Equinox Gold Closes US$75 Million Equity Financing for Acquisition of Mesquite Gold Mine
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
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Equinox Gold Closes US$75 Million Equity Financing for Acquisition of Mesquite Gold Mine
All amounts are in United States dollars unless otherwise indicated
October 12, 2018 – Vancouver, BC – Equinox Gold Corp. (TSX -V: EQX, OTC: EQXFF) (“Equinox Gold” or the
“Company”) is pleased to announce that, further to the news release dated September 19, 2018 announcing
the Company’s intention to acquire the Mesquite Gold Mine in California (the “Acquisition”), Equinox Gold
has closed the brokered and non -brokered private placements (collectively, the “Private Placements”) of
subscription receipts (the “Subscription Receipts”) at a price of C$0.95 per Subscription Receipt for aggregate
gross proceeds of approximately $75 million (C$97.5 million).
Each Subscription Receipt entitles the holder to receive one common share (a “Common Share”) of Equinox
Gold upon satisfaction of certain conditions (the “ Release Conditions”). The Common Shares issued upon
conversion of the Subscription Receipts are subject to a four-month hold period expiring February 12, 2019.
Ross Beaty, Equinox Gold’s Chairman and largest shareholder, invested $10 million in the Private Placements
to purchase an additional 13,684,211 common shares upon conversion of the Subscription Receipts.
The brokered Private Placement consisted of 34,2 15,000 Subscription Receipts issued pursuant to an
underwriting agreement entered into with Scotia Capital Inc. and BMO Nesbitt Burns Inc. as co -lead
underwriters, together with a syndicate including TD Securities Inc., CIBC World Markets Inc., Haywood
Securities Inc., Raymond James Ltd., National Bank Financial Inc., Macquarie Capital Markets Canada Ltd. and
Cormark Securities Inc. (collectively, the “Underwriters”). The non-brokered Private Placement consisted of
68,416,603 Subscription Receipts issued pursuant to subscription agreements with investors. In connection
with the brokered Private Placement, the Company has agreed to pay the Underwriters , subject to certain
adjustments, a cash fee of 5% of the gross proceeds of the brokered Private Placement on satisfaction of the
Release Conditions. In connection with the non-brokered Private Placement, upon satisfaction of the Release
Conditions, the Company has agreed to pay fees totalling approximately $566,000 to certain arm’s length
finders.
Net proceeds from the Private Placements will be held in escrow and released immediately prior to closing
of the Acquisition upon satisfaction of the Release Conditions and will be used to fund the cash consideration
payable in respect of the Acquisition and for ge neral corporate purposes . In the event that the Release
Conditions are not satisfied on or by January 31, 2019, the escrow agent shall return to the holders of the
Subscription Receipts an amount equal to the aggregate purchase price paid for the Subscript ion Receipts
held by each such holder and their pro -rata portion of interest on the escrowed funds and the Subscription
Receipts will be cancelled and have no further force or effect.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or
applicable state securities laws, are “restricted securities” as defined in U.S. federal securities laws and may
not be offered or sold to persons in the United States absent registration or an exemption from such
registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer
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to buy nor shall there be any sale of the securities in any jurisdiction in whic h such offer, solicitation or sale
would be unlawful.
Aurizona Credit Facility
In connection with certain proposed amendments to the Company’s existing secured project credit facility
with Sprott Private Resource Lending (Collector), LP (“Sprott Lending”) for the Company’s Aurizona Gold
Mine, the Company has agreed, subject to acceptance by the TSX Venture Exchange (the “TSX -V”), to issue
to Sprott Lending 875,000 common share purchase warrants (“Warrants”) upon the closing of such
amendments. Each Warrant will entitle the holder to purchase one common share for a period of 4.25 years
from the date of issu ance at an exercise price equal to the greater of C$1.14 and the minimum price
acceptable to the TSX -V. In the event that the exercise price of the Warrants is greater than C$1.14, the
Company will be required to make a cash payment to Sprott Lending based on the difference in value of the
actual exercise price of the Warrants and a C$1.14 exercise price.
On behalf of the Board of Equinox Gold Corp.
“Christian Milau”
CEO & Director
About Equinox Gold
Equinox Gold is a Canadian mining company with a multi-million-ounce gold reserve base, near-term and
growing gold production from two past-producing mines in Brazil and California, and an acquisition underway
to purchase a producing gold mine in California. Construction is well advanced at the Company’s Aurizona
Gold Mine in Brazil with the objective of pouring gold by year- end 2018, and the Company is advancing its
Castle Mountain Gold Mine in California with the objective of commissioning Phase 1 operations by the end
of 2019. On September 19, 2018, Equinox Gold announced its intention to acquire the Mesquite Gold Mine
with the expectation of completing the acquisition before year-end 2018. Further information about Equinox
Gold’s portfolio of assets and long-term growth strategy is available at www.equinoxgold.com or by email at
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.
Forward-looking Statements
This document contains certain forward -looking information and forward -looking statements within the meaning of
applicable securities legislation (collectively “forward -looking statements”). The use of the words “will”, “shall”,
“growth”, “objective ”, “ underway”, “advancing”, “expectation”, “ intention”, “subject to”, “entitles ”, and similar
expressions are intended to identify forward- looking statements. Forward -looking statements contained in this press
release include statements regarding the planned acquisition of Mesquite, the Release Conditions required for conversion
of the Subscription Receipts, the planned restart of production at Aurizona, the planned dev elopment and anticipated
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production at Castle Mountain, and the amendments to the Aurizona Credit Facility. Although Equinox Gold believes that
the expectations reflected in such forward -looking statements are reasonable, undue reliance should not be place d on
forward-looking statements since Equinox Gold can give no assurance that such expectations will prove to be correct.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such forward- looking statements, including the risks, uncertainties
and other factors identified in Equinox Gold’s periodic filings with Canadian securities regulators, and assumptions made
with regard to the Company’s ability to satisfy the Release Conditions required for conversion of the Subscription
Receipts; the use of proceeds from the Private Placements; the Company’s ability to complete the closing conditions
related to the acquisition of Mesquite; the proposed amendments to the Aurizona Credit Facility and the required TSX -V
approval for issuance of the Warrants; the Company’s ability to complete construction at Aurizona and commence
production, the timing to achieve production at Aurizona, and the Company’s ability to achieve the results anticipated in
the Aurizona feasibility study; and the Company’s ability to develop and achieve production at Castle Mountain, timing
of the anticipated restart of production, and the ability to achieve the results anticipated in t he Castle Mountain
prefeasibility study. Furthermore, the forward-looking statements contained in this news release are made as at the date
of this news release and Equinox Gold does not undertake any obligations to publicly update or revise any of the included
forward-looking statements, whether as a result of additional information, future events or otherwise, except as may be
required by applicable securities laws.