Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (the
“Company” or “Calibre”) reminds holders of Calibre common shares
(the “Shareholders”) and holders of options issued under Calibre’s
amended and restated long-term incentive plan (the “Optionholders”,
and together with Shareholders, the “Securityholders”) to vote
ahead of the proxy voting deadline for the upcoming Special Meeting
of Securityholders (the “Meeting”) scheduled for Thursday, April
24, 2025, at 10:00 a.m. (Vancouver time). The resolution on the
agenda is the proposed business combination (the “Arrangement”)
between Calibre and Equinox Gold Corp. ("Equinox") (TSX: EQX;
NYSE-A: EQX).
ISS Recommends Voting FOR the Arrangement
Institutional Shareholder Services Inc. ("ISS"),
a leading independent proxy advisory firm, has recommended that
Securityholders vote FOR the Arrangement
Resolution. This recommendation follows a thorough and independent
review of the transaction. ISS believes that the proposed merger
will deliver significant strategic benefits, including increased
scale, diversification, and substantial synergies. They also
highlight the opportunity for strong production growth and a
potential re-rating in the market, making the merger a favorable
outcome for Calibre Securityholders.
The Calibre Board of Directors fully
supports the transaction and unanimously recommends that
Securityholders vote FOR the Arrangement.
Strategic Rationale for the Business
Combination
- An
industry-leading team: Proven track record of delivery and
shareholder value creation led by Ross Beaty, Blayne Johnson and
Doug Forster of Featherstone Capital, who will all serve on the
board of directors of the combined company. In total, six directors
of Equinox and four directors of Calibre will serve on the board of
directors of the combined company. Greg Smith, the President and
Chief Executive Officer of Equinox, will continue as Chief
Executive Officer of the combined company, and Darren Hall, the
President and Chief Executive Officer of Calibre, will serve as
President and Chief Operating Officer of the combined company with
full responsibility of the combined operations going forward.
- Substantial free cash
flow: Immediate increase in production at record high gold
prices is expected to drive superior free cash flow, enabling the
combined company to quickly deleverage and expediting
the return of capital to shareholders.
- The second largest gold
producer in Canada: Greenstone Gold Mine and Valentine
Gold Mine, two new long-life, low-cost, open-pit gold mines, are
expected to produce collectively 590,000 ounces1 of gold per year
when at capacity.
- Significant re-rate
potential based on valuation of peers: Greater scale,
lower risk, near-term production growth, and superior free cash
flow relative to peers, providing significant revaluation
potential.
- A major diversified gold
producer in the Americas: Potential for more than 1.2
million ounces2 of annual gold production from a portfolio of mines
in five countries in the Americas.
- Exceptional growth
profile: Additional production growth from the ramp-up of
Valentine Gold Mine and a pipeline of development and expansion
projects.
Your Vote is Important, No Matter How
Many Shares or Stock Options You Hold.
The proxy voting deadline is Tuesday, April 22,
2025, at 10:00 a.m. (Vancouver time). Calibre strongly encourages
all Securityholders to vote well in advance of the deadline.
Why ISS Supports the Arrangement
ISS concluded that the Arrangement provides a
compelling strategic rationale and issued a positive recommendation
for shareholders to vote FOR the proposed arrangement with Equinox.
The basis for ISS’s recommendation outlined in their report
includes several reasons including:
- The strategic rationale for the
deal is sound. They believe the combined company will be able to
harness benefits from diversification and scale, with potential
further upside to be captured through re-rating and an enhanced
capital markets profile.
- The company will be led by an
experienced board and management team. The proposed leadership of
Calibre and Equinox have a demonstrated track record of
successfully acquiring and integrating other gold mining assets and
creating substantial shareholder value.
- The transaction is fair to
shareholders of Calibre. Calibre board of directors received an
independent Fairness Opinion from both National Bank Financial Inc.
and Canaccord Genuity Corp. who each found the transaction to be
fair from a financial point of view to shareholders of
Calibre.
- The valuation is credible, and the
combined company will receive leadership and oversight from members
of Calibre and Equinox boards and leadership teams which have a
proven track record in M&A.
- Additional benefits to Calibre
shareholders. Calibre shareholders will benefit from enhanced scale
and diversification across a portfolio of high-quality mines that
provide strong expected growth in production, particularly with the
ramp-up of the Valentine Gold Mine.
- Operational synergies that will
contribute to a stronger financial position.
While Glass, Lewis & Co. recommends an
against vote, Calibre's Board remains confident in the strategic
merits of the merger and believes that the transaction will drive
long-term value for Shareholders. The combination with Equinox will
position the company to capture substantial value through economies
of scale, operational synergies, and diversification, which aligns
with Calibre's long-term growth strategy.
Meeting and Voting Information
The Meeting will be held on Thursday, April 24,
2025, at 10:00 a.m. (Vancouver time) at the offices of Cassels
Brock & Blackwell LLP, Suite 2200, RBC Place, 885 West Georgia
Street, Vancouver, British Columbia. The Meeting can also be
accessed via live webcast at meetnow.global/MZLUU6Z.
Securityholders accessing the Meeting virtually will not be able to
participate or vote. For complete details and access to all
relevant documents related to the Meeting, please visit the Calibre
website
https://www.calibremining.com/investor-relations/agm-materials/default.aspx.
Securityholder Assistance
Securityholders who have questions about voting
their shares or stock options, or need assistance may contact the
Company’s proxy solicitation agent, Laurel Hill Advisory Group:
- Toll-Free (North
America): 1-877-452-7184
- International (Outside
North America): +1-416-304-0211
- Email:
assistance@laurelhill.com
About Calibre
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 Securityholders, 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.
ON BEHALF OF THE BOARD
“Darren Hall”
Darren Hall, President & Chief Executive Officer
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.
YouTube / Instagram / LinkedIn / Facebook / X
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 and United States securities legislation. All
statements in this news release that address events or developments
that we expect to occur in the future are forward-looking
statements. Forward-looking statements are statements that are not
historical facts and are identified by words such as "expect",
"plan", "anticipate", "project", "target", "potential", "schedule",
"forecast", "budget", "estimate", “assume”, "intend", “strategy”,
“goal”, “objective”, “possible” or "believe" and similar
expressions or their negative connotations, or that events or
conditions "will", "would", "may", "could", "should" or "might"
occur. These include, without limitation, statements with respect
to: the approval of the Arrangement by the Calibre Securityholders;
application for a final order of the court approving the
Arrangement and the approval thereof by the court; timing for
closing the Arrangement; Calibre and the combined company’s plans
and expectations with respect to the proposed Arrangement, the
expectations regarding exploration potential and production
capabilities of the combined company; the potential valuation of
the combined company following completion of the Arrangement; the
accuracy of the pro forma financial position and outlook of the
combined company following completion of the Arrangement; the
expected benefits of the new board and management team of the
combined company; and the anticipated impact of the proposed
Arrangement on the combined company’s results of operations,
financial position, growth opportunities and competitive
position.
These forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from those anticipated, including, but not
limited to, the possibility that Calibre Securityholders may not
approve the Arrangement or Securityholders of Equinox may not
approve the share issuance; the risk that any other condition to
closing of the Arrangement may not be satisfied; the risk that the
closing of the Arrangement might be delayed or not occur at all;
the risk that the either Calibre or Equinox may terminate the
Arrangement Agreement and either Calibre or Equinox is required to
pay a termination fee to the other party; potential adverse
reactions or changes to business or employee relationships of
Calibre or Equinox, including those resulting from the announcement
or completion of the Arrangement; the diversion of management time
on transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of Calibre and Equinox; the
effects of the business combination of Calibre and Equinox ,
including the combined company’s future financial condition,
results of operations, strategy and plans; the ability of the
combined company to realize anticipated synergies in the timeframe
expected or at all; changes in capital markets and the ability of
the combined company to finance operations in the manner expected;
the risk that Calibre or Equinox may not receive the required
court, stock exchange and regulatory approvals to effect the
Arrangement; the risk of any litigation relating to the proposed
Arrangement; the risk of changes in laws, governmental regulations
or enforcement practices; the effects of commodity prices, life of
mine estimates; the timing and amount of estimated future
production; the risks of mining activities; the fact that operating
costs and business disruption may be greater than expected
following the public announcement or consummation of the
Arrangement; and other risks and uncertainties set out in Calibre’s
annual information form for the year ended December 31, 2024, its
management discussion and analysis for the year ended December 31,
2024 and other disclosure documents of the Company filed on the
Company’s SEDAR+ profile at www.sedarplus.ca.
Calibre'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 at such time. Calibre does 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.
1 Average annual production as estimated in the most recent
technical reports for each project, which are available for
download on each company’s website and on SEDAR+.
2 Mid-point of Equinox Gold’s 2025 guidance plus
mid-point of Calibre’s 2025 guidance, on a full-year basis, plus an
additional 65,000 ounces with Greenstone at capacity and 200,000
ounces with Valentine at capacity. Does not include any production
from Equinox’s Los Filos Gold Mine or either company’s expansion
projects.
Equinox Gold (TSX:EQX)
Historical Stock Chart
From Jun 2025 to Jul 2025
Equinox Gold (TSX:EQX)
Historical Stock Chart
From Jul 2024 to Jul 2025