Calibre Securityholders Approve Business Combination with Equinox Gold
May 01 2025 - 3:32PM
Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (the
“Company” or “Calibre”) is pleased to announce that 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 the Shareholders, the
“Securityholders”) have approved the business combination with
Equinox Gold Corp. (TSX: EQX, NYSE American: EQX) (“Equinox Gold”)
pursuant to a plan of arrangement (the “Arrangement”), whereby
Equinox Gold will, among other things, acquire all the issued and
outstanding Calibre shares. The vote was passed at Calibre’s
special meeting of Securityholders (the “Meeting”) held earlier
today.
The Arrangement was approved by (i) 75.28% of
the votes cast by Shareholders present in person or represented by
proxy and entitled to vote at the Meeting, (ii) 76.33% of the votes
cast by Shareholders and Optionholders, voting together as a single
class, present in person or represented by proxy and entitled to
vote at the Meeting, and (iii) 74.87% of the votes cast by
Shareholders present in person or represented by proxy and entitled
to vote at the Meeting, excluding the votes cast by such
Shareholders that were required to be excluded pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions. The report of voting results will
be available under the Company’s profile on SEDAR+ at
www.sedarplus.ca.
With the approval by the Securityholders,
Calibre will now seek a final order from the Supreme Court of
British Columbia (“Court”) to approve the Arrangement at a hearing
expected to be held on May 6, 2025. In addition to approval of the
Court, completion of the Arrangement is subject to applicable
regulatory approvals, including both Canadian (received) and
Mexican competition authorization, the approval of the Toronto
Stock Exchange (received) and the NYSE American for the Arrangement
and for the listing and posting for trading of the Equinox Gold
common shares to be issued in connection with the Arrangement and
the satisfaction of certain other closing conditions customary for
a transaction of this nature. If all conditions are satisfied or
waived, the Arrangement is expected to close by the end of Q2
2025.
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
shareholders, 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.
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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: Calibre and the combined company’s plans and expectations with
respect to the proposed Arrangement and the anticipated impact of
the proposed Arrangement on the combined company’s results of
operations, financial position, growth opportunities and
competitive position, the receipt of required approvals, and the
expected timing of completion of the Arrangement.
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 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 (“AIF”) 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.
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