22:30:27 EDT Sun 06 Jul 2025
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Calibre Mining Corp (2)
Symbol CXB
Shares Issued 852,669,762
Close 2025-04-15 C$ 3.17
Market Cap C$ 2,702,963,146
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Calibre reminds holders to vote for Equinox merger

2025-04-16 12:41 ET - News Release

Mr. Darren Hall reports

CALIBRE REMINDS SECURITYHOLDERS TO VOTE FOR THE COMBINATION WITH EQUINOX

Calibre Mining Corp. is reminding holders of Calibre common shares and holders of options issued under Calibre's amended and restated long-term incentive plan to vote ahead of the proxy voting deadline for the coming special meeting of securityholders scheduled for Thursday, April 24, 2025, at 10 a.m. Vancouver time. The resolution on the agenda is the proposed business combination between Calibre and Equinox Gold Corp.

Institutional Shareholder Services Inc. (ISS) recommends voting for the Arrangement

ISS, a leading independent proxy advisory firm, has recommended that securityholders vote for the arrangement resolution. This recommendation follows a thorough and independent review of the transaction. ISS believes that the proposed merger will deliver significant strategic benefits, including increased scale, diversification and substantial synergies. It also highlights the opportunity for strong production growth and a potential rerating in the market, making the merger a favourable outcome for Calibre securityholders.

The Calibre board of directors fully supports the transaction and unanimously recommends that securityholders vote for the arrangement.

Strategic rationale for the business combination:

  • 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, six directors of Equinox and four directors of Calibre will serve on the board of directors of the combined company; Greg Smith, the president and chief executive officer of Equinox, will continue as chief executive officer of the combined company, and Darren Hall, the president and chief executive officer of Calibre, will serve as president and chief operating officer of the combined company with full responsibility of the combined operations going forward;
  • Substantial free cash flow -- immediate increase in production at record-high gold prices is expected to drive superior free cash flow, enabling the combined company to quickly deleverage and expediting the return of capital to shareholders;
  • 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;
  • 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;
  • A major diversified gold producer in the Americas -- potential for more than 1.2 million ounces of annual gold production from a portfolio of mines in five countries in the Americas;
  • Exceptional growth profile -- additional production growth from the ramp-up of Valentine gold mine and a pipeline of development and expansion projects.

Your vote is important, no matter how many shares or stock options you hold.

The proxy voting deadline is Tuesday, April 22, 2025, at 10 a.m. Vancouver time. Calibre strongly encourages all securityholders to vote well in advance of the deadline.

Why ISS supports the arrangement

ISS concluded that the arrangement provides a compelling strategic rationale and issued a positive recommendation for shareholders to vote for the proposed arrangement with Equinox. The basis for ISS's recommendation outlined in its report includes several reasons, including:

  • The strategic rationale for the deal is sound. ISS believes the combined company will be able to harness benefits from diversification and scale, with potential further upside to be captured through rerating and an enhanced capital markets profile.
  • The company will be led by an experienced board and management team. The proposed leadership of Calibre and Equinox have a demonstrated record of successfully acquiring and integrating other gold mining assets and creating substantial shareholder value.
  • The transaction is fair to shareholders of Calibre. Calibre board of directors received an independent fairness opinion from both National Bank Financial Inc. and Canaccord Genuity Corp., which each found the transaction to be fair from a financial point of view to shareholders of Calibre.
  • The valuation is credible, and the combined company will receive leadership and oversight from members of Calibre and Equinox boards and leadership teams, who have a proven record in M&A (mergers and acquisitions).
  • Additional benefits to Calibre shareholders: Calibre shareholders will benefit from enhanced scale and diversification across a portfolio of high-quality mines that provide strong expected growth in production, particularly with the ramp-up of the Valentine gold mine.
  • There are operational synergies that will contribute to a stronger financial position.

While Glass Lewis & Co. recommends an against vote, Calibre's board remains confident in the strategic merits of the merger and believes that the transaction will drive long-term value for shareholders. The combination with Equinox will position the company to capture substantial value through economies of scale, operational synergies and diversification, which aligns with Calibre's long-term growth strategy.

Meeting and voting information

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 can also be accessed by live webcast. Securityholders accessing the meeting virtually will not be able to participate or vote. For complete details and access to all relevant documents related to the meeting, please visit the Calibre website.

Securityholder assistance

Securityholders who have questions about voting their shares or stock options or need assistance may contact the company's proxy solicitation agent, Laurel Hill Advisory Group.

Toll-free (North America):  1-877-452-7184

International (outside North America):  1-416-304-0211

E-mail:  assistance@laurelhill.com

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 securityholders, 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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