The TSX Venture Exchange has accepted for filing Calibre Mining Corp.'s reverse takeover and related transactions, all as principally described in its information circular dated Aug. 30, 2019.
On Aug. 28, 2019, Calibre entered into a share purchase and consolidation agreement among Calibre, Adobe Capital and Trading, B2Gold Corp., and B2Gold's subsidiaries Triton Mining Corp., Triton Mining (USA) LLC and Central Sun Mining Investments Corp.
The transaction was to be effected in accordance with the terms of the share purchase and consolidation agreement and a plan of consolidation in the form attached to the share purchase and consolidation agreement. Pursuant to the transaction, Calibre was to indirectly acquire (through the acquisition of certain indirect subsidiaries of B2Gold and certain loan receivables) the El Limon mine, the La Libertad mine, the Pavon property, the Cerro Quiros property and the San Jose property, each located in Nicaragua, from B2Gold, including by way of the company consolidation (defined below), for consideration of $100-million (U.S.).
The payment consists of: $40-million (U.S.) of cash, $40-million (U.S.) of Calibre shares, a $10-million (U.S.) convertible debenture and $10-million (U.S.) in cash payable 12 months after closing of the transaction, all in accordance with the share purchase and consolidation agreement and plan of consolidation. The share purchase and consolidation agreement provides for the indirect acquisition by Calibre of certain of the target assets, including by way of the consolidation among Adobe Capital and B2Gold's subsidiary Minesa (Cayman) Inc. to create a new consolidated company.
On Oct. 4, 2019, the parties to the share purchase and consolidation agreement entered into a waiver and amendment agreement which, among other things, gives B2Gold an option to have a portion of the deferred consideration (payable to it 12 months after closing of the transaction) paid in Calibre shares.
The exchange has been advised that Calibre's acquisition of the target assets and related transactions have received approval from the shareholders of Calibre at its annual general and special meeting held on Oct. 8, 2019, and has been completed.
Calibre is classified as a mineral exploration company.
Capitalization: unlimited shares with no par value of which
310,321,880 shares are issued and outstanding
Transfer agent: Computershare Trust Company of Canada
Cusip No.: 13000C 20 5
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