Calibre Mining Corp. (TSX-V: CXB) (the “
Company”
or “
Calibre”) is pleased to announce the
completion of the consolidation of common shares in the capital of
the Company on a 10 (old) for 1 (new) basis (the
“
Consolidation”) and the subsequent closing of the
non-brokered private placement (the “
Private
Placement”) previously announced on October 5, 2018. Due
to increased demand, the Private Placement was increased to
11,421,091 units (the “
Units”) at a price of $0.44
per Unit for gross proceeds of $5,025,280.
Each Unit consisted of one post-Consolidation
common share and one common share purchase Warrant (a
“Warrant”). Each Warrant entitles the holder to
acquire an additional post-Consolidation common share for $0.95
until October 30, 2023.
Post financing and Consolidation, the Company
has 42,821,577 common shares issued and outstanding, working
capital of approximately $4.7 million, with major shareholders
including B2Gold Corp. (12%), Management (10%) and Pierre Lassonde
(9%). The Company’s shares will start trading on a
post-Consolidation basis on the TSX Venture Exchange on Wednesday
October 31, 2018 under the symbol “CXB”.
In consideration for introducing certain
subscribers to the Private Placement, the Company paid cash
finders' fee totalling $200,272 and issued 379,305 non-transferable
share purchase warrants (the “Finder Warrants”) to
Sprott Global Resource Investments, Ltd. and certain other finders.
Each Finder Warrant permits the holder to purchase one common share
for $0.55 until October 30, 2020.
All securities issued to the placees under the
Private Placement will be subject to a four-month hold period
expiring March 1, 2019 under applicable Canadian securities
legislation and stock exchange policy. The Company intends to use
the proceeds of the Private Placement for exploration, project
generative activities, loan repayments and general working
capital.
Certain insiders of the Company acquired
1,443,000 Units pursuant to the Private Placement. The issuance of
Units to insiders is considered to be a related party transaction
within the meaning of TSX Venture Exchange Policy 5.9 and
Multilateral Instrument 61-101 (“MI 61-101”). The Company has
relied on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 (and Policy 5.9)
contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect
of any Insider participation.
The Company did not file a material change
report more than 21 days before the expected closing of the Private
Placement as the details of the Private Placement and the
participation therein by related parties of the Company were not
settled until shortly prior to closing and the Company wished to
close on an expedited basis for sound business reasons and in a
timeframe consistent with usual market practices for transactions
of this nature.
The Company further announces that it has
cancelled pre-Consolidation incentive stock options to purchase an
aggregate of 6,800,000 shares (the “Cancelled
Options”) granted under the Company's stock option plan.
The Cancelled Options were voluntarily surrendered by the holders
thereof for no consideration. Following the cancellation of the
options, the Company has incentive stock options to purchase
1,217,500 post-Consolidation shares outstanding.
All amounts disclosed in this press release are
in Canadian dollars.
About Calibre Mining
Corp.
Calibre owns a 100% interest in over 413 km2 of
mineral concessions in the Mining Triangle of Northeast Nicaragua
including the Primavera Gold-Copper Project and Santa Maria Gold
Project. Additionally the Company has optioned to IAMGOLD (176 km2)
and Centerra Gold (253 km2) concessions covering an aggregate area
of 429 km2 and is party to a joint venture on the 33.6 km2 Rosita D
gold-copper-silver project with Rosita Mining Corporation and
Century Mining. Major shareholders of Calibre include gold
producer B2Gold Corp, Pierre Lassonde and management.
Calibre Mining Corp.
Greg Smith,
P.Geo.President and CEO
For further information contact:Ryan King604
628-1012www.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 Statements
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.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States of America. The securities have not been and
will not be registered under the United States Securities Act of
1933 (the “1933 Act”) or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons (as
defined in the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such
registration is available.
Except for the statements of historical
fact contained herein, the information presented constitutes
“forward-looking statements”. Such forward-looking statements
including but not limited to those with respect to the price of
gold, potential mineralization, reserve and resource determination,
exploration results, and future plans and objectives of the Company
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievement of
Calibre to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. There can be no assurance that such
statements will prove to be accurate as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements.
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