B2Gold Sales Nicaragua Assets
B2Gold announces that it has completed the sale of El Limon and La Libertad Gold Mines, the Pavon Gold Project and additional mineral concessions in Nicaragua to Calibre Mining Corp. for aggregate consideration of US$100 million, subject to adjustment for working capital under the share purchase agreement for the Transaction.
Pursuant to the terms of the Transaction, B2Gold received on closing an aggregate of 87,986,666 common shares of Calibre, representing approximately 28.35% of the issued and outstanding Calibre Shares on closing, US$40 million in cash, a US$10 million convertible debenture, and will receive an additional cash payment of US$10 million on October 15, 2020.
The principal amount owing under the Debenture will bear interest at 2% and will be payable in cash on October 15, 2021, and is convertible at a rate of CDN$0.75 per Calibre Share. 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.
"We are pleased to join forces with Calibre in Nicaragua to continue our legacy of ten years of responsible exploration, development and gold production. We are pleased to become Calibre's largest shareholder 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," said Clive Johnson, B2Gold's President and Chief Executive Officer.
Concurrently with the closing, Calibre and B2Gold entered into an investor rights agreement which provides, 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 has the right to nominate one director to the Calibre board of directors, with the initial B2Gold nominee being Dale Craig, Vice President, Operations.
Immediately prior to closing of the Transaction, B2Gold held 5,345,000 Calibre Shares, representing approximately 11.9% of the issued and outstanding Calibre Shares. As a result of closing the Transaction (including prior to the completion of Calibre's subscription receipt private placement financing), B2Gold now holds 93,331,666 Calibre Shares, representing approximately 30.08% of the total issued and outstanding Calibre Shares, calculated.
