. All amounts are in United States dollars unless otherwise indicated
April 11, 2019 – Vancouver, BC – Equinox Gold Corp. (TSX-V: EQX, OTC: EQXFF) (“Equinox Gold” or the “Company”) is pleased to announce it has:
Closed the strategic investment by Mubadala Investment Company (“Mubadala”) whereby Mubadala has purchased $130 million in convertible notes from Equinox Gold;
Converted the $100 million Mesquite acquisition facility into a new $130 million corporate revolving credit facility; and
Re-paid in full the $85 million Aurizona construction facility and the $20 million Mesquite acquisition facility provided by Sprott Private Resource Lending (Collector), L.P. (“Sprott”).
“These transactions simplify our balance sheet, reduce interest costs, defer principal payments and increase capital available to the Company as we move into production at our Aurizona Mine and prepare for Phase 1 construction at our Castle Mountain Project,” commented Christian Milau, CEO of Equinox Gold. “We welcome Mubadala as a cornerstone and long-term financial partner to Equinox Gold and thank the Bank of Nova Scotia and its syndicate partners for their continued support as we grow the Company.”
The Company has closed its previously announced sale of $130 million of convertible notes (the “Notes”) to Mubadala. The Notes have a 5-year term, bear interest at a fixed rate of 5% per year and are convertible at the holder’s option into common shares of the Company at a conversion price of $1.05 (C$1.38) per share.
Of the total gross proceeds of $130 million, $120 million was immediately available at closing and used to re-pay in full the $85 million Aurizona construction facility and the $20 million Mesquite acquisition facility provided by Sprott, terminate the associated Aurizona production-linked payment obligation to Sprott and for certain other transaction fees and expenses. Remaining proceeds from the Notes will be restricted until the submission for registration of certain security documents, the completion of certain additional post-closing documentation and the satisfaction of customary conditions.
Equinox Gold and Mubadala have also entered into an agreement providing Mubadala, among certain other rights, standard non-dilution rights and the right to a nominee on the Company’s board of directors. Equinox Gold expects to appoint a Mubadala nominee to the Company’s board of directors subsequent to the Company’s annual general meeting on May 1, 2019.
Pacific Road Resources Funds (“Pacific Road”) holds a pre-existing non-dilution right pursuant to an investment agreement dated May 7, 2015. Pacific Road has indicated it intends to exercise its non-dilution right, subject to agreement with respect to terms of the issuance. If exercised, the Company will issue up to approximately $9.7 million in additional convertible notes to Pacific Road on the same basis as the Notes.
Revolving Credit Facility
The Company has converted its $100 million Mesquite acquisition facility into a senior secured $130 million corporate revolving credit facility (the “Revolving Credit Facility”) with the existing syndicate of lenders led by the Bank of Nova Scotia. The Revolving Credit Facility matures on October 30, 2022, at which date it must be repaid in full, and incurs interest at an annual rate of LIBOR plus 2.5% to 4%, subject to certain leverage ratios.
Under the terms of the Revolving Credit Facility, $100 million was immediately available at closing. An additional $30 million will be made available on registration of certain security documents, the achievement of commercial production at the Company’s Aurizona Mine in Brazil and the satisfaction of customary conditions.
Equinox Gold has also arranged a one-year, unsecured $20 million revolving credit facility with the Company’s Chairman, Ross Beaty, that the Company may draw to provide short-term bridge financing for general corporate and working capital purposes, including initial Castle Mountain Phase 1 development activities, until the full $130 million Revolving Credit Facility is available and the remaining proceeds from the Notes are unrestricted.
About Equinox Gold
Equinox Gold is a Canadian mining company with a multi-million-ounce gold reserve base, gold production from its Mesquite Gold Mine in California, and near-term production from two past-producing mines in Brazil and California. Commissioning is underway at the Company’s Aurizona Gold Mine in Brazil and the Company is advancing its Castle Mountain Gold Mine in California with the objective of ramping-up Phase 1 operations in early 2020. Further information about Equinox Gold’s portfolio of assets and long-term growth strategy is available at www.equinoxgold.com or by email at firstname.lastname@example.org