Equinox Gold and its non-U.S. subsidiaries were each a passive foreign investment company during the taxable year beginning on January 1, 2018 and ending on December 31, 2018. Equinox Gold’s PFIC Annual Information Statement for 2018 provides additional information for U.S. shareholders. Equinox Gold has also prepared an Equinox Gold PFIC Information Statement for 2017, a Trek Mining PFIC Information Statement for 2016, a Luna Gold PFIC Annual Information Statement for individuals who were Luna Gold shareholders in 2016, a NewCastle Gold PFIC Annual Information Statement for individuals who were NewCastle Gold shareholders in 2016, and an Anfield Gold PFIC Annual Information Statement for individuals who were Anfield Gold shareholders in 2016.
Exemption to allow the sale of Equinox Gold securities
Equinox Gold has sold common shares in private placements to certain qualified U.S. investors. These shares typically bear a U.S. securities legend that states that the shares were sold pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “1933 Act”), and that therefore the shares cannot be sold in the United States absent an exemption from registration under the 1933 Act.
One such exemption potentially available to our U.S. 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 securities, provided, however, that the offer to sell the securities 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 securities.
A shareholder wishing to resell Equinox Gold securities in accordance with Rule 904 must request that the U.S. restrictive legend be removed from the certificates representing such securities, prior to such securities being sold. There are no other restrictions on the securities (both shares and warrants) and the legend removal is a straightforward process.
Only Computershare Investor Services Inc., the Company’s register and transfer agent ("Computershare"), may remove restrictive legends from certificates representing securities of the Company. We advise that any shareholders seeking to remove such restrictive legends should contact their securities broker or Computershare directly to obtain further instructions and the paperwork necessary to effectuate such removal, including the form of declaration to be provided to your securities broker. Your U.S. broker should be familiar with this process and be able to complete the required documents.
Computershare can be contacted at the following numbers:
Shareholder Services (if the securityholder is calling Computershare)
Broker Services (if the broker is calling Computershare)
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 US 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 securities of the Company, we strongly recommend that you seek independent legal advice before selling any such securities. Furthermore, Regulation S requires that we are a "foreign issuer" within the meaning of applicable securities laws at the time of sale of your securities 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 securities 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).