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Oct. 25, 2021, 7:50 a.m. EDT

Calibre Announces Acquisition of Fiore in Nevada Creating a Diversified, Americas-Focused, Growing Mid-Tier Gold Producer

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VANCOUVER, BC, Oct. 25, 2021 (Canada NewsWire via COMTEX) -- Calibre Mining Corp. /zigman2/quotes/207750157/delayed CA:CXB -4.92% (otcqx:CXBMF) ("Calibre" or the "Company") and Fiore Gold Ltd. /zigman2/quotes/205650839/delayed CA:F -2.70% (otcqb:FIOGF) ("Fiore") are pleased to announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") whereby Calibre will acquire all of the issued and outstanding common shares of Fiore pursuant to a court-approved plan of arrangement (the "Transaction"). The Transaction will create a diversified, Americas-focused, growing mid-tier gold producer with targeted annual gold production of approximately 245,000 ozs(1). The combined company will have comprehensive technical capabilities to exploit a pipeline of development and exploration opportunities across a broader portfolio. This growth strategy will be supported by a strong balance sheet with a combined cash balance of $96 million and no bank debt (as at September 30, 2021).

Calibre will be acquiring a 100% interest in Fiore's operating Pan Gold Mine ("Pan Mine"), the adjacent advanced-stage Gold Rock Project ("Gold Rock") and the past producing Illipah Gold Project in Nevada, as well as the Golden Eagle project in Washington State.

All amounts are in United States dollars unless otherwise indicated.

Highlights of the Transaction

Key highlights following completion of the Transaction include:







        
            --  Creates a diversified, Americas-focused, growing mid-tier gold
                producer with targeted annual gold production of approximately
                245,000 ozs and AISC of $1,020 per ounce(1).
            --  Nevada gold production of 50,000 ozs per year at the Pan Mine
                (1).
            --  Supported by a mineral resource base of 4.4 Mozs measured and
                indicated and 3.1 Mozs inferred.
            --  Strong balance sheet with $96M in cash and zero bank debt (as
                at September 30, 2021).
            --  Strong free cash flow generation to fully fund organic growth
                initiatives.
            --  Growth driven by near-term development of the federally
                permitted and fully-funded 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 track
                record of shareholder value creation.
            --  Attractive relative valuation versus gold peers.
            --  Enhanced market presence with broad research analyst coverage,
                trading liquidity and index inclusions.
        
        
        


Blayne Johnson, Chairman of Calibre, stated: "This transaction is the type of value-add diversified growth we set out to accomplish when we partnered with B2Gold to acquire our initial gold production. The addition of a top-tier, low-risk mining jurisdiction in Nevada creates a lower risk profile with greater asset and country diversification. The Pan heap leach gold mine brings an immediate increase to our production and cash flow, in addition to significant exploration potential. This transaction unlocks value for both Calibre and Fiore shareholders and further demonstrates Calibre's commitment to building a quality diversified mid-tier gold producer."

Darren Hall, President and Chief Executive Officer of Calibre, stated, "Calibre has delivered on its commitment to create value for its shareholders through a disciplined operating and exploration approach. This transaction builds on that commitment, bringing a diversified asset base with immediate production and strong exploration upside in one of the top gold mining jurisdictions in the world. The pro forma company will have an exciting fully-funded growth pipeline with Calibre's high-grade Eastern Borosi project and Fiore's Gold Rock project located approximately 10 kilometres from the operating Pan Mine. I look forward to working with the team in Nevada as they have done a great job delivering on Pan and advancing Gold Rock. I believe with increased cash flow generation and balance sheet strength, we can collaboratively unlock significant additional value for both our shareholders."







        
        
             __________________________________
        
        
        
        
                      (1) Based on the average of 2022E - 2023E consensus estimates from available research analyst reports
        
        
        


Tim Warman, Chief Executive Officer of Fiore, stated, "We are pleased to undertake this combination with Calibre to create a new mid-tier gold producer with excellent growth prospects. There is a great deal of common ground between our companies. In the past few years, we have both overseen the successful ramp-up of our respective assets through solid operating discipline and ESG focus. While staying focused on cash flow generation and capital allocation discipline, we have both prioritized organic growth through successful exploration, reserve replacement, regional land acquisition, and progression of our development assets. Our shared culture of operating and fiscal integrity creates an excellent fit. We have tremendous respect for the Calibre team and their successful implementation of a "hub and spoke" mining and milling strategy in Nicaragua. Calibre's assets were formerly cornerstone assets of B2Gold and have produced gold over a multi-decade history. Not only will Fiore shareholders be exposed to this considerably larger and more diversified production profile, but within a larger company, we expect to enjoy higher trading liquidity and deeper institutional ownership."

Benefits to Calibre Shareholders







        
            --  Establishes a platform of production and growth in Nevada - a
                tier one mining jurisdiction globally.
            --  Additional gold production of 50,000 ozs per year and cash
                flows from the Pan Mine(1) -
                an established heap leach mining operation.
            --  Potential to expand mineral resources and make new discoveries
                at identified robust targets along strike at the Pan Mine and
                Gold Rock project.
            --  Meaningful production growth potential from the future
                development of the Gold Rock project in Nevada.
            --  Potential to surface synergy value from the Pan Mine and Gold
                Rock project given proximity.
            --  Establishes a Nevada base of operations with a substantial
                underexplored 222 km(2) land package.
            --  Long-term optionality from the Golden Eagle project in the
                United States.
            --  Accretive on key operating and financial per share metrics.
        
        
        


Benefits to Fiore Shareholders







        
            --  Meaningful upfront premium of 44% to the closing price of Fiore
                common shares on October 22, 2021.
            --  Partnership with an established multi-mine 170,000 - 180,000 oz
                per year gold producer with a common operating philosophy and
                record of fiscal discipline, and a proven history of
                shareholder value creation.
            --  Exposure to a mid-tier gold producer with greater market
                relevance, enhanced trading liquidity, broader analyst and
                institutional investor following, and index inclusions.
            --  Access to a strong balance sheet and robust free cash flow
                generation to fully fund and accelerate development projects
                and exploration initiatives.
            --  Meaningful ongoing exposure to future value catalysts across
                the combined asset portfolio, including Calibre's assets and
                Fiore's Gold Rock project.
            --  Participation in substantial exploration activity through
                Calibre's 16 drill, 80+ km regional program.
        
        
        


Transaction Details

Pursuant to the Transaction, Fiore shareholders will receive 0.994 of a Calibre common share and C$0.10 in cash for each Fiore common share held (the "Consideration"). The Consideration implies C$1.80 per Fiore common share, a premium of 44% based on the closing prices of Calibre and Fiore common shares on October 22, 2021 and a premium of 36% based on the volume weighted average prices of both companies for the 20-day period ending on October 22, 2021. Existing shareholders of Calibre and Fiore will own approximately 78% and 22% of the combined company, respectively.

The Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of (i) at least 66 2/3% of the votes cast by the shareholders of Fiore voting in person or represented by proxy, (ii) if applicable, a simple majority of the votes cast by shareholders of Fiore excluding for this purpose the votes of "related parties" and "interested parties" and other votes required to be excluded under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, all at a special meeting of Fiore's shareholders to consider the Transaction, and (iii) the approval of the Supreme Court of British Columbia. The issuance of common shares by Calibre in connection with the Transaction is subject to the approval of a majority of the votes cast by the shareholders of Calibre voting in person or represented by proxy at a special meeting of Calibre's shareholders.

Officers and directors of Calibre, along with B2Gold Corp., which hold approximately 37% of the outstanding Calibre common shares, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Calibre common shares in favour of the Transaction. Officers and directors of Fiore, which hold approximately 1% of the outstanding Fiore common shares, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Fiore common shares in favour of the Transaction.

In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals, including the approvals of the Toronto Stock Exchange and TSX Venture Exchange, and the satisfaction of certain other closing conditions customary in transactions of this nature. The Arrangement Agreement contains customary provisions including non-solicitation and right to match superior proposals in favour of Calibre, as well as a reciprocal $6.5 million termination fee payable under certain circumstances.

Full details of the Transaction will be included in the respective management information circulars of Calibre and Fiore, expected to be mailed to shareholders in mid-December 2021. Both shareholders' meetings and closing of the Transaction are expected in January 2022.

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Board of Directors' Recommendations

The Arrangement Agreement has been unanimously approved by the Board of Directors of each of Calibre and Fiore, including, in the case of Fiore, following the unanimous recommendation of a special committee of independent directors of Fiore. Both Boards of Directors unanimously recommend that their respective shareholders vote in favour of the Transaction.

Trinity Advisors Corporation and Canaccord Genuity Corp. have provided fairness opinions to the Board of Directors of Calibre, each stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid under the Transaction is fair, from a financial point of view, to Calibre. The full text of the fairness opinions, which describe, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken, and the terms and conditions of the Transaction, will be included in the management information circular of Calibre.

Haywood Securities Inc. has provided a fairness opinion to the Board of Directors of Fiore and Stifel GMP has provided a fairness opinion to the Fiore special committee, each stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid under the Transaction is fair, from a financial point of view, to Fiore shareholders. The full text of the fairness opinions, which describe, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken, and the terms and conditions of the Transaction, will be included in the management information circular of Fiore.

/zigman2/quotes/207750157/delayed
CA : Canada: TSX Venture
$ 0.58
-0.03 -4.92%
Volume: 0.00
June 28, 2019 2:37p
P/E Ratio
N/A
Dividend Yield
N/A
Market Cap
$26.89 million
Rev. per Employee
N/A
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/zigman2/quotes/205650839/delayed
CA : Canada: TSX Venture
$ 1.44
-0.04 -2.70%
Volume: 51,855
Nov. 29, 2021 5:00p
P/E Ratio
5.22
Dividend Yield
N/A
Market Cap
$148.99 million
Rev. per Employee
$680,756
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