Calibre Mining Corp. (TSX:CXB) entered into a definitive arrangement agreement to acquire Fiore Gold Ltd. (TSXV:F) for approximately CAD 180 million on October 25, 2021. Pursuant to the transaction, Fiore shareholders will receive 0.994 of a Calibre common share and CAD 0.10 in cash for each Fiore common share held. The Consideration implies CAD 1.80 per Fiore common share. Existing shareholders of Calibre and Fiore will own approximately 78% and 22% of the combined company, respectively Calibre will be acquiring a 100% interest in Fiore's operating Pan Gold Mine, the adjacent advanced- stage Gold Rock Project and the past producing Illipah Gold Project in Nevada, as well as the Golden Eagle project in Washington State. As of December 20, 2021, Fiore's board of directors UNANIMOUSLY recommends that shareholders VOTE FOR the Arrangement Resolution. FIORE GOLD LTD. is pleased to announce that Institutional Shareholder Services and and Glass Lewis & Co. has recommended that Fiore shareholders vote FOR the proposed acquisition by Calibre Mining Corp. of all of the issued and outstanding shares of Fiore at the upcoming special meeting of shareholders to be held on January 5, 2022.

The Arrangement Agreement contains customary provisions including non-solicitation and right to match superior proposals in favour of Calibre, as well as a reciprocal CAD 8.04 million ($6.5 million) termination fee payable under certain circumstances. The transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations act. The transaction is subject to approval of Fiore Gold shareholders, approval of the Supreme Court of British Columbia, issuance of common shares by Calibre in connection with the transaction is subject to the approval of a majority of the votes cast by the shareholders of Calibre, the necessary conditional approvals or equivalent approvals, as the case may be, of the TSX and the TSXV will have been obtained, the Consideration Shares and other securities to be issued pursuant to the arrangement shall be exempt from the registration requirements of the U.S. Securities Act, Fiore Shareholders will not have exercised Dissent Rights and each of the Supporting Fiore shareholders shall have entered into a Fiore support agreement. The arrangement agreement has been unanimously approved by the Board of Directors of each of Calibre and Fiore, including, in the case of Fiore, following the unanimous recommendation of a special committee of independent directors of Fiore. Both Boards of Directors unanimously recommend that their respective shareholders vote in favour of the transaction. Officers and directors of Calibre, along with B2Gold Corp., which hold approximately 37% of the outstanding Calibre common shares and Officers and directors of Fiore, which hold approximately 1% of the outstanding Fiore common shares, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their respective Calibre and Fiore common shares in favour of the transaction. Full details of the transaction will be included in the respective management information circulars of Calibre and Fiore, expected to be mailed to shareholders in mid-December 2021. Both shareholders' meetings have been scheduled to be held on January 5, 2022. As of January 5, 2022, the shareholders of Fiore approved the transaction. As of January 5, 2022, the shareholders of Calibre Mining Corp. approved the transaction. The closing of the transaction is expected in January 2022. As of January 5, 2022, the transaction is expected to close around January 12, 2022. As per the special meeting of Fiore shareholders held on January 5, 2022, Shareholders of Fiore approved the Arrangement Resolution with approximately 99.79% of the votes cast at the Meeting in favour of the Arrangement. Shareholders of Fiore also approved the Arrangement Resolution with approximately 99.79% of the votes cast at the Meeting in favour of the Arrangement.

Trinity Advisors Corporation acted as financial advisor and provided fairness opinion and Canaccord Genuity Corp. provided fairness opinions to the Board of Directors of Calibre. Haywood Securities Inc. acted as financial advisor and has provided a fairness opinion to the Board of Directors of Fiore and Pierre Lalibete of Stifel Nicolaus Canada Inc. acted as financial advisor and has provided a fairness opinion to the Fiore special committee. Jeffrey Roy, Jay King, Douglas Richardson, Kurtis Bond, Veronica Ma and Sophie Beaton of Cassels Brock & Blackwell LLP is acting as Canadian legal advisor to Calibre, and Greenberg Traurig, LLP is acting as U.S. legal advisor to Calibre. Lucy H. Schilling of Miller Thomson LLP is acting as Canadian legal advisor to Fiore, Thorsteinssons LLP is acting as Canadian legal tax advisor and Dorsey & Whitney LLP is acting as U.S. legal advisor to Fiore. Computershare Investor Services Inc. acted as depositary to Calibre.

Calibre Mining Corp. (TSX:CXB) completed the acquisition of Fiore Gold Ltd. (TSXV:F) on January 12, 2022. Calibre acquired all of the issued and outstanding common shares of Fiore pursuant to a court-approved plan of arrangement.