TSX-V:
GBR
VANCOUVER, March 30, 2020 /CNW/ - Great Bear Resources Ltd.
(TSX-V: GBR) (the "Company" or "Great Bear") has
filed the management information circular and related meeting
materials in connection with the special meeting of shareholders
(the "Meeting") to be held on April
23, 2020 at 1:00 p.m. (PST) at
the offices of Blake, Cassels & Graydon LLP, Suite 2600, 595
Burrard Street, Vancouver, British
Columbia. The board of directors has set March 16, 2020 as the record date for determining
the shareholders entitled to receive notice and vote at the
Meeting.
The purpose of the Meeting is to seek approval of the previously
announced spinout by way of a plan of arrangement (the
"Arrangement") between Great Bear and Great Bear Royalties
Corp. ("Great Bear Royalties"), whereby the owners of
common shares of Great Bear (each a "GBR Share") are
entitled to receive one-fourth of a common share of Great Bear
Royalties for each GBR Share held immediately prior to the closing
of the Arrangement. Following the Arrangement, Great Bear Royalties
will no longer be a wholly owned subsidiary of Great Bear. The
Arrangement will require approval by at least two-thirds (66.6%) of
the votes cast by shareholders present in person or represented by
proxy and entitled to vote at the Meeting.
Great Bear has obtained an interim order of the Supreme Court of
British Columbia (the
"Court"). Subject to approval by the Great Bear
shareholders, Great Bear will seek a final order from the Court
approving the Arrangement. The Company anticipates the Arrangement
to close on or about April 28, 2020,
and it is expected that shareholders of record immediately prior
will be entitled to receive spinout shares.
Mailing of the management information circular and related
meeting materials has commenced and shareholders should receive
them shortly. All of the meeting materials can be downloaded from
Great Bear's website at https://www.greatbearresources.ca/ and
also from the company's profile on SEDAR at www.sedar.com.
Shareholder participation is important to the Company.
Considering the uncertain circumstances surrounding the COVID-19
pandemic, the Company encourages shareholders to complete and
return their proxies for the Meeting. Given the need for social
distancing in the face of COVID-19, members of the board and
management may not be attending the meeting in person and in such
case will participate via teleconference.
The Company is closely monitoring developments related to the
ongoing COVID-19 pandemic. Given the need for risk management,
anyone who was planning to attend the Meeting is asked to advise
Jeff Dare, Corporate Secretary at
jdare@corexmanagement.com. In order to ensure the health and safety
of all attendees, the Company asks that only registered
shareholders attend the Meeting in person.
The deadline for returning proxies for the Meeting is
Tuesday April 21, 2020 at
1:00 p.m. (PST). Voting results for
the proposed plan of arrangement considered by the shareholders of
Great Bear will be announced after the Meeting and available on
SEDAR.
This announcement is for informational purposes only and does
not constitute a solicitation or a proxy.
About Great Bear
Great Bear Resources Ltd. is a well-financed gold
exploration company managed by a team with a track record of
success in mineral exploration. Great Bear is focused in the
prolific Red Lake gold district in
northwest Ontario, where the
company controls over 300 km2 of highly prospective
tenure across 4 projects: the flagship Dixie Project (100%
owned), and the Pakwash Property (earning a 100% interest), the
Dedee Property (earning a 100% interest), and the Sobel Property
(earning a 100% interest), all of which are accessible year-round
through existing roads.
ON BEHALF OF THE BOARD
"Chris
Taylor"
Chris Taylor, President and
CEO
Cautionary note regarding forward-looking statements
This release contains certain "forward looking statements" and
certain "forward-looking information" as defined under applicable
Canadian and U.S. securities laws. Forward-looking statements and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "should",
"expect", "intend", "estimate", "anticipate", "believe",
"continue", "plans" or similar terminology. The forward-looking
information contained herein is provided for the purpose of
assisting readers in understanding management's current
expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other
purposes.
Forward-looking statements and information include, but are not
limited to, statements with respect to timing, structure and
completion of the Arrangement, the treatment of Great Bear and
Great Bear Royalties' securities under the Arrangement, the receipt
of meeting materials prior to the Meeting, the impact of the
COVID-19 Impact, the transfer of assets from Great Bear to Great
Bear Royalties, future growth potential for Great Bear and Great
Bear Royalties, future mine development plans at the Dixie Project,
anticipated benefits of the Arrangement, the timing and receipt of
required shareholder, the filing of voting results after the
Meeting, court, stock exchange and regulatory approvals for the
Arrangement, the Company's financial guidance and outlook.
Forward-looking information is subject to known and unknown
risks, uncertainties and other factors that may cause the actual
actions, events or results to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to: the requirement for regulatory approvals; the
impact of general business and economic conditions; enhanced
uncertainty in global financial markets as a result of the current
COVID-19 pandemic; unquantifiable risks related to government
actions and interventions; the absence of control over mining
operations from which Great Bear will purchase gold and other
metals or from which it will receive royalty payments and risks
related to those mining operations, including risks related to any
international operations, government and environmental regulation,
delays in mine construction and operations, actual results of
mining and current exploration activities, conclusions of economic
evaluations and changes in project parameters as plans continue to
be refined; accidents, equipment breakdowns, title matters, labor
disputes or other unanticipated difficulties or interruptions in
operations; problems inherent to the marketability of gold and
other metals; the inherent uncertainty of production and cost
estimates and the potential for unexpected costs and expenses;
industry conditions, including fluctuations in the price of the
primary commodities mined at such operations, fluctuations in
foreign exchange rates and fluctuations in interest rates;
government entities interpreting existing tax legislation or
enacting new tax legislation in a way which adversely affects Great
Bear or Great Bear Royalties; stock market volatility; regulatory
restrictions; liability, competition, loss of key employees and
other related risks and uncertainties.
Forward-looking information are based on management of the
parties' reasonable assumptions, estimates, expectations, analyses
and opinions, which are based on such management's experience and
perception of trends, current conditions and expected developments,
and other factors that management believes are relevant and
reasonable in the circumstances, but which may prove to be
incorrect.
Great Bear undertakes no obligation to update forward-looking
information except as required by applicable law. Such
forward-looking information represents management's best judgment
based on information currently available. No forward-looking
statement can be guaranteed and actual future results may vary
materially. Accordingly, readers are advised not to place undue
reliance on forward-looking statements or information.
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SOURCE Great Bear Resources Ltd.