Mr. Russell Ball reports
CALIBRE ANNOUNCES INTENDED ONE-OFF GRANT OF OPTIONS & RESTRICTED SHARE UNITS, AS OUTLINED IN MANAGEMENT INFORMATION CIRCULAR
Calibre Mining Corp. intends to make a one-off grant to certain directors, officers and employees of the company of 27,775,000 incentive stock options and 4,725,000 restricted share units pursuant to the company's long-term incentive plan, which will be effective on the closing of the proposed acquisition from B2Gold Corp. of the El Limon and La Libertad gold mines, the Pavon gold project, and additional mineral concessions in Nicaragua, as previously and more particularly disclosed in the company's management information circular dated Aug. 30, 2019, circulated in connection with the transaction and the concurrent financing of subscription receipts. The exercise price of the options will be set in accordance with the requirements of the TSX Venture Exchange and/or the Toronto Stock Exchange.
Of the 27,775,000 options and 4,725,000 RSUs that the company is intending to issue, an aggregate of 10,375,000 options and 1,575,000 RSUs will be issued to the non-employee directors of the company. The non-employee director participation limits contained in the long-term incentive plan will, on a one-off basis, not apply to such option and RSU grants to each of the non-employee directors in recognition of (i) the fundamental change to the company entailed by the transaction, (ii) the concurrent financing and the proposed graduation of the company to the TSX, and (iii) the signification contributions that each of the non-employee directors made in relation to such matters and such non-employee directors having received and continuing to receive no or only modest cash compensation. On a go-forward basis, the company intends to apply the non-employee director participation limits contained in the long-term incentive plan to any future grants of awards.
Trading halt and graduation
Since announcing the transaction on July 2, 2019, trading of the shares of the company has been halted. The company expects trading to remain halted until the completion of the transaction. Shortly following the closing of the transaction and subject to meeting the TSX listing requirements, the company anticipates graduating and commencing trading on the TSX. Although the company expects that it will be able to satisfy the listing conditions of the TSX, there is no assurance that the TSX will grant listing approval, or that listing approval will be granted immediately in connection with the closing of the transaction.
We seek Safe Harbor.
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