Kinross announces acquisition of Great Bear Resources Flagship Dixie project in Northern Ontario has significant potential to become a top tier, large-scale operation (This news release contains forward -looking information about expected future events and performance of the Company. We refer to the
Kinross Gold Corporation
25 York Street, 17th Floor
Toronto, ON Canada M5J 2V5
p. 1 Kinross announces acquisition of Great Bear Resources www.kinross.com
NEWS RELEASE
Kinross announces acquisition of Great Bear Resources
Flagship Dixie project in Northern Ontario has significant potential to become a top tier,
large-scale operation
(This news release contains forward -looking information about expected future events and performance of the Company. We refer to the risks and assumptions set ou t in our Cautionary
Statement on Forward-Looking Information located at the end of this release.)
Toronto, Ontario, December 8, 2021 – Kinross Gold Corporation (TSX:K; NYSE:KGC) (“Kinross” or the
“Company”) is pleased to announce to day that it has entered into a definitive agreement (the “Agreement”) with
Great Bear Resources Ltd. (TSX-V:GBR) (“Great Bear”) to acquire all of the issued and outstanding shares of Great
Bear through a plan of arrangement (the “Transaction”).
Through the Transaction, Kinross will acquire Great Bear’s flagship Dixie project located in the renowned and prolific
Red Lake mining district in Ontario, Canada. The Dixie project is one of the most exciting recent gold discoveries
globally and extensive drilling results have shown the characteristics of a top tier deposit.
Under the terms of the Transaction, Kinross has agreed to an upfront payment of approximately US$1.4 billion 1
(C$1.8 billion), representing C$29.00 per Great Bear common share on a fully -diluted basis. The upfront payment
will be payable at the election of Great Bear shareholders in cash and Kinross common shares (“Kinross shares”),
subject to a pro-ration, up to aggregate maximums of 75% cash and 40% Kinross shares on a fully-diluted basis.
The Agreement also includes a payment of contingent consideration in the form of contingent value rights that may
be exchanged for 0.1330 of a Kinross share per Great Bear common share, providing further potential consideration
of approximately US$46.0 million1 (C$58.2 million) based on the closing price for a Kinross share on the Toronto
Stock Exchange (“TSX”) on December 7, 2021. 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 are disclosed.
Strategic rationale for acquisition
The Dixie project has excellent potential to become a top tier deposit that could support a large, long-
life mine complex and bolster Kinross’ long-term production outlook.
o Kinross envisions a mine complex with an initial quality, high-grade open-pit mine, with potential
upside for a longer-term, sizeable underground operation.
Dixie has significant exploration upside potential with primary zones of mineralization remaining open
along strike and at depth.
o Highly-prospective, with multiple avenues to unlock potential, including the LP Fault, Hinge and Limb
primary zones.
o Positive and exciting drilling results show consistently wide mineralized intercepts defining large
continuous zones with predictable high-grade components.
Dixie is ideally located in a highly-attractive jurisdiction and is situated in the renowned Canadian Red
Lake mining district in Northern Ontario.
o The project is in a well-established mining camp close to infrastructure and skilled labour.
o The project offers the potential for long-term tax benefits given Kinross’ large Canadian tax pools.
o Power supply sources in the region are from a low-carbon energy grid, supporting the Company’s
greenhouse gas (“GHG”) emissions reduction strategy.
Kinross has been actively involved in the diligence of the Dixie property since 2018 and the asset will
become a centerpiece in the Company’s development portfolio.
o Extensive technical reviews, including site visits, support an exceptional outlook for the project and
confirms it is a scarce, high-quality asset.
1 Assumes foreign exchange rate of 1.27 Canadian dollars to the U.S. dollar.
Kinross Gold Corporation
25 York Street 17th Floor
Toronto, ON, Canada M5J 2V5
p. 2 Kinross announces acquisition of Great Bear Resources www.kinross.com
J. Paul Rollinson , Kinross’ President and CEO , made the following comments in relation to the Great Bear
acquisition: “The Dixie project represents an exciting opportunity to develop a potentially top tier deposit into a large,
long-life mine complex. In addition to the prospect of developing a quality, high-grade open pit mine, we also believe
that a significant portion of the asset’s value is its longer-term potential , which includes the view of a sizeable
underground operation.
“Kinross has the strong technical expertise and experience to successfully advance the project from exploration to
development and unlock considerable value for our shareholders. Our e xtensive due d iligence reinforced the
scarcity of an asset of this quality and value. The Dixie project has multiple high-potential mineralized zones which
remain open along st rike and at depth, and we are confident that the asset has strong untapped upside with
numerous avenues for growth.
“We are pleased to achieve our goal of adding a high-quality asset in our home jurisdiction that further bolsters our
global portfolio and can potentially provide long-term tax benefits. The Dixie project is ideally located in the
renowned Red Lake mining district in Northern Ontario near established infrastructure and in a province with a low-
carbon energy grid . We look forward to building strong relationships with the Wabauskang and Lac Seul First
Nations and will work with them to ensure that the project delivers sustainable benefits to their com munities and
respects their way of life.”
Chris Taylor, Great Bear’s President and CEO, said: “Kinross first set foot on the Dixie property three years ago,
and has closely monitored the discovery and growth of each successive gold discovery Great Bear has made. With
extensive drilling now completed at Dixie, both companies have a shared vision of the clear potential for a multi -
deposit mine complex consisting of a potential high-grade open-pit mine and a long-life underground mine.
“Dixie’s closest geo logical analog, the large Hemlo gold mine, was historically operated by three separate
companies prior to its consolidation, and has produced over 20 million ounces of gold in more than 30 continuous
years of operation. Great Bear shareholders will now be in a unique position to benefit from the potential of the top
tier Dixie project under one company and will maintain strong exposure to the project through their Kinross shares.
Dixie will be a significant asset for Kinross and the Company’s strong track r ecord, coupled with its projected
production growth profile over the coming years, offers our shareholders an attractive investment in its own right.
“As Great Bear’s track record of continuous discovery shows, the Dixie project hosts a prolific gold sys tem that
remains completely unconstrained and open to extension. In the near -term, with over 80% of the property
unexplored, our shareholders will continue to have exposure to ongoing advanced project development and
extensive exploration upside in the lead-up to planned production.
“Of high importance to Great Bear is Kinross’ history of strong Indigenous community relationships and industry
recognition as a leader in sustainability and environmental stewardship. Our partners at the Wabauskang and Lac
Seul First Nations will benefit from Kinross’ deep operational experience, excellent operational track record and
headquarters in Ontario. Kinross is committed to ensuring the project provides lasting socio -economic benefits to
the local area and the shared C anadian identity and residence in the same province will help facilitate close ties
between the Company and the project’s local communities.”
About the Dixie project
The Dixie project is located 25 kilometres southeast of the town of Red Lake, Ontario and comprises 91 square
kilometres of contiguous claims . The project is in a well -established mining camp , is close to skilled labour and a
paved highway and provincia l power lines run parallel to the pro perty. The property also hosts a network of well -
maintained logging roads which facilitate year-round access to the site.
The Dixie project has significant exploration upside potential , with 80% of the property unexplored. The project
hosts a prolific gold system and has high-potential mineralized zones remaining open along strike and at depth ,
with multiple avenues to unlock potential. To date, Great Bear has completed more than 340,000 metres of drilling
in 794 drill holes and ha s identified five high -grade gold discoveries. Great Bear’s p ositive and ex citing drilling
results show consistently wide mineralized intercepts defining large continuous zones with predictable high -grade
components.
Kinross Gold Corporation
25 York Street 17th Floor
Toronto, ON, Canada M5J 2V5
p. 3 Kinross announces acquisition of Great Bear Resources www.kinross.com
The most significant discovery to date at Dixie is the large-scale “LP Fault” zone, which is comprised of continuous
wide, moderate grade mineralization along with subparallel high -grade gold lenses, forming a broad 200 to 400
metre wide envelope of stacked zones, hosted in metamorphosed felsic volcanic and sediment ary units. LP Fault
zone drilling has identified gold mineralization along 10.8 kilometres of strike length down to a depth of 786 metres
and remains open along strike and at depth . A subsection of the LP Fault zone measuring approximately 4.6
kilometres on strike and to a depth of 500 metres has been the focus of drilling to date at approximately 50 to 150
metre drill spacing . The LP Fault zone has similar geological features to the large Hemlo deposit, which has
produced more than 20 million ounces of gold and has been operating continuously for more than 30 years.
The nearby “Hinge,” “Limb,” “Midwest” and “Arrow” gold zones are more characteristic of mineralization at mined
deposits in Red Lake, and comprise high-grade gold-bearing quartz veins and silica -sulphide replacement zones
hosted by metamorphosed mafic volcanic units.
See Appendix A: Figures 1 and 2 for maps of the Dixie property
Great Bear has reported that 80% of its drill holes into the LP Fault, Limb and Hinge zones contai n visible gold
mineralization, with gold occurring mainly as free gold that is not bound to, nor within, sulphide minerals. Initial
metallurgical test work has indicated excellent recoveries at all of the mineralized zones identified which are
amenable to conventional flowsheets.
See Appendix A: Figure 3 for a long section of the LP Fault zone
Kinross next steps and financing
Upon completion of the Transaction , Kinross plans to undertake a comprehensive exploration and developme nt
program at the Dixie project. The program aims to support Kinross’ vision of a large, long-life mining complex, which
includes an initial quality, high-grade open-pit mine and potentially, a longer-term, sizeable underground mine. The
Company’s three-pronged plan to demonstrate the project’s overall longer-term potential and value includes:
1. Rapidly advancing exploration activities at the LP Fault zone, including 200,000 metres of planned drilling
in 2022. (See Appendix A: Figure 3 for a long section of the LP Fault zone).
2. In parallel, continuing exploration outside the Central area of the LP Fault zone, which remains open
along strike and at depth. Kinross plans to continue to test the depth extent of the LP Fault zone to
understand its potential to support a sizeable and long-life underground operation.
3. At the same time, Kinross expects to opportunistically explore the Red Lake-style satellite deposits,
including definition drilling at the Limb, Hinge and Midwest high-grade targets, along with high-potential
new discoveries. The Company also plans to maintain regional claims in good standing and elevate some
areas to drill target status.
Kinross expects to finance the acquisition with existing liquidity, which at September 30, 2021, include d cash and
cash equivalents of US$586.1 million and a US$1.5 billion revolving credit facility . In 2022, the Company expects
to enhance its total return of capital to shareholders from its current quarterly dividend and ongoing share buyback
program.
Sustainability and First Nations
Upon closing of the Transaction, Kinross will continue to honour the exploration agreements signed with the
Wabauskang and Lac Seul First Nation s who have traditional territorial claims in the area. Kinross had a
constructive first meeting with the Chiefs of both First Nations and looks forward to building positive and strong
relationships with their communities through meaningful dialogue and consultation.
Kinross recognizes that respect, collaboration and consideration for First Nations is central to the Company’s license
to operate in the area and will prioritize developing the project in a manner that honours Indigenous rights and
brings long-term socio-economic benefits to the area. Consistent with how Kinross develops all of its projects around
Kinross Gold Corporation
25 York Street 17th Floor
Toronto, ON, Canada M5J 2V5
p. 4 Kinross announces acquisition of Great Bear Resources www.kinross.com
the world, the Company is committed to ensuring that its operations leave a lasting and positive legacy and will take
a life of mine approach to the design and planning of the project to minimize environmental impacts.
The Dixie project is located in a province with a low -carbon energy grid that supports Kinross’ goal of being a net -
zero GHG emissions company by 2050. Kinross will also plan to incorporate energy -efficient initiatives as it
develops the long-term project, including evaluating electric and hydrogen fuel fleets. The Company expects that
the GHG emission intensity per-ounce-produced profile of a potential operation at Dixie could lower Kinross’ overall
global metric.
Agreement details and timing
The Transaction will be carried out by way of a court -approved plan of arrangement under the Business
Corporations Act (British Columbia) and will require approval by 66⅔% of the votes cast by Great Bear shareholders
and 66⅔% of the votes cast by Great Bear security holders (including holders of Great Bear options, restricted
share units and deferred share units) at a special meeting expected to be held in Q1 2022 and a simple majority of
the votes cast by Great Bear security holders, excluding certain persons required to be excluded in accordance
with Multilateral Instrument 61-101 of the Canadian Securities Administrators.
Under the terms of the Transaction, Great Bear shareholders will receive upfront consideration of US$1,421.9
million1 (C$1,800.1 million), representing C$29.00 per Great Bear common share on a fully -diluted basis. 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 pro-ration. The upfront consideration will be subject to
maximum aggregate cash consideration of US$1,066.2 million1 (C$1,350.1 million) (representing 75% of the upfront
consideration) or maximum aggregate shares issuable of 95.8 million2 (representing 40% of the upfront
consideration on a fully -diluted basis 2), depending on the election of Great Bear shareholders. Great Bear
shareholders who do not elect cash or Kinross shares will be deemed to have elected to receive cash, subject to
pro-ration.
Great Bear shareholders will also receive one contingent value right per Great Bear common share, providing for
further potential consideration equal to 0.1330 of a Kinross share per Great Bear common share which represents
US$46.0 million1 (C$58.2 million) in aggregate consideration, or C$1.00 per Great Bear common s hare, on a
partially-diluted3 basis (based upon the closing price of a Kinross share on the TSX as at December 7, 2021). 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 are
disclosed.
The Board of Directors of Kinross have unanimously approved the Transaction. The Board of Directors of Great
Bear have unanimously approved the Transaction, with Great Bear directors recommending that Great Bear
shareholders vote in favour of the Transaction.
Each of the directors and senior officers of Great Bear, and certain shareholders of Great Bear, representing in
aggregate approximately 20% of the issued and outstanding Great Bear common shares, have entered into voting
support agreements with Kinross and have agreed to vote in favour of the Transaction at the special meeting of
security holders of Great Bear to be held to consider the Transaction.
In addition to Great Bear security holder approval, the Transaction is subject to normal course regulatory approvals
and the satisfaction of customary closing conditions. Subject to the satisfaction of these conditions, Kinross expects
that the Transaction will be completed in Q1 2022.
Kinross and Great Bear have provided representations and warranties customary for a transaction of this nature
and Great Bear has provided customary interim period covenants regarding the operation of its business in the
ordinary course. The Agreement also provides for customary deal -protection measures, including non -solicitation
covenants on the part of Great Bear and a right to match in favour of Kinross . Great Bear may, under certain
2 Aggregate maximum total share consideration includes 15.0 million Kinross Options that will be exchanged for 3.9 million Great Bear
Options.
3 Inclusive of 0.3 million Great Bear Restricted Stock Units and Deferred Share Units.
Kinross Gold Corporation
25 York Street 17th Floor
Toronto, ON, Canada M5J 2V5
p. 5 Kinross announces acquisition of Great Bear Resources www.kinross.com
circumstances, terminate the Agreement in favour of an unsolicited superior proposal, subject to a terminat ion
payment by Great Bear to Kinross.
Further information regarding the transaction will be contained in an information circular that Great Bear will prepare,
file and mail in due course to its shareholders in connection with the Great Bear special meeting
Details regarding these and other terms of the transaction are set out in the arrangement agreement, which will be
available on SEDAR at www.sedar.com.
None of the securities to be issued pursuant to the Agree ment have been or will be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any
securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such
registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under
state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any
securities.
Advisors
Canaccord Genuity Corp. and Trinity Advisors Corporation are acting as financial advisors to Kinross, with Osler,
Hoskin & Harcourt LLP acting as legal advisor.
Conference call details
A conference call and audio webcast with Kinross and Great Bear management to discuss the transaction will be
held on Thursday, December 9, 2021 at 8:00 a.m. EST, followed by a question-and-answer session. To access the
call, please dial:
Canada & US toll-free – (833) 968-2237; Passcode: 8144017
Outside of Canada & US – (825) 312-2059; Passcode: 8144017
Replay (available up to 14 days after the call):
Canada & US toll-free – (800) 585-8367; Passcode: 8144017
Outside of Canada & US – (416) 621-4642; Passcode: 8144017
You may also access the conference call on a listen -only basis via webcast at our website www.kinross.com. The
audio webcast will be archived on www.kinross.com.
About Kinross Gold Corporation
Kinross is a Canadian -based senior gold mining company with mines and projects in the United States, Brazil,
Russia, Mauritania, Chile and Ghana. Our focus is on delivering value based on the core principles of operational
excellence, balance sheet strength, disciplined growth and responsible mining. Kinross maintains listings on the
Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).
Media Contact
Louie Diaz
Vice-President, Corporate Communications
phone: 416-369-6469
Investor Relations Contact
Chris Lichtenheldt
Vice-President, Investor Relations
phone: 416-365-2761
Kinross Gold Corporation
25 York Street 17th Floor
Toronto, ON, Canada M5J 2V5
p. 6 Kinross announces acquisition of Great Bear Resources www.kinross.com
APPENDIX A
Dixie project location
Figure 1. Map of Dixie property and LP Fault zone location4.
4 Source: Great Bear public disclosure.
Kinross Gold Corporation
25 York Street, 17th Floor
Toronto, ON Canada M5J 2V5
p. 7 Kinross announces acquisition of Great Bear Resources www.kinross.com
Dixie project map
Figure 2. LP Fault zone, and Arrow, Limb, Midwest and Hinge zones4.
Kinross Gold Corporation
25 York Street 17th Floor
Toronto, ON, Canada M5J 2V5
p. 8 Kinross announces acquisition of Great Bear Resources www.kinross.com
LP Fault zone
Figure 3. Long section with accentuated grades . LP F ault zone has been confirmed through drill testing along 10.8 km of strike length and remains open
beyond this. Drill results also indicate the presence of robust mineralization at depths below 750 m etres5.
5 All figures and values based on Great Bear drill data.