Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF)
(“
Calibre” or the “
Company”) is
pleased to announce that at a special meeting of shareholders held
earlier today (the “
Meeting”), Calibre
shareholders voted overwhelmingly in favour of the resolution (the
“
Calibre Shareholder Resolution”) approving the
issuance of up to 315,664,294 common shares of Calibre
(“
Calibre Shares”) in connection with the proposed
acquisition of Marathon Gold Corporation
(“
Marathon”) by way of a plan of arrangement (the
“
Arrangement”), as well as the resolution (the
“
LTIP Amendments Resolution”) approving an
amendment to the maximum number of Calibre Shares issuable under
Calibre’s amended and restated long-term incentive plan, which will
be implemented only upon the completion of the Arrangement.
290,660,955 Calibre Shares, representing 62.67%
of the issued and outstanding Calibre Shares as at the record date,
were voted at the Meeting. Each of the Calibre Shareholder
Resolution and LTIP Amendments Resolution was approved by
approximately 99.59% and 76.04% of votes cast, respectively, by
Calibre shareholders either in person (virtually) or represented by
proxy at the Meeting. The report of voting results will be made
available under the Company’s profile on SEDAR+ at
www.sedarplus.ca.
In addition to the approval by Calibre
shareholders, we are advised Marathon shareholders approved the
Arrangement at the special meeting of Marathon shareholders held
earlier today. The Arrangement is expected to be completed on
January 24, 2024, subject to approval by the Ontario Superior Court
of Justice (Commercial List) and satisfaction of certain other
closing conditions.
For a more detailed description of the
Arrangement, please refer to the Company’s management information
circular dated December 11, 2023 (the
“Circular”).
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
https://twitter.com/CalibreMiningCo
https://www.facebook.com/CalibreMining
https://ca.linkedin.com/company/calibre-mining-corp-cxb-
https://www.youtube.com/@calibreminingcorp
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 Information
This 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. 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: expectations
regarding whether the proposed acquisition of Marathon by Calibre
will be consummated, including whether conditions to the
consummation of the plan of arrangement will be satisfied, or the
timing for completing the acquisition and receiving the required
court approvals.
Forward-looking statements necessarily involve
assumptions, risks, and uncertainties, certain of which are beyond
Calibre’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 the Circular,
Calibre’s 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, all filed with the
securities regulatory authorities in certain provinces of Canada
and available under Calibre’s profile at www.sedarplus.ca. The risk
factors are not exhaustive of the factors that may affect Calibre’s
forward-looking statements.
Calibre’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 at such time. Calibre does 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.
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