Equinox Gold Announces Results from Annual and Special Meeting, Including Shareholder Approval of the Solaris Copper Spinout...
27 Juli 2018 - 1:04AM
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% |
Lenard Boggio |
195,928,764 |
99.61% |
Marcel de Groot |
185,429,256 |
94.27% |
Marshall Koval |
191,294,532 |
97.25% |
Jacques McMullen |
195,916,603 |
99.60% |
Christian Milau |
196,061,880 |
99.68% |
Gregory Smith |
195,323,842 |
99.30% |
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.
“Christian Milau”
CEO & Director
Equinox Gold Contacts
Christian Milau, CEORhylin Bailie, Vice
President Investor RelationsTel: +1 604-558-0560Email:
ir@equinoxgold.com
About Equinox Gold
Equinox Gold is a Canadian mining company with a
multi-million-ounce gold reserve base and near-term production from
two past-producing mines in Brazil and California. Construction is
underway at the Company’s Aurizona Gold Mine in Brazil with the
objective of pouring gold by year-end 2018, and the Company is
advancing its Castle Mountain Gold Mine in California with the
objective of commissioning Phase 1 operations by the end of
2019. Further information about Equinox Gold’s current portfolio of
assets and long-term growth strategy is available at
www.equinoxgold.com or by email at ir@equinoxgold.com.
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.
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