Calibre Receives Court Approval for Arrangement with Equinox Gold

Calibre Mining Corp.

Tue, May 6, 2025, 2:00 PM 2 min read

VANCOUVER, British Columbia, May 06, 2025 (GLOBE NEWSWIRE) -- Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (the “Company” or “Calibre”) is pleased to announce that the Supreme Court of British Columbia has granted the final order in connection with the Company’s plan of arrangement (the “Arrangement”) with Equinox Gold Corp. (“Equinox Gold”), whereby Equinox Gold will, among other things, acquire all of the issued and outstanding Calibre shares. Pursuant to the Arrangement, Calibre shareholders will receive 0.35 shares of Equinox Gold common shares for each Calibre common share held.

Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close by the end of Q2 2025. Following closing of the Arrangement, the Calibre shares are expected to be de-listed from the Toronto Stock Exchange and the OTCQX (the “De-Listing”). Following the De-Listing, it is anticipated that Calibre will apply to cease to be a reporting issuer under applicable Canadian securities laws.

For a more detailed description of the Arrangement, please refer to Calibre’s management information circular dated March 24, 2025 (the “Circular”), available on SEDAR+ at www.sedarplus.ca and on Calibre’s website at https://www.calibremining.com/investor-relations/agm-materials/default.aspx.

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 King
SVP Corporate Development & IR
T: 604.628.1012
E: calibre@calibremining.com
W: 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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