Calibre Mining has agreed to acquire US-based gold producer Fiore Gold via a court-approved plan of arrangement.
According to the agreed terms, Fiore shareholders will receive 0.994 of a Calibre common share and a cash of $0.08 (C$0.10) for each share held. This implies $1.45 (C$1.80) per common share of Fiore.
Upon deal completion, existing shareholders of Fiore and Calibre will respectively hold around 22% and 78% stakes in the combined company.
The acquisition is expected to create a diversified, Americas-focused, mid-tier gold producer with an annual production of nearly 245,000oz.
With comprehensive technical capabilities, the combined entity will be able to exploit development and exploration opportunities across a broader portfolio.
The deal allows Calibre to buy 100% stakes in the Golden Eagle project in Washington State, as well as the operating Pan Gold Mine, the advanced-stage Gold Rock Project and the past-producing Illipah Gold Project in Nevada, from Fiore.
Calibre chairman Blayne Johnson said: “This transaction is the type of value-add diversified growth we set out to accomplish when we partnered with B2Gold to acquire our initial gold production.
“The addition of a top-tier, low-risk mining jurisdiction in Nevada creates a lower risk profile with greater asset and country diversification. The Pan heap leach gold mine brings an immediate increase to our production and cash flow, in addition to significant exploration potential.”
Calibre president and CEO Darren Hall said: “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 10km from the operating Pan Mine.”
The deal has already secured the clearance of the two companies’ board of directors. It currently awaits regulatory and shareholder approvals, with deal completion anticipated in January 2022.
B2Gold, which holds around 37% of Calibre shares, along with Calibre officers and directors have agreed to vote their Calibre common shares in favour of the deal.