Kinross Gold

Canaccord Genuity Acts as Lead Financial Advisor to Kinross Gold on its C$1.8 Billion Acquisition of Great Bear Resources

*This transaction officially closed in February 2022

Canaccord Genuity is pleased to announce that on December 8, 2021, its client, Kinross Gold Corporation (TSX:K; NYSE:KGC) (“Kinross” or the “Company”) announced that they entered into a definitive agreement (“Agreement”) with Great Bear Resources Ltd. (TSX-V:GBR) (“Great Bear”) pursuant to which Kinross has agreed to acquire all of the issued and outstanding shares of Great Bear (“Great Bear Shares”) by way of a plan of arrangement (“Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Transaction”). Canaccord Genuity acted as lead financial advisor to Kinross.

Under the terms of the Agreement, Kinross will make an upfront payment (“Upfront Consideration”) of approximately C$1.8 billion, representing C$29.00 per Great Bear Share on a fully-diluted, in-the-money basis. The Upfront Consideration will be payable at the election of holders of Great Bear Shares (“Great Bear Shareholders”) in cash and Kinross common shares (“Kinross Shares”), subject to pro-ration and up to aggregate maximums of (i) 75% in cash and (ii) 40% in Kinross Shares. The Agreement also includes a potential contingent payment (“Contingent Consideration”) via the issuance of contingent value rights (“CVR”) which entitle each Great Bear Shareholder to exchange such CVR for 0.1330 of a Kinross Share, providing further potential Contingent Consideration of approximately C$58.2 million, or C$1.00 per Great Bear Share on a partially-diluted, in-the-money basis, based on the closing price of the Kinross Shares on the Toronto Stock Exchange (“TSX”) on December 7, 2021. The Contingent Consideration will be payable upon 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 are disclosed.

Kinross is a Canadian-based senior gold mining company with mines and projects in the United States, Brazil, Russia, Mauritania, Chile and Ghana. Their focus is on delivering value based on the core principles of operational excellence, balance sheet strength, disciplined growth and responsible mining.

Great Bear is a Vancouver-based gold exploration company focused on advancing its 100% owned Dixie project in Northwestern Ontario, Canada. The Dixie project is regarded as one of the largest and most exciting gold discoveries in Canada and is located in the highly-productive Red Lake Mining Camp. The Dixie project hosts the world-class “LP Fault” zone, as well as the highly-prospective “Hinge”, “Limb”, “Midwest” and “Arrow” zones. The Red Lake Mining Camp has historically produced more than 30 million ounces of gold from multiple deposits, and has significant infrastructure already in place, including a paved highway to the town of Red Lake 25 kilometres away, as well as access to provincial electric power, natural gas lines and water.

The Canaccord Genuity team included Tom Jakubowski, David Sadowski, Mark Silvestre, Matt Reimer, Thomas Tran and Tony Huang from Investment Banking.