VANCOUVER, BC, Nov. 21,
2022 /PRNewswire/ - 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
info@equinoxgold.com or by phone at +1 604-558-0560, or by
contacting BMO in Canada by email
at torbramwarehouse@datagroup.ca or by phone at +1 905-791-3151
ext. 4312, or in the United States
by email at bmoprospectus@bmo.com or by phone at 1-800-414-3627, or
NBF by email at gavin.brancato@nbc.ca 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.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor will there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful before registration
or qualification under the securities laws of any such state or
jurisdiction.
Equinox Gold Contacts
Greg Smith, President and Chief
Executive Officer
Rhylin Bailie, Vice President,
Investor Relations
Tel: +1 604-558-0560
Email: ir@equinoxgold.com
Cautionary Notes and Forward-Looking
Statements
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. Forward-looking statements and
forward-looking information in this news release relate to, among
other things: the aggregate value of common shares which may be
issued pursuant to the ATM, the Company's expected use of the net
proceeds of the ATM, if any, the potential future offerings of
Securities under the Base Shelf Prospectus or corresponding
Registration Statement and any Prospectus Supplement; the strategic
vision for the Company and expectations regarding exploration
potential, production capabilities and future financial or
operational performance; the Company's production and cost
expectations; and the potential for any future successful mergers
or acquisitions. Forward-looking statements or information
generally identified by the use of the words "will", "continue",
and similar expressions and phrases or statements that certain
actions, events or results "could", "would" or "should", 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 reliance 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: prices for gold
remaining as estimated; currency exchange rates remaining as
estimated; availability of funds for the Company's projects and
future cash requirements; Equinox Gold's ability to achieve the
exploration, production, cost and development expectations for its
operations and projects; prices for energy inputs, labour,
materials, supplies and services; the availability of appropriate
targets for potential mergers or acquisitions; no labour-related
disruptions and no unplanned delays or interruptions in scheduled
construction, development and production, including by blockade or
industrial action; construction of Greenstone being completed and
performed in accordance with current expectations; expansion
projects at Los Filos, Castle Mountain and Aurizona being completed
and performed in accordance with current expectations; all
necessary permits, licenses and regulatory approvals are received
in a timely manner; the Company's ability to comply with
environmental, health and safety laws and other regulatory
requirements; and Mineral Reserve and Mineral Resource estimates
and the assumptions on which they are based. While the Company
considers these assumptions to be reasonable based on information
currently available, they may prove to be incorrect. Accordingly,
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 and 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,
unusual or unexpected geological 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 effect of blockades and
community issues on the Company's production and cost estimates;
the Company's ability to maintain existing or obtain all necessary
permits, licenses and regulatory approvals in a timely manner or at
all; 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; a
successful relationship between the Company and Orion Mine Finance
Group; the failure by Pilar Gold,
Bear Creek or Inca One to meet their respective payment commitments
to the Company; and those factors identified in the section titled
"Risks and Uncertainties" in the Company's MD&A dated
March 23, 2022 for the year ended
December 31, 2021, in the Company's
MD&A dated November 2, 2022 for
the three and nine months ended September
30, 2022, and in the section titled "Risks Related to the
Business" in the Company's Annual Information Form dated
March 24, 2022, all of which are
available on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov/edgar. Forward-looking statements 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 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 assumptions or changes in
other factors 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
statements. All forward-looking statements and information
contained in this news release are expressly qualified in their
entirety by this cautionary statement.
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SOURCE Equinox Gold Corp.
