Calibre Mining Corp. (“
Calibre”
or the “
Company”)(TSX-V: CXB) is pleased to
announce that the 175,256,480 subscription receipts of the
Company (“
Subscription Receipts”) issued pursuant
to its previously announced brokered private placement (the
“
Private Placement”) have been automatically
converted, without any further action on the part of the holders,
on a one-for-one basis into 175,256,480 common shares of the
Company as a result of the satisfaction of the escrow release
conditions. The gross proceeds of the Private Placement
(less the expenses of the syndicate of agents who conducted
the Private Placement), which were held by Computershare
Trust Company of Canada as escrow agent pending satisfaction of the
escrow release conditions have also been released, with
$100,445,383 being released to the Company, representing the net
proceeds of the Private Placement.
Pursuant to the share purchase and consolidation
agreement between the Company and B2Gold Corp.
(“B2Gold”) dated August 29, 2019, US$40 million of
the funds will be used to fund a portion of the purchase
price to acquire the El Limon and La Libertad Gold Mines, the Pavon
Gold Project and additional concessions in Nicaragua from B2Gold
(the “Transaction”). The Company expects to
complete the Transaction on October 15, 2019. For further
details on the Transaction, please refer to the Company’s press
release dated July 2, 2019.
Delivery of Common Shares
The Subscription Receipts were held either in
electronic form (in CDS through a broker) or in physical
certificate form by way of a paper Subscription Receipt
certificate.
Where a shareholder held their Subscription
Receipts in electronic form through a broker, such shareholder’s
common shares have been issued electronically as well by way of
electronic deposit with CDS Clearing and Depository Services Inc.
(“CDS”). These shareholders will not receive a
paper common share certificate but rather will only receive a
customer confirmation from the registered dealer who is a CDS
participant and from or through whom they purchased the underlying
electronic Subscription Receipts.
Where a shareholder received a physical paper
Subscription Receipt certificate, such shareholder will also
receive a physical paper common share certificate representing
their common shares. The common share certificates will be
delivered to these shareholders at the same address as the
Subscription Receipt certificates.
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 to graduate to, and commence trading on, the
Toronto Stock Exchange on October 21, 2019.
ON BEHALF OF THE BOARD
“Russell Ball”
Russell Ball, Chief Executive Officer
For further information, please contact:
Ryan King Vice President, Corporate Development
& IR Calibre Mining Corp. T: 604.628.1010 E:
calibre@calibremining.comW: www.calibremining.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this 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 but are not limited to, statements in
respect of the completion of the Transaction and information
relating to the graduation of the Company to the Toronto Stock
Exchange.
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, there is no assurance the Company will meet the
listing requirements of the Toronto Stock Exchange on the timeline
expected, or at all, and there is no assurance that Calibre and
B2Gold will complete the Transaction on the timeline expected, or
at all. 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.
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