Equinox Gold Closes $130 Million Strategic Investment by Mubadala Investment Company and a New $130 Million Corporate Revolving Credit Facility
TSX-V: EQX
OTC: EQXFF
Suite 730 – 800 West Pender St., Vancouver, BC Canada V6C 2V6
[email protected] +1 604.558.0560 www.equinoxgold.com
NEWS RELEASE
Equinox Gold Closes $130 Million Strategic Investment by Mubadala Investment Company and a
New $130 Million Corporate Revolving Credit Facility
All amounts are in United States dollars unless otherwise indicated
April 11, 2019 – Vancouver, BC – Equinox Gold Corp . (TSX-V: EQX, OTC: EQX FF) ( “Equinox Gold ” or the
“Company”) is pleased to announce it has:
• Closed the strategic investment by Mubadala Investment Company (“Mubadala”) whereby Mubadala
has purchased $130 million in convertible notes from Equinox Gold;
• Converted the $100 million Mesquite acquisition facility in to a new $130 million corporate revolving
credit facility; and
• Re-paid in full the $85 million Aurizona construction facility and the $20 million Mesquite acq uisition
facility provided by Sprott Private Resource Lending (Collector), L.P. (“Sprott”).
“These transactions simplify our balance sheet, reduce interest costs, defer principal payments and increase
capital available to the Company as we move into production at our Aurizona Mine and prepare for Phase 1
construction at our Castle Mountain Project,” commented Christian Milau, CEO of Equinox Gold. “We
welcome Mubadala as a cornerstone and long-term financial partner to Equinox Gold and thank the Bank of
Nova Scotia and its syndicate partners for their continued support as we grow the Company.”
Mubadala Investment
The Company has closed its previously announced sale of $130 million of convertible notes (the “Notes”) to
Mubadala. The Notes have a 5-year term, bear interest at a fixed rate of 5% per year and are convertible at
the holder’s option into common shares of the Company at a conversion price of $1.05 (C$1.38) per share.
Of the total gross proceeds of $130 million, $120 million was immediately available at closing and used to re-
pay in full the $85 million Aurizona construction facility and the $20 million Mesquite acquisition facility
provided by Sprott, terminate the associated Aurizona production-linked payment obligation to Sprott and
for certain other transaction fees and expenses. Remaining proceeds from the Notes will be restricted until
the submission for registration of certain security documents , the completion of certain additional post -
closing documentation and the satisfaction of customary conditions.
Equinox Gold and Mubadala have also entered into an agreement providing Mubadala, among certain other
rights, standard non-dilution rights and the right to a nominee on the Company’s board of directors. Equinox
Gold expects to appoint a Mubadala nominee to the Company’s board of directors subsequent to the
Company’s annual general meeting on May 1, 2019.
Pacific Road Resources Funds (“Pacific Road”) holds a pre -existing non -dilution right pursuant to an
investment agreement dated May 7, 2015. Pacific Road has indicated it intends to exercise its non-dilution
right, subject to agreement with respect to terms of the issuance. If exercised, the Company will issue up to
approximately $9.7 million in additional convertible notes to Pacific Road on the same basis as the Notes.
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Revolving Credit Facility
The Company has converted its $100 million Mesquite acquisition facility into a senior secured $130 million
corporate revolving credit facility (the “Revolving Credit Facility”) with the existing syndicate of lenders led
by the Bank of Nova Scotia. The Revolving Credit Facility matures on October 30, 2022, at which date it must
be repaid in full, and incurs interest at an annual rate of LIBOR plus 2.5% to 4%, subject to certain leverage
ratios.
Under the terms of the Revolving Credit Facility , $ 100 million was immediately available at closing . An
additional $30 million will be made available on registration of certain security documents, the achievement
of commercial production at the Company’s Aurizona Mine in Brazil and the satisfaction of customary
conditions.
Equinox Gold has also arranged a one-year, unsecured $20 million revolving credit facility with the Company’s
Chairman, Ross Beat y, that the Company may draw to provide short -term bridge financing for general
corporate and working capital purposes, including initial Castle Mountain Phase 1 development activities,
until the full $130 million Revolving Credit Facility is available and the remaining proceeds from the Notes are
unrestricted.
About Equinox Gold
Equinox Gold is a Canadian mining company with a multi-million-ounce gold reserve base, gold production
from its Mesquite Gold Mine in California, and near-term production from two past-producing mines in Brazil
and California. Commissioning is underway at the Company’s Aurizona Gold Mine in Brazil and the Company
is advancing its Castle Mountain Gold Mine in California with the objective of ramping-up Phase 1 operations
in early 2020. Further information about Equinox Gold’s portfolio of assets and long-term growth strategy is
available at www.equinoxgold.com or by email at [email protected].
Equinox Gold Contacts
Christian Milau, CEO
Rhylin Bailie, Vice President Investor Relations
Tel: +1 604-558-0560
Email: [email protected]
Cautionary Notes and Forward-Looking Statements
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.
This news release contains certain forward- looking information and forward- looking statements within the meaning of applicable
securities legislation and may include future -oriented financial information. All statements, other than statements of historical fact,
are forward-looking statements. Forward-looking statements or information in this news release relate to, among other things: the
ability of the Company to successfully complete construction and commissioning activities and the planned restart of producti on at
Aurizona; the ability of the Company to successfully operate Mesquite , development and timing of anticipated production at Castle
Mountain; the growth potential of the Company; the intended use of proceeds from the Notes and the Revolving Credit Facil ity; the
potential investment from Pacific Road; the future availability of the restricted funds from the Notes; and the appointment o f the
Mubadala nominee to the Company’s Board of Directors. Forward-looking statements or information generally identified by the use
of the words “will”, “should”, “move toward”, “prepare”, “subject to”, “look forward”, “advancing”, “objective”, “strategy” and similar
expressions and phrases or statements that certain actions, events or results “may”, “should”, or “be achiev ed”, or the negative
connotation of such terms, are intended to identify forward-looking statements and information. Although the Company believes that
the expectations reflected in such forward -looking statements and information are reasonable, undue reli ance should not be placed
on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. The Company
has based these forward- looking statements and information on the Company’s current expectations and projections about future
events and these assumptions include: tonnage of ore to be mined and processed; ore grades and recoveries; prices for gold remaining
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as estimated; the construction and planned production at Aurizona and Castle Mountain being completed and performed in
accordance with current expectations; currency exchange rates remaining as estimated; availability of funds for the Company’s
projects and future cash requirements; capital, decommissioning and reclamation estimates; the Company’s mi neral reserve and
resource estimates and the assumptions on which they are based; prices for energy inputs, labour, materials, supplies and ser vices;
no labour -related disruptions and no unplanned delays or interruptions in scheduled development and produc tion; all necessary
permits, licenses and regulatory approvals are received in a timely manner; and the Company’s ability to comply with environmental,
health and safety laws. While the Company considers these assumptions to be reasonable based on informat ion currently available,
they may prove to be incorrect. Readers are cautioned not to put undue reliance on the forward- looking statements or information
contained in this news release.
The Company cautions that forward- looking statements and information involve known and unknown risks, uncertainties and other
factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking
statements or information contained in this news release and the Company has made assumptions and estimates based on or related
to many of these factors. Such factors include, without limitation: fluctuations in gold prices; fluctuations in prices for energy inputs,
labour, materials, supplies and services; fluctuations in currency markets; operational risks and hazards inherent with the business of
mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, usual or unexpected geologi cal
or structural formations, cave-ins, flooding and severe weather); inadequate insurance, or inability to obtain insurance to cover these
risks and hazards; employee relations; relationships with, and claims by, local communities and indigenous populations; the
Company’s ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner; changes in laws, regulations
and government practices, including environmental, export and import laws and regulations; legal restrictions relating to mining; risks
relating to expropriation; increased competition in the mining industry; and those factors identified in the Company’s management
information circular dated June 20, 2018 and in its MD&A dated December 31, 2018, which are available on SEDAR at www.sedar.com.
Forward-looking statemen ts and information are designed to help readers understand management's views as of that time with
respect to future events and speak only as of the date they are made. Except as required by applicable law, the Company assumes no
obligation and does not intend to update or to publicly announce the results of any change to any forward- looking statement or
information contained or incorporated by reference to reflect actual results, future events or developments, changes in assum ptions
or changes in other fac tors affecting the forward -looking statements and information. If the Company updates any one or more
forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or
other forward -looking stat ements. All forward -looking statements and information contained in this news release are expressly
qualified in their entirety by this cautionary statement.