TORONTO – MINING – Equinox Gold Corp. (TSX: EQX) (NYSE American: EQX) (“Equinox Gold” or the “Company”) announces that it has entered into an equity distribution agreement dated November 21, 2022 (the “Equity Distribution Agreement”) providing for an at-the-market equity offering program (“ATM”) with BMO Capital Markets (“BMO”) and National Bank Financial (“NBF”), and their respective affiliates (collectively, the “Agents”).
The ATM will allow Equinox Gold, through the Agents, to offer and sell from time to time in Canada and the United States through the facilities of the Toronto Stock Exchange (“TSX”) and the NYSE American (“NYSE-A”) such number of common shares as would have an aggregate offering price of up to US$100 million. Sales of the common shares, if any, will be made in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions and an “at-the-market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended, including sales made by the Agents directly on the TSX, the NYSE-A or any other trading market for common shares in Canada or the United States or as otherwise agreed between the Agents and the Company. The common shares that may be issued by the Company under the ATM have been conditionally approved for listing on the TSX and have been approved for listing on the NYSE-A.
The ATM will be effective until December 21, 2024 unless terminated before such date by Equinox Gold or otherwise in accordance with the Equity Distribution Agreement. The timing and extent of the use of the ATM will be at the discretion of the Company. Accordingly, total gross proceeds from equity offerings under the ATM, if any, could be significantly less than US$100 million.
The Company intends to use any proceeds from the ATM to continue expanding production from its current asset base through exploration and development, for prospective mergers and acquisitions, and for general corporate and administrative expenses and general working capital purposes. Actual allocation of the proceeds may vary depending on the amount raised, the time periods during which the proceeds are raised and future developments in relation to the Company’s projects and unforeseen events.
Pursuant to an investor rights agreement (“Investor Rights Agreement”) dated April 11, 2019 between the Company and an affiliate of Mubadala Investment Company (“Mubadala”), Mubadala holds certain non-dilution rights that allow it to maintain its pro rata interest in the Company. Effective November 20, 2022, the Investor Rights Agreement has been amended to provide Mubadala with a biannual top-up right in connection with common shares issued by Company pursuant to any at-the-market distribution.
Equinox Gold has filed a registration statement including a base shelf prospectus (the “Base Shelf Prospectus”), and a shelf prospectus supplement (the “Prospectus Supplement”) for the ATM, with the U.S. Securities and Exchange Commission (the “SEC”). The Company has also filed the Base Shelf Prospectus and Prospectus Supplement related to the ATM with the securities commissions in each of the provinces and territories of Canada. Potential investors should read the Base Shelf Prospectus in that registration statement, the Prospectus Supplement, and other documents the Company has filed for more complete information about Equinox Gold and the ATM. Copies of the Base Shelf Prospectus and Prospectus Supplement can be downloaded for free on Equinox Gold’s profile on EDGAR at www.sec.gov/edgar and on SEDAR at www.sedar.com. Potential investors can also request printed or electronic copies of the documents by contacting the Company’s Corporate Secretary by mail at Suite 1501 – 700 West Pender Street, Vancouver, BC, Canada, V6C 1G8, by email at firstname.lastname@example.org or by phone at +1 604-558-0560, or by contacting BMO in Canada by email at email@example.com or by phone at +1 905-791-3151 ext. 4312, or in the United States by email at firstname.lastname@example.org or by phone at 1-800-414-3627, or NBF by email at email@example.com or by phone at +1 416-869-7568.
The Base Shelf Prospectus allows the Company to make offerings of up to US$500 million of common shares, debt securities, subscription receipts, share purchase contracts, units, warrants (collectively the “Securities”), or any combination thereof, from time to time over a 25-month period in both the United States and Canada. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include ATMs, public offerings, or strategic investments. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more shelf prospectus supplement(s) to be filed with applicable securities regulators.