/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, Oct. 7, 2019 /CNW/ - Calibre Mining Corp. (TSX-V:
CXB) (the "Company" or "Calibre") announces that the Company
intends to make a one-off grant to certain directors, officers and
employees of the Company of 27,775,000 incentive stock options (the
"Options") and 4,725,000 restricted share units ("RSU") pursuant to
the Company's long-term incentive plan (the "LTIP"), which will be
effective on the closing of the proposed acquisition from B2Gold
Corp. ("B2Gold") of the El Limon and La Libertad Gold Mines, the
Pavon Gold Project and additional mineral concessions in
Nicaragua (the "Transaction"), as
previously and more particularly disclosed in the Company's
management information circular dated August
30, 2019 (the "Circular") circulated in connection with the
Transaction and the concurrent financing of subscription receipts
(the "Concurrent Financing"). The exercise price of the Options
will be set in accordance with the requirements of the TSX-Venture
Exchange and/or the Toronto Stock Exchange.
Of the 27,775,000 Options and 4,725,000 RSUs that the Company is
intending to issue, an aggregate of 10,375,000 Options and
1,575,000 RSUs will be issued to the non-employee directors of the
Company (the "NEDs"). The NED director participation limits
contained in the LTIP will, on a one-off basis, not apply to such
Option and RSU grants to each of the NEDs in recognition of (i) the
fundamental change to the Company entailed by the Transaction, (ii)
the Concurrent Financing and the proposed graduation of the Company
to the TSX, and (iii) the signification contributions that each of
the NEDs made in relation to such matters and such NEDs having
received and continuing to receive no or only modest cash
compensation. On a go-forward basis, the Company intends to apply
the NED participation limits contained in the LTIP to any future
grants of awards.
Trading Halt and Graduation
Since announcing the Transaction on July
2, 2019, trading of the shares of the Company has been
halted. The Company expects trading to remain halted until the
completion of the Transaction. Shortly following the closing of the
Transaction and subject to meeting the Toronto Stock Exchange
listing requirements, the Company anticipates graduating and
commencing trading on the Toronto Stock Exchange. Although the
Company expects that it will be able to satisfy the listing
conditions of the Toronto Stock Exchange, there is no assurance
that the Toronto Stock Exchange will grant listing approval, or
that listing approval will be granted immediately in connection
with the closing of the Transaction.
Calibre Mining Corp.
"Russell Ball"
Russell Ball
Executive Chair
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSX Venture Exchange
acceptance for Calibre and disinterested Calibre shareholder
approval. Where applicable, the Transaction cannot close until the
required shareholder approval is obtained.
There can be no assurance that the Transaction will be
completed as proposed or at all. Investors are cautioned that,
except as disclosed in the management information circular of
Calibre dated August 30, 2019 and
filed on SEDAR on September 11, 2019
prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of the Company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this news release.
Cautionary Note Regarding Forward Looking
Information:
This news release contains certain forward-looking statements.
Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always,
using words or phrases such as "expects" or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"estimates" or "intends" or stating that certain actions, events or
results " may", "could", "would", "might" or "will" be taken, occur
or be achieved) are not statements of historical fact and may be
"forward-looking statements". Forward-looking statements are
subject to a variety of risks and uncertainties which could cause
actual events or results to materially differ from those reflected
in the forward-looking statements.
The forward-looking statements and information in this press
release include information relating to the development and
prospects of the Company, Calibre's receipt of applicable
regulatory and shareholder approvals, the grant of Options and RSUs
and the pricing of the Options, the duration of the trading halt,
the graduation to the Toronto Stock Exchange and the closing of the
Transaction.
Such statements and information reflect the current view of
Calibre. By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
Calibre's actual results, performance or achievements or other
future events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following risks:
- there is no assurance that B2Gold and Calibre will obtain all
requisite approvals for the Transaction, including the approval of
the shareholders of Calibre or the approval of the TSX Venture
Exchange for the Transaction (which may be conditional upon
amendments to the terms of the Transaction);
- there is no assurance the Company will meet the listing
requirements of the Toronto Stock Exchange; and
- there is no assurance that Calibre and B2Gold will complete the
Transaction.
There are a number of important factors that could cause the
Company's actual results to differ materially from those indicated
or implied by forward-looking statements and information. Such
factors include, among others: the ability to consummate the
Transaction; the ability; to satisfy the conditions to the
consummation of the Concurrent Financing; the ability to obtain
requisite shareholder and regulatory approvals; the ability to
obtain Toronto Stock Exchange approval for the graduation; and the
satisfaction of other conditions to the consummation of the
Transaction. Should one or more of these risks, uncertainties or
other factors materialize, or should assumptions underlying the
forward-looking information or statement prove incorrect, actual
results may vary materially from those described herein as
intended, planned, anticipated, believed, estimated or
expected.
Calibre cautions that the foregoing list of material factors is
not exhaustive. When relying on the Company's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Calibre has assumed that the
material factors referred to in the previous paragraph will not
cause such forward looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors. The forward-looking information
contained in this press release represents the expectations of
Calibre as of the date of this press release and, accordingly, is
subject to change after such date. Readers should not place undue
importance on forward looking information and should not rely upon
this information as of any other date. While Calibre may elect to,
it does not undertake to update this information at any particular
time except as required in accordance with applicable laws.
SOURCE Calibre Mining Corp.
