TSX-V: GBRR
The Meeting will be held at Suite 1020,
In reaching their conclusion that the Arrangement is in the best interests of the Company, the Board considered and relied upon a number of factors, including among others, the following:
- Significant Premium to Shareholders – The Consideration (as defined in the Circular) represents a premium of 51.1% to the closing price of the Shares on the
TSX Venture Exchange ("TSXV") on the last trading day prior to the announcement of the Arrangement and 43.0% to the 20-day volume weighted average price of the Shares on the TSXV. - All-Cash Transaction – The Arrangement is an all-cash transaction that is not subject to a financing condition.
- De-Risking Great Bear – The Arrangement removes commodity, construction and execution risk associated with the
Great Bear Project as well as future dilution risk. - Fairness Opinion – The fairness opinion from
Fort Capital Partners provides that, subject to and based on the considerations, assumptions and limitations described therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. - Support and Voting Agreement Each member of the board of directors (the "Board") and the senior officers of
Great Bear , owning in aggregate approximately 10.52% of the outstanding Shares, have entered into support and voting agreements.
On
The Meeting Materials contain important information regarding the Arrangement, how Shareholders can participate and vote at the Meeting, the background that led to the Arrangement 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 that the Arrangement is in the best interests of the Company and is fair to Shareholders. Shareholders should carefully review all of the Meeting Materials as they contain important information concerning the Arrangement and the rights and entitlements of Shareholders thereunder.
The Meeting Materials have been filed by the Company on SEDAR and are available under the Company's profile at www.sedar.com. The Meeting Materials are also available on the Company's website at https://greatbearroyalties.com/special-meeting.
Subject to obtaining approval of the Arrangement at the Meeting, and the satisfaction of the other customary conditions to completion of the Arrangement contained in the Arrangement Agreement, including final approval of the Court and certain regulatory approvals, all as more particularly described in the Meeting Materials, the Arrangement is expected to close in
Shareholders who have questions or need assistance with voting their Shares should contact
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release contains "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking information is provided as of the date of this news release and the Company does not intend to and does not assume any obligation to update forward-looking information, except as required by applicable law. For this reason and the reasons set forth below, investors should not place undue reliance on forward looking statements.
Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements and information include, but are not limited to: with respect to the consummation and timing of the Arrangement; approval by
Forward-looking statements are based on a number of material assumptions, which management of the Company believe to be reasonable, including, but not limited to, the continuation of the exploration, development and mining operations from which the Company may purchase precious or other metals or in respect of which the Company may receive royalty payments, that commodity prices will not experience a material adverse change, exploration, development and mining operations that underlie any royalties will operate in accordance with disclosed parameters and such other assumptions as may be set out herein.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results to not be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Readers of this news release should carefully review the risk factors set out in the Company's management discussion and analysis dated
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