Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF)
(“
Calibre” or the “
Company”) is
pleased to announce that the Company intends to file and mail its
management information circular dated December 11, 2023 (the
“
Circular”) and related meeting and proxy
materials today in connection with the virtual-only special meeting
(the “
Meeting”) of holders (the
“
Calibre Shareholders”) of common
shares of Calibre (the “
Calibre Shares”) scheduled
to be held on January 16, 2024. The purpose of the Meeting is to
seek approval for (i) the issuance of Calibre Shares as
consideration in connection with a plan of arrangement under the
Canada Business Corporations Act (the
“
Transaction”) whereby Calibre will acquire all of
the issued and outstanding common shares of Marathon Gold
Corporation (“
Marathon”) it does not already own;
and (ii) an amendment to increase the maximum number of Calibre
Shares that may be reserved and set aside for issuance under
Calibre’s amended and restated long-term incentive plan (the
“
LTIP Amendment”), which amendment will be
implemented only upon the completion of the Transaction.
The Transaction will create an Americas-focused,
high-margin, high-growth, mid-tier gold producer with estimated
average annual gold production of approximately 500 koz during 2025
– 2026E1. The combined company will have a strong balance sheet
with a combined cash balance of US$148 million2 and significant
free cash flow generated from Calibre’s existing mines. This
financial strength is expected to facilitate the seamless
construction of Marathon’s 100%-owned Valentine Gold Project
(“Valentine”) and a continuous flow of exciting
discovery and resource-building drill results from Nicaragua,
Nevada, and Newfoundland & Labrador.
Highlights of the Transaction
- High-margin, cash flow focused,
mid-tier gold producer in the Americas1 expected to produce on
average 500 koz (2025 – 2026E average) of gold per year.
- Strong balance sheet with estimated
combined cash balance of approximately US$148 million2 and
significant free cash flow generation, ensuring the seamless
completion of Valentine during the final 50% of construction.
- Significant combined mineral
endowment of over 4.0 million ounces of Mineral Reserves, 8.6
million ounces of Measured and Indicated Mineral Resources
(inclusive of Mineral Reserves) and 4.0 million ounces of Inferred
Mineral Resources3.
- Geographic diversification of
Calibre’s asset base into Canada and the establishment of an
operational platform in Newfoundland and Labrador, a tier-1 mining
jurisdiction.
- Peer leading production growth of
80% (2024 – 2026E average)1.
- Robust annual cash flow from
operations of US$380 million (2025 – 2026E)1.
- Approximately 60% net asset value
in tier-1 mining jurisdictions1 with (i) scale and strong re-rating
potential as a mid-tier gold producer; and (ii) anticipated
pro-forma market capitalization of approximately US$750 million,
increased public float, trading liquidity, and access to
capital.
- Valentine to add expected average
annual gold production of 195 koz at low projected All-in
Sustaining Costs of US$1,007 per ounce through the first 12 years
of production beginning in 20251,4.
- A continuous flow of exciting
discovery and resource-building drill results from Nicaragua,
Nevada, and Newfoundland & Labrador.
- A proven team and board, led
by Darren Hall (CEO), Blayne Johnson (Chairman) and
Doug Forster (Lead Director) with a track record of operational
excellence and shareholder value creation.
- The Transaction is accretive to
Calibre on key financial and operating metrics.
- All of Calibre’s directors and
senior management, as well as B2Gold Corp., which together hold
approximately 27% of the issued and outstanding Calibre Shares,
have entered into support agreements pursuant to which they have
agreed, among other things, to vote in favour of the
Transaction.
- The Board of Directors of Calibre
(the “Calibre Board”) received an opinion from TD
Securities, dated November 12, 2023, as to the fairness to Calibre,
from a financial point of view, of the consideration to be paid by
Calibre under the Transaction, based upon and subject to the
assumptions, limitations and qualifications set forth therein.
The TransactionPursuant to the
arrangement agreement dated November 12, 2023 between Calibre and
Marathon, holders (“Marathon Shareholders”) of
common shares of Marathon (“Marathon Shares”)
(other than dissenting shareholders and Calibre) will receive
0.6164 of a Calibre Share for each Marathon Share held. Both the
issuance of Calibre Shares in connection with the Transaction and
the LTIP Amendment are subject to the approval of at least a
majority of votes cast by Shareholders present (virtually) or
represented by proxy and entitled to vote at the Meeting.
Immediately upon completion of the Transaction, existing Calibre
Shareholders and Marathon Shareholders are expected to own
approximately 64.9% and 35.1% of the combined company,
respectively.
Completion of the Transaction is subject to
shareholder and court approvals and the satisfaction or waiver of
certain other conditions. The Toronto Stock Exchange has
conditionally approved the listing of the Calibre Shares to be
issued under the Transaction, subject to the filing of certain
documents following the closing of the Transaction. The Transaction
has also been cleared under the Competition Act (Canada) by the
Commissioner of Competition. It is currently expected that the
effective date of the Transaction will occur in late January
2024.
Board RecommendationThe Calibre
Board unanimously determined that the Transaction is in the best
interests of Calibre and unanimously recommends that Shareholders
vote FOR the issuance of Calibre Shares pursuant
to the Transaction and the LTIP Amendment.
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 November 27, 2023.
Calibre MeetingThe Meeting is
scheduled to be held at 10:00 AM (Vancouver time) on January 16,
2024 in a virtual-only format conducted via live webcast at
meetnow.global/MZZM54R.
As the Meeting will be in virtual only format,
registered and non-registered Calibre 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 online via live webcast to carefully follow the
procedures outlined in the Circular and the Computershare Virtual
Meeting Guide, both of which will be made available on SEDAR+ at
www.sedarplus.ca and on the Company’s website at
www.calibremining.com. If you are a non-registered Calibre
Shareholder, you will be able to attend, participate and/or vote at
the Meeting online via 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 online
via 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 to virtually attend the
Meeting, to ensure their vote is received in a timely manner.
Calibre shareholders are encouraged to vote today via the internet
or telephone, as outlined below.
Your Vote Is Important - Please Vote
Today
How To VoteEach Shareholder’s
vote important and Shareholders are encouraged to vote using one of
the voting methods described below well in advance of the proxy
voting deadline.
The Proxy Voting Deadline Is 10:00 A.M.
(Vancouver Time) on Friday, January 12, 2024 or 48
hours (Excluding Weekends and Holidays in the Province Of British
Columbia) Prior to the Time of any Adjourned Or Postponed
Meeting
|
Registered Shareholders |
Non-Registered Shareholders |
|
Common Shares held in own name and represented by a physical
certificate or DRS. |
Common 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 proxy in the enclosed postage paid
envelope. |
Return the voting instruction form in the enclosed postage
paid envelope. |
|
|
|
Shareholder Questions and
AssistanceFor 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 PersonDarren
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.
Marathon Qualified
PersonDisclosure of a scientific or technical nature with
respect to Marathon and its assets in this news release has been
approved by Mr. Gil Lawson, P. Eng. (Ont.), Chief Operating Officer
for Marathon and Mr. David Ross, P.Geo (NL), Vice President,
Geology & Exploration for Marathon. Mr. Lawson and Mr. Ross are
qualified persons under National Instrument NI 43-101. Mr. Roy
Eccles, P.Geo. (NL), of APEX Geoscience Ltd. is a Qualified Person
for purposes of NI 43-101, is independent of Marathon and
Valentine, and has reviewed and takes responsibility for the
updated 2022 MRE prepared by John T. Boyd Company.
ON BEHALF OF THE BOARD
“Darren Hall”
Darren Hall, President & Chief Executive Officer
For further information, please contact:
Ryan KingSenior Vice President
Corporate Development & IRT: (604) 628-1012E:
calibre@calibremining.comW: www.calibremining.com
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About Calibre Mining
Corp.Calibre (TSX:CXB) is a Canadian-listed, Americas
focused, growing mid-tier gold producer with a strong pipeline of
development and exploration opportunities across Nevada and
Washington in the USA, and Nicaragua. Calibre is focused on
delivering sustainable value for Calibre Shareholders, local
communities and all stakeholders through responsible operations and
a disciplined approach to growth. With a strong balance sheet, a
proven management team, strong operating cash flow, accretive
development projects and district-scale exploration opportunities
Calibre will unlock significant value.
Cautionary Note Regarding Forward
Looking InformationThis news release includes certain
“forward-looking information” and “forward-looking statements”
(collectively “forward-looking statements”) within the meaning of
applicable Canadian securities legislation and United States
securities legislation, respectively, including statements
regarding the plans, intentions, beliefs and current expectations
of Calibre and Marathon with respect to future business activities
and operating performance. All statements in this news release that
address events or developments that Calibre and Marathon expect to
occur in the future are forward-looking statements. Forward-looking
statements are statements that are not historical facts and are
often identified by words such as "expect", "plan", "anticipate",
"project", "target", "potential", "schedule", "forecast", "budget",
"estimate", "intend" or "believe" and similar expressions or their
negative connotations, or that events or conditions "will",
"would", "may", "could", "should" or "might" occur, and include
information regarding: (i) expectations regarding whether the
Transaction will be consummated, including whether conditions to
the consummation of the Transaction will be satisfied, or the
timing for completing the Transaction and receiving the required
regulatory and court approvals, (ii) the anticipated timing of the
shareholders’ meetings of Calibre and Marathon and the mailing of
the information circulars in respect of the meetings; (iii) the
highlights of the Transaction, including expectations regarding the
potential benefits and synergies of the Transaction and the ability
of the combined company to successfully achieve business
objectives, such as integrating the companies or the effects of
unexpected costs, liabilities or delays, (iv) expectations
regarding additional mineral reserves and future production, (v)
expectations regarding financial strength, free cash flow
generation, trading liquidity, and capital markets profile, (vi)
expectations regarding future exploration and development, growth
potential for Calibre’s and Marathon’s operations, (vii) the
availability of the exemption under Section 3(a)(10) of the U.S.
Securities Act to the securities issuable in the Transaction,
(viii) expectations with respect to annual gold production of
Calibre, Marathon or the combined company, (ix) the structure,
steps, timing and effects of the Transaction, (x) local and global
economic conditions and the environment in which the combined
company will operate in the future, and (xi) expectations for other
economic, business, and/or competitive factors.
Forward-looking statements necessarily involve
assumptions, risks, and uncertainties, certain of which are beyond
Calibre’s and Marathon’s control. These forward-looking statements
are qualified in their entirety by cautionary statements and risk
factor disclosure contained in filings made by Calibre and Marathon
with the Canadian securities regulators, including Calibre’s and
Marathon’s respective annual information form, Calibre’s financial
statements and related MD&A for the financial year ended
December 31, 2022 and its interim financial statements and related
MD&A for the three and nine months ended September 30, 2023,
and Marathon’s financial statements and related MD&A for the
financial year ended December 31, 2022 and its interim financial
statements and related MD&A for the three and nine months ended
September 30, 2023, all filed with the securities regulatory
authorities in certain provinces of Canada and available under each
of Calibre’s and Marathon’s respective profile at
www.sedarplus.com. The risk factors are not exhaustive of the
factors that may affect Calibre’s and Marathon’s forward-looking
statements.
Calibre’s and Marathon’s forward-looking
statements are based on the applicable assumptions and factors
management considers reasonable as of the date hereof, based on the
information available to management of Calibre and Marathon at such
time. Calibre and Marathon do not assume any obligation to update
forward-looking statements if circumstances or management’s
beliefs, expectations or opinions should change other than as
required by applicable securities laws. There can be no assurance
that forward-looking statements will prove to be accurate, and
actual results, performance or achievements could differ materially
from those expressed in, or implied by, these forward-looking
statements. Accordingly, undue reliance should not be placed on
forward-looking statements.
Foot Notes:1. Based on
consensus estimates (2025 – 2026E average) sources from Refinitiv,
public disclosure of Marathon and Calibre, respectively, and
available broker estimates 2. Calibre cash position and Marathon
cash position, FX USD:CAD of 0.72:1 as at September 30, 2023 3. See
Mineral Resource and Reserve Statements & Notes for Calibre and
Marathon at the end of this press release and at www.sedarplus.ca
and www.calibremining.com and www.marathon-gold.com. 4. See
Marathon news release dated December 7, 2022.
Technical Data: Tables and Notes:
All estimates have been prepared using CIM (2014) definitions.
Mineral resources that are not mineral reserves do not have
demonstrated economic viability. Mineral Resources are inclusive of
Mineral Reserves. Numbers may not add due to rounding.
|
Calibre Mining Mineral Resource and Reserve
TablesNicaragua Mineral Resource and Reserve
Statements – December 31, 2022 (or as noted
below)1,2,3,4,5,6All notes with
parametres are at the end of this press release. |
|
Tonnage(kt) |
Grade(g/t Au) |
Grade(g/t Ag) |
Contained Au(koz) |
Contained Ag(koz) |
Probable Reserves |
6,269 |
|
5.37 |
|
16.25 |
|
1,082 |
|
3,275 |
|
El Limon Complex |
3,714 |
|
5.50 |
|
5.21 |
|
657 |
|
622 |
|
La Libertad Complex |
2,556 |
|
5.18 |
|
32.29 |
|
426 |
|
2,654 |
|
Measured & Indicated Resources(Inclusive
of probable reserves) |
16,806 |
|
3.37 |
|
8.98 |
|
1,823 |
|
4,814 |
|
El Limon Complex |
13,313 |
|
2.97 |
|
2.05 |
|
1,270 |
|
877 |
|
La Libertad Complex |
3,493 |
|
4.92 |
|
35.38 |
|
553 |
|
3,937 |
|
Inferred Resources |
59,056 |
|
1.30 |
|
7.09 |
|
2,462 |
|
13,460 |
|
El Limon Complex |
1,597 |
|
4.26 |
|
3.27 |
|
218 |
|
167 |
|
La Libertad Complex |
6,433 |
|
3.65 |
|
41.19 |
|
754 |
|
8,487 |
|
Primavera (January 31, 2017) |
44,974 |
|
0.54 |
|
1.15 |
|
782 |
|
1,661 |
|
Cerro Aeropuerto (April 11, 2011) |
6,052 |
|
3.64 |
|
16.16 |
|
708 |
|
3,145 |
|
USA Mineral Resource and Reserve Statements – December 31,
20227,8,9,10All notes with parameters are
at the end of this press release. |
|
Tonnage(kt) |
Grade(g/t Au) |
Grade(g/t Ag) |
Contained Au(koz) |
Contained Ag(koz) |
Proven & Probable Reserves |
19,788 |
|
0.37 |
|
|
|
264 |
|
|
|
Pan Mine |
19,788 |
|
0.37 |
|
|
|
264 |
|
|
|
Measured & Indicated Resources(Inclusive of
probable reserves) |
98,212 |
|
0.88 |
|
6.44 |
|
2,780 |
|
9,399 |
|
Pan Mine |
33,790 |
|
0.33 |
|
|
|
359 |
|
|
|
Gold Rock (Mar 31, 2020) |
18,996 |
|
0.66 |
|
|
|
403 |
|
|
|
Golden Eagle (Mar 31, 2020) |
45,426 |
|
1.38 |
|
6.44 |
|
2,018 |
|
9,399 |
|
Inferred Resources |
11,643 |
|
0.75 |
|
4.43 |
|
281 |
|
765 |
|
Pan Mine |
3,246 |
|
0.40 |
|
|
|
42 |
|
|
|
Gold Rock (Mar 31, 2020) |
3,027 |
|
0.87 |
|
|
|
84 |
|
|
|
Golden Eagle (Mar 31, 2020) |
5,370 |
|
0.90 |
|
4.43 |
|
155 |
|
765 |
|
Notes: Calibre Mining Mineral Resource and Reserve
Statements
Note 1 and 2 - La Libertad Complex Mineral Resource and
Reserve Notes |
- For additional information see “NI
43-101 Technical Report on the La Libertad Complex, Nicaragua”
dated March 29, 2022, and effective December 31, 2021, which is
available under Calibre’s profile on www.sedarplus.ca
|
Note 3 and 4 – El Limon Complex Mineral Resource
and Reserve
Notes |
- For additional information see “NI
43-101 Technical Report on the El Limón Complex, León and Chinadego
Departments, Nicaragua” dated March 30, 2021 and effective December
31, 2021, which is available under Calibre’s profile on
www.sedarplus.ca
|
Note 5 – Cerro Aeropuerto (Borosi) Mineral Resource
Notes |
- The effective date of the Mineral
Resource is April 11, 2011.
- For additional information ‘NI
43-101 Technical Report and Resource Estimation of the Cerro
Aeropuerto and La Luna Deposits, Borosi Concessions, Nicaragua’ by
Todd McCracken, dated April 11, 2011.
|
Note 6 – Primavera (Borosi) Mineral Resource
Notes |
- The effective date of the Mineral Resource is January 31,
2017.
|
Note 7 and 8 – Pan Open
Pit Mineral Resource and Reserve
Notes |
- Mineral Reserves stated above are
contained within and are not additional to the Mineral Resource,
the exception being leach pad inventory. Mineral Resources are
based on 100% ownership.
- For additional information “NI
43-101 Updated Technical Report on Resources and Reserves, Pan Gold
Project, White Pine County, Nevada” dated March 16, 2023, and
effective December 31, 2022, which is available under Calibre’s
profile on www.sedarplus.ca
|
Note 9 – Gold Rock Mineral Resource
Notes |
- The effective date of the Mineral Resource is March 31,
2020.
|
Note 10 – Golden Eagle Mineral Resource Notes |
- The effective date of the Mineral Resource is March 31,
2020
|
|
Marathon Gold Mineral Resource and Reserve
Table1,2All notes with parametres are at the end of this
press release. |
|
|
|
Tonnage(kt) |
Grade(g/t Au) |
Contained Au(koz) |
|
|
Proven & Probable Reserves |
51,600 |
|
1.62 |
|
2,700 |
|
|
|
Marathon |
21,300 |
|
1.56 |
|
1,100 |
|
|
|
Leprechaun |
15,100 |
|
1.73 |
|
800 |
|
|
|
Berry |
15,100 |
|
1.60 |
|
800 |
|
|
|
Measured & Indicated Resources(Inclusive of
Mineral Reserves) |
64,624 |
|
1.90 |
|
3,955 |
|
|
|
Leprechaun |
15,589 |
|
2.15 |
|
1,078 |
|
|
|
Sprite |
701 |
|
1.74 |
|
39 |
|
|
|
Berry |
17,159 |
|
1.97 |
|
1,086 |
|
|
|
Marathon |
30,090 |
|
1.76 |
|
1,701 |
|
|
|
Victory |
1,085 |
|
1.46 |
|
51 |
|
|
|
Inferred Resources |
20,752 |
|
1.65 |
|
1,100 |
|
|
|
Leprechaun |
4,856 |
|
1.58 |
|
246 |
|
|
|
Sprite |
1,250 |
|
1.26 |
|
51 |
|
|
|
Berry |
5,332 |
|
1.49 |
|
255 |
|
|
|
Marathon |
6,984 |
|
2.02 |
|
454 |
|
|
|
Victory |
2,330 |
|
1.26 |
|
95 |
|
|
Notes: Marathon Gold Mineral Resource and Reserve
Statements
1. The Mineral Resource has an
effective date of June 15, 2022 (Marathon/Leprechaun/Berry) and
November 20, 2020 (Sprite/Victory)2. For additional
information see “Valentine Gold Project, NI 43-101 Technical Report
and Feasibility Study, Newfoundland and Labrador, Canada” dated
December 20, 2022, with an effective date of November 30, 2022
which is available under Marathon’s profile at www.sedarplus.ca
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