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Calibre announces acquisition of Fiore

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Global Mining Review,

Calibre Mining Corp. and Fiore Gold Ltd 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 oz . 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 US$96 million and no bank debt (as at 30 September 2021).

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

Transaction highlights

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 oz and AISC of US$1020/oz.
  • Nevada gold production of 50 000 oz per year at the Pan Mine.
  • Supported by a mineral resource base of 4.4 million oz measured and indicated and 3.1 million oz inferred.
  • Strong balance sheet with US$96 million in cash and zero bank debt (as at 30 September 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 CEO 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.

Johnson 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.”

Hall 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 km 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.”

Tim Warman , CEO of Fiore, added: “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 prioritised 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.”

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