Equinox Gold Announces Spin-out of Copper Assets to Create Solaris Copper
TSX-V: EQX
OTC: EQXGF
Suite 730 – 800 West Pender St., Vancouver, BC Canada V6C 2V6
[email protected] +1 604.558.0560 www.equinoxgold.com
NEWS RELEASE
Equinox Gold Announces Spin-out of Copper Assets to Create Solaris Copper
June 21, 2018 – Vancouver, BC – Equinox Gold Corp . (TSX-V: EQX, OTC: EQXGF) ( “Equinox Gold” or the
“Company”) today announces plans to transfer all of its copper assets into a newly incorporated company
named Solaris Copper Inc. (“Solaris Copper ”). Equinox Gold will continue to focus on advancing the
Aurizona Gold Mine and the Castle Mountain Go ld Mine to production while Solaris Copper explores and
develops the copper projects to unlock the value of the copper portfolio.
Sixty percent of Solaris Copper shares will be distributed to Equinox Gold shareholders with the remainder
to be held by Equinox Gold. Solaris Copper will not initially be listed on a public stock exchange but will
operate as a reporting issuer. In addition to advancing its copper assets, Solaris Copper will evaluate all
strategic opportunities available to th e company to enhance value including mergers, acquisitions and a
potential stock exchange listing. Additional information about Solaris Copper is available at
www.solariscopper.com.
“Solaris Copper will control a portfolio of very promising exploration-stage projects located in world -class
copper districts,” said Ross Beaty, Chairman of Equinox Gold. “ Creating a standalone copper -focused
company should give t hese projects the visibility and attention they deserve. With large copper deposits
already identified, exceptional exploration upside and optionality from multiple properties, Solaris Copper
represents an exciting growth-focused copper story.”
“Creating Solaris Copper to hold and advance Equinox Gold’s copper assets achieves another milestone i n
the business strategy we communicated to shareholders when we created Equinox Gold last year,” said
Christian Milau, CEO and a Director of Equinox Gold. “ We are creating value for Equinox Gold shareholders
on two fronts now, with Solaris Copper providing exposure to rising copper prices while Equinox Gold offers
substantial leverage to gold as we advance Aurizona and Castle Mountain to production.”
Solaris Copper Assets
Solaris Copper will hold a 100% interest in the resource-bearing Warintza copper-molybdenum project in
Ecuador, a 60% interest in the La Verde preliminary economic assessment stage copper-silver-gold project
in Mexico, a 100% interest in the Ricardo early -stage copper property in Chile , has negotiated earn-in
agreements for two early -stage copper prospects in Peru , and is continuing to evaluate additional
properties that fit the portfolio. Collectively, the projects host 3.7 billion pounds of copper in the measured
and indicated category with an additional 4.6 billion po unds of copper in the inferred category, with
significant exploration potential at all of the projects.1
Warintza is a porphyry copper -molybdenum project located in southeastern Ecuador in a corridor of
mineralization that is known to host numerous exploration- and development-stage projects with copper,
copper-gold, copper-molybdenum and high-grade gold mineralization. Warintza covers four known copper-
molybdenum target areas that exhibit classic porphyry mineralization, with low -grade copper and
molybdenite mineralization distributed widely across the property , yet only a small portion of the property
has been tested to date . The current mineral resource estimate outlines 195.0 million tonnes of inferred
resources grading 0.42% copper and 0.03% moly bdenum, for 1.808 billion pounds of copper and
132.3 million pounds of molybdenum, and a copper-equivalent grade of 0.61%.1
1 See “Mineral Resource Estimates” at the end of this news release.
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Solaris Copper will indirectly hold a 60% interest in the La Verde project, with the remaining 40% held by
Teck Resources Limited. The project is located in the State of Michoacán, Mexico, 320 km west of Mexico
City, is accessible year-round by paved roads and is strategically located next to key infrastructure with easy
access to water, power and rail . The current mineral resource estimate outlines measured mineral
resources of 57.5 million tonnes grading 0.45% copper and indicated mineral resources of 350.4 million
tonnes grading 0.40% copper for total contained metal in the me asured and indicated category of 3.7
billion pounds of copper, with additional inferred mineral resources of 337.8 million tonnes grading 0.37%
copper.1 A preliminary economic assessment (“PEA”) completed for the project in 2012 outlined the
potential to produce more than 200 million pounds of copper per year in concentrates over a 20-year mine
life.2 Equinox Gold has engaged the authors of the PEA to prepare an updated report that will be filed on
SEDAR in conjunction with the mailing of the Circular.
Ricardo is an early -stage copper exploration project located in Northern Chile in one of the world’s most
prolific copper mining districts. The project is strategically located along the West Fissure Fault, a structure
that hosts numerous world -class porphyry copper deposits including Escondida and Chuquicamata . Solaris
Copper hopes to explore this promising property with a senior partner, allowin g Solaris Copper
shareholders to participate in exploration upside at the property while minimizing exploration costs.
Terms of the Arrangement
Equinox Gold has executed an arrangement agreement whereby the business of Equinox Gold will be
reorganized into two companies by way of a plan of arrangement (the “Arrangement”) under the Business
Corporations Act (British Columbia). Equinox Gold has received an interim order from the Supreme Court of
British Columbia authorizing the Company to call a shareholder meeting to approve the Arrangement.
Equinox Gold shareholders will vote on the Arrangement at the annual and special meeting of shareholders
(“Meeting”) to be held on July 26, 2018 at 1:00 p.m. at 595 Burrard Street, Suite 2600, Vancouver, BC. To be
effective, the Arrangement must be approved by a special resolution passed by at least 66⅔% of the votes
cast by Equinox Gold shareholders present in person or represented by proxy at the Meeting, which
shareholders are entitled to one vote for each Equinox Gold share held.
The Arrangement involves, among other things, the distribution of common shares of Solaris Copper (the
“Solaris Copper Shares”) to Equinox Gold shareholders such that each shareholder will hold: (i) one new
common share of Equinox Gold for each common share of Equinox Gold held on the effective date of the
Arrangement; and (ii) one-tenth of a Solaris Copper Share for each common share of Equinox Gold held on
the effective date of the Arrangement. Immediately following completion of the Arran gement, which is
expected to occur in early August, Equinox Gold’s shareholders, other than any dissenting shareholders,
would be issued shares in Solaris Copper so that collectively they would own 60%, with the remaining 40%
interest held by Equinox Gold. Equinox Gold warrants, options and restricted share units will also be
adjusted pursuant to the Arrangement as described in more detail in the information circular (“Circular”)
that will be mailed to shareholders in the last week of June.
After careful consideration, the Board of Directors has unanimously determined that the Arrangement is
fair to shareholders and is in the best interests of the Company. A description of the various factors
considered by the Board of Directors in arriving at this determination will be provided in the Circular.
After closing of the Arrangement, new Equinox Gold shares and certain of Equinox Gold’s warrants will
continue trading on the TSX Venture Exchange in Canada under the symbols EQX and EQX.WT, respectively,
and on the OTC Market in the United States under the symbols EQXGF and EQXWF, respectively. Solaris
Copper Shares will not be listed on any stock exchange after closing of the Arrangement , but the company
2 See “La Verde Preliminary Economic Assessment” at the end of this news release.
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will be a reporting issuer and will comply wi th its continuous disclosure obligations including press releases
and financial reporting.
Solaris Copper ’s day -to-day activities will be managed by Greg Smith as CEO, Kylie Dickson as CFO and
Pamela Kinsman as Corporate Secretary , each of whom will also continue with their Equinox Gold
responsibilities.
On Behalf of the Board of Equinox Gold Corp.
“Christian Milau”
CEO & Director
Equinox Gold Contacts
Christian Milau, CEO
Rhylin Bailie, Vice President Investor Relations
Tel: +1 604-558-0560
Email: [email protected]
Mineral Resource Estimates
Measured Indicated Total Measured & Indicated
Tonnes
(M)
Cu
(%)
Ag
(g/t)
Au
(g/t)
Contained
Cu (M lbs)
Tonnes
(M)
Cu
(%)
Ag
(g/t)
Au
(g/t)
Contained
Cu (M lbs)
Tonnes
(M)
Cu
(%)
Ag
(g/t)
Au
(g/t)
Contained
Cu (M lbs)
La Verde 57.527 0.45 2.94 0.05 570.7 350.4 0.40 2.33 0.03 3,098.1 408.0 0.41 2.42 0.03 3,668.8
Inferred
Tonnes
(M)
Cu
(%)
Ag
(g/t)
Au
(g/t)
Mb
(%)
Contained Cu
(M lbs)
Contained Mb
(M lbs)
Copper Equivalent
(M lbs)
La Verde 337.8 0.37 1.94 0.02 2,748.3
Warintza 195.0 0.42 0.03 1,807.0 132.0 2,072.0
Total 532.8 0.39 1.94 0.02 0.03 4,555.3 132.0 4,874.3
The La Verde Mineral Resource was reported in the “La Verde Copper Project, Michoacán State, Mexico, Technical Report” prepared by AMC Mining
Consultants (Canada) Ltd. for Catalyst Copper Corp. with an effective date of September 30, 2012. The report is available for download on SEDAR at
www.sedar.com. The resource is reported using a base -case cut-off grade of 0.2% copper. The cut -off grade of 0.2% copper is based on experience
for similar open -pit projects and a mining conceptual study whi ch used a metal price of $2.50/lb copper and copper metal recovery of 92%. This
Resource estimate is not constrained by a pit shell.
The Warintza Mineral Resource estimate was reported in the “Technical Report, Warintza Project, Ecuador” completed by Peter Ronning, P.Eng. and
Steven Ristorcelli, C.P.G. with an effective date of December 21, 2012 and a completion date of March 27, 2013. The report is available for
download on SEDAR at www.sedar.com. The Mineral Resource calculation was completed under the supervision of Peter Ronning, P.Eng. and
Steven Ristorcelli, C.P.G., who are Qualified Persons as defined under NI 43-101. The reported resource is at a cut-off of 0.3 CuEq. Copper equivalent
calculations were made for reporting purposes. The copper equiva lent grade for copper plus molybdenum was calculated as CuEq(%) = Cu(%) =
(6*Mo(ppm)/10000). Copper-equivalent calculations reflect gross metal content and have not been adjusted for metallurgical recoveries or relative
processing and smelting costs. The copper equivalent grades were used only for establishing cut-off grades for reporting. Equinox Gold has engaged
the authors of the Warintza technical report to prepare an updated report that will be filed on SEDAR in conjunction with themailing of the Circular.
La Verde Preliminary Economic Assessment
The La Verde Preliminary Economic Assessment was completed by AMC Mining Consultants (Canada) Ltd.
for Catalyst Copper Corp. in accordance with the requirements of National Instrument 43-101 “Standards of
Disclosure for Mineral Projects” of the Canadian Securities Administrators. The report has an effective date
of September 30, 2012, is titled “La Verde Copper Project, Michoac án State, Mexico, Technical Report” and
is available for download on SEDAR at www.sedar.com. The PEA is preliminary in nature and includes
inferred mineral resources that are considered too speculative geologically to have the economic
considerations applied that would enable them to be categorized as mineral reserves. Mineral resources
that are n ot mineral reserves do not have demonstrated economic viability. There is no certainty that the
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PEA will be realized. Equinox Gold has engaged the authors of the PEA to prepare an updated report that
will be filed on SEDAR in conjunction with the mailing of the Circular.
Cautionary Notes
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Qualified Person and Disclosure Statement
David Laing , B.Sc., MIMMM, Equinox Gold’s Chief Operating Officer and a Qualified Person under National Instrument 43 -
101, has reviewed and verified that the technical information contained in this news release is accurate and approves the
written disclosure of the same.
Cautionary Note to United States Investors Concerning Resource Estimates
This document uses the terms “measured”, “indicated” and “inferred” resources. United States investors are advised that
while such t erms are recognized and required by Canadian regulations, the United States Securities and Exchange
Commission does not recognize them. “Inferred mineral resources” have a great amount of uncertainty as to their existence,
and as to their economic and lega l feasibility. It cannot be assumed that all or any part of an inferred mineral resource will
ever be upgraded to a higher category or that mineral resources will ever be upgraded to mineral reserves. Under Canadian
rules, estimates of inferred mineral res ources may not form the basis of feasibility or other economic studies. United States
investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted
into mineral reserves. United States investor s are also cautioned not to assume that all or any part of an inferred mineral
resource exists or is economically or legally mineable.
Forward-looking Statements
This document contains forward -looking statements within the meaning of applicable securitie s legislation. The use of the
words “will”, “proposes”, “potential”, “advanced”, “to be”, “continue”, “should”, “creating”, “offers”, “earn -in”, “continuing”,
“being”, “updated”, “expects”, “must be”, “would be”, and similar expressions are intended to identify forward -looking
statements. Forward-looking statements include, but are not limited to, statements concerning the completion and proposed
terms of, and matters relating to, the Arrangement and the expected t iming related thereto ; the satisfaction of the
conditions required to complete the Arrangement; the anticipated effects and expected benefits of the Arrangement; Solaris
Copper’s future objectives and strategies to achieve those objectives, including the f uture prospects of Solaris Copper as an
independent company; and the future potential of both Solaris Copper and Equinox Gold. Forward-looking statements reflect
management’s current beliefs, expectations and assumptions and are based on information curren tly available to
management, management’s historical experience, perception of trends and current business conditions, expected future
developments and other factors which management considers appropriate. Equinox Gold has made certain assumptions with
respect to, among other things, the anticipated approval of the Arrangement by shareholders and the Supreme Court of
British Columbia; the anticipated receipt of any required regulatory approvals and consents ; the expectation that each of
Equinox Gold and Sol aris Copper will comply with the terms and conditions of the Arrangement ; the expectation that no
event, change or other circumstance will occur that could give rise to the termination of the Agreement ; that Solaris Copper
will meet its future objectives a nd priorities ; that Solaris Copper will have access to adequate capital to fund its future
projects and plans ; that Solaris Copper’s future projects and plans will proceed as anticipated ; as well as assumptions
concerning general economic and industry grow th rates, commodity prices, currency exchange and interest rates, and
competitive intensity. Readers are cautioned not to place undue reliance on forward -looking statements, as there can be no
assurance that the future circumstances, outcomes or results an ticipated or implied by such forward -looking statements will
occur or that plans, intentions or expectations upon which the forward -looking statements are based will occur. By their
nature, forward-looking statements involve known and unknown risks and unc ertainties and other factors that could cause
actual results to differ materially from those contemplated by such statements. Factors that could cause such differences
include, but are not limited to: conditions precedent or approvals required for the Arra ngement not being obtained; the
potential benefits of the Arrangement not being realized; the potential for the trading price of New Equinox Shares (if any)
after the Arrangement being less than the trading price of Equinox Shares immediately prior to the Arrangement; there being
no current plan to list Solaris Copper Shares on any stock exchange; there being no established market for the Solaris Copper
Shares; the potential inability or unwillingness of current Shareholders to hold New Equinox Shares and/o r Solaris Copper
Shares following the Arrangement; Equinox Gold’s ability to delay or amend the implementation of all or part of the
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Arrangement or to proceed with the Arrangement even if certain consents and approvals are not obtained on a timely basis;
future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement; th e
reduced diversity of Equinox Gold and Solaris Copper as separate companies; the costs related to the Arrangement that must
be pai d even if the Arrangement is not completed; general business and economic uncertainties and adverse market
conditions; risks related to Solaris Copper’s status as an independent reporting issuer following the Arrangement; and risks
related to the achieveme nt of Solaris Copper’s business objectives. For a further description of these and other factors that
could cause actual results to differ materially from the forward -looking statements included in this news release, see the risks
outlined in the Circular that will be mailed to shareholders as well as the risk factors included in Equinox Gold’s
management’s discussion and analysis for the year ended December 31, 2017 and as described from time to time in the
reports and disclosure documents filed by Equinox Gold with the Canadian securities regulatory agencies and commissions.
This list is not exhaustive of the factors that may impact Solaris Copper ’s future activities and prospects . These and other
factors should be considered carefully and readers should not place undue reliance on these forward-looking statements. As a
result of the foregoing and other factors, there can be no assurance that actual results will be consistent with these forwar d-
looking statements.