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Equinox Gold Announces Results from Annual and Special Meeting, Including Shareholder Approval of the Solaris Copper SpinoutDownload PDF
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%|
|Marcel de Groot||185,429,256||94.27%|
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.
CEO & Director
CAUTIONARY NOTES AND FORWARD-LOOKING STATEMENTS
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This document contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). The use of the words “will”, “strategy”, “objective”, “plans”, “underway” and similar expressions are intended to identify forward-looking statements. Forward-looking statements contained in this news release include, but are not limited to, statements regarding closing of the Arrangement, court approvals for the Arrangement, construction activities underway at Aurizona, the Castle Mountain prefeasibility study, the planned transfer of copper assets to Solaris Copper Inc. (“Solaris Copper”), and the growth potential of the Company. Although the Company believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Company’s periodic filings with Canadian securities regulators, and assumptions made with regard to the Company’s ability to complete construction at Aurizona on budget or at all, and the timing to achieve production; the Company’s ability to commence Phase 1 commissioning at Castle Mountain by the end of 2019; the Company’s ability to advance Castle Mountain to production and achieve the results contemplated in the prefeasibility study; final court approval regarding the transfer of copper assets to Solaris Copper; the Company’s ability to achieve the anticipated benefits from the transfer of assets to Solaris Copper; and the Company’s ability to achieve its expected growth and production potential. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligations to publicly update and/or revise any of the included forward-looking statements, whether as a result of additional information, future events and/or otherwise, except as may be required by applicable securities laws.