Great Bear Announces the Filing of its Management Information
Circular in Connection with its Special Meeting to Approve
Acquisition by Kinross.

January 20, 2022 – Vancouver, British Columbia, Canada – Great Bear Resources Ltd. (the "Company" or
"Great Bear", TSX-V: GBR; OTCQX: GTBAF) announced today that it has mailed and filed a management
information circular and related materials (the “Meeting Materials”) for its special meeting (the
“Meeting”) of shareholders, optionholders, restricted share unit (“RSU”) holders, and deferred share unit
(“DSU”) holders of Great Bear (collectively, “Securityholders”) to be held on February 14, 2022, in
connection with the proposed acquisition of Great Bear by Kinross Gold Corporation (“Kinross”, TSX: K;
NYSE: KGC) announced on December 8, 2021 (the “Transaction”).
Information about the Meeting and Receipt of Interim Court Order
Due to the ongoing public health concerns related to the COVID-19 pandemic, and in order to ensure the
health and well-being of our Securityholders, employees, communities and other stakeholders, the
Meeting will be conducted virtually via live audio webcast, using the Summit meeting platform at
https://meetnow.global/MCZJJLW. Registered Securityholders and duly appointed proxyholders will be
able to vote in real time and ask questions at the Meeting by following the instructions set out in the
Circular. Beneficial Securityholders who have not duly appointed themselves as proxyholders may attend
the Meeting as guests. Guests may listen but cannot vote at the Meeting or ask questions. Securityholders
should closely review the Meeting Materials to ensure that they are able to cast their vote at and
participate in the Meeting.
On January 13, 2022, Great Bear obtained an interim order (the “Interim Order”) from the Supreme Court
of British Columbia (the “Court”) authorizing the holding of the Meeting and matters relating to the
conduct of the Meeting. At the Meeting, Securityholders will be asked to consider and, if deemed
advisable, pass a special resolution (the “Arrangement Resolution”) to approve an arrangement (the
“Arrangement”), in accordance with the terms of an arrangement agreement (the “Arrangement
Agreement”) entered into by the Company and Kinross on December 8, 2021, pursuant to which Kinross
agreed to acquire all of the issued and outstanding Great Bear common shares (“Great Bear Shares”) that
it does not already own by way of a statutory plan of arrangement (the “Plan of Arrangement”) under
section 288 of the Business Corporations Act (British Columbia).
The Meeting Materials contain important information regarding the Transaction, how Securityholders can
participate and vote at the Meeting, the background that led to the Transaction and the reasons for the
unanimous determinations of the special committee of independent directors of the Company (the
“Special Committee”) as well as the board of directors of the Company (the “Board”) that the Transaction
is in the best interests of the Company and is fair to Shareholders. Securityholders should carefully review
all of the Meeting Materials as they contain important information concerning the Transaction and the
rights and entitlements of Securityholders thereunder. The Meeting Materials have been filed by the
Company on SEDAR and are available under the Company’s profile at www.sedar.com.
Transaction Details
Under the terms of the Transaction, Great Bear shareholders will receive upfront consideration of
approximately C$1.8 billion, representing C$29.00 per Great Bear Share on a fully diluted basis
(“Consideration”). Great Bear shareholders will be able to elect to receive the upfront consideration as
either (i) C$29.00 in cash or (ii) 3.8564 Kinross shares per Great Bear share, both subject to proration. The
upfront consideration will be subject to maximum aggregate cash consideration of approximately C$1.4
billion and a maximum of approximately 80.8 million Kinross shares issuable. Great Bear shareholders
who do not elect cash or Kinross shares will be deemed to have elected to receive cash, subject to proration.
In order to make a valid election, registered Securityholders must duly complete, execute and return
the letter of transmittal and election form enclosed with the Meeting Materials in accordance with the
instructions contained therein by 4:30 p.m. (Vancouver time) on February 9, 2022, or, if the Meeting is
adjourned or postponed, no later than 72 hours (excluding Saturdays, Sundays and statutory holidays
in British Columbia) before the adjourned Meeting is reconvened or the postponed Meeting is
convened. Beneficial Great Bear shareholders should follow the instructions provided by your
intermediary to make your election.
Great Bear shareholders will also receive contingent consideration in the form of contingent value rights
(“CVRs”) providing for further potential consideration equal to 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 at least 8.5 million gold ounces of measured
and indicated mineral resources have been disclosed.
The Consideration represents a premium of 31% and 40% to the closing price and the volume weighted
average price (“VWAP”), respectively, of Great Bear’s shares on the TSX-V for the 20-day period ending
December 7, 2021.
The Arrangement Agreement provides for customary deal-protection provisions, including a nonsolicitation covenant on the part of Great Bear and a right for Kinross to match any Superior Proposal (as
defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of C$85
million, payable by Great Bear to Kinross, under certain circumstances (including if the Arrangement
Agreement is terminated in connection with Great Bear pursuing a Superior Proposal). Directors, officers,
and certain shareholders of Great Bear, owning in aggregate approximately 20% of Great Bear’s voting
securities have agreed to vote all the securities they own or control in favour of the Transaction.
Reasons for the Arrangement
In evaluating and unanimously approving the Arrangement, the Special Committee and the Board gave
careful consideration to the current position and condition and the expected and potential future
position and condition of the business of the Company, and all terms of the Arrangement Agreement,
including the conditions precedent, representations and warranties and deal protection provisions. The
Special Committee and the Board considered a number of factors including, among others, the
following:
• Significant Premium to Great Bear Shareholders – The Consideration represents a premium
of 31% and 40% to the closing price and the 20-day VWAP, respectively, of Great Bear’s shares
on the TSXV as at December 7, 2021. The total equity value of the Consideration pursuant to
the Arrangement are approximately $1.8 billion on a fully diluted basis and $58.2 million on a
partially diluted basis, respectively (based on the closing price of Kinross Shares on the TSX on
December 8, 2021).
• Optionality for Great Bear Shareholders – The Great Bear shareholders have the option to
receive either (a) $29.00 in cash for each Great Bear share held or (b) 3.8564 Kinross shares
for each Great Bear share held, subject to pro-ration.
• Ability to Participate in Future Potential Growth of Combined Entity – By having the ability
to elect to receive Kinross Shares under the Arrangement, and the issuance of CVRs under the
Arrangement, Great Bear shareholders will have an opportunity to retain exposure to the
Dixie Project, while gaining exposure to Kinross’s diversified portfolio of high-quality
operating mines, sector-leading production growth and free cash flow generation in a robust
gold price environment. Kinross has the technical, development, operating and financial
capabilities to advance the Dixie Project, as a top growth priority, from exploration to
development, building on and further enhancing its top tier potential.
• Benefits to Local Stakeholders – Kinross’ history of strong Indigenous community
relationships and industry recognition as a leader in sustainability and environmental
stewardship, along with its Canadian identity and headquarters in Ontario will facilitate close
ties between the Combined Company and the Dixie Project’s local communities, including the
Wabauskang and Lac Seul First Nations, which will help to maximize lasting sustainable socioeconomic benefits to their local communities and the local area.
• Business and Industry Risks – The business, operations, assets, financial condition, operating
results and prospects of Great Bear are subject to significant uncertainty, including (but not
limited to) risks associated with Great Bear’s dependency on the Dixie Project, its only
material property, for its future operating revenue, permitting and regulatory approvals,
exploration and development risks and commodity price and inflation risks. The Board
concluded that the Consideration under the Arrangement is more favourable to Great Bear
Shareholders than continuing with Great Bear’s current business plan, including the inherent
risks associated with ownership of a single-asset mining company, after taking into account
the potential for such business plan to generate value for Great Bear shareholders through
the continued exploration and potential development of Great Bear’s Dixie Project and Great
Bear’s other exploration assets.
Board Recommendation
The Board unanimously recommends that the Securityholders vote FOR the Arrangement Resolution.
Pursuant to the Interim Order, the record date for the Meeting is January 5, 2022 (the “Record Date”) for
determining Securityholders who are entitled to receive notice of and to vote at the Meeting. Only
registered Securityholders as of January 5, 2022, are entitled to receive the notice of the Meeting (“Notice
of Meeting”) and to attend and vote at the Meeting.
In order to become effective, the Arrangement must be approved by at least (i) 66?% of the votes cast
by Great Bear shareholders present or represented by proxy at the Meeting; (ii) 66?% of the votes cast
by Securityholders, voting together as a single class, present or represented by proxy at the Meeting; and
(iii) a majority of the votes cast by Great Bear shareholders other than votes attached to Great Bear shares
required to be excluded under Multilateral Instrument 61-101.
Subject to obtaining approval of the Transaction at the Meeting, and the satisfaction of the other
customary conditions to completion of the Transaction contained in the Arrangement Agreement,
including final approval of the Court and certain regulatory approvals, all as more particular described in
the Meeting Materials, the Transaction is expected to close in the first quarter of 2022.
On January 5, 2022, the Commissioner of Competition issued an Advance Ruling Certificate in respect of
the Transaction, thereby satisfying the requirement to obtained Competition Act approval. The Toronto
Stock Exchange has conditionally approved the listing of the additional Kinross common shares issuable
in connection with the Transaction, subject to the delivery of customary closing documentation and the
TSX Venture Exchange has confirmed acceptance of the notice of the Transaction by Great Bear.

Securityholder Questions
Securityholders who have questions or need assistance with voting their Great Bear shares, Great Bear
options, Great Bear RSUs or Great Bear DSUs should contact Laurel Hill Advisory Group by telephone at:
Laurel Hill Advisory Group
North American Toll-Free Number: 1-877-452-7184
Outside of North America Collect Calls Number: 416-304-0211
Email: assistance@laurelhill.com

Advisors and Counsel
GenCap Mining Advisory Ltd. and CIBC World Markets Inc. are acting as co-advisors to Great Bear, and
Blake, Cassels & Graydon LLP is acting as Great Bear’s legal counsel. BMO Capital Markets is acting as
financial advisor to the Special Committee. Cormark Securities Inc. provided capital markets advice to
Great Bear.

AND

Great Bear Announces Independent Proxy Advisory Firms ISS and
Glass Lewis Recommend Securityholders Vote FOR the Proposed
Acquisition by Kinross
January 28, 2022 – Vancouver, British Columbia, Canada – Great Bear Resources Ltd. (the "Company" or
"Great Bear", TSX-V: GBR; OTCQX: GTBAF) announced today that both Institutional Shareholder Services
(“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) have recommended that Great Bear shareholders,
optionholders, restricted share unit holders, and deferred share unit holders of Great Bear (collectively,
“Securityholders”) vote FOR the resolution (the “Arrangement Resolution”) to approve the proposed
acquisition of Great Bear by Kinross Gold Corporation (“Kinross”, TSX: K; NYSE: KGC) by way of a plan of
arrangement (the “Transaction”) at the upcoming special meeting of Great Bear Securityholders on
February 14, 2022 (the “Special Meeting”).
Favourable ISS and Glass Lewis Recommendations
ISS and Glass Lewis are leading independent, third-party proxy advisory firms who, among other services,
provide proxy voting recommendations to pension funds, investment managers, mutual funds, and other
institutional shareholders.
In reaching its conclusion, ISS noted:
“In light of the significant premium, the favourable market reaction, the reasonable strategic rationale
and the absence of significant governance concerns, shareholder approval of this resolution is
warranted.”
In reaching its conclusion, Glass Lewis noted:
“…the Company undertook a lengthy and competitive sale process prior to agreeing to a deal with
Kinross, which in turn should provide shareholders with a reasonable degree of assurance that the
proposed merger likely represents the best available strategic alternative for the Company and its
shareholders.”
Great Bear’s board of directors UNANIMOUSLY recommends that Securityholders
VOTE FOR the Arrangement Resolution
Great Bear Special Meeting
The Special Meeting will be held on Monday, February 14, 2022 at 10:00 a.m. (Vancouver time) in a virtualonly format conducted by live audio webcast, using the Summit meeting platform, at
https://meetnow.global/MCZJJLW. Securityholders and duly appointed proxyholders will have an equal
opportunity to participate in the Special Meeting, regardless of their geographic location or the particular
constraints, circumstances or health risks they may be facing.
Securityholders should closely review the procedures outlined in the management information circular
and related meeting materials for the Special Meeting (the “Meeting Materials”) to ensure that they are
able to cast their vote prior to or at the Special Meeting. The Meeting Materials are available under the
Company’s profile on SEDAR at www.sedar.com and on the Company’s website at
www.greatbearresources.ca/investors/great-bear-kinross-transaction/.
How to Vote
Due to the essence of time, Securityholders are encouraged to vote online or by telephone in advance of
the meeting, even if they plan on attending the meeting, to ensure their vote is received in a timely manner.


THE VOTING DEADLINE IS 10:00 a.m. (Vancouver Time) ON Thursday February 10, 2022
see more on
https://greatbearresources.ca/site/assets/files/4044/great_bear_news_release_january_28_2022_iss_glass_lewis_recomendation_final.pdf