Sec Form 13D Filing - Mubadala Investment Co PJSC filing for Equinox Gold Corp. (EQX) - 2024-10-07

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 2 of the Schedule 13D is hereby amended and restated as follows:

Each of the following persons is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(a) (f)	This Statement is being filed jointly by:
	(i)   Mubadala Investment Company PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi (“Mubadala”), which is the sole owner of Mamoura Diversified Global Holding PJSC;
	(ii)  Mamoura Diversified Global Holding PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi (“Mamoura”), which, directly or indirectly, wholly owns MDC Industry Holding Company LLC and Ninety Fourth Investment Company LLC;
	(iii)  MDC Industry Holding Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi (“MDC Industry Holding”); and
	(iv) Ninety Fourth Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi (“Ninety Fourth Investment Company”).
(b)	The address of the principal office of each of the Reporting Persons is P.O. Box 45005, Al Mamoura Building A, Intersection of Muroor Road and 15th Street, Abu Dhabi, United Arab Emirates.
(c)	The principal business of Mubadala and Mamoura is as global investment companies with a mandate to generate sustainable financial returns to realize the Government of Abu Dhabi’s vision of a globally integrated and diversified economy. The principal business of MDC Industry Holding and Ninety Fourth Investment Company is investing in securities.  Information with respect to the directors and, if applicable, the officers of the Reporting Persons (collectively, the “Scheduled Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Scheduled Persons is listed on the attached Schedule A, which is incorporated herein by reference.
(d)	No Reporting Person nor any Scheduled Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person nor any Scheduled Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration

Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

The information in Item 4 is incorporated herein by reference.

Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

Conversion of 5.00% Convertible Notes Due 2024

On October 3, 2024, MDC Industry Holding converted $130 million principal amount of the 5.00% convertible notes due 2024 (the “2019 Notes”) of Equinox Gold Corp. (the “Issuer”) into 24, 761,905 common shares, no par value per share (“Common Shares”) of the Issuer at a conversion price of $5.25 per Common Share and directed that the Common Shares issued upon conversion be directed to the account of its affiliate Ninety Fourth Investment Company.

Bid Letter for Share Sale

Further, on October 3, 2024, Ninety Fourth Investment Company entered into a letter agreement (the “Bid Letter”) with BMO Nesbitt Burns Inc. (the “Underwriter”) and the Issuer pursuant to which Ninety Fourth Investment Company agreed to sell to the Underwriter (the “Share Sale”) the 24,761,905 Common Shares received pursuant to the conversion of the 2019 Notes (the “Offered Shares”) in connection with an underwritten public offering of such Offered Shares for a purchase price of $5.65 per Common Share (the “Offering Price”), less certain fees and expenses of the offering.

The foregoing description of the Bid Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Bid Letter Term Sheet, which is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference.

Underwriting Agreement for Share Sale

In addition, on October 4, 2024, Ninety Fourth Investment Company, the Underwriter and the Issuer entered into an Underwriting Agreement pursuant to which Ninety Fourth Investment Company agreed to sell the Offered Shares to the Underwriter at the Offering Price, subject to the terms and conditions of the Underwriting Agreement.

Pursuant to the Underwriting Agreement, the Issuer has agreed that it will not directly or indirectly, issue any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares (other than pursuant to rights or obligations under securities or instruments outstanding) or enter into any agreement or arrangement under which the Issuer acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, or agree to become bound to do so, or disclose to the public any intention to do so, for a period of 45 days following the closing date of the Share Sale without the prior written consent of the Underwriter, which consent will not be unreasonably withheld provided that, notwithstanding the foregoing, the Issuer may (i) grant options, share units or other securities pursuant to the Issuer’s stock option plan or other equity compensation plans made in accordance with the terms of such plans, and issue Common Shares upon the exercise of such options or vesting of such securities; or (ii) issue equity securities pursuant to the exercise or conversion, as the case may be, of any warrants, incentive securities or other convertible securities of the Issuer outstanding as of October 3, 2024.

Further, pursuant to the Underwriting Agreement, Ninety Fourth Investment Company agreed that, for a period of 45 days following the closing date of the Share Sale, it shall not and shall cause or direct its affiliates not to, directly or indirectly, without the prior written consent of the Underwriter, which consent will not be unreasonably withheld, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any Common Shares held by the Ninety Fourth Investment Company as of the closing date of the Share Sale, or any options or warrants to purchase any Common Shares, or any securities convertible into, exchangeable for or that represent the right to receive Common Shares (such options, warrants or other securities, collectively, “Derivative Instruments”) in each case held by Ninety Fourth Investment Company as of the closing date of the Share Sale; (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by Ninety Fourth Investment Company or someone other than Ninety Fourth Investment Company), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Common Shares or Derivative Instruments held by Ninety Fourth Investment Company as of the closing date of the Share Sale, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Shares or other securities, in cash or otherwise; or (iii) agree to or publicly announce any intention to do any of the foregoing things, provided that, the foregoing shall not apply to (a) pledges or security interests, provided that the pledgee or beneficiary of the security interest agrees in writing for the benefit of the Underwriter to be bound by restrictions set out in the Underwriting Agreement; (b) transfers pursuant to a bona fide third party take-over bid made to all shareholders of the Issuer, a plan of arrangement or amalgamation involving a change of control of the Issuer, or similar acquisition or business combination transaction provided that in the event that the take-over bid, plan of arrangement or amalgamation, or acquisition or business combination transaction is not completed, any Common Shares, as applicable, held by Ninety Fourth Investment Company remain subject to the restrictions contained in the Underwriting Agreement; (c) transfers made as bona fide gifts or charitable contributions, provided that any transferee agrees in writing to be bound by the same restrictions contained in the Underwriting Agreement; (d) transfers required by operation of law, (e) transfers to affiliates of Ninety Fourth Investment Company, provided that such affiliate agrees in writing to be bound by the same restrictions contained in the Underwriting Agreement; or (f) distributions to any corporation, partnership, limited partnership, limited liability company, governmental entity or other entity, in each case, that (1) controls, or is controlled by or is under common control with, Ninety Fourth Investment Company, or (2) is directly or indirectly wholly owned by the Government of the Emirate of Abu Dhabi; provided that any such corporation, partnership, limited partnership, limited liability company, governmental entity or other entity agrees in writing to be bound by the same restrictions contained in the Underwriting Agreement.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated by reference as Exhibit 99.3 and is incorporated herein by reference.

The Share Sale is expected to close on or about October 9, 2024.  If the Share Sale closes, Ninety Fourth Investment Company expects to receive approximately $136,562,317 in net proceeds, reflecting the subtraction of certain agreed upon fees and expenses of the offering, as may be further adjusted for additional offering-related expenses.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 453,489,047 of the Issuer’s Common Shares outstanding as of October 4, 2024, as reported in the Issuer’s prospectus supplement filed with the SEC on October 4, 2024, which includes 24,761,905 Common Shares issued upon conversion of the 2019 Notes (as described in Item 4 above).  MDC Industry Holding beneficially owns the 20,000,000 Common Shares issuable upon conversion of the $130 million principal amount of the Issuer’s 4.75% convertible notes due 2025 that it directly holds.  Ninety Fourth Investment Company directly holds and beneficially owns 24,761,905 Common Shares of the Issuer.  Mubadala and Mamoura directly or indirectly wholly own each of MDC Industry Holding and Ninety Fourth Investment Company, and therefore Mubadala and Mamoura may each be deemed to indirectly beneficially own the Common Shares beneficially owned by each of MDC Industry Holding and Ninety Fourth Investment Company.

(c) The information in Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, as amended, there have been no transactions by the Reporting Persons or the Scheduled Persons in the securities of the Issuer during the past sixty days.

(d) No person(s) other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares of the Issuer beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

The Information in Item 4 is incorporated herein by reference.

The Bid Letter Term Sheet is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference.

The Underwriting Agreement is incorporated by reference as Exhibit 99.3 and is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 7, 2024

By:		/s/ Andre Namphy
Name:		Andre Namphy
Title:		Authorized Signatory

 

The name, present principal occupation or employment, business address and citizenship of each of the directors and, if applicable, the executive officers, of Mubadala Investment Company PJSC, Mamoura Diversified Global Holding PJSC, MDC Industry Holding Company LLC and Ninety Fourth Investment Company LLC are set forth below.