Mr. Greg Smith of Equinox Gold reports
EQUINOX GOLD AND CALIBRE MINING AMEND ARRANGEMENT AGREEMENT IN RESPECT OF PROPOSED BUSINESS COMBINATION, ANNOUNCE ADJOURNMENT OF RESPECTIVE SHAREHOLDER MEETINGS, NEW MEETING DATES SET FOR MAY 1, 2025
Equinox Gold Corp. and Calibre Mining Corp. have amended the arrangement agreement, pursuant to the proposed business combination previously announced on Feb. 23, 2025.
Under the terms of the amended arrangement agreement, Calibre shareholders will receive 0.35 Equinox Gold common share for each Calibre share held immediately prior to the effective time of the transaction. Upon completion of the transaction, existing Equinox Gold shareholders and former Calibre shareholders will own approximately 61 per cent and 39 per cent of the outstanding common shares of the combined company, respectively, on a fully diluted basis. The new exchange ratio represents a 10-per-cent premium to the closing price of Calibre shares on the Toronto Stock Exchange on Feb. 21, 2025, the last trading day before the transaction was announced.
To allow Equinox Gold shareholders and Calibre securityholders time to consider and vote on the amended arrangement agreement, both Equinox Gold and Calibre are adjourning their respective shareholder meetings that were scheduled for April 24, 2025. The Equinox Gold meeting will be held on May 1, 2025, at 1:30 p.m. Vancouver time, and the Calibre meeting will be held on May 1, 2025, at 10 a.m. Vancouver time. Details regarding how to attend the meetings in person or attend by webcast are included later in the news release.
Greg Smith, president and chief executive officer of Equinox Gold, commented: "We believe this transaction is in the best interest of shareholders of both Equinox Gold and Calibre Mining. Combining these two companies will create a major gold producer with the potential to produce more than 1.2 million ounces of gold per year in the very near term, all from mining-friendly jurisdictions in the Americas and underpinned by production from two world-class Canadian gold mines. We also believe the offer of 0.35 Equinox Gold shares for every Calibre share is full and fair valuation that reflects both the current production and the growth potential of each company."
Darren Hall, president and chief executive officer of Calibre, commented: "With a focus on operational excellence and execution, the combination of Calibre and Equinox Gold will create more shareholder value together than either could achieve individually. The combined company will be the second-largest gold producer in Canada and one of the top-15 gold producers globally. I encourage Calibre shareholders to cast your vote in favour of the transaction."
Details of the vote
The record date for determining shareholders eligible to vote at the respective meetings remains March 18, 2025. The deadline for Equinox Gold and Calibre shareholders to return their completed proxies or voting instruction forms has been extended to May 1, 2025, at 10 a.m. Vancouver time, and April 29, 2025, at 10 a.m. Vancouver time, respectively.
The adjournment of the meetings is intended to provide additional time for all shareholders and securityholders to vote on the transaction, in light of the amended arrangement agreement.
Equinox Gold
At the Equinox Gold meeting, Equinox Gold shareholders will be asked to approve, among other things, the issuance of up to 296,838,303 Equinox Gold common shares, which is unchanged from the share issuance resolution disclosed in the management information circular dated March 21, 2025, that was sent to Equinox Gold shareholders. The share issuance resolution is not being amended to include the additional up to 35,341,282 Equinox Gold common shares that would be issued to reflect the new exchange ratio since the transaction is a public company acquisition pursuant to Toronto Stock Exchange staff notice 2018-0005 and the additional shares represent fewer than 25 per cent of the Equinox Gold common shares that Equinox Gold shareholders will be asked to approve pursuant to the share issuance resolution. The issuance of up to 332,179,585 Equinox Gold common shares pursuant to the transaction (which is on a fully diluted basis) represents approximately 73 per cent of the 456,062,878 issued and outstanding Equinox Gold common shares (on a non-diluted basis) as of the March 18, 2025, record date for the Equinox Gold meeting.
A preliminary assessment of Equinox Gold votes received shows overwhelming approval of the transaction, with almost 70 per cent of shares voted. Equinox Gold's board of directors unanimously recommends that Equinox Gold shareholders approve the transaction by voting for the share issuance resolution:
- Equinox Gold shareholders who have already voted their shares in support of the share issuance resolution are not required to take further action.
- Equinox Gold shareholders who have already voted and wish to change their vote can follow the instructions outlined in the Equinox Gold information circular that was sent to Equinox Gold shareholders by mail or e-mail.
- Equinox Gold shareholders who have not yet voted are urged to do so as soon as possible in accordance with the instructions accompanying the form of proxy or voting instruction form together with the Equinox Gold information circular that were sent to Equinox Gold shareholders by mail or e-mail.
The Equinox Gold information circular, outlining the background to and anticipated benefits of the transaction, can be downloaded at the Equinox Gold website and from Equinox Gold's profile on SEDAR+ and on EDGAR.
Calibre
At the Calibre meeting, holders of Calibre common shares and holders of options to purchase Calibre common shares issued under Calibre's amended and restated long-term incentive plan, as amended, will be asked to consider and, if deemed advisable, to pass a special resolution as set forth in the Calibre information circular (as defined below) to approve the transaction, which approval will require at least: (a) 66-2/3rds per cent of the votes cast in favour by Calibre shareholders (in person or by proxy); (b) 66-2/3rds per cent of the votes cast in favour by Calibre securityholders, voting as a single class (in person or by proxy); and (iii) a simple majority of the votes cast by Calibre shareholders, excluding votes cast by certain Calibre shareholders required to be excluded under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions (in person or by proxy).
Calibre's board of directors unanimously recommend that Calibre securityholders vote for the transaction.
- Calibre securityholders who have already voted their securities in support of the transaction are not required to take further action.
- Calibre securityholders who have already voted and wish to change their vote can follow the instructions outlined in the management information circular dated March 24, 2025, that was sent to Calibre securityholders by mail or e-mail.
- Calibre securityholders who have not yet voted are urged to do so as soon as possible in accordance with the instructions accompanying the form of proxy or voting instruction form together with the Calibre information circular that were sent to Calibre securityholders by mail or e-mail.
- In addition to the positive support already received from Calibre shareholders, Equinox Gold has entered into an additional voting and support agreement with a large long-term Calibre shareholder who holds 19,069,809 Calibre common shares representing approximately 2.23 per cent of the outstanding Calibre common shares as of March 18, 2025, providing further support for the transaction.
- For assistance in voting, please contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside of North America), or by e-mail at assistance@laurelhill.com.
The Calibre information circular, outlining the background to and anticipated benefits of the transaction, as well as a copy of the amending agreement, can be downloaded at the Calibre website and from Calibre's profile on SEDAR+.
Letters of transmittal already sent to or received by the depositary (as defined in the Calibre information circular) remain valid, and, if the transaction is completed, all Calibre shareholders will be entitled to receive the consideration under the amended arrangement agreement upon due completion and submission of such letters of transmittal, as more fully described in the Calibre information circular.
Details of the meetings
Equinox Gold shareholders can attend the Equinox Gold meeting in person or are invited to join an on-line webcast. The webcast is being provided for viewing purposes only. There will be no ability to vote through the webcast.
Attend in person
Metropolitan Hotel, Vancouver room, second floor, 645 Howe St., Vancouver, B.C.
Attend on-line
At the Equinox website.
Calibre securityholders can attend the Calibre meeting in person or are invited to join an on-line webcast. The webcast is being provided for viewing purposes only. There will be no ability to vote through the webcast.
Attend in person
The offices of Cassels Brock & Blackwell LLP, Suite 2200, RBC Place, 885 West Georgia St., Vancouver, B.C.
Attend on-line
At the Meet Now website.
About Equinox Gold Corp.
Equinox Gold is a growth-focused Canadian mining company operating entirely in the Americas. The company has operating gold mines in Canada, the United States and Brazil and a clear path to achieve more than one million ounces of annual gold production from a pipeline of development and expansion projects.
About Calibre Mining Corp.
Calibre is a Canadian-listed, Americas-focused, growing mid-tier gold producer with a strong pipeline of development and exploration opportunities across Newfoundland and Labrador in Canada, Nevada and Washington in the United States, 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.
We seek Safe Harbor.
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