Great Bear Resources Ltd. (TSXV:GBR) announced the spin-off of 2% net smelter royalty on mineral production at the Dixie property in Ontario on October 24, 2019. Great Bear Resources Ltd. (TSXV:GBR) has executed an arrangement agreement for the spin-off of 2% net smelter royalty on mineral production at the Dixie property in Ontario on January 31, 2020. The arrangement involves, the distribution of 100% of the common shares of 2% net smelter royalty on mineral production at the Dixie property in Ontario to Great Bear shareholders such that each shareholder record date will receive one share of Great Bear Royalties for each four common shares of Great Bear. Great Bear Resources intends to create, and subsequently spin out, a 2% net smelter royalty (NSR) on any potential future mineral production at the Dixie property. The record date for the transaction is March 16, 2020. The NSR will initially be placed in a wholly-owned subsidiary ("SpinCo"). The intention is for the shares of SpinCo to be distributed to the shareholders of Great Bear at a time to be determined by the Board of Directors. It is expected that the distribution will be completed pursuant to a plan of arrangement, under the Business Corporations Act (British Columbia). Pursuant to the arrangement, common shares of SpinCo will be distributed to shareholders of Great Bear on a pro rata basis. Subsequent to the SpinCo share distribution, the Board of Directors of SpinCo may at some point decide to pursue listing of its shares on a stock exchange, if and when it determines it is in the best interests of its shareholders. There will be no change in shareholders' holdings in Great Bear as a result of the Arrangement.

The Arrangement will be subject to TSX Venture Exchange, regulatory, Great Bear shareholders and court approval, notices of dissent pursuant to Article 5 of the Plan of Arrangement shall not have been delivered by shareholders of Great Bear holding greater than 5% of the outstanding Great Bear's shares as well as at management's continued discretion. Great Bear has obtained an interim order of the Supreme Court of British Columbia. Subject to approval by the Great Bear's shareholders, Great Bear will seek a final order from the Court approving the Arrangement. The Board of Directors of Great Bear Resources has unanimously determined that the arrangement is fair to shareholders and is in the best interests of the Great Bear Resources. As of April 23, 2020, transaction was approved by the shareholders of Great Bear. As of April 28, 2020, Great Bear Resources Ltd., has received the final order from the Supreme Court of British Columbia to implement the plan of arrangement and the completion of remains subject to the final approval of the TSX-V. The transaction is expected to close in April 2020. As of March 30, 2020, the transaction is expected to close on or about April 28, 2020. It is expected that the transaction will be completed by May 5, 2020. There is no certainty Great Bear Resources will proceed with the arrangement. The newly incorporated entity will be known as Great Bear Royalties Corp. and will not initially be listed on a public stock exchange but will operate as a reporting issuer. After closing of the arrangement, Great Bear shares will continue trading on the TSX Venture Exchange in Canada under the symbol GBR, and on the OTCQX Market in the United States under the symbol GTBDF.

Bob Wooder of Blake, Cassels & Graydon LLP acted as legal advisor to Great Bear Royalties Corp. Computershare Investor Services Inc. acted as depositary to Great Bear Resources.

Great Bear Resources Ltd. (TSXV:GBR) completed the spin-off of 2% net smelter royalty on mineral production at the Dixie property in Ontario on May 5, 2020.