Equinox Gold and Calibre Mining Combine to Create a Major Americas-Focused Gold Producer

Core Viewpoint - Equinox Gold Corp and Calibre Mining Corp have entered into a definitive arrangement agreement to combine their operations, creating a major Americas-focused gold producer, New Equinox Gold, which will become the second largest gold producer in Canada [1][2][10]. Company Overview - New Equinox Gold will have a diversified portfolio of operating mines across five countries, anchored by two key Canadian gold mines: Greenstone and Valentine [2][10]. - The Greenstone Mine achieved commercial production in November 2024, while the Valentine Gold Mine is nearing completion with first gold pour expected in mid-2025 [2][10]. Production and Financials - The combined company is projected to produce approximately 950,000 ounces of gold in 2025, with the potential to exceed 1.2 million ounces annually when both Greenstone and Valentine are operating at full capacity [3][10]. - The implied market capitalization of New Equinox Gold is estimated at C $7.7 billion [4]. Shareholder Benefits - Calibre shareholders will receive 0.31 Equinox common shares for each Calibre share held, resulting in approximately 65% ownership for existing Equinox shareholders and 35% for former Calibre shareholders in the combined entity [4][13]. - The merger is expected to unlock benefits for shareholders that would not be available if the companies remained standalone, including enhanced scale and operational expertise [8][11]. Leadership and Governance - The management team will include executives from both companies, with Greg Smith remaining as CEO and Darren Hall joining as President and COO of New Equinox Gold [8][9]. - The Board of Directors will consist of ten members, including Ross Beaty as Chair and representatives from both Equinox and Calibre [9][10]. Strategic Rationale - The merger aims to create a leading gold producer with improved scale, resilience, and the ability to generate significant long-term value for shareholders [7][10]. - The combination of two long-life, low-cost mines is expected to provide a solid foundation for future growth and operational excellence [12][10]. Regulatory and Approval Process - The transaction requires approval from Calibre shareholders and regulatory bodies, with a special meeting expected before May 31, 2025 [14][15]. - The transaction is also subject to customary deal protections and termination fees [17]. Financing and Capital Structure - Concurrently with the arrangement, Calibre will issue approximately US$ 75 million in convertible notes to fund transaction-related expenses and general corporate purposes [21][22]. - The convertible notes will have a 5.5% annual interest rate and a five-year maturity, convertible into Calibre common shares at a premium [21].