Canadian miner Equinox Gold has entered a definitive arrangement agreement with Calibre Mining for an at-market business combination, with Equinox acquiring all issued and outstanding common shares of Calibre.
The resulting entity, New Equinox Gold, will be an Americas-focused diversified gold producer with an estimated market capitalisation of C$7.7bn.
The combined company’s operations will span five countries, including two Canadian gold mines, Greenstone and Valentine.
Post-transaction, Equinox and Calibre shareholders will own approximately 65% and 35% of New Equinox Gold, respectively.
Calibre shareholders will receive 0.31 Equinox common shares for each Calibre share held.
The merger brings together a vast reserve of mineral resources and a “highly prospective” pipeline of development, expansion and exploration projects for sustainable growth.
New Equinox Gold is projected to produce around 950,000oz of gold in 2025, excluding contributions from the Valentine or Los Filos mines.
With the Greenstone and Valentine mines at full capacity, the combined company could exceed 1.2 million ounces (moz) of gold annually.
Calibre president and CEO Darren Hall said: “The merger with Equinox provides combined shareholders a diversified gold production base with significant growth opportunities.
“The combination of two new, long-life, low-cost, open-pit gold mines, Valentine and Greenstone, will be the cornerstone of an exciting new major Canadian gold producer that will be positioned to generate substantial shareholder value. I look forward to working with the combined team to continue Calibre’s track record of superior execution and delivering on our commitments.”
The transaction requires approval from Calibre’s shareholders, with a special meeting anticipated before 31 May 2025.
It also needs regulatory approvals, including Canadian and Mexican competition authorisations and the listing of new Equinox shares on the Toronto Stock Exchange (TSX) and New York Stock Exchange-A.
Subject to conditions being met, the merger is expected to close in the second quarter of 2025.
Shareholders of both companies stand to gain from the merger, with enhanced production, cash flow and exposure to growth opportunities.
Simultaneously, Calibre has entered into subscription agreements to issue $75m in unsecured convertible notes to Equinox, Vestcor and Trinity Capital Partners.
These notes will have a 5.5% annual interest rate and a five-year maturity, and are convertible into Calibre common shares at C$4.25 per share, a 37.5% premium to the stock’s 21 February 2025 closing price.
The funds raised will cover transaction expenses and general corporate purposes.
The private placement is expected to close by 4 March 2025, pending TSX approval.
