Mr. Darren Hall reports
INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND THAT CALIBRE SHAREHOLDERS VOTE "FOR" THE PROPOSED TRANSACTION WITH FIORE GOLD LTD.
Leading independent proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. have each recommended Calibre Mining Corp. shareholders vote for the resolution approving the issuance of common shares of Calibre pursuant to the plan of arrangement whereby Calibre will acquire all of the issued and outstanding common shares of Fiore Gold Ltd.
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 share issuance resolution at the special meeting of the Calibre shareholders to be held on Jan. 5, 2022, at 10 a.m. Vancouver time, to consider, among other things, the share issuance resolution.
Highlights of the transaction:
Creates a diversified, Americas focused, growing mid-tier gold producer with targeted annual gold production of approximately 245,000 ounces and AISC (all-in sustaining cost) of $1,020 per ounce;
Nevada gold production of 50,000 ounces per year at the Pan mine;
Supported by a mineral resource base of 4.4 million ounces measured and indicated and 3.1 million ounces 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.
The meeting will be held at 10 a.m. Vancouver time on Jan. 5, 2022, in a virtual-only format conducted by live webcast.
As the meeting will be in a virtual-only format, registered and non-registered Calibre shareholders will not be able to attend in person. Calibre strongly encourages all registered Calibre shareholders who would like to attend, participate and/or vote virtually on-line by live webcast to carefully follow the procedures outlined in the management information circular with respect to the meeting dated Dec. 2, 2021, which is available on SEDAR and on the company's website. If you are a non-registered Calibre shareholder, you will be able to attend, participate and/or vote at the meeting on-line by live webcast only if you duly appoint yourself as proxyholder through the method specified by your intermediary. If a non-registered Calibre shareholder does not comply with these requirements, you will be able to attend the meeting on-line by live webcast as a guest but will not be able to vote or ask questions.
Calibre 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. Calibre shareholders are encouraged to vote today by the Internet or telephone, as outlined herein.
Your vote is important -- please vote today.
How to vote
Each Calibre shareholder's vote is very important, and all Calibre shareholders are encouraged to vote on-line or by telephone or mail by using one of the voting methods described herein.
The voting deadline is 10 a.m. Vancouver time on Friday, Dec. 31, 2021.
Shareholder questions and assistance
For more information or if you have any questions or require assistance voting your Calibre shares, please contact the company's strategic shareholder adviser and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in North America or at 1-416-304-0211 outside North America or by e-mail at email@example.com.
For a more detailed description of the arrangement, please refer to the circular.
About Calibre Mining Corp.
Calibre is a Canadian-listed international gold mining and exploration company with three 100-per-cent-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 and Libertad gold mines and the 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, favourable 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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