VANCOUVER, April 28, 2020 /CNW/ - Great Bear Resources Ltd.
(TSX-V: GBR) (the "Company" or "Great Bear") is
pleased to announce that it has obtained a final order from the
Supreme Court of British Columbia
dated April 28, 2020 to implement the
Company's previously announced plan of arrangement (the
"Transaction") to reorganize its business, including the
spin-off of its wholly-owned subsidiary, Great Bear Royalties Corp.
("Royalties Corp"). Substantially all of the terms and
conditions of the Transaction have been met, including shareholder
approval of the Transaction on April 23,
Pursuant to the Transaction, the owners of common shares of
Great Bear on May 4, 2020 will
receive: (i) one new common share of Great Bear for each
common share of Great Bear held on the day before the effective
date of the Transaction; and (ii) one-fourth of a Royalties Corp
share for each common share of Great Bear held on the day before
the effective date of the Transaction. Any outstanding options and
warrants of Great Bear will be adjusted in accordance with the
terms of the plan of arrangement as set forth in greater detail in
the Company's management information circular dated March 16, 2020 (the "Circular"). Existing
common shares of Great Bear are expected to be delisted on the TSX
Venture Exchange ("TSX-V") effective on the close of
business on May 4, 2020. New common
shares of Great Bear are expected to commence trading on the TSX-V
at the market opening on May 5, 2020.
Great Bear Royalties shares will not be listed on a public
stock exchange but will operate as a reporting issuer.
The completion of the Arrangement remains subject to the final
approval of the TSX-V. It is expected that the effective date of
the Transaction will be May 5, 2020. For further details,
please refer to the Circular, which is available under the
Company's profile on SEDAR at www.sedar.com.
About Great Bear
Great Bear 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), 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, President and
Cautionary Notes and Forward-Looking Statements
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as such term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This document contains forward-looking statements within the
meaning of applicable securities legislation. The use of the words
"will", "expected, and similar expressions are intended to identify
forward-looking statements. Forward-looking statements and
information include, but are not limited to, statements with
respect to timing, structure and completion of the Transaction and
the listing and de-listing of the common shares of Great Bear.
Forward-looking statements reflect management's current beliefs,
expectations and assumptions and are based on information currently
available to management, management's historical experience,
perception of trends and current business conditions, expected
future developments and other factors which management considers
appropriate. Great Bear has made certain assumptions with respect
to, among other things, the anticipated completion of the
Transaction. Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the
future circumstances, outcomes or results anticipated or implied by
such forward-looking statements will occur or that plans,
intentions or expectations upon which the forward-looking
statements are based will occur.
By their nature, forward-looking statements involve known and
unknown risks and uncertainties and other factors that could cause
actual results to differ materially from those contemplated by such
statements. Factors that could cause such differences include, but
are not limited to, conditions precedent or approvals required for
the Transaction not being obtained. For a further description of
these and other factors that could cause actual results to differ
materially from the forward-looking statements included in this
news release, see the risks outlined in the Circular and other
risks as described from time to time in the reports and disclosure
documents filed by Great Bear with the Canadian securities
regulatory agencies and commissions.
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SOURCE Great Bear Resources Ltd.