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Calibre Mining Corp (2)
Symbol CXB
Shares Issued 340,212,381
Close 2021-12-08 C$ 1.29
Recent Sedar Documents

Calibre files circular for Fiore acquisition meeting

2021-12-08 11:34 ET - News Release

Mr. Darren Hall reports

CALIBRE MINING MAILS AND FILES SPECIAL MEETING MATERIALS IN CONNECTION WITH THE PROPOSED TRANSACTION WITH FIORE GOLD

Calibre Mining Corp. has filed and mailed its management information circular and related materials for the special meeting of Calibre shareholders to consider and approve (i) the issuance of common shares of Calibre pursuant to a plan of arrangement whereby Calibre will acquire all of the issued and outstanding common shares of Fiore Gold Ltd., which approval is required under the policies of the Toronto Stock Exchange, and (ii) certain amendments to Calibre's amended and restated long-term incentive plan, which will be implemented only upon the completion of the arrangement. The arrangement will create a diversified, Americas-focused, growing mid-tier gold producer with targeted annual gold production of approximately 245,000 ounces (oz). The combined company will have comprehensive technical capabilities to exploit a pipeline of development and exploration opportunities across a broader portfolio. This growth strategy will be supported by a strong balance sheet with a combined cash balance of $96-million and no bank debt (as at Sept. 30, 2021).

Calibre will be acquiring a 100-per-cent interest in Fiore's operating Pan gold mine, the adjacent advanced-stage Gold Rock project and the past-producing Illipah gold project in Nevada, as well as the Golden Eagle project in Washington.

Materials for the meeting, including the circular, are available on SEDAR and on the company's website.

Highlights of the transaction:

  • Creates a diversified, Americas-focused, growing mid-tier gold producer with targeted annual gold production of approximately 245,000 oz and AISC (all-in sustaining cost) of $1,020 per ounce;
  • Nevada gold production of 50,000 oz per year at the Pan mine;
  • Supported by a mineral resource base of 4.4 million ounces (Moz) measured and indicated and 3.1 Moz inferred;
  • Strong balance sheet with $96-million in cash and zero bank debt (as at Sept. 30, 2021);
  • Strong free cash flow generation to fully finance organic growth initiatives;
  • Growth driven by near-term development of the federally permitted and fully financed Gold Rock project in Nevada and the Eastern Borosi project in Nicaragua;
  • Multiple near-mine, high-impact exploration targets to support mineral reserve and mine life expansion;
  • Proven management team, led by Darren Hall as chief executive officer and Blayne Johnson as chairman, with a long record of shareholder value creation;
  • Attractive relative valuation versus gold peers;
  • Enhanced market presence with broad research analyst coverage, trading liquidity and index conclusions.

Board recommendation

The board of directors of Calibre unanimously determined that the arrangement is in the best interests of Calibre and unanimously recommends that Calibre shareholders vote for the issuance of Calibre shares pursuant to the arrangement and the LTIP (long-term incentive plan) amendments.

Your vote is important regardless of the number of Calibre shares you own. As a Calibre shareholder, it is very important that you read the circular and related materials with respect to the meeting carefully and then vote your Calibre shares.

You are eligible to vote your Calibre shares if you were a Calibre shareholder of record at the close of business on Nov. 15, 2021.

Calibre meeting

The meeting will be held at 10 a.m. Vancouver time on Jan. 5, 2022, in a virtual-only format conducted through live webcast on-line.

As the meeting will be in a virtual-only format, registered and non-registered shareholders will not be able to attend in person. Calibre strongly encourages all registered shareholders, who would like to attend, participate and/or vote virtually on-line through live webcast to carefully follow the procedures outlined in the circular, which is available on SEDAR and on the company's website. If you are a non-registered shareholder, you will be able to attend, participate and/or vote at the meeting on-line through live webcast only if you duly appoint yourself as proxyholder through the method specified by your intermediary. If a non-registered shareholder does not comply with these requirements, you will be able to attend the meeting on-line through live webcast as a guest but will not be able to vote or ask questions.

Shareholders are encouraged to vote in advance of the meeting, even if they plan on attending the meeting, to ensure their vote is received in a timely manner. Shareholders are encouraged to vote today through the Internet or telephone, as outlined below.

At the meeting, Calibre shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution authorizing the issuance by Calibre of up to 108,199,618 Calibre shares as consideration in connection with the arrangement, as required under the policies of the Toronto Stock Exchange. Also, Calibre shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution approving the LTIP amendments, to be implemented only upon the completion of the arrangement. The circular contains a detailed description of the arrangement and LTIP amendments, as well as certain additional information relating to Fiore and Calibre. If the requisite shareholder approval is obtained at the meeting and if the other conditions to the arrangement becoming effective are satisfied or waived, it is expected that the arrangement will be completed in January, 2022.

Your vote is important -- please vote today

How to vote

Each shareholder's vote is very important and all shareholders are encouraged to vote on-line or by telephone or mail by using one of voting methods described below.

The voting deadline is 10 a.m. Vancouver time on Friday, Dec. 31, 2021.

Registered shareholders non-registered shareholders Calibre Shares held in own name and represented by a physical certificate or DRS. Calibre Shares held with a broker, bank or other intermediary. Internet www.investorvote.com www.proxyvote.com Telephone 1-866-732-8683 Dial the applicable number listed on the voting instruction form. Mail Return the voting instruction form in the enclosed postage paid envelope. Return the voting instruction form in the enclosed postage paid envelope.

SHAREHOLDER QUESTIONS AND ASSISTANCE

For more information, or if you have any questions or require assistance voting your Calibre Shares, please contact our strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or outside North America at 1-416-304-0211, or by e-mail at assistance@laurelhill.com.

CALIBRE QUALIFIED PERSON

Darren Hall, MAusIMM, President and Chief Executive Officer of Calibre is a "qualified person" as set out under National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and approved the scientific and technical information in this news release with respect to Calibre and its assets. Mr. Hall has verified the data disclosed in this news release and no limitations were imposed on his verifications process.

About Calibre Mining Corp.

Calibre Mining is a Canadian-listed international gold mining and exploration company with three 100%-owned operating gold mines and strong exploration assets located in highly prospective gold regions across Nicaragua. The Company is focused on unlocking resources and generating value through sustainable operating performance and a disciplined approach to growth. Since the acquisition of the Limon, Libertad gold mines and Pavon Gold Project, Calibre has proceeded to integrate its operations into a 'hub-and-spoke' operating philosophy whereby the Company can take advantage of reliable infrastructure, favorable transportation costs, and multiple high-grade ore sources that can be processed at either Limon or Libertad, which have a combined 2.7 million tonnes of annual mill throughput capacity.

We seek Safe Harbor.

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