Statement of Intention Not to Make an Offer for Condor Gold PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

VANCOUVER, British Columbia, Dec. 2, 2024 - Calibre Mining Corp (TSX: CXB; OTCQX: CXBMF) (the "Company" or "Calibre") notes yesterday's announcement by Condor Gold plc ("Condor") and confirms that it does not intend to make an offer for Condor.

Condor initiated the sale process for their La India gold asset two years ago. During this time, Calibre acknowledges having engaged in discussions with Condor regarding the potential acquisition of the La India gold asset, which aligns well within Calibre's Hub & Spoke operation. However, Calibre confirms that it is not currently in discussions with Condor, nor does it have an active offer.  

This is a statement to which Rule 2.8 of the Code applies. Accordingly, Calibre and any person(s) acting in concert with it will, except with the consent of the Panel on Takeovers and Mergers (the "Panel"), be bound by the restrictions set out in Rule 2.8 of the Code.

For the purposes of Rule 2.8 of the Code, Calibre (and any person(s) acting in concert with it) reserves the right to set aside the restrictions in Rule 2.8 of the Code in any of the following circumstances: (i) with the agreement of the board of directors of Condor; (ii) following the announcement by or on behalf of a third party of a firm intention to make an offer for Condor; (iii) if Condor announces a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or (iv) if there has been a material change of circumstances (as determined by the Panel).

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Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, or the solicitation of any vote in favour or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Calibre and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Calibre for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the matters referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with the matters referred to in this Announcement, or otherwise.

About Calibre

Calibre is a Canadian-listed, Americas focused, growing mid-tier gold producer with a strong pipeline of development and exploration opportunities across Newfoundland & Labrador in Canada, Nevada and Washington in the USA, and Nicaragua. Calibre is focused on delivering sustainable value for shareholders, local communities and all stakeholders through responsible operations and a disciplined approach to growth. With a strong balance sheet, a proven management team, strong operating cash flow, accretive development projects and district-scale exploration opportunities Calibre will unlock significant value.

Calibre's head office is located at Suite 1560 - 200 Burrard Street, Vancouver, British Columbia, V6C 3L6.

The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.