Equinox and Calibre announce merger
Equinox Gold Corp. and Calibre Mining Corp. have entered into a definitive arrangement agreement for an at-market business combination. Equinox will acquire all issued and outstanding shares of Calibre, creating a combined company to operate under the name "Equinox Gold Corp."
The merger will form an Americas-focused diversified gold producer with operations in five countries, anchored by two cornerstone Canadian assets: the Greenstone Mine in Ontario, which achieved commercial production in November 2024, and the Valentine Gold Mine in Newfoundland & Labrador, set for first gold production by mid-2025. Combined, these two mines are expected to produce an average of 590,000 ounces of gold annually when operating at capacity, positioning the new Equinox Gold as the second-largest gold producer in Canada.
The combined company is projected to produce approximately 950,000 ounces of gold in 2025, excluding production from Valentine and Los Filos, with potential to exceed 1.2 million ounces annually once Greenstone and Valentine reach full production. New Equinox Gold will also possess a significant gold endowment in Mineral Reserves and Resources, alongside a robust pipeline of development and exploration projects.
Under the terms of the arrangement, Calibre shareholders will receive 0.31 Equinox shares for each Calibre share held. Upon completion, existing Equinox shareholders will own approximately 65% of the combined entity, while Calibre shareholders will hold 35%. The implied market capitalization of the combined company is estimated at C$7.7 billion.
Greg Smith, President and CEO of Equinox, said, "This merger represents a transformative step forward for both Equinox and Calibre, bringing together strong production, growth potential, and a shared commitment to responsible mining."
Darren Hall, President and CEO of Calibre, added, "The merger creates a diversified gold production base with significant growth opportunities, anchored by the new, long-life Greenstone and Valentine mines."
The transaction, structured as a court-approved plan of arrangement under British Columbia law, requires approval from shareholders of both companies and regulatory bodies in Canada and Mexico. Special meetings for shareholder votes are expected before May 31, 2025, with the transaction anticipated to close in Q2 2025.
In conjunction with the merger, Calibre will issue US$75 million in convertible notes to Equinox, Vestcor Inc., and Trinity Capital Partners. The notes will bear 5.5% annual interest, mature in five years, and be convertible into Calibre shares at C$4.25 per share—a 37.5% premium to Calibre's closing price on February 21, 2025.
The merger has been unanimously approved by both companies' boards of directors. BMO Capital Markets provided a fairness opinion to Equinox, while National Bank Financial and Canaccord Genuity Corp. issued fairness opinions to Calibre. Both firms concluded that the transaction is fair from a financial standpoint to their respective shareholders.
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