Kinross Gold To Buy Great Bear Resources For C$29.00/shr Plus Contingent Value Right

(RTTNews) - Kinross Gold Corp. (K.TO, KGC) said it has agreed to acquire all of the outstanding common shares of Great Bear Resources Ltd. (GBR.V) for C$29.00 per Share, plus a contingent value right.

As per the terms of the deal, Great Bear shareholders will receive upfront consideration of about C$1.8 billion, representing C$29.00 per Great Bear common share on a fully diluted basis.

Great Bear shareholders will be able to elect to receive the upfront consideration as either C$29.00 in cash or 3.8564 Kinross shares per Great Bear share.

The upfront consideration will be subject to maximum aggregate cash consideration of about C$1.4 billion or maximum aggregate shares issuable of 95.8 million, depending on the election of Great Bear shareholders.

The transaction price represents a premium of 31% and 40% to the closing price and the volume weighted average price, respectively, of Great Bear's shares on the TSX-V for the 20 day period ending December 7, 2021.

Great Bear shareholders will also receive contingent consideration in the form of contingent value rights providing for further potential consideration equal to 0.1330 of a Kinross share per Great Bear common share which represents about C$58.2 million in aggregate consideration, or C$1.00 per Great Bear common share, on a partially diluted basis.

The contingent consideration will be payable in connection with Kinross' public announcement of commercial production at the Dixie project, provided that at least 8.5 million gold ounces of measured and indicated mineral resources have been disclosed.

On closing, the transaction is expected to result in Great Bear shareholders owning about 7% of Kinross, on a fully diluted basis, assuming full take-up of the share consideration. Upon satisfaction of the payment conditions under the terms of the CVRs, Great Bear shareholders would own approximately 8% of Kinross, on a fully diluted basis.

The transaction is expected to be completed in the first quarter of 2022.