공지 • Jun 17
Equinox Gold Corp. (TSX:EQX) completed the acquisition of Calibre Mining Corp. (TSX:CXB).
Equinox Gold Corp. (TSX:EQX) entered into an agreement to acquire Calibre Mining Corp. (TSX:CXB) for $1.8 billion on February 23, 2025. Under the terms of the agreement, Calibre shareholders will receive 0.31 Equinox common shares for each Calibre common share held immediately prior to the effective time of the transaction. Upon completion of the transaction, existing Equinox shareholders and former Calibre shareholders will own approximately 65% and 35% of the outstanding common shares of the combined company. Upon closing of the Transaction, management of the combined operations will include executives from both Equinox and Calibre, with Equinox's current President and Chief Executive Officer, Greg Smith, remaining as Chief Executive Officer and Calibre's current President and Chief Executive Officer, Darren Hall, joining management as President and Chief Operating Officer of New EquinoxGold. The Board of Directors of the combined company will consist of ten directors, with Ross Beaty as Chair, along with five additional directors from Equinox, including Greg Smith, and four directors from Calibre, including Doug Forster and Blayne Johnson. Additionally, termination fees in the amount of $145 million and $85 million are payable by Equinox and Calibre, respectively, in certain circumstances. The combined company ("New EquinoxGold") will continue under the name "EquinoxGold Corp."
The agreement has been unanimously approved by the board of directors of each of the companies. Both boards of directors unanimously recommend that their respective shareholders vote in favour of the transaction. The transaction is subject to regulatory approval (including both Canadian and Mexican competition authorization), approval of both companies shareholders, court approval and approval of the listing of the Equinox common shares to be issued under the Transaction on the Toronto Stock Exchange ("TSX") and NYSE American Exchange ("NYSE-A"). The transaction is expected to close in Q2 2025. As on March 18, 2025, Calibre Mining Corp.’s top shareholder opposes the Equinox merger.
As of April 23, 2025, Equinox Gold and Calibre have amended the arrangement agreement. Under the terms of the Amended Arrangement Agreement, Calibre shareholders will receive 0.35 Equinox Gold common shares for each Calibre Share held (the “New Exchange Ratio”) 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% and 39% of the outstanding common shares of the combined company, respectively, on a fully diluted basis. The New Exchange Ratio represents a 10% premium to the closing price of Calibre shares on the Toronto Stock Exchange on February 21, 2025, the last trading day before the Transaction was announced.
Calibre Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution as set forth in the Calibre Information Circular to approve the Transaction, which approval will require at least: (a) 66 2/3% of the votes cast in favour by Calibre Shareholders (b) 66 2/3% of the votes cast in favour by Calibre Securityholders, voting as a single class 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.
As of May 1, 2025, Calibre Shareholders have approved the business combination with Equinox Gold Corp. With the approval by the Securityholders, Calibre will now seek a final order from the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on May 6, 2025. In addition to approval of the Court, completion of the Arrangement is subject to applicable regulatory approvals, including both Canadian and Mexican competition authorization, the approval of the Toronto Stock Exchange and the NYSE American for the Arrangement and for the listing and posting for trading of the Equinox Gold common shares to be issued in connection with the Arrangement and the satisfaction of certain other closing conditions customary for a transaction of this nature. If all conditions are satisfied or waived, the Arrangement is expected to close by the end of Q2 2025. As of May 6, 2025 e Supreme Court of British Columbia has granted the final order in connection with the transaction. Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close by the end of Q2 2025.
BMO Nesbitt Burns Inc. has provided a fairness opinion to the board of directors of Equinox. National Bank Financial Inc. and Canaccord Genuity Corp. have each provided oral fairness opinions to the board of directors of Calibre. BMO Nesbitt Burns Inc. and GenCap Mining Advisory acted as financial advisors to Equinox. Bob Wooder of Blake, Cassels & Graydon LLP acted as Canadian legal advisor to Equinox. Trinity Advisors Corporation and David Sadowski and Matt Reimer of Canaccord Genuity Corp. acted as financial advisors to Calibre. Jay King of Cassels Brock & Blackwell LLP acted as legal advisor to Calibre. Computershare Investor Services Inc. acted as depository, transfer agent and registrar for the Equinox Gold and Calibre. Laurel Hill Advisory Group acted as information agent to Calibre. Calibre has agreed to pay Laurel Hill Advisory Group an aggregate fee of $0.14 million. Christopher Cummings of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Equinox Gold. Scotia Capital Inc. acted as financial advisor to Calibre Mining Corp.
Equinox Gold Corp. (TSX:EQX) completed the acquisition of Calibre Mining Corp. (TSX:CXB) on June 17, 2025. Equinox Gold intends to cause Calibre to (i) delist the Calibre Shares from the Toronto Stock Exchange, (ii) apply to
cease to be a reporting issuer and (iii) otherwise terminate its public company reporting requirements as soon as
possible. Peter Hardie will serve as Chief Financial Officer of the combined company.