Calibre Mining : Earnings Document

CALIBRE MINING CORP.

ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2023

March 7, 2024

Suite 1560, 200 Burrard Street

Vancouver, British Columbia V6C 3L6

www.calibremining.com

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CAUTIONARY STATEMENT	3
Forward-Looking Information	3
Cautionary Note to U.S. Investors concerning Estimates of Mineral Reserves and Measured, Indicated and
Inferred Mineral Resources	4
CURRENCY PRESENTATION	4
CORPORATE STRUCTURE	6
Overview of the Business	7
GENERAL DEVELOPMENT OF THE BUSINESS	8
Recent Developments	8
Three Year History	8
The Marathon Transaction	10
DESCRIPTION OF THE BUSINESS	11
Principal Markets and Distribution Methods	11
Specialized Skill and Knowledge	11
Competitive Conditions	12
Components	12
Business Cycle & Seasonality	12
Economic Dependence	12
Renegotiation or Termination of Contracts	12
Environmental Protection	12
Employees and Contractors	13
Nicaraguan, Canadian, and USA Operations	13
Social and Environmental Policies	13
RISK FACTORS	13
SUMMARY OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES	30
MATERIAL PROPERTIES	31
El Limon Complex	31
La Libertad Mine	41
Pan Mine	56
Valentine Gold Mine	64
DIVIDENDS	97
DESCRIPTION OF CAPITAL STRUCTURE	97
Authorized Capital	97
Constraints	98
Ratings	98
MARKET FOR SECURITIES	98
Trading Price and Volume	98
Prior Sales	98
SECURITIES SUBJECT TO ESCROW OR CONTRACTUAL RESTRICTIONS ON TRANSFER	99
DIRECTORS AND OFFICERS	99

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Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions	105
Conflicts of Interest	106
AUDIT COMMITTEE	106
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	108
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	108
TRANSFER AGENTS AND REGISTRARS	108
MATERIAL CONTRACTS	108
Share Purchase and Consolidation Agreement	108
Investor Rights Agreement	109
Second Amended and Restated Credit Agreement	109
INTERESTS OF EXPERTS	110
ADDITIONAL INFORMATION	111

CAUTIONARY STATEMENT

This Annual Information Form ("AIF") contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to: the Company's (as defined below) expected production from, and further potential of, the Company's properties; the Company's ability to successfully integrate Marathon, advance the Valentine Gold Project and realize the anticipated benefits thereof; economic analyses for the Valentine Gold Project; planned exploration and development programs at the El Limon Complex, the La Libertad Complex and the Pan Mine (all as defined below); the results of any preliminary feasibility study ("PFS"), including, without limitation, life of mine ("LOM"), expected costs, production and net present value ("NPV") estimates; the results of any preliminary economic assessment ("PEA"); the future price of minerals, particularly gold; the estimation of mineral reserves and mineral resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; success of exploration activities; government regulation of mining operations; and environmental risks. Estimates regarding the anticipated timing, amount and cost of exploration and development activities are based on assumptions underlying mineral reserve and mineral resource estimates and the realization of such estimates. Capital and operating cost estimates are based on extensive research of the Company, purchase orders placed by the Company to date, recent estimates of construction and mining costs and other factors. Forward-looking information is often characterized by words such as "plan", "expect", "budget", "target", "schedule", "estimate", "forecast", "project", "intend", "believe", "anticipate", "seek", and other similar words or statements that certain events or conditions "may", "could", "would", "might", or "will" occur or be achieved. Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: political, economic and other risks; fluctuations in foreign currency; operating risks caused by social unrest; risks related to artisanal mining on the Company's properties; risks related to government regulation, laws, sanctions and measures; fluctuations in gold prices; uncertainties inherent to mining studies, such as any PFS or PEA; uncertainty in the estimation of mineral reserves and mineral resources; risks related to the development of the Valentine Gold Project; replacement of depleted mineral reserves; uncertainty relating to mineral resources; risks related to production estimates and cost estimates; obligations as a public company; risks related to acquisitions and integration; the impact of Nicaraguan laws regarding foreign investment; access to additional capital; volatility in the market price of the Company's securities; liquidity risk; risks related to community relations; risks relating to equity investments; the

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availability of infrastructure, energy and other commodities; nature and climactic conditions; risks related to information technology and cybersecurity; permitting and licensing; the prevalence of competition within the mining industry; availability of sufficient power and water for operations; risks associated with tax matters and foreign mining tax regimes; risks relating to potential litigation; risks associated with title to the Company's mining claims and leases; risks relating to the dependence of the Company on outside parties and key management personnel; risks associated with dilution; and labour and employment matters.

Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company's expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company's plans and objectives and may not be appropriate for other purposes.

Cautionary Note to U.S. Investors concerning Estimates of Mineral Reserves and Measured, Indicated and Inferred Mineral Resources

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. As a result, the Company reports the mineral reserves and resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by, and utilize definitions required by, National Instrument 43-101

• Standards of Disclosure for Mineral Projects ("NI 43-101"). NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the "CIM Standards"). These requirements and definitions differ from those adopted by the United States Securities and Exchange Commission (SEC) under subpart 1300 of Regulation S- K ("S-K1300") of the United States Securities Act of 1933 that are applicable to United States companies. Accordingly, descriptions of mineralization and estimates of mineral reserves and mineral resources under Canadian standards included or incorporated by reference in this AIF may not be comparable to similar information reported by United States companies subject to the reporting and disclosure requirements of S-K 1300.

CURRENCY PRESENTATION

This AIF contains references to United States dollars, referred to herein as "US$", and Canadian dollars, referred to herein as "$".

The closing, high, low, and average exchange rates for the United States dollar in terms of Canadian dollars for each of the three years ended December 31, 2023, December 31, 2022, and December 31, 2021, based on the indicative rate of exchange as reported by the Bank of Canada, were as follows:

		Year-Ended December 31
	2023	2022	2021
	($)	($)	($)
Closing	1.3226	1.3544	1.2678
High	1.3875	1.3856	1.2942

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Low	1.3128	1.2451	1.2040
Average(1)	1.3497	1.3011	1.2535

Note:

(1) Calculated as an average of the applicable daily rates for each period.

On March 7, 2024, the indicative rate of exchange as reported by the Bank of Canada was US$1.00 - $1.3474.

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CORPORATE STRUCTURE

Calibre Mining Corp. ("Calibre" or the "Company") is incorporated under the Business Corporations Act (British Columbia) ("BCBCA"). Its head office is Suite 1560, 200 Burrard Street, Vancouver, British Columbia, V6C 3L6. Calibre's registered office is located at 2200 HSBC Building, 885 West Georgia Street, Vancouver, BC V6C 3E8.

Calibre is listed on the TSX and OTCQX under the symbols "CXB" and "CXBMF", respectively. On June 18, 2007, Calibre changed its name from "TLC Ventures Corp." to "Calibre Mining Corp.".

On May 24, 2018, Calibre's articles were amended to permit the board of directors of Calibre (the "Board") to make certain alterations to the authorized share structure of Calibre (subject to Article 9.2 of the articles and the BCBCA). Prior to such amendment, alterations to the authorized share structure could only be affected through a special resolution of shareholders (subject to Article 9.2 of the articles and the BCBCA).

On October 15, 2019, the Company completed a transformational purchase of certain gold producing mining operations in Nicaragua from B2Gold Corp. ("B2Gold"). The Company acquired B2Gold's interest in the El Limon and La Libertad gold mines, the Pavón gold project, and additional mineral concessions in Nicaragua for aggregate consideration of US$100 million, which was paid with a combination of cash, common shares of Calibre (each, a "Common Share"), a convertible debenture and a US$10,000,000 cash payment.

On January 12, 2022, Calibre acquired all of the issued and outstanding common shares of Fiore Gold Ltd. ("Fiore") pursuant to a court-approved plan of arrangement. Calibre acquired a 100% interest in Fiore's operating Pan Gold Mine, the adjacent advanced exploration-stageGold Rock Project and the past producing Illipah Gold Project in Nevada, as well as the Golden Eagle project in Washington State.

On January 24, 2024, Calibre acquired all of the issued and outstanding common shares (the "Marathon Shares") of Marathon Gold Corporation ("Marathon") pursuant to a court-approved plan of arrangement (the "Marathon Transaction"). Calibre acquired a 100% interest in Marathon's advanced-stageValentine Gold Project located in the central region of Newfoundland and Labrador, one of the top mining jurisdictions in the world.

The corporate chart below sets forth the Company's material subsidiaries, together with the jurisdiction of incorporation of each company and the percentage of voting securities beneficially owned, controlled or directed, directly or indirectly, by the Company.

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Overview of the Business

Calibre is a Canadian-listed, Americas focused, growing mid-tier gold producer with a strong pipeline of development and exploration opportunities across Nevada and Washington in the United States, Newfoundland and Labrador in Canada, and Nicaragua. Calibre owns three producing mines comprised of a large portfolio of exploration and development concessions in Nicaragua and the United States. The material mineral properties of the Company consist of the following:

• El Limon mine (100% ownership), an underground and open pit gold mining operation located in northwestern Nicaragua, approximately 100 km northwest of Managua ("El Limon Complex");
• La Libertad mine (100% ownership), an underground and open pit gold mining operation located 110 km due east of Managua ("La Libertad Complex" or "La Libertad");
• Pan gold mine (100% ownership), an open-pit, heap leach mine located in Nevada, USA ("Pan Mine"); and
• Valentine gold project (100% ownership), an open pit mining and conventional milling operation under construction located in Newfoundland and Labrador, Canada ("Valentine Gold Project").

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Further information about Calibre can be found in the Company's regulatory filings available on SEDAR+ at www.sedarplus.ca and on the Company's website at www.calibremining.com.

GENERAL DEVELOPMENT OF THE BUSINESS

Recent Developments

On March 7, 2024, Calibre announced that Matthew Manson had resigned from the Board.

On February 20, 2024, Calibre announced its financial and operating results for the three months and year ended December 31, 2023 and 2024 guidance.

On January 24, 2024, Calibre announced completion of the Marathon Transaction. See "General Development of the Business - The Marathon Transaction".

On January 16, 2024, Calibre announced the results from its special meeting of shareholders, where all matters submitted to the shareholders of Calibre for approval, as detailed in the management information circular dated December 11, 2023, including the Marathon Transaction, were approved.

On January 16, 2024, an amendment to the maximum number of Common Shares issuable under Calibre's amended and restated long-term incentive plan was approved.

Three Year History

Over the three most recently completed financial years, the significant events described below contributed to the development of our business.

Financial Year Ended December 31, 2023

On December 4, 2023, Calibre announced that it had joined the Mining Association of Canada, further underscoring its dedication to responsible and sustaining mining practices.

On November 14, 2023, Calibre announced the closing of a private placement, pursuant to which Calibre purchased 66,666,667 Marathon Shares at a price of $0.60 per Marathon Share for an aggregate purchase price of $40 million, representing a 14.2% equity interest in Marathon.

On November 13, 2023, Calibre and Marathon jointly announced that they had entered into an arrangement agreement dated November 12, 2023 (the "Arrangement Agreement"), which subsequently was completed on January 24, 2024. See "General Development of the Business - The Marathon Transaction".

On October 19, 2023, Calibre announced that it intended to make a normal course issuer bid to repurchase, on the open market through the facilities of the TSX, other designated exchanges and/or alternative Canadian trading systems or by such other means as may be permitted by applicable Canadian Securities Laws certain of its outstanding Common Shares, not to exceed 10% of Calibre's public float.

On September 18, 2023, Calibre announced an initial open pit mineral resource estimate for its 100% owned Cerro Volcan Gold Deposit located five kilometers from the La Libertad processing facility. The resource, which was not

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included in Calibre's 2022 mineral resource statement, includes 508,000 tonnes of indicated mineral resource averaging 1.83 g/t and 1,788,000 tonnes of inferred mineral resource averaging 2.28 g/t.

On June 6, 2023, Calibre announced the publication of its 2022 Sustainability Report, which outlines Calibre's 2022 progress and achievements, provides guidance for Calibre's environmental, social and governance performance, and underscores Calibre's unwavering commitment to transparency, accountability, and responsible business practices.

On May 30, 2023, Calibre announced that, following the commencement of mining at its 100% owned Eastern Borosi Mine in early April, ore deliveries to the La Libertad processing plan commenced in May.

On April 25, 2023, Calibre announced that it is exercising its right to purchase 50% of the production royalty, 1% net smelter return, for US$2 million from Triple Flag Precious Metals Corp., at the Eastern Borosi Mine, thereby reducing the existing royalty to a 1% net smelter return.

On April 18, 2023, Calibre announced that mining commenced at the Eastern Borosi Mine.

On March 15, 2023, Calibre announced that mining at its Pavon Mine operation commenced in January, ahead of budget, and averaged 1,000 tonnes per day (tpd) to the La Libertad mill in February.

On February 16, 2023, the Company announced the appointment of Mr. John Jory as Vice President Geology, Nevada and the promotion of Mr. Pedro Silva to Vice President of Exploration, Nicaragua.

Financial Year Ended December 31, 2022

On December 13, 2022, the Company announced the release of a documentary about its approach to key principles of sustainability. The documentary addresses some of the core challenges facing society and the planet, including community health, biodiversity, and the restoration of fresh water sources in forests. It highlights how Calibre is working in alliance with the Centre for an Understanding with Nature, an environmental organization with over 30 years' experience in rural and indigenous communities in Nicaragua and Latin America, to overcome these challenges. Calibre also announced the completion of the Year Two Statement of Progress toward conforming to the World Gold Council ("WGC") Responsible Gold Mining Principles (the "Principles" or "RGMPs"). Calibre joined the WGC in August 2020 with a commitment to align with their Principles.

On October 28, 2022, the Company announced that it has been granted key environmental permits for the development and production of the open pit and underground mines within the Eastern Borosi Project ("EBP") from the corresponding Nicaraguan authorities. The Company also announced that it has signed a two-year contract with CEPAM (Comercializadora de Energía para América), ensuring that 100% of the power purchased for the Nicaraguan operations is certified clean energy. The agreement eliminates all of Calibre's Scope 2 (purchased electricity) carbon emissions in Nicaragua, representing approximately 30% of our total emissions within the country.

On October 27, 2022, the Company announced that, further to its press release dated October 25, 2022, following discussions with its advisors relating to the sanctions imposed on the Nicaraguan General Directorate of Mines by the United States Treasury Department on October 24, 2022 and an internal review of its current and future planned operations, that the sanctions do not have a material impact on its Nicaraguan operations.

On October 25, 2022, the Company commented on the announcement of the United States Treasury Department issued on October 24, 2022 relating to sanctions imposed on the Nicaragua Directorate of Mines. Calibre committed to proactively reviewing the recent sanctions and reached out to the United States Treasury Department to ensure its full compliance with these provisions. Calibre reaffirmed its commitment to continue complying with all relevant international laws and restrictions.

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On July 6, 2022, the Company announced that it has published its 2021 Sustainability Report. The report outlines Calibre's 2021 progress and achievements and provides guidance for the Company's Environmental, Social and Governance ("ESG") performance.

On June 16, 2022, the Company announced receipt of a key environmental permit for development and production of the Pavon Central open-pit mine from the Ministry of the Environment and Natural Resources in Nicaragua.

On March 15, 2022, the Company announced the development and launch of its first Five-Year Sustainability Strategy, encompassing Calibre's most material ESG objectives. These reflect the results of a broad internal and external consultation process, as well as the international standards established for the sector and specifically, the expectations set out in the World Gold Council's RGMP, which Calibre committed to in 2021.

On February 23, 2022, the Company announced the results of its updated Nicaraguan Mineral Reserves and Mineral Resources as of December 31, 2022.

On January 12, 2022, Calibre announced the successful completion of its acquisition of Fiore. pursuant to which, among other things, Calibre acquired all of the issued and outstanding common shares of Fiore (the "Fiore Shares") pursuant to a court-approved plan of arrangement (the "Fiore Arrangement"). Pursuant to the Fiore Arrangement, former Fiore shareholders received 0.994 of a Common Share and a cash payment of $0.10 in exchange for each Fiore Share held. As a result of the Fiore Arrangement, Calibre issued an aggregate of 101,321,923 Common Shares and made an aggregate cash payment of approximately $10.2 million.

Financial Year Ended December 31, 2021

On November 30, 2021, Calibre announced its completion of the Year One Self-Assessment to determine the Company's initial status of conformance with the World Gold Council's RGMPs.

On October 25, 2021, the Company and Fiore announced that they had entered into an arrangement agreement with respect to the Fiore Arrangement, as further described above.

On July 13, 2021, Calibre announced the strong second quarter production including Panteon reaching commercial production.

On March 16, 2021, Calibre announced the results of its Pavón Open Pit Gold Mine PFS. The PFS was undertaken by WSP in Canada in 2020 and 2021 on behalf of Calibre.

On February 26, 2021, Calibre announced the resignation of Russell Ball as President, Chief Executive Officer and Director of the Company effective immediately. On the same date, the Company's Senior VP & Chief Operating Officer, Darren Hall, was appointed President, Chief Executive Officer and Director of Calibre with immediate effect.

On January 21, 2021, Calibre announced that open-pit mining had commenced at Pavón Norte and that mill feed has been delivered to the La Libertad Complex for processing, in accordance with the Company's "hub-and-spoke" operating philosophy.

The Marathon Transaction

The Marathon Transaction is considered a significant acquisition under part 8 of National Instrument 51-102 - Continuous Disclosure Obligations. The Marathon Transaction was completed on January 24, 2024 by way of a court- approved plan of arrangement under section 192 of the Canada Business Corporations Act (the "Plan of