All greenback quantities are in United States {dollars} until in any other case indicated

VANCOUVER, BC and THUNDER BAY, ON, Dec. 16, 2020 /PRNewswire/ – Equinox Gold Corp. (TSX: EQX) (NYSE American: EQX) (“Equinox Gold”) and Premier Gold Mines Restricted (TSX: PG) (OTCPK: PIRGF) (“Premier”) are happy to announce that the businesses have entered right into a definitive settlement (the “Settlement”) whereby Equinox Gold will purchase the entire excellent shares of Premier. Concurrently, Premier will spin-out to its shareholders shares of a newly created US-focused gold manufacturing and growth firm to be referred to as i-80 Gold Corp. (“i-80 Gold”, and along with the Settlement, the “Transaction”) that may personal the South-Arturo and McCoy-Cove properties and can full Premier’s beforehand introduced acquisition of the Getchell Mission, all in Nevada. Equinox Gold will retain Premier’s curiosity within the world-class Hardrock Mission in Ontario, the Mercedes Mine in Mexico, and the Hasaga and Rahill-Bonanza properties in Pink Lake, Ontario. On closing of the Transaction, present Equinox Gold and Premier shareholders will personal roughly 84% and 16% of Equinox Gold, and Equinox Gold and present shareholders of Premier will personal 30% and 70% of i-80 Gold, respectively, on an issued share foundation.

Transaction Highlights

• Equinox Gold to accumulate a 50% curiosity within the permitted, development-ready, multi-million-ounce Hardrock Mission by means of a three way partnership between Equinox Gold and Orion Mine Finance (“Orion”)
• 5.54 million ounces of Confirmed and Possible Mineral Reserves grading 1.27 grams per tonne (“g/t”) gold^1,2
• 414,000 ounces common annual gold manufacturing with common head grade of 1.45 g/t gold for the primary 5 years; 358,000 ounces common annual gold manufacturing over the preliminary 14-year mine life¹
• Maintains Premier shareholders’ publicity to Premier’s present asset base and provides publicity to a bigger, diversified gold producer – Equinox Gold has seven working gold mines with building underway at an eighth website, a peer-leading development pipeline and the monetary capability to fund growth of Hardrock
• Reinforces Equinox Gold’s place because the Premier Americas Gold Producer – Hardrock bolsters Equinox Gold’s sturdy pipeline of development tasks and can add roughly 200,000 attributable ounces of long-term, low-cost annual gold manufacturing, when in operations, in Ontario, Canada, one of many world’s high mining jurisdictions
• Enhances Equinox Gold’s present portfolio of working gold mines within the Americas with the addition of the manufacturing Mercedes Mine in Sonora, Mexico – Mercedes provides roughly 50,000 ounces of gold per yr (with growth potential to 80,000 to 90,000 ounces of gold yearly) to the estimated 700,000 ounces of gold manufacturing anticipated in 2021 from Equinox Gold, based mostly on consensus estimates
• Delivers longer-term development and exploration potential ­– Growth and exploration potential at Hardrock and the Mercedes Mine and exploration potential from the Hasaga and Rahill-Bonanza properties, each positioned within the coronary heart of the prolific Pink Lake gold camp
• Gives publicity to i-80 Gold, a brand new high-growth US-focused gold firm – Excessive-quality portfolio of manufacturing and growth properties to be owned 70% by Premier shareholders and 30% by Equinox Gold
• Equinox Gold to undertake a C$75 million fairness financing absolutely underwritten by its Chairman, Ross Beaty

Transaction Particulars

Pursuant to the Transaction, Premier shareholders will obtain:

• 0.1967 of an Equinox Gold share for every Premier share held (the “Alternate Ratio”), representing an at-market acquisition based mostly on the 10-day volume-weighted common closing costs for each Equinox Gold and Premier shares on the Toronto Inventory Alternate; and
• 0.4 of a share of i-80 Gold for every Premier share held, offering a significant alternative to take part in a brand new high-growth, US-focused gold firm

Ross Beaty, Chairman of Equinox Gold, acknowledged: “This transaction is precisely the type of accretive Americas-focused development we promised shareholders once we began Equinox Gold firstly of 2018. The addition of a top-tier, low-risk mining jurisdiction in Ontario, Canada creates a decrease threat profile, with larger asset and nation diversification. Hardrock can be a wonderful, low-cost, long-life gold mine with important exploration upside, additional enhancing our present peer-leading development profile with out stretching our monetary capability. The Mercedes Mine additionally brings a right away enhance to our manufacturing and money stream, and our funding in i-80 Gold brings us important actual worth and optionality with publicity to a number of high-potential US gold belongings. This transaction creates worth for each Equinox Gold and Premier Gold shareholders, and additional solidifies Equinox Gold’s place because the premier Americas-focused gold producer.”

Christian Milau, CEO of Equinox Gold, acknowledged: “Combining a 50% curiosity within the permitted, development-ready Hardrock Mission with our sturdy stability sheet and working money stream gives a transparent path to manufacturing for Hardrock that I consider will unlock substantial worth for each Equinox Gold and Premier Gold shareholders. We look ahead to growing Hardrock with Orion as our companion, integrating the Mercedes Mine into our portfolio of manufacturing gold mines, and being a considerable and supportive shareholder of i-80 Gold. We additionally anticipate to welcome Ewan Downie to our Board of Administrators upon closing of the Transaction. Ewan is a well-respected firm builder who will convey further experience for the exploration and administration of our properties in Mexico, america and now Canada.”

Ewan Downie, CEO of Premier, acknowledged: “Premier has delivered on its dedication to create worth for our shareholders by means of the disciplined method of prudently managing our working belongings whereas advancing our peer-leading growth portfolio. This transaction builds on that dedication, bringing elevated worth and optionality to our shareholders from significant possession in two firms: a diversified intermediate gold producer with a portfolio of high-quality belongings, and possession in an thrilling new Nevada-focused gold firm. Importantly, our shareholders will keep publicity to the Hardrock Mission, which we consider is essentially the most engaging advanced-staged growth mission in North America, and which can be developed by a confirmed administration staff that shares our dedication to creating long-term sustainable worth.”

i-80 Gold Corp.

i-80 Gold can be a well-financed, growth-focused gold firm with a high-quality portfolio of manufacturing and growth properties in Nevada, together with the manufacturing South Arturo three way partnership with the Barrick Gold/Newmont-affiliated Nevada Gold Mines, the McCoy Cove Property and the Getchell Mission (on closing of the beforehand introduced acquisition, see Premier information launch dated August 10, 2020). i-80 Gold can be led by Ewan Downie and can work to quickly develop and develop its asset base with the target of turning into a number one mid-tier, US-focused gold miner. In reference to a deliberate public itemizing³ previous to or concurrent with closing of the Transaction, i-80 Gold intends to conduct a financing of as much as $75 million. Equinox Gold has dedicated to subscribe for 30% of the mixture quantity of the financing as much as a most subscription quantity of $22.5 million. Pursuant to the Transaction, it’s anticipated that i-80 Gold’s preliminary working capital will embody roughly $15 million in money, pre-financing.

In reference to the Transaction, Equinox Gold plans to finish a C$75 million fairness financing, absolutely underwritten by Ross Beaty, at a value per share to be set within the context of the Transaction and the market after at the very least 5 clear buying and selling days. The financing is topic to completion of definitive documentation, customary closing circumstances and regulatory approvals, together with the approval of the Toronto Inventory Alternate for the pricing and different phrases of the financing.

Officers, administrators and sure shareholders of Premier, who collectively maintain roughly 17% of Premier’s excellent widespread shares, have entered into voting help agreements in favour of the Transaction.

The Administrators of Equinox Gold and the Administrators of Premier have unanimously authorised the Transaction, and the Board of Administrators of Premier suggest that Premier shareholders and optionholders vote in favour of the Transaction. CIBC World Markets Inc. has supplied a equity opinion to the Board of Administrators of Premier stating that, as of the date of such opinion and based mostly upon and topic to the assumptions, limitations and {qualifications} acknowledged in such opinion, the Equinox Gold share consideration to be acquired by shareholders of Premier pursuant to the Transaction is truthful, from a monetary perspective, to shareholders of Premier. RBC Capital Markets has supplied an unbiased equity opinion to the Particular Committee of the Board of Administrators of Premier stating that, as of the date of such opinion and based mostly upon and topic to the assumptions, limitations and {qualifications} acknowledged in such opinion, the Equinox Gold share consideration to be acquired by shareholders of Premier pursuant to the Transaction is truthful, from a monetary perspective, to shareholders of Premier.

The Transaction is topic to courtroom approval and approval of Premier shareholders and optionholders (together with minority shareholder approval beneath Half 8 of Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions). A particular assembly of Premier shareholders and optionholders to contemplate the Transaction is predicted to be held in February 2021. An Data Round detailing the phrases and circumstances of the Transaction can be filed with regulatory authorities and mailed to Premier shareholders and optionholders in accordance with relevant securities legal guidelines.

The Settlement gives for, amongst different issues, customary representations, warranties and covenants together with non-solicitation and rights to match superior proposals in favour of Equinox Gold, in addition to a C$35 million termination payment payable to Equinox Gold beneath sure circumstances. The Transaction is additional topic to sure regulatory approvals, together with the approvals of the Mexican Comisión Federal de Competencia Económica, the Toronto Inventory Alternate and the NYSE American Inventory Alternate, and different customary closing circumstances. The Transaction is predicted to shut within the first quarter of 2021.

Blake, Cassels & Graydon LLP is performing as authorized advisor to Equinox Gold.

CIBC World Markets Inc. is performing as monetary advisor to Premier and RBC Capital Markets is performing as monetary advisor to the Particular Committee of Premier. Bennett Jones LLP is performing as authorized advisor to Premier and its Particular Committee.

The securities to be supplied by i-80 Gold haven’t been, nor will they be, registered beneath america Securities Act of 1933, as amended, or any state securities legislation, and is probably not supplied, bought or delivered, instantly or not directly, inside america, or to or for the account or good thing about U.S. individuals, absent registration or an exemption from such registration necessities. This information launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase nor shall there be any sale of securities in any state in america by which such provide, solicitation or sale could be illegal.

Convention Name and Webcast

Equinox Gold and Premier will maintain a joint convention name and webcast on December 16, 2020 at 7:00 am PT (10:00 am ET) to debate the Transaction.

Toll-free Canada/US: 1-800-319-4610
Worldwide: +1-604-638-5340
Login to the webcast

The webcast can be archived on each the Equinox Gold and Premier web sites till the Transaction closes.

About Equinox Gold

Equinox Gold is a Canadian mining firm with seven working gold mines, building underway at an eighth website, a multi-million-ounce gold reserve base and a transparent path to attain a million ounces of annual gold manufacturing from its pipeline of development tasks. Equinox Gold operates fully within the Americas, with two properties in america, one in Mexico and 5 in Brazil. Equinox Gold’s widespread shares are listed on the TSX and the NYSE American beneath the buying and selling image EQX. Additional details about Equinox Gold’s portfolio of belongings and long-term development technique is offered at www.equinoxgold.com or by e-mail at [email protected].

About Premier

Premier is a gold producer and revered exploration and growth firm with a high-quality pipeline of valuable metals tasks in confirmed, accessible and protected mining jurisdictions in Canada, america and Mexico. For extra info please go to www.premiergoldmines.com or by e-mail at [email protected].

Hardrock Mineral Reserve Estimate (100% foundation)

Hardrock Certified Particular person

GMining Companies Inc., beneath the supervision of Louis-Pierre Gignac, P.Eng., Réjean Sirois, P.Eng., and James Buy, P.Geo., every of whom are Certified Individuals inside the which means of Nationwide Instrument 43-101 (“NI 43-101”), was the lead marketing consultant for the Hardrock Feasibility Examine replace. An NI 43-101 technical report detailing the replace can be filed with Canadian Securities regulators inside 45 days.

Technical Data

Stephen McGibbon, P. Geo., Govt Vice President, Company and Mission Improvement, for Premier, is the Certified Particular person for the knowledge contained on this information launch relating to Hardrock, is a Certified Particular person inside the which means of NI 43-101, and has authorised the technical content material of this doc because it pertains to Hardrock.

Cautionary Word to U.S. Readers Regarding Estimates of Mineral Reserves

Data relating to Mineral Reserve estimates has been ready in accordance with Canadian requirements beneath relevant Canadian securities legal guidelines and is probably not similar to comparable info for United States firms. Underneath United States requirements, mineralization is probably not categorised as a “Reserve” until the willpower has been made that the mineralization could possibly be economically and legally produced or extracted on the time the reserve calculation is made. As such, sure info contained on this information launch regarding descriptions of mineralization beneath Canadian requirements, together with the definition of “Confirmed Mineral Reserves” and “Possible Mineral Reserves”, shouldn’t be similar to comparable info made public by United States firms topic to the reporting and disclosure necessities of america Securities and Alternate Fee.

Ahead-looking Statements

This information launch contains sure statements that represent “forward-looking statements” and “forward-looking info” inside the which means of relevant securities legal guidelines, collectively “forward-looking statements”. These embody statements relating to the intent of Equinox Gold and Premier Gold (the “Corporations”), or the beliefs or present expectations of the officers and administrators of the Corporations for Equinox Gold or i-80 Gold publish closing of the Transaction. When used on this information launch, phrases similar to “will”, “anticipate”, “potential”, “goal”, “turning into”, “topic to”, “anticipated”, “to be”, “look ahead”, “intends”, “plans”, and comparable expressions are meant to determine these forward-looking statements in addition to phrases or statements that sure actions, occasions or outcomes “might”, “might”, “would”, “ought to”, “happen” or “be achieved” or the adverse connotation of such phrases. As effectively, forward-looking statements might relate to future outlook and anticipated occasions, such because the consummation and timing of the Transaction; the satisfaction of the circumstances precedent to the Transaction; the strengths, traits and potential of Equinox Gold publish Transaction; the strategic imaginative and prescient for Equinox Gold and expectations relating to manufacturing capabilities and the flexibility of Equinox Gold to efficiently advance its respective tasks; Equinox Gold’s capability to attain the manufacturing, value and growth expectations outlined within the Hardrock Feasibility Examine; Hardrock Mineral Reserve estimates and the assumptions on which they’re based mostly; the strengths, traits and potential of i-80 Gold; the strategic imaginative and prescient for i-80 Gold; the flexibility of i-80 Gold to efficiently advance its tasks; the flexibility to finish the i-80 Gold financing as contemplated; the flexibility and timing for i-80 Gold to be publicly listed; availability of funds and future money necessities for the tasks of each Equinox Gold and i-80 Gold; the Equinox Gold fairness financing underwritten by Ross Beaty; and dialogue of future plans, projections, goals, estimates and forecasts and the timing associated thereto.

Though the Corporations consider that the expectations mirrored in such forward-looking statements and knowledge are cheap, undue reliance shouldn’t be positioned on forward-looking statements because the Corporations may give no assurance that such expectations will show to be right. The Corporations warning that forward-looking statements and knowledge contain recognized and unknown dangers, uncertainties and different components which will trigger precise outcomes and developments to vary materially from these expressed or implied by such forward-looking statements and knowledge contained on this information launch and the Corporations have made assumptions and estimates based mostly on or associated to many of those components. Such components embody, with out limitation: fluctuations in gold costs; fluctuations in costs for power inputs, labour, supplies, provides and companies; fluctuations in foreign money markets; the potential for labour-related disruptions and unplanned delays or interruptions in scheduled building, growth and manufacturing, together with by blockade; operational dangers and hazards inherent with the enterprise of mining (together with environmental accidents and hazards, industrial accidents, tools breakdown, uncommon or sudden geological or structural formations, cave-ins, flooding and extreme climate); insufficient insurance coverage, or incapability to acquire insurance coverage to cowl these dangers and hazards; worker relations; relationships with, and claims by, native communities and indigenous populations; Equinox Gold and i-80 Gold’s respective talents to acquire all crucial permits, licenses and regulatory approvals in a well timed method or in any respect; modifications in legal guidelines, laws and authorities practices, together with environmental, export and import legal guidelines and laws; capital, decommissioning and reclamation estimates; the potential for authorized restrictions referring to mining together with these imposed in reference to COVID-19; the potential affect of COVID-19 on operations; dangers referring to expropriation; and elevated competitors within the mining business; and the flexibility of Equinox Gold and i-80 Gold to work productively with their respective three way partnership companions. Extra components are recognized in Equinox Gold’s MD&A dated February 28, 2020 and in its Annual Data Type dated Might 13, 2020, each for the yr ended December 31, 2019, and in its MD&A dated November 5, 2020 for the three and 9 months ended September 30, 2020, all of which can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar; and in Premier’s MD&A dated March 4, 2020 and its Annual Data Type dated March 30, 2020, each for the yr ended December 31, 2019. Whereas the Corporations take into account these assumptions to be cheap based mostly on info at present obtainable, they might show to be incorrect. Accordingly, readers are cautioned to not put undue reliance on the forward-looking statements or info contained on this information launch.

Ahead-looking statements and knowledge are designed to assist readers perceive administration’s views as of that point with respect to future occasions and communicate solely as of the date they’re made. Besides as required by relevant legislation, the Corporations assume no obligation to replace or to publicly announce the outcomes of any change to any forward-looking assertion contained or integrated by reference herein to replicate precise outcomes, future occasions or developments, modifications in assumptions or modifications in different components affecting the forward-looking statements. If both Equinox Gold or Premier updates any a number of forward-looking statements, no inference ought to be drawn that the corporate will make further updates with respect to these or different forward-looking statements. All forward-looking statements contained on this information launch are expressly certified of their entirety by this cautionary assertion.

SOURCE Equinox Gold Corp.

Associated Hyperlinks

www.premiergoldmines.com