Equinox Gold (EQX) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a major Americas-focused gold producer, combining two high-quality, long-life Canadian mines and diversified operations across five mining-friendly jurisdictions.

• Enhanced scale, diversification, and growth prospects position the combined entity as the second-largest gold producer in Canada, anchored by Greenstone and Valentine mines.

• Immediate increase in production and cash flow, leveraging a larger asset base and complementary mine portfolios.

• Strengthened leadership team with a proven track record in value creation and operational excellence.

• Focus on leveraging high gold prices, increasing production and reserves, and providing shareholders with exposure to a substantial reserve/resource base and exploration pipeline.

Financial terms and conditions

• All-share, at-market merger: Calibre shareholders receive 0.31 Equinox shares per Calibre share, resulting in a 65%/35% ownership split between Equinox and Calibre shareholders.

• Calibre is raising US$75 million in unsecured convertible note financing, with Equinox subscribing for US$40 million; notes carry 5.5% annual interest, 5-year maturity, and a 37.5% conversion premium.

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

• Termination fees: US$145 million (Equinox) and US$85 million (Calibre) under certain circumstances.

• Pro-forma ownership: 65% Equinox, 35% Calibre on a fully diluted basis.

Synergies and expected cost savings

• Corporate office consolidation, reduced overhead, and centralized supply chain will generate G&A savings and operational efficiencies.

• Additional value expected from sharing best practices, optimization, and combining two strong teams.

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