Mr. Darren Hall reports
CALIBRE MINING ANNOUNCES RECEIPT OF INTERIM ORDER AND FILING AND MAILING OF MEETING MATERIALS FOR SPECIAL MEETING OF SECURITYHOLDERS IN CONNECTION WITH THE BUSINESS COMBINATION WITH EQUINOX GOLD
In connection with the previously announced business combination (the arrangement) with Equinox Gold Corp., Calibre Mining Corp. has filed and commenced mailing of its management information circular and related materials for the upcoming special meeting of holders of Calibre common shares and holders of options issued under Calibre's amended and restated long-term incentive plan.
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Your vote is important no matter how many Calibre shares and stock options you hold.
- The board of directors of Calibre recommends that Calibre securityholders vote for the arrangement resolution.
- For assistance in voting, please contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (collect, international), or by e-mail at assistance@laurelhill.com.
The meeting materials are now available under Calibre's profile on SEDAR+ and on the company's website. Calibre securityholders of record as of the close of business on March 18, 2025, will receive the meeting materials by mail and are encouraged to review them carefully.
Meeting details
The meeting will be held on Thursday, April 24, 2025, at 10 a.m. (Vancouver time) at the offices of Cassels Brock & Blackwell LLP, suite 2200, RBC Place, 885 West Georgia St., Vancouver, B.C. The meeting will be held in person, although Calibre securityholders can also access the meeting via live webcast. Only Calibre securityholders who are present in person and entitled to vote at the meeting are able to vote during the meeting. Any Calibre securityholder attending the meeting via the live webcast will not be able to vote at the meeting.
At the meeting, Calibre securityholders will be asked to consider, and if deemed advisable, to pass a special resolution to approve the arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia), whereby Equinox will (among other things) acquire all of the issued and outstanding common shares of Calibre in accordance with the arrangement agreement dated Feb. 23, 2025.
Under the terms of the arrangement, each Calibre share will be exchanged for 0.31 of an Equinox common share. If the arrangement is completed, existing Equinox and former Calibre shareholders (including former holders of restricted share units and performance share units of Calibre) will own approximately 63 per cent and 37 per cent, respectively, of the combined company.
Interim order and advance ruling certificate
The company is pleased to announce that the Supreme Court of British Columbia has issued an interim order regarding the arrangement which authorizes Calibre to proceed with the meeting and addresses other meeting related matters. A copy of the interim order is included in the circular. Subject to receipt of the requisite approvals by Calibre securityholders at the meeting, it is expected that Calibre will apply for a final order of the court approving the arrangement on April 29, 2025.
In addition, on March 25, 2025, an advance ruling certificate (ARC) was received from the commission of competition pursuant to Section 102 of the Competition Act whereby the commission does not intend to make an application with respect to the transaction. This ARC satisfies the Canadian competition approval closing condition to the arrangement. Assuming the satisfaction or waiver of all of the conditions to the completion of the arrangement, the arrangement is anticipated to close by the end of Q2 2025.
Strategic rationale
Combining Calibre and Equinox will create:
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A major diversified gold producer in the Americas: potential for more than 1.2 million ounces of annual gold production1 from a portfolio of mines in five countries in the Americas;
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The second-largest gold producer in Canada: Greenstone gold mine and Valentine gold mine, two new long-life, low-cost, open-pit gold mines, are expected to produce collectively 590,000 ounces of gold per year when at capacity;
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Substantial free cash flow: immediate increase in production at record high gold prices is expected to drive superior free cash flow to enable the combined company to quickly deleverage;
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Exceptional growth profile: additional production growth from the ramp-up of Valentine gold mine and a pipeline of development and expansion projects;
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Significant rerate potential based on valuation of peers: greater-scale, lower-risk, near-term production growth and superior free cash flow relative to peers, providing significant revaluation potential;
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An industry-leading team: proven record of delivery and shareholder value creation led by Ross Beaty, Blayne Johnson and Doug Forster of Featherstone Capital, who will all serve on the board of directors of the combined company. In total, four directors of Calibre will serve on the board of directors of the combined company, and Darren Hall, the president and chief executive officer of Calibre, will serve as the president and chief operating officer of the combined company with full responsibility of the combined operations going forward.
Board recommendation
The board of directors of Calibre have unanimously determined that the arrangement is in the best interests of Calibre and recommend that Calibre securityholders vote for the arrangement resolution.
Calibre securityholders are encouraged to carefully read the circular in its entirety and vote as soon as possible in accordance with the instructions accompanying the applicable form of proxy or voting instruction form mailed to Calibre securityholders together with the circular. The deadline for voting by proxy is 10 a.m. (Vancouver time) on April 22, 2025.
Shareholder questions and voting assistance
If you have any questions or need assistance voting your shares, please contact Calibre's proxy solicitation agent:
Laurel Hill Advisory Group
Toll-free (North America): 1-877-452-7185
Collect (international): 1-416-304-0211
E-mail: assistance@laurelhill.com
Qualified person
The scientific and technical information contained in this news release was approved by David Schonfeldt, PGeo, Calibre's corporate chief geologist and a qualified person under National Instrument 43-101.
About Calibre
Mining Corp.
Calibre is a Canadian-listed, Americas-focused, growing mid-tier gold producer with a strong pipeline of development and exploration opportunities across Newfoundland and Labrador in Canada, Nevada and Washington in the United States, and Nicaragua. Calibre is focused on delivering sustainable value for 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.
We seek Safe Harbor.
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