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Questions and Answers
Equinox Gold's common shares trade in Canada on the TSX-V under the symbol "EQX" and in the United States on the OTC under the symbol "EQXGF".
Equinox Gold's warrants trade in Canada on the TSX-V under the symbol "EQX.WT" and in the United States on the OTC under the symbol "EQXWF".
Trek Mining shares and warrants converted into Equinox Gold shares and warrants on a 1:1 ratio, with no change to the number of securities and no change to the warrant exercise price and date. If your shares and warrants are deposited in a trading account, the conversion will have happened automatically. If your shares and warrants are NOT deposited in a trading account and you want updated Equinox Gold certificates or DRS Advice, then you will need to exchange your share and warrant certificates or DRS Advice with Computershare. There is no requirement to change your certificates or DRS Advice, however, as the securities are only subject to a name change and remain valid.
NewCastle shares and warrants converted into Equinox Gold shares and warrants on a 1:0.873 ratio. If you held 1,000 NewCastle shares before the merger, you held 873 Equinox Gold shares after the merger. The shares issuable upon exercise of warrants also converted at the exchange ratio, so 1000 NewCastle warrants became exercisable for 873 Equinox Gold common shares, and the exercise price was likewise converted so that the old exercise price was divided by the 0.873 ratio to get the new exercise price (warrants with a $0.64 exercise price now have a $0.73 exercise price, etc.), but there was no change to the expiry date.
Anfield shares converted into Equinox Gold shares on a 1:0.407 ratio. If you held 1,000 Anfield shares before the merger, you held 407 Equinox Gold shares after the merger.
Shares and warrants that are held in an online trading account would have converted automatically into Equinox Gold shares and warrants.
If you hold your NewCastle or Anfield shares as physical share certificates or DRS statements, those documents remain valid for a period of up to six years and do not need to be replaced immediately. NewCastle warrants will be exercisable for Equinox shares until their date of expiry and will not need to be exchanged. Letters of Transmittal were mailed out to NewCastle and Anfield shareholders to explain how to exchange your physical certificates or DRS Advice. These are also available by contacting us at email@example.com.
If you hold your Trek Mining shares or warrants as physical certificates or DRS statements, there is no requirement to have them re-issued as Equinox Gold. Even though they say Trek Mining, they remain valid and will be honoured as Equinox Gold shares/warrants when you are ready to deposit them into an account to trade them. If you DO want to have them re-issued as Equinox Gold certificates or DRS statements, you need to contact Computershare at 1-800-564-6253 and they can provide instructions on what forms you need to fill out, where to send your certificates, etc.
If you hold your NewCastle or Anfield shares as physical share certificates or DRS statements, those documents remain valid for a period of up to six years and do not need to be replaced immediately. NewCastle warrants will be exercisable for Equinox shares until their date of expiry and will not need to be exchanged. Letters of Transmittal will be mailed out to NewCastle and Anfield shareholders to explain how to exchange your physical certificates or DRS Advice. These will also be available by contacting us at firstname.lastname@example.org.
Information for Equinox Gold's United States investors
Equinox Gold is a "reporting issuer" in Canada and our common shares are currently listed for trading on the TSX Venture Exchange under the symbol "EQX". At this time, Equinox Gold is not registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and therefore our shares cannot be offered, sold, pledged or otherwise transferred within the U.S. or to a U.S. person without registration under the 1933 Act and the securities laws of all applicable states of the United States, unless an exemption from registration is available.
Shares purchased by U.S. investors are “legended” and must have the legend/restriction removed before they can be deposited. Depending on which brokerage firm you use they may not be able to work with your DRS Advice and you may need to ask Computershare to issue certificates, which will then need to have the legend removed before they can be deposited.
Ideally your brokerage firm will have a Canadian intermediary that can facilitate this process. Some U.S. brokerage firms find the legend removal process complicated.
We advise shareholders seeking to remove such restrictive legends to contact their securities broker to obtain further instructions and the paperwork necessary to complete such removal, including the form of declaration to be provided to your securities broker. If you obtained your shares through a private placement, in your subscription agreement paperwork there is an "Appendix 1 to Schedule C" form that is the Form of Declaration for Removal of U.S. Legend. This form needs to be filled out, medallion guaranteed and mailed to Computershare Investor Services as per the instructions below. If you cannot find this form or your broker does not understand the process, please email email@example.com and we will assist you with the process.
Exemption to allow the sale of Equinox Gold shares
One exemption potentially available to our U.S. resident shareholders, is Rule 904 of Regulation S under the 1933 Act ("Rule 904"), which serves as a resale safe harbor allowing persons (other than the Company, a distributor, any of their respective affiliates, or any person acting on their behalf) to offer and resell shares, provided, however, that the offer to sell the shares is not made to a person in the U.S. and either:
- at the time the buy order is originated, the buyer is outside the U.S., or the seller and any person acting on its behalf reasonably believe that the buyer is outside the U.S.; or
- the transaction is executed in, on or through the facilities of a designated offshore securities market (i.e. the TSX Venture Exchange), and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the U.S.
In addition to meeting other requirements under Rule 904, no "directed selling efforts" in or into the U.S. may be used to resell the shares.
A shareholder wishing to resell shares in accordance with Rule 904 must request that the U.S. restrictive legend be removed from the certificates representing such shares, prior to such shares being sold.
Only Computershare Investor Services Inc. ("Computershare"), the Company's registrar and transfer agent, may remove restrictive legends from certificates representing shares of the Company. Computershare can be contacted at the following numbers:
Shareholder Services (if the securityholder is calling Computershare)
Broker Services (if the broker is calling Computershare)
Mail your declaration form to:
Computershare Investor Services
Attn: Stock Transfer Department – For certificate issuance from DRS
Attn: Securities Transfer – For Legend Removal Requests
9th Floor, North Tower, 100 University Avenue
Toronto, ON, Canada M5J 2Y1
The paperwork to remove the restrictive legends requires a medallion signature guarantee. This is a guarantee by the transferring financial institution that the signature is genuine and the financial institution accepts liability for any forgery. Signature guarantees protect shareholders by preventing unauthorized transfers. They also limit the liability of the transfer agent who accepts the certificates. Different institutions have different policies as to what type of identification they require to provide the guarantee and whether they charge a fee for such service (usually nominal if any). Most institutions will not guarantee a signature of someone who has not already been their customer. Some institutions do not provide this service in which case you may need to open an account with a different institution. Financial institutions outside of the United States that have a correspondence relationship with a U.S. bank may be able to offer a medallion signature guarantee to existing customers.
The rules and procedures concerning offshore securities transactions including, but not limited to, sales under Regulation S under the 1933 Act are technical, complex and subject to various restrictions and conditions. The foregoing does not constitute legal advice and if you have any questions or concerns regarding your ability to rely upon Regulation S to sell your shares of the Company, we strongly recommend that you seek independent legal advice before selling any such shares. Furthermore, Regulation S requires that we are a "foreign issuer" within the meaning of applicable securities laws at the time of sale of your shares of the Company. However, we are under no obligation to remain a "foreign issuer" and there are no assurances that we will be a "foreign issuer" at the time you propose to sell your shares of the Company. If we are not a "foreign issuer" at the time of sale, the exemption provided by Regulation S will not be available and the restrictive legend will remain on your share certificate(s).
Our focus is advancing the Aurizona Gold Mine into production in Brazil. Early works construction is underway and we are on track to pour gold by late 2018.
We are also completing a prefeasibility study for the Castle Mountain gold project in California, with the objective of restarting production. We expect to publish the results of the prefeasibility study in mid-2018.