Cassels and Miller Thomson advising on Vancouver miner's takeover of Nevada gold projects

Vancouver-based Calibre Mining has agreed to acquire Fiore Gold Ltd. to create a mid-tier gold miner with targeted annual production of 245,000 ounces – at 1,259 per-ounce – and a combined cash balance of $118,539,840.

Cassels Brock & Blackwell LLP is acting as legal advisor to Calibre and Miller Thomson LLP is acting for Fiore.

U.S.-based gold miner Fiore has a portfolio that includes Pan Gold Mine in Nevada, the adjacent advanced-stage Gold Rock project, the past producing Illipah Gold project and Golden Eagle project in Washington State. Calibre will be acquiring a 100 per cent interest in these mining projects.

Under the deal, Fiore shareholders will receive 0.994 of a Calibre common share and $0.12 in cash for each Fiore common share held. Upon closing of the transaction, existing Calibre shareholders will own 78 per cent of the combined company, while Fiore shareholders will own 22 per cent.

Calibre operates two gold mines in Nicaragua – El Limon and La Libertad gold mines and the Pavon Gold Project. Fiore’s Pan Mine will add 50,000 ounces to Calibre’s annual gold production. The combined company is said to create a diversified, Americas-focused, growing mid-tier gold producer, according to Calibre.

Darren Hall, president and chief executive officer of Calibre, said, "Calibre has delivered on its commitment to create value for its shareholders through a disciplined operating and exploration approach. This transaction builds on that commitment, bringing a diversified asset base with immediate production and strong exploration upside in one of the top gold mining jurisdictions in the world. The pro forma company will have an exciting fully-funded growth pipeline with Calibre's high grade Eastern Borosi project and Fiore's Gold Rock project located approximately 10 kilometres from the operating Pan Mine.”

The transaction is expected to be completed in January 2022 after receipt of applicable regulatory approvals and satisfaction of customary closing conditions. The deal is also subject to a reciprocal termination fee of $6.5 million.