In their report Glass Lewis states 'we understand that the proposed transaction would create a larger and more diversified mid-tier gold company with a broader portfolio of assets, including producing and exploration stage assets primarily in
Fiore's board of directors UNANIMOUSLY recommends that shareholders VOTE FOR the Arrangement Resolution
BENEFITS TO SHAREHOLDERS
The Consideration provides Shareholders with a meaningful upfront premium of 44% to the closing price of
Partnership with an established multi-mine 170,000 - 180,000 oz per year gold producer with a common operating philosophy and record of fiscal discipline, and a proven history of shareholder value creation.
The Arrangement is a compelling opportunity for Shareholders to gain exposure to a mid-tier gold producer with greater market relevance, enhanced trading liquidity, broader analyst and institutional investor following, and index inclusions.
The Arrangement is an opportunity for Shareholders to gain access to a strong balance sheet and robust free cash flow generation to fully fund and accelerate development projects and exploration initiatives.
Combining Fiore and Calibre, both well recognized and respected gold mining companies, is anticipated to provide Shareholders with meaningful ongoing exposure to future value catalysts across the combined asset portfolio, including Calibre's assets and Fiore's
Shareholders will be provided with an opportunity to participate in substantial exploration activity through Calibre's 16 drill, 80+ km regional program.
FIORE MEETING
The Meeting will be held on
As the Meeting will be in a virtual-only format, registered and non-registered shareholders will not be able to attend in person. Fiore strongly encourages all registered Shareholders, who would like to attend, participate and/or vote virtually online via live webcast to carefully follow the procedures outlined in Notice of Special Meeting of Shareholders and Management Information Circular of the Company dated
Shareholders are encouraged to vote in advance of the meeting, even if they plan on attending the meeting, to ensure their vote is received in a timely manner. Shareholders are encouraged to vote today via the internet or telephone, as outlined below. The proxy voting deadline is
At the Meeting, Fiore Shareholders will be asked to consider and, if thought advisable, to pass a special resolution approving the transaction, which will be implemented by way of a plan of arrangement (the 'Arrangement'). The Circular contains a detailed description of the Arrangement, as well as certain additional information relating to Fiore. If the requisite shareholder approval is obtained at the Meeting and if the other conditions to the Arrangement becoming effective are satisfied or waived, it is expected that the Arrangement will be completed in the first quarter of 2022.
Contact:
Tel: 1 (416) 639-1426
Email: info@fioregold.com
Web: www.fioregold.com
Cautionary Note Regarding Forward Looking Statements
This news release includes certain 'forward-looking information' and 'forward-looking statements' (collectively 'forward-looking statements') within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations with respect to future business activities and operating performance. All statements in this news release that address events or developments that Fiore expects to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are often identified by words such as 'expect', 'plan', 'anticipate', 'project', 'target', 'potential', 'schedule', 'forecast', 'budget', 'estimate', 'intend' or 'believe' and similar expressions or their negative connotations, or that events or conditions 'will', 'would', 'may', 'could', 'should' or 'might' occur, and include information regarding: (i) expectations regarding whether the proposed acquisition of Fiore by Calibre will be consummated, including whether conditions to the consummation of the plan of arrangement will be satisfied, or the timing for completing the acquisition and receiving the required regulatory and court approvals, (ii) expectations regarding the potential benefits of the acquisition and the ability of the combined company to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays, (iii) expectations regarding additional mineral resources, project development and future production, (iv) expectations regarding financial strength, free cash flow generation, trading liquidity, and capital markets profile of the combined company, (v) expectations regarding future exploration and development, growth potential for Calibre's and Fiore's operations, and (vi) expectations for other economic, business, and/or competitive factors.
Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Fiore's control. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by Calibre and Fiore with the Canadian securities regulators, including Fiore's Management Information Circular with respect to the Proposed Plan of Arrangement dated
Calibre's and Fiore's forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of Calibre and Fiore at such time. Calibre and Fiore do not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, undue reliance should not be placed on forward-looking statements.
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