Calibre Mining Corp. (TSX-V: CXB) is pleased to announce that the Company has closed the second and final tranche of its previously announced brokered private placement.  Under the second tranche, the Company raised a total of CDN$2,605,200 through the issuance of 4,342,000 subscription receipts at a price of $0.60 per Subscription Receipt.  In aggregate, the Company has raised a total of CDN$105,153,888 under the first and second tranches of the Private Placement.

As set out in the Company’s September 17, 2019 news release, pursuant to the terms of a share purchase and consolidation agreement entered into between the Company and B2Gold Corp. dated August 29, 2019, US$40 million of the gross proceeds of the Private Placement will be used by the Company, assuming the Release Conditions (as defined below) are satisfied, to fund a portion of the purchase price to acquire the producing El Limon and La Libertad Gold Mines, the Pavon Gold Project and additional concessions in Nicaragua. For further details on the Transaction, please refer to the Company’s press release dated July 2, 2019.

The gross proceeds from the Private Placement (less the expenses of the Agents (as defined below)) will be delivered to and held by Computershare Trust Company of Canada until such time as the release conditions set out in the subscription receipt agreement  have been met. The Release Conditions include the completion, satisfaction or waiver of all conditions precedent to the Transaction.

Upon the satisfaction of the Release Conditions, each Subscription Receipt will be automatically converted, without any further action or payment of any additional consideration on the part of the holder, into one common share of the Company. The net proceeds of the Private Placement will be used to satisfy the US$40 million cash component of the purchase price payable on closing of the Transaction and the balance will be used for mine operations, exploration, working capital, and general corporate purposes.

If the Release Conditions are not satisfied on or before October 31, 2019, or prior to such date, Calibre advises the Lead Agents (as defined below) that the Release Conditions will not be satisfied by October 31, 2019, the Subscription Receipt holders will be entitled to a return of the aggregate Offering Price paid and any interest earned thereon on a pro rata basis and the Subscription Receipts will be cancelled and will be of no further force or effect.

Satisfaction of the Release Conditions remains subject to applicable regulatory and shareholder approvals and the satisfaction of other closing conditions customary in transactions of this nature including the approval of the TSX Venture Exchange.  The shareholder meeting to approve the Transaction is scheduled for October 8, 2019 and Transaction closing is expected to occur on or about October 15, 2019.

In connection with the Private Placement, the Company will pay a certain finder commission equal to 3.0% of the gross proceeds of any orders solicited by certain finders in Common Shares. In respect of these fees, the Company expects to issue 125,010 Common Shares at the Offering Price upon the closing of the Transaction.

The Private Placement was led by Canaccord Genuity Corp. and Sprott Capital Partners LP with a syndicate of agents that included Raymond James Ltd., RBC Capital Markets, Haywood Securities Inc. and PI Financial Corp. In consideration for their services the Agents will receive a commission of 5.0% of the gross proceeds from the Private Placement, except for that portion of the gross proceeds which is subject to Finder’s Fees, where the commission payable to the Agents will be 2.0% of the gross proceeds. The Agents have the option of receiving payment in either cash or Common Shares at the Offering Price.

All Subscription Receipts issued under the Private Placement will be subject to a hold period expiring four months and one day from the date hereof. The Common Shares to be issued upon the conversion of the Subscription Receipts and as partial payment of the Finder’s Fees and Commission to be issued on the closing of the Transaction will be freely tradeable pursuant to applicable Canadian securities laws.   

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Trading Halt and Graduation

Since announcing the Transaction on July 2, 2019, trading of the shares of the Company has been halted. The Company expects trading to remain halted until the completion of the Transaction. Shortly following the closing of the Transaction and subject to meeting the Toronto Stock Exchange listing requirements, the Company anticipates graduating and commencing trading on the Toronto Stock Exchange. Although the Company expects that it will be able to satisfy the listing conditions of the Toronto Stock Exchange, there is no assurance that the Toronto Stock Exchange will grant listing approval, or that listing approval will be granted immediately in connection with the closing of the Transaction.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance for Calibre and disinterested Calibre shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained.

There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular of Calibre dated August 30, 2019 and filed on SEDAR on September 11, 2019 prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.