Great Bear Uranium Corp. Agrees to Business Combination with Hillcrest Resources Ltd.

June 23, 2009

Great Bear Uranium Corp. ("Great Bear" or the "Company") (CNSX: GBR) is pleased to announce that it has entered into an agreement with Hillcrest Resources Ltd. ("Hillcrest") pursuant to which a statutory arrangement (the "Arrangement") for a business combination will be proposed to the shareholders of both companies.

The Arrangement will, if approved by special resolution of the shareholders of both companies and by the Supreme Court of British Columbia at a fairness hearing to be held after such meetings, result in the acquisition of all issued and outstanding shares of Hillcrest by Great Bear, and the subsequent amalgamation of the companies. The Arrangement will be carried out under the provisions of Section 288 of the British Columbia Business Corporations Act (the "BCBCA").

The purpose of the Arrangement is to combine the assets of the Company and Hillcrest to create a single company listed on the Canadian National Stock Exchange (the "CNSX") and having a larger asset base and more financial resources than either of its predecessor companies. The resulting company will carry on the mineral exploration business currently carried on by Great Bear and Hillcrest.

The results of the proposed Arrangement are summarized as follows:

1. each shareholder of Great Bear will continue to own one common share of the Company for each common share of Great Bear owned by such shareholder on the Arrangement Effective Date, so that those persons who are shareholders of Great Bear immediately prior to the effective time of the Arrangement will, on completion of the Arrangement, hold an aggregate of 28,286,452 Great Bear shares;
2. each shareholder of Hillcrest will receive one-third of a common share of Great Bear (to the nearest whole share) for each common share of Hillcrest owned by such shareholder immediately prior to the effective time of the Arrangement, with the result that:
   1. Hillcrest will become a wholly owned subsidiary of Great Bear; and
   2. those persons who are shareholders of Hillcrest immediately prior to the effective time of the Arrangement will, on completion of the Arrangement, hold an aggregate of approximately 5,775,000 Great Bear shares;
   3. Hillcrest will amalgamate with Great Bear by way of a vertical short form amalgamation, with the result that the assets and liabilities of both companies will be held by Great Bear.

The Arrangement has been approved by committees of independent directors of each of Great Bear and Hillcrest, who have received a fairness opinion stating that the proposed share exchange is fair, from a financial point of view, to the shareholders of Great Bear and Hillcrest.

Upon completion of the Arrangement, the board of directors of Great Bear will be comprised of Malcolm Swallow from Hillcrest, Wan Jung, Tony Chan and Patrick McAndless from Great Bear, and Donald Gee, currently a director and officer of both Hillcrest and Great Bear. Great Bear will continue to be managed by existing management of Great Bear. It is intended that Great Bear will arrange equity financing and acquire interests in additional mineral prospects as opportunities are identified.

Great Bear and Hillcrest will be preparing materials for meetings of their shareholders to be held to approve the Arrangement. It is expected that the dates of those meetings will be announced in the near future.

Great Bear is a British Columbia company which is a reporting issuer in British Columbia and Ontario, and trades on the CNSX. Hillcrest is a private British Columbia company. There is currently no market through which securities of Hillcrest can be sold. Great Bear shares issued in exchange for Hillcrest shares will be listed on the CNSX and will not be subject to any hold period. There can be no assurance that the Arrangement will be completed.

Completion of the proposed Arrangement is subject to a number of conditions, including but not limited to, approval by the shareholders of Great Bear and Hillcrest. There can be no assurance that the proposed Arrangement will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in any management information circular prepared in connection with the proposed Arrangement, any information released or received with respect to the proposed Arrangement may not be accurate or complete and should not be relied upon.