Great Bear Announces Shareholder Approval at Special Meeting

Great Bear Resources Ltd. (TSXV:GBR) (the “Company” or “Great Bear”) is pleased to announce that Great Bear shareholders (“Shareholders”) approved the plan of arrangement (the “Arrangement”) with Great Bear Royalties Corp. (“Great Bear Royalties”) at the special meeting of Shareholders held yesterday (the “Meeting”).

Under the Arrangement, the owners of common shares of Great Bear (each a “GBR Share”) are entitled to receive one-fourth of a common share of Great Bear Royalties for each GBR Share held immediately prior to the closing of the Arrangement, which is expected to be on or about May 5th, 2020. Following the Arrangement, Great Bear Royalties will no longer be a wholly owned subsidiary of Great Bear.

The Arrangement was approved by 99.54% of the votes cast by Shareholders, with Shareholders holding 21,768,565 GBR Shares or 46.01% of the outstanding GBR Shares present in person or represented by proxy at the Meeting.

Shareholders also approved the share option plan of Great Bear Royalties (the “Royalties Option Plan”) at the Meeting. The Royalties Option Plan was approved by 97.14% of the votes cast by Shareholders, with Shareholders holding 21,145,180 GBR Shares or 44.68% of the outstanding GBR Shares present in person or represented by proxy at the Meeting.

The Company intends to make an application to the Supreme Court of British Columbia (the “Court”) for a Final Order on April 28, 2020.

This announcement is for informational purposes only and does not constitute a solicitation or a proxy.

About Great Bear

Great Bear Resources Ltd. is a well-financed gold exploration company managed by a team with a track record of success in mineral exploration. Great Bear is focused in the prolific Red Lake gold district in northwest Ontario, where the company controls over 300 km2 of highly prospective tenure across 4 projects: the flagship Dixie Project (100% owned), and the Pakwash Property (earning a 100% interest), the Dedee Property (earning a 100% interest), and the Sobel Property (earning a 100% interest), all of which are accessible year-round through existing roads.

ON BEHALF OF THE BOARD

“Chris Taylor”

Chris Taylor, President and CEO

Cautionary note regarding forward-looking statements

This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

Forward-looking statements and information include, but are not limited to, statements with respect to timing, structure and completion of the Arrangement, the treatment of Great Bear and Great Bear Royalties’ securities under the Arrangement and Court, stock exchange and regulatory approvals for the Arrangement.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the requirement for regulatory approvals; the impact of general business and economic conditions; enhanced uncertainty in global financial markets as a result of the current COVID-19 pandemic; unquantifiable risks related to government actions and interventions; the absence of control over mining operations from which Great Bear will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to any international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects Great Bear or Great Bear Royalties; stock market volatility; regulatory restrictions; liability, competition, loss of key employees and other related risks and uncertainties.

Forward-looking information are based on management of the parties’ reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect.

Great Bear undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

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