Great Bear Resources Ltd. has received a final order from the Supreme Court of British Columbia dated April 28, 2020, and shareholder approval on April 23, 2020, for its proposed plan of arrangement to reorganize its business, including the spinoff of its wholly owned subsidiary, Great Bear Royalties Corp.

There is no change in the company's name and no consolidation of capital as a result of the arrangement.

The plan of arrangement is fully described in Great Bear Resources' information circular dated March 16, 2020.

Substitutional listing

In accordance with the above-referenced arrangement, common shares of Great Bear Resources outstanding immediately prior to completion of the arrangement (the old shares) will be redesignated as Class A common shares, which will be subsequently exchanged for one new common share of Great Bear Resources (the new share) and one-fourth of a Great Bear Royalties share for each old share of Great Bear Resources held before the effective date of the transaction. Warrants and options of the Great Bear Resources held before the effective date of the transaction are also adjusted pursuant to the arrangement as described in more detail in the circular. Accordingly, the new shares of Great Bear Resources will be listed on the exchange effective at the market opening, Tuesday, May 5, 2020.

Upon submission to Computershare Trust Company of Canada (the depositary) of the old shares, along with the duly completed letter of transmittal that was mailed to registered shareholders together with the circular, and such additional documents and instruments as the depositary may reasonably require of the holder of such surrendered certificate, such shareholder will be entitled to receive, in exchange, the new shares and royalty shares.

Capitalization:  unlimited common shares with no par value, of which 48,025,732 common shares are issued and outstanding

Escrowed shares:  nil

Transfer agent:  Computershare Trust Company of Canada

Trading symbol:  GBR (unchanged)

Cusip No.:  390143709 (new)

ISIN:  CA3901437093 (new)

For further information, please refer to the circular.

In conjunction with the closing of the arrangement, effective at the close of business, Monday, May 4, 2020, the old shares of Great Bear Resources will be delisted.