Equinox Gold Corp. (TSX:EQX) entered into a definitive agreement to acquire Leagold Mining Corporation (TSX:LMC) from Yamana Gold Inc. (TSX:YRI) and others in a merger of equals transaction for approximately CAD 780 million on December 15, 2019. Pursuant to the transaction, shareholders of Leagold Mining Corporation will receive 0.331 share of Equinox Gold Corp. for each share held. At closing, existing shareholders of Equinox Gold Corp. and Leagold Mining Corporation will own approximately 55% and 45% of the merged company, respectively, on an issued share basis. Yamana Gold sold 20.4% stake in Leagold. As part of the transaction, Ross Beaty, Chairman of Equinox Gold Corp., will subscribe for $40 million in a private placement of common shares of Equinox Gold Corp. to maintain an approximate 9% stake. In addition, Mubadala Investment Company will subscribe for a new 5-year $130 million (CAD 170.87 million) convertible debenture bearing interest at 4.75% and convertible into common shares of Equinox Gold Corp. To refinance existing debt and credit facilities of both Equinox Gold Corp. and of Leagold Mining Corporation, a syndicate of banks comprising The Bank of Nova Scotia, Société Générale, Bank of Montreal, and ING Capital LLC have provided underwritten commitments for a 5-year term loan of $100 million (CAD 131.44 million) and a 4-year revolving credit facility of $400 million (CAD 525.75 million). The combined entity will continue as Equinox Gold Corp.

The agreement provides for a reciprocal $20 million (CAD 26.29 million) termination fee payable to either Equinox Gold Corp. or Leagold Mining Corporation under certain circumstances. The Board of Directors of merged entity will be led by Ross Beaty as Chairman and will have eight members with four from each company. The integrated management team will be led by Neil Woodyer, Chief Executive Officer of Leagold Mining Corporation, as Chief Executive Officer, Christian Milau, Chief Executive Officer of Equinox Gold Corp., as Executive Vice President Corporate, Attie Roux, Chief Operating Officer of Leagold Mining Corporation, as Chief Operating Officer and Peter Hardie, Chief Financial Officer of Equinox Gold Corp., as Chief Financial Officer. Frank Giustra, Chairman of Leagold Mining Corporation, will be stepping down as Chairman and Director. The combined entity will be headquartered in Vancouver, Canada.

The transaction is subject to approval by shareholders of Equinox Gold Corp. and Leagold Mining Corporation, regulatory approvals including the approvals of the Toronto Stock Exchange and NYSE American Stock Exchange, court approval, approval by Mexican Federal Anti-Trust Commission, third party approval, and other customary conditions. Officers, directors and certain shareholders of Equinox Gold Corp., who collectively hold 21% of Equinox Gold Corp.'s issued common shares, have entered into voting support agreements in favor of the transaction. Officers, directors and certain shareholders of Leagold Mining Corporation, who collectively hold 42% of Leagold Mining Corporation's issued common shares, have entered into voting support agreements in favor of the transaction. The special meetings of shareholders of Equinox Gold Corp. and Leagold Mining Corporation will be held on January 28, 2020. The Boards of Directors of Equinox Gold Corp. and Leagold Mining Corporation have unanimously approved the transaction and recommend that shareholders vote in favor of the transaction. As of January 28, 2020, the transaction has been approved by shareholders of both, Equinox Gold Corp. and Leagold Mining Corporation. As of February 28, 2020, transaction received the clearance decision from the Comisión Federal de Competencia Económica (“COFECE”) with respect to the pending merger between Equinox Gold and Leagold. Transaction also received conditional approval from the TSX and NYSE-A. The Supreme Court of British Columbia issued its final order approving the arrangement with Leagold on January 30, 2020.

BMO Capital Markets has provided a fairness opinion dated December 13, 2019 to the Board of Directors of Equinox Gold Corp. stating that the consideration exchange ratio is fair, from a financial point of view, to Equinox Gold Corp. Scotia Capital Inc. has provided a fairness opinion dated December 14, 2019 to the Special Committee of Leagold Mining Corporation and Board of Directors that the consideration to be received under the transaction is fair, from a financial point of view, to the shareholders of Leagold Mining Corporation. The transaction is expected to close in February 2020. The transaction is expected to be completed in late February, 2020. As of January 28, 2020, the transaction is expected to close in February 2020. As of March 2, 2020, transaction is expected to close in the second week of March 2020.

BMO Capital Markets acted as financial advisor and fairness opinion provider and Bob Wooder of Blake, Cassels & Graydon LLP acted as legal advisor to Equinox Gold Corp. Scotia Capital Inc. acted as financial advisor and fairness opinion provider and Mark Pontin, Johanna Fipke, Sarah Gingrich, Samuel Li, Perry Feldman and Georald Ingbord of Fasken Martineau DuMoulin LLP acted as legal advisor to Leagold Mining Corporation and its Special Committee. Pedro Garcia and Elisa Rezende of Veirano Advogados acted as the legal advisor to Leagold Mining. Adriano Trindade and Carlos Vilhena of Pinheiro Neto Advogados acted as the legal advisor to Equinox Gold. Laurel Hill acted as information agent to Leagold. Leagold has agreed to pay Laurel Hill an aggregate fee of up to CAD 45,000 for its services.

Equinox Gold Corp. (TSX:EQX) completed the acquisition of Leagold Mining Corporation (TSX:LMC) from Yamana Gold Inc. (TSX:YRI) and others in a merger of equals transaction on March 10, 2020. Equinox Gold common shares and warrants will continue trading on the Toronto Stock Exchange and NYSE American Stock Exchange with no changes. Leagold Mining shares are expected to be de-listed on or about March 11, 2020. Marcel de Groot, Jacques McMullen and Sam Drier resigned as Directors of Equinox Gold. Combined company's board of director consists of: Ross Beaty as Executive Chair; Neil Woodyer as Vice Chair; Len Boggio; Tim Breen; Gordon Campbell; Wesley K. Clark; Marshall Koval; and Peter Marrone. Executive team of combined team consists of Christian Milau as Chief Executive Officer; Greg Smith as President; Attie Roux as Chief Operating Officer; Peter Hardie as Chief Financial Officer; and Doug Reddy as Executive Vice President Technical Services.