Sun Valley Gold LLC

August 05, 2009 14:16 ET

Sun Valley Gold LLC: Control and Direction Over Common Shares and Warrants of Calibre Mining Corp.

SUN VALLEY, IDAHO--(Marketwire - Aug. 5, 2009) - Sun Valley Gold LLC ("Sun Valley") announced today that it has, on behalf of Sun Valley Gold Master Fund, Ltd. (the "Master Fund"), acquired control and direction over 6,667,000 common shares ("Common Shares") and 6,667,000 common share purchase warrants ("Warrants") of Calibre Mining Corp. ("Calibre"). The Common Shares and Warrants were issued on July 22, 2009 upon the automatic exercise of 6,667,000 subscription receipts ("Subscription Receipts") issued to the Master Fund pursuant a private placement by Calibre on July 16, 2009 (the "Private Placement") of an aggregate of 41,433,500 Subscription Receipts at a subscription price of $0.15 per Subscription Receipt. Each Subscription Receipt entitled the Master Fund to acquire, for no additional consideration, one unit of Calibre (a "Unit") upon completion of the acquisition by Calibre of all of the issued and outstanding shares of Yamana Nicaragua S.A. ("Yamana Nicaragua") from Yamana Gold, Inc. ("Yamana"). Calibre completed the acquisition of Yamana Nicaragua from Yamana on July 22, 2009. Each Unit issued to the Master Fund on July 22, 2009 consisted of one Common Share and one Warrant. Each Warrant entitles the holder to purchase one Common Share at a price of $0.20 per share until July 16, 2011.

Following the automatic exercise of the Subscription Receipts issued to the Master Fund, the Master Fund beneficially owns, and Sun Valley exercises control and direction over, 6,667,000 Common Shares (representing approximately 5.8% of the issued and outstanding Common Shares) and 6,667,000 Warrants. If all of the Warrants beneficially owned by the Master Fund were exercised (but not any other warrants or options of Calibre), the Master Fund would beneficially own, and Sun Valley would exercise control and direction over, approximately 11.0% of the issued and outstanding Common Shares following such exercise.

The sole shareholders of the Master Fund are Sun Valley Gold International, Ltd., of which Sun Valley is the Investment Manager, and Sun Valley Gold, L.P., of which Sun Valley is the General Partner. Sun Valley manages investment accounts for the Master Fund, and has discretionary trading authority of the securities of Calibre issued to the Master Fund.

The Subscription Receipts, and the Common shares and Warrants issued on the exercise thereof, were acquired for investment purposes. Sun Valley and the Master Fund may increase or decrease their ownership interest in Calibre's securities depending upon future market conditions.

FOR FURTHER INFORMATION, OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT FILED BY THE OFFERORS REQUIRED BY APPLICABLE SECURITIES LEGISLATION PLEASE SEE THE CONTACT INFORMATION BELOW.

Contact Information

  • Sun Valley Gold LLC
    Mr. Peter F. Palmedo
    President
    (208) 726-2327
    (208) 726-2469 (FAX)