On January 12, 2022, Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre”) and Fiore Gold Ltd. (TSXV: F; OTCQB: FIOGF) (“Fiore”) announced the successful completion of a transaction pursuant to which, among other things, Calibre acquired all of the issued and outstanding common shares of Fiore (the “Fiore Shares”) pursuant to a court-approved plan of arrangement (the “Arrangement”).
Pursuant to the Arrangement, former Fiore shareholders received 0.994 of a Calibre common share (each whole share, a “Calibre Share”) and a cash payment of C$0.10 in exchange for each Fiore Share held. As a result of the Arrangement, Calibre issued an aggregate of 101,321,923 Calibre Shares and made an aggregate cash payment of approximately C$10.2 million. Upon closing of the Arrangement, existing Calibre and former Fiore shareholders own approximately 77% and 23% of the issued and outstanding Calibre Shares, respectively.
As a result of the Arrangement, Calibre acquired a 100% interest in Fiore’s operating Pan Gold Mine, adjacent advanced-stage Gold Rock Project and the past producing Illipah Gold Project in Nevada, as well as the Golden Eagle project in Washington State.
Miller Thomson advised Fiore on the transaction with a team led by Lucy Schilling (Capital Markets & Securities) and comprised of Kathy Tang (Capital Markets & Securities), Dezarae Senft (Corporate/M&A), and Bryan Hicks (Litigation).