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Calibre Mining Corp (2)
Symbol CXB
Shares Issued 44,821,578
Close 2019-06-28 C$ 0.58
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Calibre Mining shareholders approve mine acquisition

2019-10-09 07:27 ET - News Release

Mr. Russell Ball reports


All matters submitted to shareholders for approval as set out in detail in Calibre Mining Corp.'s management information circular dated Aug. 30, 2019, were approved by the requisite majority of votes cast at its annual general and special meeting (AGSM) held in Vancouver, B.C., earlier today. A total of 23,061,267 common shares of Calibre were represented by shareholders in person or by proxy at the AGSM, representing 51.45 per cent of the company's issued and outstanding common shares as at the record date of Aug. 15, 2019.

Specifically, at the AGSM, the shareholders approved the:

  • Election of the board of directors;
  • Reappointment of PricewaterhouseCoopers LLP as the company's auditors for the ensuing year;
  • Indirect acquisition by the company from B2Gold Corp. of certain assets and subsidiaries of B2Gold holding a 100-per-cent interest in the El Limon mine, the La Libertad mine and the Pavon gold project;
  • Amended long-term incentive plan of the company.

Detailed results of the votes cast for the above-noted resolutions are set out in the attached tables.

                              ELECTION OF DIRECTORS
Nominee             Outcome of votes      Votes for   % for   Votes withheld   % withheld

Russell Ball                 Carried     23,053,724   99.97            7,543         0.03   
Douglas Forster              Carried     22,603,724   98.02          457,543         1.98   
Blayne Johnson               Carried     23,053,724   99.97            7,543         0.03   
Edward Farrauto              Carried     22,498,724   97.56          562,543         2.44   
Raymond Threlkeld            Carried     22,938,224   99.47          123,043         0.53   
Audra B. Walsh               Carried     23,053,724   99.97            7,543         0.03   
Douglas Hurst                Carried     23,053,724   99.97            7,543         0.03   
Gregory Smith                Carried     22,457,674   97.38          603,593         2.62   

The directors will serve on the board of directors of the company until the company's next annual general meeting of shareholders, except for Gregory Smith who has resigned from the board effective earlier today. On closing of the transaction, the company intends to appoint Dale Craig to the board as the B2Gold representative.

                    APPOINTMENT OF AUDITORS
Outcome of votes    Votes for   % for   Votes withheld   % withheld

Carried            23,034,014   99.88           27,253         0.12   

Outcome of votes     Votes for   % for   Votes withheld   % withheld

Carried             17,708,304   99.95            7,963         0.05   

Outcome of votes     Votes for   % for   Votes withheld   % withheld

Carried             22,799,414   98.86          261,853         1.14   

As previously disclosed in the circular, Mr. Smith has now been replaced by Russell Ball in the role of chief executive officer of the company. Mr. Smith has also resigned from the board of directors and as vice-president, exploration. Mr. Smith decided to step away as Calibre transitions from a junior, exploration-focused company to a multiasset producer. As part of the transition arrangement, Mr. Smith will enter into a consulting agreement with the company and will continue to be involved with Calibre in a consulting capacity for a 14-month period following closing of the transaction. In addition, the board of directors approved the appointment, effective immediately, of Darren Hall as chief operating officer and John Seaberg as chief financial officer.

Mr. Ball noted that: "Over the last eight years, Greg was instrumental in laying the foundation that allowed us to join forces with B2Gold and acquire the El Limon and La Libertad operations. Greg was an outstanding ambassador for Calibre in Nicaragua and the in-country relationships and staff he built will serve us well as we transition Calibre to a junior producer. On behalf of the Board, I would like to thank Greg for his dedication and contributions and wish him the best as he pursues his next discovery opportunity."

In connection with the closing of the transaction, the company intends to set an exercise price of 60 cents per common share upon grant of the previously disclosed stock option grants to certain officers, directors and employees of the company.

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, following which the company has received conditional approval to graduate and commence trading on the Toronto Stock Exchange. The company expects to commence trading on the Toronto Stock Exchange on Oct. 21, 2019.

We seek Safe Harbor.

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