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Kinross completes acquisition of Great Bear Resources

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Global Mining Review,

Kinross Gold Corp. has announced that it has completed the previously announced plan of arrangement (the arrangement) to acquire all of the issued and outstanding shares of Great Bear Resources Ltd.

“The closing of the acquisition of Great Bear Resources represents a milestone for Kinross as we advance our future growth strategy. We are excited to add such a high-quality asset in a top mining jurisdiction to our global portfolio,” said J. Paul Rollinson, Kinross Gold President and CEO. “Our exploration and development strategy will start immediately, including our goal of drilling 200 000 m this year. We aim to further define the asset’s untapped potential and unlock the significant value we see from its numerous avenues for growth. We also look forward to working with the Wabauskang and Lac Seul First Nations and local communities as we advance our development strategy.”

Under the terms of the arrangement, Great Bear shareholders were provided the right to elect to receive CAN$29.00 in cash for each Great Bear common share (Great Bear share) or 3.8564 Kinross common shares (Kinross share) per Great Bear share, both subject to pro-ration to a maximum cash consideration of approximately US$1.1 billion (CAN$1.4 billion) and a maximum of 80 773 353 Kinross shares. Based on valid elections received by the election deadline, Great Bear shareholders who elected (or who were deemed to elect) to receive cash were subject to pro-ration and will receive approximately CAN$25.80 in cash and approximately 0.4257 Kinross shares per Great Bear share. Great Bear shareholders who elected to receive the shares were not subject to pro-ration.

The arrangement also includes a payment of contingent consideration in the form of one contingent value right (CVR) per Great Bear share that may be exchanged for 0.1330 of a Kinross share per Great Bear share. The contingent consideration will be payable in connection with Kinross’ public announcement of commercial production at the Dixie project, provided that a cumulative total of at least 8.5 million gold oz of mineral reserves and measured and indicated mineral resources are disclosed. The CVRs are transferable and have a term of 10 years.

In aggregate, Kinross will pay approximately CAN$1.35 billion in cash and issue approximately 49.3 million Kinross shares and approximately 59.3 million CVRs to Great Bear security holders under the arrangement. Subsequent to 31 December 2021, Kinross drew down US$1.1 billion from its US$1.5 billion revolving credit facility to finance the cash portion of the arrangement.

The shares of Great Bear are expected to be delisted from the TSX Venture Exchange at market close on 25 February 2022. Following the delisting, Kinross intends to apply for Great Bear to cease to be a reporting issuer under applicable Canadian securities laws.

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