TSX VENTURE COMPANIES
CALIBRE MINING CORP. ("CXB")
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Brokered, Delist, Graduation
BULLETIN DATE: October 17, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange (the 'Exchange') has accepted for filing Calibre Mining Corp.'s ('Calibre') Reverse Takeover (the 'RTO') and related transactions, all as principally described in its information circular dated August 30, 2019 (the 'Information Circular'). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of El Limon Gold Mine, La Libertad Gold Mine, Pavon Gold Project and certain additional mineral concessions located in Nicaragua:
On August 28, 2019, Calibre entered into a Share Purchase and Consolidation Agreement among Calibre, Adobe Capital and Trading ("Calibre Subco"), B2Gold Corp. ("B2Gold") and B2Gold's subsidiaries Triton Mining Corporation, Triton Mining (U.S.A.), LLC and Central Sun Mining Investments Corp. (the "Share Purchase and Consolidation Agreement").
The transaction was to be effected in accordance with the terms of the Share Purchase and Consolidation Agreement and a plan of consolidation (the "Plan of Consolidation") in the form attached to the Share Purchase and Consolidation Agreement. Pursuant to the transaction, Calibre was to indirectly acquire (through the acquisition of certain indirect subsidiaries of B2Gold and certain loan receivables) the El Limon Mine, the La Libertad Mine, the Pavon property, the Cerro Quiros property and the San Jose property, each located in Nicaragua (the "Target Assets") from B2Gold, including by way of the Company Consolidation (defined below), for aggregate consideration of US$100 million consisting of (i) US$40 million of cash, (ii) US$40 million of Calibre shares, (iii) a US$10 million convertible debenture and (iv) US$10 million in cash payable 12 months after closing of the transaction (collectively, the "Purchase Price") all in accordance with the Share Purchase and Consolidation Agreement and Plan of Consolidation. The Share Purchase and Consolidation Agreement provides for the indirect acquisition by Calibre of certain of the Target Assets, including by way of the consolidation among Calibre Subco and B2Gold's subsidiary Minesa (Cayman) Inc. to create a new consolidated company (the "Company Consolidation").
On October 4, 2019, the parties to the Share Purchase and Consolidation Agreement entered into a waiver and amendment agreement which, among other things, gives B2Gold an option to have a portion of the deferred consideration (payable to it 12 months after closing of the transaction) paid in Calibre shares.
The Exchange has been advised that Calibre's acquisition of the Target Assets and related transactions has received approval from the shareholders of Calibre at its Annual General and Special Meeting held on October 8, 2019 and has been completed. For additional information, please refer to the Information Circular available under Calibre's profile on SEDAR.
2. Private Placement - Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced July 2, 2019:
Number of Shares: 175,256,480 shares
Purchase Price: $0.60 per share
Number of Placees: 273 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Doug Forster Y 2,000,000
Doug Hurst Y 834,000
Edward Farrauto Y 415,000
Raymond Threlkeld Y 550,000
Greg Smith Y 166,700
Russell Ball Y 1,833,400
Ryan King Y 339,700
Kristian Dagsaan Y 50,340
Blayne Johnson Y 2,442,100
Agent's Fee: Canaccord Genuity Corp. received $1,290,901.41
Sprott Capital Partners LP received $1,290,901.41
Raymond James Ltd. received $938,837.40
RBC Capital Markets, LLC received $704,128.04
Haywood Securities Inc. received $234,709.35
PI Financial Corp. received $234,709.35
Leede Jones Gable Inc. received $76,140
John Greyell received $6,012
Frank Hogel received $4,500
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
Calibre is classified as a 'Mineral Exploration' company.
Capitalization: Unlimited shares with no par value of which
310,321,880 shares are issued and outstanding
Escrow: Nil shares will be subject to Escrow in accordance with Toronto Stock Exchange Policies
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: CXB
CUSIP Number: 13000C 20 5
3. Delist
Effective at the close of business on Friday, October 18, 2019, the common shares of Calibre will be delisted from TSX Venture Exchange
4. Graduation:
TSX Venture Exchange has been advised that Calibre's common shares will be listed and commence trading on the Toronto Stock Exchange effective at the opening on Monday, October 21, 2019, under the symbol "CXB."
________________________________________
|
|
