Equinox Gold (TSX: EQX, NYSE: EQX) and Calibre Mining (TSX: CXB, OTCQX: CXBMF) have announced a definitive agreement to merge in an at-market business combination that will see Equinox Gold acquire all outstanding common shares of Calibre.
The resulting entity, to be named New Equinox Gold, is poised to become a leading Americas-focused diversified gold producer with an estimated market capitalisation of CA$7.7 billion.
The combined company will boast a geographically diverse portfolio of operations spanning five countries, including Canada, where it will operate the Greenstone and Valentine gold mines.
Under the terms of the agreement, Calibre shareholders will receive 0.31 Equinox common shares for each Calibre share held.
Upon completion of the transaction, Equinox and Calibre shareholders will own approximately 65 per cent and 35 per cent of New Equinox Gold, respectively.
The merger brings together a substantial reserve of mineral resources and a promising pipeline of development, expansion, and exploration projects, paving the way for sustainable growth.
New Equinox Gold is forecasting gold production of approximately 950,000 ounces in 2025, excluding contributions from the Valentine and Los Filos mines.
Once the Greenstone and Valentine mines reach full capacity, the combined company’s annual gold production could exceed 1.2 million ounces.
“The merger with Equinox provides combined shareholders a diversified gold production base with significant growth opportunities,” stated Darren Hall, President and CEO of Calibre Mining.
“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 is subject to customary closing conditions, including approval from Calibre’s shareholders at a special meeting expected to be held before May 31, 2025.
Regulatory approvals, including Canadian and Mexican competition clearances and the listing of new Equinox shares on the Toronto Stock Exchange (TSX) and the New York Stock Exchange-A, are also required.
The merger is anticipated to close in the second quarter of 2025, pending satisfaction of all conditions.
Shareholders of both companies are expected to benefit from the merger through enhanced production, increased cash flow, and exposure to significant growth opportunities.
In a related development, Calibre has entered into subscription agreements to issue US$75 million in unsecured convertible notes to Equinox, Vestcor, and Trinity Capital Partners.
The notes will carry an annual interest rate of 5.5 per cent and mature in five years.
They are convertible into Calibre common shares at CA$4.25 per share, representing a 37.5 per cent premium to the stock’s closing price on February 21, 2025.
The proceeds from the notes will be used to cover transaction expenses and for general corporate purposes.
This private placement is expected to close by March 4, 2025, subject to TSX approval.
