REG - Calibre Mining Corp. - Intention Not to Make an Offer

Canaccord GenuityAnnouncement

02/12/2024 08:15

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RNS Number : 3735O  Calibre Mining Corp.  02 December 2024

 

Statement of Intention Not to Make an Offer for Condor Gold PLC

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

VANCOUVER, British Columbia, Dec. 2, 2024 - Calibre Mining Corp (TSX: CXB;
OTCQX: CXBMF) (the "Company" or "Calibre") notes yesterday's announcement by
Condor Gold plc ("Condor") and confirms that it does not intend to make an
offer for Condor.

Condor initiated the sale process for their La India gold asset two years ago.
During this time, Calibre acknowledges having engaged in discussions with
Condor regarding the potential acquisition of the La India gold asset, which
aligns well within Calibre's Hub & Spoke operation. However, Calibre
confirms that it is not currently in discussions with Condor, nor does it have
an active offer.

This is a statement to which Rule 2.8 of the Code applies. Accordingly,
Calibre and any person(s) acting in concert with it will, except with the
consent of the Panel on Takeovers and Mergers (the "Panel"), be bound by the
restrictions set out in Rule 2.8 of the Code.

For the purposes of Rule 2.8 of the Code, Calibre (and any person(s) acting in
concert with it) reserves the right to set aside the restrictions in Rule 2.8
of the Code in any of the following circumstances: (i) with the agreement of
the board of directors of Condor; (ii) following the announcement by or on
behalf of a third party of a firm intention to make an offer for Condor; (iii)
if Condor announces a Rule 9 waiver proposal (as described in Note 1 of the
Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as
defined in the Code); or (iv) if there has been a material change of
circumstances (as determined by the Panel).

Enquiries

 Calibre Mining Corp.                                      +1 604 628 1012
 Darren Hall, President & Chief Executive Officer          calibre@Calibremining.com
 Ryan King, SVP Corporate Development & IR

 Canaccord Genuity Limited (Financial Adviser to Calibre)  +44 (0) 20 7523 8000
 David Sadowski

 James Asensio

 Matthew Reimer

 Harry Rees

Important notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise, or the solicitation of any vote in
favour or approval of any offer in any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and any such offer (or
solicitation) may not be extended in any such jurisdiction.

This announcement has been prepared in accordance with English law and the
Code, and information disclosed may not be the same as that which would have
been prepared in accordance with laws outside of the United Kingdom. The
distribution of this announcement in jurisdictions outside the United Kingdom
may be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Calibre and for no-one else in connection with the matters
referred to in this Announcement and will not be responsible to any person
other than Calibre for providing the protections afforded to clients of
Canaccord Genuity, nor for providing advice in relation to the matters
referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor
any of its or their respective directors, officers, employees, representatives
or agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Canaccord Genuity in
connection with the matters referred to in this Announcement, or otherwise.

About Calibre

Calibre 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.

 

Calibre's head office is located at Suite 1560 - 200 Burrard Street,
Vancouver, British Columbia, V6C 3L6.

 

 

The Toronto Stock Exchange has neither reviewed nor accepts responsibility for
the adequacy or accuracy of this news release.

 

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