Calibre Mining (CXB) M&A Announcement summary

Deal rationale and strategic fit

• Creates a leading Americas-focused gold producer with two cornerstone Canadian mines at the start of their productive lives, enhancing scale, diversification, and growth potential across five mining-friendly jurisdictions.

• Establishes the second-largest gold producer in Canada, with a robust exploration pipeline and a large gold endowment.

• Strengthens leadership and board with a proven track record of value creation and operational excellence.

• Enhanced capital markets profile, positioning as a top 10 North American and top 15 global gold producer, with increased index inclusion and liquidity.

• Immediate increase in production and cash flow, leveraging high gold prices and a diversified asset base.

Financial terms and conditions

• Structured as an all-share, at-market merger, with Calibre shareholders receiving 0.31 Equinox share per Calibre share; pro-forma ownership is 65% Equinox, 35% Calibre.

• Zero to 2% premium based on fair valuations and 20-day VWAP as of Feb 21, 2025.

• Implied market capitalization of the combined company is estimated at C$7.7 billion.

• Concurrent US$75 million (CAD 75 million) unsecured convertible note financing for Calibre, with 5.5% annual interest, 5-year maturity, and a 37.5% premium conversion price (C$4.25/sh); Equinox to subscribe for US$40 million.

• Reciprocal break fees: US$85 million to Equinox, US$145 million to Calibre under certain circumstances.

Synergies and expected cost savings

• Realizable synergies and efficiencies expected from combining two strong teams and asset portfolios, with corporate office consolidation and reduced overhead costs.

• Enhanced ability to rapidly deleverage due to increased cash flow and scale.

• Opportunities for G&A savings and efficiencies, especially via centralized supply chain and purchasing power.