B2Gold and Calibre Mining Join Forces In Nicaragua.
posted on
Jul 02, 2019 07:57AM
130,000 oz of Gold / year - Q4 2009
Exploration & production. Properties in Nicaragua, Colombia, Panama & Russia
CALIBRE ANNOUNCES CONCURRENT CDN$100 MILLION EQUITY FINANCING
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, July 2, 2019 /CNW/ - B2Gold Corp. (TSX.BTO. NYSE AMERICAN: BTG. NSX: B2G) ("B2Gold") and Calibre Mining Corp. (TSX-V: CXB) (the "Company" or "Calibre") (jointly the "Partners") are pleased to announce that on July 2, 2019, the Partners entered into a binding agreement (the "Agreement") for B2Gold to restructure its interests in, and for Calibre to acquire, the producing El Limon and La Libertad Gold Mines (the "Nicaragua Mines"), the Pavon Gold Project and additional mineral concessions in Nicaragua (collectively, the "Nicaragua Assets") held by B2Gold for aggregate consideration of US$100 million (the "Purchase Price"), which Purchase Price will be paid with a combination of cash, common shares and a convertible debenture (the "Transaction"). Following the completion of the Transaction, B2Gold will own an approximate 31% direct equity interest in Calibre. B2Gold's ongoing commitment to continuing involvement with the Nicaraguan operations will be secured by its significant equity interest in Calibre, its right to appoint one director to the Board of Calibre and its participation in an Advisory Board to the main Board of Calibre
The El Limon and La Libertad Mines have produced in excess of 1.4 million ounces of gold since 2010. Their combined 2019 gold production is projected to be between 150,000 and 160,000 ounces (see: B2Gold MD&A for period ended March 31, 2019 filed on B2Gold's profile on SEDAR).
In connection with the Transaction, Calibre has entered into an agreement with Canaccord Genuity Corp. and Sprott Capital Partners LP (together, the "Lead Agents") in respect of a private placement of up to 167,000,000 subscription receipts (the "Subscription Receipts") for gross proceeds of up to CDN$100 million (the "Concurrent Private Placement").
The closing of the Transaction will be subject to certain conditions including majority of minority shareholder approval, the successful negotiation and execution of a definitive agreement (the "Definitive Agreement") by B2Gold and Calibre, the closing of the Concurrent Private Placement by Calibre and satisfactory due diligence by Calibre. In connection with the closing of the Transaction, Calibre intends to apply to graduate to the Toronto Stock Exchange (subject to Toronto Stock Exchange approval and meeting the initial listing requirements of the Toronto Stock Exchange).
Clive Johnson, President and Chief Executive Officer of B2Gold stated: "We are pleased to join forces with Calibre in Nicaragua to continue our legacy of 10 years of responsible exploration, development and gold production. We are pleased to become a large shareholder of Calibre and through our roles on their Advisory Board and Board of Directors, we look forward to assisting Calibre's experienced executive team and the combined B2Gold/Calibre management team in Nicaragua.
With Calibre and the combined Nicaraguan management team focussing on the El Limon and La Libertad Mines and other opportunities, B2Gold will focus on continuing to optimize responsible production at our other existing mines in Mali, Namibia and the Philippines as well as advancing our impressive pipeline of development and exploration projects. In addition, B2Gold will continue to pursue additional greenfield and advanced exploration opportunities."
B2Gold's History and Continuing Legacy of Success in Nicaragua
B2Gold was created in 2007 by the previous management of Bema Gold Corp. In 2009, B2Gold acquired the El Limon and La Libertad Mines in Nicaragua. B2Gold significantly improved the operations and economics of the El Limon Mine and, in addition, constructed a mill facility and commenced profitable gold production at the La Libertad Mine and realized significant exploration success around both mines. Over the last 10 years the Nicaragua Mines have produced in excess of 1.4 million ounces of gold, with B2Gold investing more than $560 million in capital and exploration in Nicaragua over that period.
Since 2010, the La Libertad and El Limon Mines have been an important contributor to the local and national economies, responsible for a large percentage of the country's gold exports. Gold now ranks third in the country's main exports.
In addition to being Nicaragua's largest exporters of gold, the La Libertad and El Limon Mines are collectively also the largest individual exporting operations in the country.
B2Gold Nicaragua is a major employer in Nicaragua with La Libertad and El Limon mines generating over 2,800 direct and contract jobs. Approximately 90% of B2Gold Nicaragua's direct employees are from the local communities around La Libertad and El Limon mines and fewer than 1% of direct employees are expatriates.
Russell Ball, Executive Chairman of Calibre stated: "We are delighted to be able to partner with B2Gold on the acquisition of the El Limon and La Libertad Mines and welcome B2Gold as a significant shareholder of Calibre. We see continuing the ongoing commitment to the current management team and many long-term employees as fundamental to the future success of our company and are grateful to have B2Gold's unwavering guidance and involvement in carrying out this responsibility.
Calibre has been actively exploring in Nicaragua for the past ten years and has enjoyed excellent support from our employees, suppliers and the Nicaraguan government. Calibre is fully committed to maintaining B2Gold's high standards of responsible mining, government relations, health, safety and environment and corporate social responsibility that B2Gold established at its Nicaraguan operations in partnership with its management team, employees and contractors. Maintaining these high standards is an essential benefit for all stakeholders."
Transaction Highlights
B2Gold has disclosed 2019 consolidated production guidance for the Nicaragua Mines of 150,000 to 160,000 ounces of gold (see: B2Gold MD&A for period ended March 31, 2019filed on B2Gold's profile on SEDAR). The Nicaragua Mines also contain exploration potential, particularly at El Limon, where B2Gold recently discovered the high-grade El Limon Central Gold Zone, which hosts a high-grade open-pit inferred mineral resource of 5.1 Mt grading 4.92 g/t gold containing approximately 812,000 oz of gold (see: B2Gold News Release dated February 23, 2018 filed on B2Gold's profile on SEDAR).
Other potential benefits of the Transaction for Calibre include:
Cautionary Statement
The reader is advised that the El Limon Central results summarized in this news release are intended to provide only an initial, high-level review of the project potential and expansion options. The initial mine plans and economic models include numerous assumptions and the use of Inferred Mineral Resources. The El Limon Central expansion study is preliminary in nature, and it includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no guarantee that Inferred Mineral Resources can be converted to Indicated or Measured Mineral Resources and, consequently, there is no guarantee the production estimates or project economics described herein will be achieved.
Management Team and Board of Directors
In connection with the Transaction, Calibre intends to make amendments and supplements to its management team and board of directors. Calibre anticipates it will benefit from the proven and experienced board and executive management team, focused on stakeholder value creation. The management team of Calibre is expected to include:
The Calibre management team will be supported by an experienced Board of Directors including the former Newmarket Gold founders Blayne Johnson, Douglas Forster, Raymond Threlkeld, Doug Hurst and Edward Farrauto, and a B2Gold nominee. Blayne Johnson will act as Non-Executive Chairman upon closing of the Transaction and an Advisory Board will be established that includes two representatives each from B2Gold and Calibre.
The relevant experience of the proposed Calibre management team is included in Appendix A.
El Limon
B2Gold owns a 100% interest in El Limon, which is an open pit and underground gold mine located approximately 100 km northwest of Managua, the capital of Nicaragua. A major new high-grade gold discovery at El Limon was announced by B2Gold in February 2018 at Limon Central where open-pit mining has commenced with an initial Inferred Resource of 5.1Mt grading 4.92 g/t Au containing 812,000 ounces of gold. With the deposit open along strike and at depth, significant exploration potential remains across the property.
In 2018, El Limon processed 447,961 tonnes grading 3.64 g/t gold with a recovery rate of 94.9% and produced 49,629 ounces.
In 2019, B2Gold's production guidance for El Limon is 55,000 to 60,000 ounces with cash operating cost guidance of between US$720 and US$760 per ounce and All-In Sustaining Costs (AISC) guidance of US$1,005 to US$1,045 per ounce, with the second half anticipated to benefit from increased production and lower costs.
La Libertad
B2Gold owns a 100% interest in La Libertad, which is an open pit and underground gold mine located in the La Libertad-Santo Domingo Region of the Department of Chontales in Central Nicaragua, approximately 110 km east of Managua. The annual mill throughput is approximately 2,250,000 tonnes and current gold recoveries are approximately 94% to 95%.
In 2018, La Libertad mine processed 2,250,687 tonnes grading 1.19 g/t gold with a recovery rate of 94.4% and produced 80,963 ounces of gold.
Most recently, and significantly, the environmental permit for the Jabali Antena Open Pit was received in June 2019, and as of June 28, 2019, all resettlement, artisanal miner and land possession issues have been resolved and development of the Jabali Antena Open Pit has commenced.
B2Gold's 2019 guidance for La Libertad is 95,000 to 100,000 ounces at cash operating costs of between US$840 and US$880 per ounce and AISC of US$1,150 to US$1,190per ounce. The La Libertad project including the surrounding exploration concessions has numerous excellent exploration targets that can expand the current resource base on the 155.37 km2 property.
Table 1: El Limon and La Libertad Reserve and Resource Estimates
Description |
|||
Tonnes
|
Gold Grade (g/t) |
Contained Gold Ounces |
|
La Libertad – Probable |
1,100,000 |
2.01 |
70,000 |
El Limon – Probable |
600,000 |
3.97 |
70,000 |
Total Probable Mineral Reserves |
140,000 |
||
La Libertad – Indicated |
2,000,000 |
2.61 |
170,000 |
El Limon – Indicated |
11,700,000 |
2.40 |
910,000 |
Total Indicated Mineral Resources |
1,080,000 |
||
La Libertad – Inferred |
3,200,000 |
4.37 |
450,000 |
El Limon – Inferred |
5,600,000 |
5.53 |
1,000,000 |
Total Inferred Resources |
1,450,000 |
The information concerning El Limon and La Libertad is derived from for period ended March 31, 2019 and filed on B2Gold's SEDAR profile on May 7, 2019, MD&A for the period ended March 31, 2018 and filed on B2Gold's SEDAR profile on May 9, 2018, B2Gold's press release dated February 23, 2018, and technical report entitled NI 43-101 Technical Report, La Libertad Mine, La Libertad Region, Nicaragua dated March 27, 2015 and filed on B2Gold's SEDAR profile on March 30, 2015. To the best knowledge, information and belief of Calibre, there is no new material scientific or technical information that would make the disclosure of the mineral resource or reserves inaccurate or misleading. Mineral Resources are not mineral reserves and do not have demonstrated economic viability.
Pavon Gold Project
B2Gold owns 100% of the Pavon Gold Project, which is located approximately 150 km north of La Libertad. Gold mineralization is characterized as a low-sulphidation, quartz epithermal vein system. Gold mineralization is hosted in quartz vein and quartz vein breccia units with locally high grade in stockwork zones. Gold Mineralization is currently hosted in two zones, El Pavon Norte and El Pavon Central. Calibre believes that there remains significant exploration potential at the Pavon Gold Project.
Table 2: Pavon Gold Resource Estimate
Description |
|||
Tonnes |
Gold Grade (g/t) |
Contained Gold Ounces |
|
Indicated Resources |
290,000 |
5.82 |
55,000 |
Inferred Resources |
130,000 |
5.50 |
23,000 |
All technical information related to the Pavon Gold Project is based on the B2Gold Annual Information Form dated March 27, 2015, a copy of which is available under B2Gold's profile on SEDAR.
Calibre's Borosi Gold Project
Calibre has been operating in Nicaragua for 10 years and owns a 100% interest in over 518 km2 of mineral concessions in the Borosi Gold Project in the Mining Triangle of Northeast Nicaragua including the Primavera Gold-Copper Project. Calibre also has a Joint Venture with IAMGOLD (currently Calibre 49%: IAMGOLD 51%) on the 176 km2Eastern Borosi Gold Project where the Joint Venture has outlined an inferred gold resource of 4.42Mt grading 5.72 g/t AuEq containing 812,000 oz AuEq (see: Calibre News Release, dated April 3, 2018 and filed on Calibre's profile on SEDAR). Including Calibre's 49% interest in the IAMGOLD JV, Calibre's inferred resources on the Borosi Gold Project total 2.44 million oz AuEq in four deposits (see: Iamgold Corporation and Calibre Mining Corp. Technical Report on the Eastern Borosi Project, Nicaragua dated May 11, 2018, Primavera Project Resource Estimate dated January 31, 2017, Calibre Mining NI 43-101 Technical Report and Resource Estimation on the Cerro Aeropuerto and La Luna Deposits, Borosi Concessions, Nicaragua dated April 11, 2011 filed on Calibre's profile on SEDAR).
Transaction Summary
Under the terms of the Transaction, Calibre is expected to acquire all of the outstanding intercompany loans and shares of or amalgamate with, as the case may be, the following B2Gold subsidiaries: Triton Minera S.A.; Desarrollo Minero de Nicaragua S.A. (which in turn owns 100% of Cerro Quiros Gold S.A.); Minera Glencairn S.A., and Minesa (Cayman) Inc. (which in turn owns 100% of Minerales Nueva Esparanza S.A.) (together, the "Nicaragua Subsidiaries") for aggregate consideration of US$100 million on a cash-free, debt-free basis. The Nicaragua Subsidiaries are the registered and beneficial owners of the Nicaragua Assets.
The Purchase Price under the Transaction will be payable as follows:
The principal amount owing under the Debenture will bear interest at 2% and will be payable in cash on that date which is two years from closing of the Transaction (the "Maturity Date") provided that (i) at any time prior to the close of business on the last business day immediately preceding the Maturity Date, the Debenture will be convertible at the option of B2Gold at a conversion price equal to a price that is 25% above the price of the Upfront Consideration Shares to be issued to B2Gold; and (ii) in the event that prior to the Maturity Date the volume weighted average price of the Calibre Shares is equal to or greater than a 35% premium to the price per share of the Concurrent Private Placement for 10 consecutive trading days on a recognized North American stock exchange on which the majority of Calibre's trading occurs, Calibre can force conversion of the Debenture. The Debenture will be a direct, unsecured obligation of Calibre, ranking equally with all other existing and future unsecured indebtedness of Calibre and will be a non-voting security.
Shareholder Approval and Other Conditions of Closing
At present, B2Gold holds approximately 11.9% of the issued and outstanding Calibre Shares and as such is considered a "related party" of Calibre under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Upon the completion of the Transaction, B2Gold will hold approximately 31% of the issued and outstanding Calibre Shares and assuming the conversion of the Convertible Debenture, will hold approximately 35% of the issued and outstanding Calibre Shares. As such, the Transaction will result in the creation of a "control person" of Calibre for the purposes of applicable securities laws and will be considered a "Non-Arms Length Reverse Takeover" of Calibre under TSX Venture Exchange ("TSXV") Policy 5.2 – Changes of Business and Reverse Takeovers. Accordingly, for Calibre, the Transaction will require the approval of a majority of the minority of the votes cast on the resolution by Calibre shareholders present in person or represented by proxy at the Calibre shareholder meeting.
Calibre will be exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets.
In addition to shareholder approval, the Transaction is subject to satisfactory due diligence, applicable regulatory approvals, the execution of a definitive agreement and the satisfaction of other closing conditions customary in transactions of this nature, including the approval of the TSXV. It is anticipated that the shareholder meeting will be held in September 2019.
Investor Rights Agreement
Concurrently with the closing of the Transaction, Calibre and B2Gold will enter into an investor rights agreement which will provide, among other things, that for so long as B2Gold holds at least 10% of the issued and outstanding Calibre Shares, it will have pro rata participation rights and piggyback registration rights. Further, until such time as B2Gold no longer holds 10% or more of the issued and outstanding Calibre Shares, B2Gold must give Calibre prior written notice of its intention to sell more than 1% of the then issued and outstanding Calibre Shares in any 30-day period. Upon receipt of such notice, Calibre will have five business days to designate the purchase of all or any portion of such shares, failing which, B2Gold will have the right to sell any remaining shares for an additional 30 days. Additionally, for so long as B2Gold holds at least 5% of the issued and outstanding Calibre shares, it will have the right to nominate one director to the Calibre board of directors.
In connection with the closing and implementation of the Transaction, an Advisory Board will be established and be comprised of two representatives from B2Gold and two representatives from Calibre.
Private Placement Subscription Receipt Financing
In connection with the Transaction, the Lead Agents have entered into an agreement with Calibre to complete a private placement, on a best efforts basis, of up to 167,000,000 Subscription Receipts for gross proceeds of up to CDN$100 million. Each Subscription Receipts will be issued at a price per Subscription Receipt of CDN$0.60 (the "Offering Price").
In addition, Calibre has granted the Lead Agents an option (the "Agent's Option") to increase the size of the Offering by up to an additional CDN$15 million of Subscription Receipts, at the Offering Price. The Agent's Option shall be exercisable at any time up to 48 hours prior to the closing of the Concurrent Private Placement.
It is anticipated that pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among the Lead Agents, Calibre and a licensed Canadian trust company or other escrow agent mutually acceptable to the Lead Agents and Calibre (the "Escrow Agent"), the gross proceeds from the Concurrent Private Placement will be delivered to and held by the Escrow Agent until such time as the release conditions set out in the Subscription Receipt Agreement (the "Release Conditions") have been met. The Release Conditions will include the completion, satisfaction or waiver of all conditions precedent to the completion of the Transaction.
Upon the satisfaction of the Release Conditions, each Subscription Receipt will be automatically converted, without payment of any additional consideration into one Calibre Share. Of the proceeds from the Concurrent Private Placement, US$40 million will be used to satisfy the cash component of the Purchase Price payable on closing and the remaining proceeds of up to US$36 million will be used for mine operations, exploration, working capital, and general corporate purposes.
If the Release Conditions are not satisfied on or before November 15, 2019, or prior to such date, Calibre advises the Lead Agents or announces to the public that it does not intend to satisfy the Release Conditions, the Subscription Receipt holders will be entitled to a return of the aggregate Offering Price paid and any interest earned thereon on a pro rata basis and the Subscription Receipts will be cancelled and will be of no further force or effect.
In connection with the Concurrent Private Placement, Calibre may pay finders fees equal to 3% of the gross proceeds of any orders solicited by certain finders (the "Finder's Fees").
As consideration for their services, the Agents will be paid a cash commission of 5% of the gross proceeds of the proceeds from the Concurrent Private Placement, except for that portion of the gross proceeds which is subject to Finder's Fees, where the commission payable to the Agents will be 2% of the gross proceeds.
It is anticipated that certain officers and directors of Calibre, who are considered to be "related parties" of Calibre under MI 61-101 will subscribe for Subscription Receipts under the Concurrent Private Placement. Each subscription by a "related party" will be considered to be a "related party transaction" for the purposes of MI 61-101 and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSXV. Calibre will be exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(b) of MI 61-101 as no securities of Calibre are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, Calibre expects that it will be exempt from any specific minority shareholder approval requirement in section 5.6 of MI 61-101 for each "related party transaction" in reliance on section 5.7(b) where the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of Calibre's market capitalization.
The Subscription Receipts being offered and Calibre Shares issuable on conversion of the Subscription Receipts have not been and will not be registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Calibre Board of Directors' Recommendations
The Board of Directors of Calibre has retained Trinity Advisors Corporation as its financial advisor and they have provided a fairness opinion to the Board. The Board has determined that the Transaction is in the best interest of shareholders and unanimously approved the terms of the proposed Transaction and recommends shareholders vote in favor of the proposed Transaction.
Timing
Full details of the Transaction will be included in the management information circular of Calibre expected to be mailed to shareholders in August 2019. It is anticipated that the shareholder meeting and closing of the Transaction will take place in September or early October 2019.
Advisors and Counsel
Calibre has retained Trinity Advisors Corporation to act as financial advisor and McCarthy Tetrault LLP to act as legal advisor.
B2Gold have engaged Canaccord Genuity Corp. ("Canaccord") to provide a fairness opinion in connection with the Transaction. Canaccord have provided an opinion to B2Gold's Board of Directors that the consideration to be received by B2Gold from Calibre in connection with the Transaction, is fair, from a financial point of view, to B2Gold shareholders.
Calibre Mining Corp. |
B2Gold Corp. |
"Russell Ball" |
"Clive Johnson" |
Russell Ball |
Clive Johnson |
Executive Chair |
President and CEO |
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance for Calibre and if applicable, disinterested Calibre shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
The Calibre technical content in this news release was read and approved by Gregory Smith, P.Geo, President and CEO of Calibre, who is the Qualified Person as defined by NI 43-101.