Calibre Mining to acquire Giustra’s Fiore Gold

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Calibre Mining Corp. [CXB-TSXV, CXBMF-OTC] said Monday it has struck a definitive deal to acquire Fiore Gold Ltd. [F-TSXV, FIOGF-OTCQB] via a court-approved plan of arrangement.

It said the transaction will create a diversified, Americas-focused, growing mid-tier gold producer with targeted annual production of 245,000 ounces at an all-in-sustaining cost of US$1,020. The combined company will have comprehensive technical capabilities to exploit a pipeline of development and exploration opportunities across a broader portfolio.

This growth strategy will be supported by a strong balance sheet with a combined cash balance of US$96 million and no bank debt as of September 30, 2021.

Under the takeover deal, Fiore shareholders will receive 0.994 of a Calibre common share and $0.10 in cash for each of their Fiore shares. That implies a valuation of $1.80 per Fiore share, marking a premium of 44% based on the closing price of Calibre and Fiore common shares on October 22 when Calibre shares closed at $1.71 to trade in a 52-week range of $2.80 and $1.26, and Fiore Gold closed at $1.25 to trade in a 52-week range of $1.66 and 95 cents.

Existing shareholders of Calibre and Fiore will own approximately 78% and 22% respectively of the combined company.

News of the deal comes two years after Calibre acquired B2Gold Corp.’s [BTO-TSX, BTG-NYSE] interest in the El Limon and La Libertad gold mines, the Pavon gold project and additional mineral concessions in Nicaragua for US$100 million.

Prior to that deal, Calibre had a 100% interest in over 413 square kilometres 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 Corp [IMG-TSX, IAG-NYSE] (176 square kilometres) and Centerra Gold Inc. [CG-TSX, CAGDF-OTC] (353 square kilometres) concessions covering an aggregate area of 429 square kilometres and is a party to a joint venture on the 33.6 square kilometre Rosita D. gold-copper-silver project with Rosita Mining Corp.

Major shareholders in Calibre include B2Gold, with 30%, mining financier Pierre Lassonde, and management.

Fiore Gold, launched by financier Frank Giustra, is an Americas-focused gold producer with an initial plan to produce 150,000 ounces of the yellow metal annually, and later emerge as a mid-tier company. Its key Nevada assets includes an open pit heap leach operation known as the Pan Mine.

It also has the Goldrock property, a 20,300-hectare land package along the Battle Mountain and Eureka trends, that is anchored by the former Easy Junior Mine, which reportedly produced roughly 75,000 ounces of gold in the early 1990s. The company is hoping that by operating the Pan and Gold Rock in unison, it will create a multi-asset, 100% U.S. domestic gold producer.

Gold Rock is estimated to host an indicated resource of 403,000 ounces of gold, plus an additional 84,300 ounces in the inferred category.

“The Pan heap leach gold mine brings an immediate increase in our production and cash flow, in addition to significant exploration potential,” said Calibre Chairman Blayne Johnson.


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