Equinox Gold Announces Results from Annual and Special Meeting, Including Shareholder Approval of the Solaris Copper Spinout

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Algemeen advies 27/07/2018 06:24
Equinox Gold Corp. (TSX-V: EQX, OTC: EQXGF) (“Equinox Gold” or “the Company”) is pleased to announce that Equinox Gold shareholders approved all matters voted on at the annual and special meeting held earlier today, including the appointment of KPMG LLP as the Company’s auditor, reapproval of the Company’s rolling stock option plan and amendments to the Company’s restricted share unit plan. Shareholders also approved the transfer of copper assets to Solaris Copper Inc. (“Solaris Copper”), as outlined below, and the adoption of certain security-based compensation arrangements and an advance notice policy for Solaris Copper.

The nominees listed in the Company’s management information circular dated June 20, 2018, were elected as directors as set out below.

Director Votes For % Votes For
Ross Beaty – Chairman 195,718,904 99.50%
Lenard Boggio 195,928,764 99.61%
Marcel de Groot 185,429,256 94.27%
Marshall Koval 191,294,532 97.25%
Jacques McMullen 195,916,603 99.60%
Christian Milau 196,061,880 99.68%
Gregory Smith 195,323,842 99.30%

Transfer of Copper Assets to Solaris Copper

At the annual and special meeting, shareholders approved a special resolution with 99.75% of votes in favour of a plan of arrangement (the “Arrangement”) whereby Equinox Gold will transfer all of its copper assets into a newly incorporated company named Solaris Copper. The Company will now seek approval of the Arrangement from the Supreme Court of British Columbia.

Equinox Gold will continue to focus on advancing the Aurizona Gold Mine and Castle Mountain Gold Mine to production while Solaris Copper explores and develops the copper projects to unlock the value of the copper portfolio. Solaris Copper will hold a 100% interest in the resource-bearing Warintza copper-molybdenum project in Ecuador, a 60% interest in the La Verde preliminary economic assessment stage copper-silver-gold project in Mexico, a 100% interest in the Ricardo early-stage copper property in Chile, and is continuing to evaluate additional properties that fit the portfolio. Additional information about the assets is available at www.solariscopper.com.

Under the terms of the Arrangement, the business of Equinox Gold will be reorganized into two companies under the Business Corporations Act (British Columbia). The Arrangement involves, among other things, the distribution of common shares of Solaris Copper (the “Solaris Copper Shares”) to Equinox Gold shareholders such that each shareholder will hold: (i) one new common share of Equinox Gold for each common share of Equinox Gold held on the day before the effective date of the Arrangement; and (ii) one-tenth of a Solaris Copper Share for each common share of Equinox Gold held on the day before the effective date of the Arrangement.

Following completion of the Arrangement, which is expected to occur in early August, Equinox Gold’s shareholders, other than any dissenting shareholders, would be issued shares in Solaris Copper so that collectively they would own 60%, with the remaining 40% interest held by Equinox Gold. Equinox Gold warrants, options and restricted share units will also be adjusted pursuant to the Arrangement.

After closing of the Arrangement, new Equinox Gold shares and certain of Equinox Gold’s warrants will continue trading on the TSX Venture Exchange in Canada under the symbols EQX and EQX.WT, respectively, and on the OTC Market in the United States under the symbols EQXGF and EQXWF, respectively. Solaris Copper Shares will not be listed on any stock exchange after closing of the Arrangement, but the company will be a reporting issuer and will comply with its continuous disclosure obligations including press releases and financial reporting and will consider a potential stock exchange listing.

Solaris Copper’s day-to-day activities will be managed by Greg Smith as CEO, Kylie Dickson as CFO and Pamela Kinsman as Corporate Secretary, each of whom will also continue with their Equinox Gold responsibilities.

On Behalf of the Board of Equinox Gold Corp.

“Christian Milau”

CEO & Director




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