Each one in plain English, with the numbers worked through for a shareholder.
20 Apr 2020debt financing● NeutralMajor
Equinox filed documents for financing tied to the merger: a US$130,000,000 convertible debenture issued March 10, 2020 to MDC Industry Holding Company LLC, paying 4.75% interest and maturing March 10, 2025. Also listed are a subscription agreement and a Second Amended and Restated Credit Agreement, both dated March 10, 2020. The debenture is convertible into Equinox common shares, which could dilute shareholders if converted. It sits alongside the 2019 convertible debentures. This appears to be part of the US$670 million merger financing, an inference from the dates.
Equinox and Leagold completed their merger on March 10, 2020, and the company says it now has six producing mines, two development projects and two expansion projects. Leagold holders receive 0.331 of an Equinox share per share, and Leagold shares were expected to be delisted around March 11. The board and executive team were combined (Ross Beaty Executive Chair, Neil Woodyer Vice Chair, Christian Milau CEO), and concurrent US$670 million debt and equity financings were completed. This completes the deal agreed in December 2019.
Shareholders of both Equinox (99.88% of votes cast) and Leagold (99.73%) approved the merger on January 28, 2020, including a separate disinterested-shareholder vote (99.59%) on a private placement to chairman Ross Beaty. Leagold holders will receive 0.331 of an Equinox share per Leagold share, leaving existing Equinox and Leagold holders with about 55% and 45% of the merged company; closing was expected in February subject to regulatory approvals.
Proxy advisers ISS and Glass Lewis both recommended that Equinox shareholders vote for the proposed Leagold merger at the special meeting on January 28, 2020. This is a step toward the shareholder approval needed for the merger.
Equinox Gold signed an arrangement agreement dated December 15, 2019 to merge with Leagold Mining Corporation, with Equinox issuing shares to Leagold shareholders. The agreement lists Equinox's properties as the Mesquite and Aurizona gold mines and the Castle Mountain project, and requires approval by Equinox shareholders, Leagold securityholders and the court. Key shareholders including Richard Warke and Sandstorm Gold agreed to vote in favour.
Equinox Gold's common shares began trading on the NYSE American under the ticker "EQX" on September 16, 2019, in addition to the TSX Venture Exchange, and stopped trading on the OTC Markets. Shareholders did not need to take any action; the warrants stay on the TSX Venture and OTC and are not listed on the NYSE American.
