Plan of Arrangement
June 13, 2008
Great Bear Uranium Corp. (the "Company" or "Great Bear") (CNQ: GTBR) is pleased to announce that it will be proposing a statutory arrangement (the "Arrangement") to its shareholders at their July 2, 2008 annual and special general meeting.
The Arrangement will, if approved by special resolution of the shareholders and by the Supreme Court of British Columbia at a fairness hearing to be held on July 16, 2008, result in the transfer of certain assets of the Company to Mountain Gold Resources Ltd. ("Mountain Gold"), a wholly-owned subsidiary of the Company, under the provisions of Section 288 of the British Columbia Business Corporations Act (the "BCBCA"). The purpose of the Arrangement is to separate and preserve those assets of the Company which are related to its gold and other precious metals exploration business in Mountain Gold for the benefit of the Company's shareholders as at the Arrangement Effective Date, with the intent that Mountain Gold will carry on that mineral exploration business while the Company focuses on its uranium exploration business, which has become the Company's principal business.
The results of the proposed Arrangement are summarized as follows:
(a) each shareholder of the Company will receive one-third of a common share of Mountain Gold (to the nearest whole share) for each common share of the Company owned by such shareholder on the Arrangement Effective Date;
(b) each shareholder of the Company will continue to own one common share of the Company for each common share of the Company owned by such shareholder on the Arrangement Effective Date;
(c) the Company will retain all of its cash and uranium assets except for $50,000 to be transferred to Mountain Gold as initial working capital, and will continue to carry on the business of exploration and development of uranium prospects;
(d) Mountain Gold will acquire the Company's interest in the "Birch" gold prospect.The Company and Mountain Gold will continue to be managed by existing management of the Company. It is intended that Mountain Gold will arrange equity financing and acquire interests in additional gold and other precious metals prospects as those opportunities are presented.
Mountain Gold is a "private issuer", as that term is defined in the Securities Act (B.C.). As a result of its participation in the Arrangement, Mountain Gold will become a "reporting issuer", as that term is defined in the Securities Act (B.C.), but will not be listed on any stock exchange. It is management's intention that Mountain Gold will apply to have its common shares quoted on The Canadian Trading and Quotation System Inc. ("CNQ"), subject to acceptance by CNQ. However, no such application has been made. There is currently no market through which securities of Mountain Gold can be sold, either before or after the Arrangement Effective Date, and there can be no assurance that any such market will ever develop. There can be no assurance that Mountain Gold will ever become listed on any stock exchange or become eligible for trading through CNQ or "over-the-counter" on any automated quotation service.
ABOUT GREAT BEAR URANIUM
Great Bear Uranium Corp. is a well financed mineral exploration company focused on the strategic acquisition, exploration, and development of uranium properties. The Company has assembled a strong portfolio of projects in some of Canada's foremost uranium producing and exploration regions - the Athabasca Basin, Thelon Basin, and Uranium City Mining District - and is well positioned to discover new sources of supply. While exploring these properties management will continue to target the acquisition of additional uranium interests that are value-creating. Great Bear's shares are listed on the CNQ exchange under the symbol "GTBR".
This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.
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