Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre” or the
“Company”) and Marathon Gold Corporation (TSX: MOZ) (“Marathon”)
are pleased to announce the successful completion of the previously
announced transaction pursuant to which, among other things,
Calibre acquired all of the issued and outstanding common shares of
Marathon (the “Marathon Shares”) pursuant to a court-approved plan
of arrangement (the “Arrangement”).
Pursuant to the Arrangement, former Marathon
shareholders received 0.6164 of a Calibre common share (each whole
share, a “Calibre Share”) in exchange for each Marathon Share held.
As a result of the Arrangement, Calibre issued an aggregate of
249,813,422 Calibre Shares. Upon closing of the Arrangement,
existing Calibre and former Marathon shareholders own approximately
65% and 35% of the issued and outstanding Calibre Shares,
respectively.
As a result of the Arrangement, Calibre acquired
a 100% interest in Marathon’s advanced-stage Valentine Gold Project
in Newfoundland & Labrador, one of the top mining jurisdictions
in the world.
Delisting of the Marathon
Shares
Calibre intends to cause Marathon to delist the
Marathon Shares from the Toronto Stock Exchange, to submit an
application to cease to be a reporting issuer and to otherwise
terminate its public company reporting requirements as soon as
possible thereafter. The Calibre Shares issued under the
Arrangement are expected to be listed and posted for trading on the
Toronto Stock Exchange.
Appointment of Matthew Manson to Calibre
Board of Directors
Calibre is pleased to announce the appointment
of Matthew Manson, the former President, CEO and director of
Marathon to the board of directors of Calibre, effective January
25, 2024.
Advisors and Counsel
Trinity Advisors Corporation and TD Securities
Inc. acted as financial advisors to Calibre. Scotiabank, Raymond
James Ltd. and Haywood Securities Inc. provided capital market
advisory services to Calibre, Cassels Brock & Blackwell LLP is
acting as Canadian legal advisor to Calibre and Dorsey &
Whitney LLP and GreenbergTraurig LLP are acting as U.S. legal
advisors to Calibre.
Maxit Capital LP acted as financial advisor to
Marathon and Canaccord Genuity Corp. was the financial advisor to
the Special Committee. National Bank provided capital market
advisory services to Marathon. Mason Law and Norton Rose Fulbright
Canada LLP acted as Canadian legal advisors to Marathon and Norton
Rose Fulbright US LLP as U.S. legal advisor to Marathon.
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 Newfoundland &
Labrador in Canada, Nevada and Washington in the USA, 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.
For further information, please contact:
Ryan KingSVP Corporate Development & IRT:
604.628.1012E: calibre@calibremining.comW:
www.calibremining.com
Calibre’s head office is located at Suite 1560,
200 Burrard St., Vancouver, British Columbia, V6C 3L6.
https://twitter.com/CalibreMiningCo
https://www.facebook.com/CalibreMining
https://ca.linkedin.com/company/calibre-mining-corp-cxb-
https://www.youtube.com/@calibreminingcorp
The Toronto Stock Exchange has neither reviewed
nor accepts responsibility for the adequacy or accuracy of this
news release.
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, 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 the potential
benefits and synergies of the Arrangement and the ability of the
combined company to successfully achieve business objectives,
including integrating the companies or the effects of unexpected
costs, liabilities or delays, (ii) expectations regarding the
delisting of Marathon Shares from the Toronto Stock Exchange and
the listing of Calibre Shares issued under the Arrangement on the
Toronto Stock Exchange, (iii) expectations regarding future
exploration and development, growth potential for Calibre’s and
Marathon’s operations, and (iv) expectations for other economic,
business, and/or competitive factors.
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.
Calibre Mining (TSX:CXB)
Historical Stock Chart
From Jul 2024 to Aug 2024
Calibre Mining (TSX:CXB)
Historical Stock Chart
From Aug 2023 to Aug 2024