Laurion Mineral Exploration Inc. V.LME

Great Bear Resources Management Information Circular

[ahsineeg]

For those that are curious to see what an information circular looks like...here is the GBR info circular that shareholders received before the vote on the deal.

GBR info circular link

Of particular note is Page 53 - Background of the Arrangement

This is a very dense / legal doc....but if you want to spend a bit of time going through it, you can draw your own conclusions about where LME might be in any negotiations.

Here are some of my favourite timelines.

On November 10, 2021, after discussions and having considered the advice of Blakes, the Great Bear Board approved the formation of the Great Bear Special Committee comprised of Michael Kenyon, Paula Rogers and David Terry (each an independent director), with Mr. Kenyon serving as Chairperson, to assist in evaluating and negotiating a proposed transaction. The Great Bear Board also approved a mandate for the Great Bear Special Committee that included responsibility for, among other things, to review, assess and examine, and to advise the Great Bear Board on, any proposals or offers to acquire all of the issued and outstanding securities of the Company, and to review, assess and examine any strategic alternatives that may offer greater value to the shareholders of the Company and which may otherwise be in the best interests of the Company. In carrying out its responsibilities, the Great Bear Special Committee was authorized to, among other things, retain financial and other advisors if required or considered to be appropriate in the circumstances.

 

On November 14, 2021, the Great Bear Special Committee held a meeting to among other things, engage BMO Capital Markets as its financial advisor including to provide a long-form opinion as to the fairness, from a financial point of view, of the consideration to be received by Great Bear Shareholders pursuant to a potential transaction, such opinion to set out both its conclusion and a summary of the financial analysis supporting its conclusion.

 

In the morning of December 8, 2021, the Great Bear Special Committee met with the full Great Bear Board and Great Bear’s senior management, together with representatives of Blakes, BMO Capital Markets, CIBC Capital Markets and GenCap Mining Advisory, to discuss the final outstanding points in the Arrangement Agreement. BMO Capital Markets provided its oral opinion, which was subsequently confirmed by delivery of a written opinion, that, as of December 8, 2021, and subject to the assumptions, limitations, and qualifications set out therein, the Consideration to be received by Great Bear Shareholders pursuant to the Plan of Arrangement is fair, from a financial point of view, to the Great Bear Shareholders. After discussion and consideration, including a review of the transaction terms, the BMO Opinion and other relevant matters, the Great Bear Special Committee unanimously determined that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of Great Bear and that the Consideration is fair to the Great Bear Shareholders and recommended to the Great Bear Board that the Great Bear Board approve the Arrangement and the entering into of the Arrangement Agreement and ancillary agreements, and recommend that Great Bear Shareholders vote in favour of the Arrangement.

Following the meeting of the Great Bear Special Committee, the Great Bear Board met to receive the report of the Great Bear Special Committee and to receive advice from its financial and legal advisors. Blakes reviewed with the Great Bear Board the terms of the Arrangement Agreement and ancillary agreements to be entered into in connection with the Arrangement, and the Great Bear Board was provided with the opportunity to ask questions of Great Bear’s senior management and of its legal and financial advisors. The Great Bear Board received oral fairness opinions from CIBC Capital Markets and GenCap Mining Advisory, which were subsequently confirmed by delivery of written opinions, that, as of December 8, 2021, and subject to the assumptions, limitations, and qualifications set out therein, the consideration to be received by Great Bear Shareholders pursuant to the Plan of Arrangement is fair, from a financial point of view, to the Great Bear Shareholders. After a discussion and taking into consideration the unanimous recommendation of the Great Bear Special Committee, its own assessment of the transaction and the interests of Great Bear Shareholders, the CIBC Opinion and the GenCap Opinion and other relevant matters, the Great Bear Board unanimously determined that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of Great Bear and that the Consideration is fair to the Great Bear Shareholders, unanimously approved Great Bear entering into the Arrangement Agreement and the ancillary agreements and unanimously resolved to recommend that Great Bear Shareholders vote in favour of the Arrangement. Great Bear and Kinross executed the Arrangement Agreement and announced the Arrangement the evening of December 8, 2021.

Deal announced at 8:15pm on Dec 8, 2021
Deal Announcement PR - Dec 8, 2021