0001171843-20-000983.txt : 20200214 0001171843-20-000983.hdr.sgml : 20200214 20200214080018 ACCESSION NUMBER: 0001171843-20-000983 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 GROUP MEMBERS: INDERJIT SINGH GROUP MEMBERS: PACIFIC ROAD CAPITAL MANAGEMENT GP II LTD GROUP MEMBERS: PACIFIC ROAD CAPITAL MANAGEMENT PTY LTD GROUP MEMBERS: PACIFIC ROAD RESOURCES FUND II GROUP MEMBERS: PADRAIG HOARE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Equinox Gold Corp. CENTRAL INDEX KEY: 0001756607 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91223 FILM NUMBER: 20613968 BUSINESS ADDRESS: STREET 1: 700 WEST PENDER ST., SUITE 1501 CITY: VANCOUVER STATE: A1 ZIP: V6C 1G8 BUSINESS PHONE: 604-558-0560 MAIL ADDRESS: STREET 1: 700 WEST PENDER ST., SUITE 1501 CITY: VANCOUVER STATE: A1 ZIP: V6C 1G8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Road Resources Fund II L.P. CENTRAL INDEX KEY: 0001522891 IRS NUMBER: 980700836 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 89 NEXUS WAY, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9007 BUSINESS PHONE: 345-949-9876 MAIL ADDRESS: STREET 1: 89 NEXUS WAY, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9007 SC 13G 1 sc13g_021420.htm SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

 

(Amendment No. __)*

 

Under the Securities Exchange Act of 1934

 

Equinox Gold Corp.

 

(Name of Issuer)

 

 

Common Shares, no par value

 

(Title of Class of Securities)

 

 

29446Y502

 

(CUSIP Number)

 

February 14, 2020

 

(Date of Event Which Requires Filing of this Statement)

  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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 (the “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).

 

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Pacific Road Resources Fund II L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

  
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

Not applicable

6

SHARED VOTING POWER

 

9,771,999(1)

7

SOLE DISPOSITIVE POWER

 

Not applicable

8

SHARED DISPOSITIVE POWER

 

9,771,999(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,771,999(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.20%(2)

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

                 

 

  (1) Includes (i) 3,995,641 common shares, (ii) 4,162,200 common shares issuable upon the exercise of currently exercisable warrants and (iii) 1,614,158 common shares issuable upon the conversion of currently convertible notes.
  (2) The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Equinox Gold Corp. (the “Issuer”) regarding the number of common shares, no par value, disclosed as outstanding by the Issuer in its Notices of Special Meetings and Joint Management Information Circular dated December 20, 2019, furnished on Form 6-K with the United States Securities and Exchange Commission (the “Commission”) on December 27, 2019.

 

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Pacific Road Capital Management GP II Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

  
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

Not applicable

6

SHARED VOTING POWER

 

9,771,999(1)

7

SOLE DISPOSITIVE POWER

 

Not applicable

8

SHARED DISPOSITIVE POWER

 

9,771,999(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,771,999(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.20%(2)

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

                 

 

  (1) Includes (i) 3,995,641 common shares, (ii) 4,162,200 common shares issuable upon the exercise of currently exercisable warrants and (iii) 1,614,158 common shares issuable upon the conversion of currently convertible notes.
  (2) The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of common shares, no par value, disclosed as outstanding by the Issuer in its Notices of Special Meetings and Joint Management Information Circular dated December 20, 2019, furnished on Form 6-K with the Commission on December 27, 2019.

 

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Padraig Hoare

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

  
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

Not applicable

6

SHARED VOTING POWER

 

9,771,999(1)

7

SOLE DISPOSITIVE POWER

 

Not applicable

8

SHARED DISPOSITIVE POWER

 

9,771,999(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,771,999(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.20%(2)

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

                 

 

  (1) Includes (i) 3,995,641 common shares, (ii) 4,162,200 common shares issuable upon the exercise of currently exercisable warrants and (iii) 1,614,158 common shares issuable upon the conversion of currently convertible notes. Mr. Hoare is a director of Pacific Road Capital Management GP II Limited and disclaims beneficial ownership of these securities, which are held directly by Pacific Road Resources Fund II L.P.
  (2) The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of common shares, no par value, disclosed as outstanding by the Issuer in its Notices of Special Meetings and Joint Management Information Circular dated December 20, 2019, furnished on Form 6-K with the Commission on December 27, 2019.

 

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inderjit Singh

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

  
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

Not applicable

6

SHARED VOTING POWER

 

9,771,999(1)

7

SOLE DISPOSITIVE POWER

 

Not applicable

8

SHARED DISPOSITIVE POWER

 

9,771,999(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,771,999(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.20%(2)

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

                 

 

  (1) Includes (i) 3,995,641 common shares, (ii) 4,162,200 common shares issuable upon the exercise of currently exercisable warrants and (iii) 1,614,158 common shares issuable upon the conversion of currently convertible notes. Mr. Singh is a director of Pacific Road Capital Management GP II Limited and disclaims beneficial ownership of these securities, which are held directly by Pacific Road Resources Fund II L.P.
  (2) The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of common shares, no par value, disclosed as outstanding by the Issuer in its Notices of Special Meetings and Joint Management Information Circular dated December 20, 2019, furnished on Form 6-K with the Commission on December 27, 2019.

 

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Pacific Road Resources Fund II

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

  
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

Not applicable

6

SHARED VOTING POWER

 

1,367,990(1)

7

SOLE DISPOSITIVE POWER

 

Not applicable

8

SHARED DISPOSITIVE POWER

 

1,367,990(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,367,990(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.20%(2)

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

                 

 

  (1) Includes (i) 559,353 common shares, (ii) 582,670 common shares issuable upon the exercise of currently exercisable warrants and (iii) 225,967 common shares issuable upon the conversion of currently convertible notes.
  (2) The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of common shares, no par value, disclosed as outstanding by the Issuer in its Notices of Special Meetings and Joint Management Information Circular dated December 20, 2019, furnished on Form 6-K with the Commission on December 27, 2019.

 

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Pacific Road Capital Management Pty Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

  
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

Not applicable

6

SHARED VOTING POWER

 

1,367,990(1)

7

SOLE DISPOSITIVE POWER

 

Not applicable

8

SHARED DISPOSITIVE POWER

 

1,367,990(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,367,990(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.20%(2)

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

                 

 

  (1) Includes (i) 559,353 common shares, (ii) 582,670 common shares issuable upon the exercise of currently exercisable warrants and (iii) 225,967 common shares issuable upon the conversion of currently convertible notes.
  (2) The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of common shares, no par value, disclosed as outstanding by the Issuer in its Notices of Special Meetings and Joint Management Information Circular dated December 20, 2019, furnished on Form 6-K with the Commission on December 27, 2019.

 

 

Item 1.

 

  (a) Name of Issuer:

 

Equinox Gold Corp.

 

  (b) Address of Issuer’s Principal Executive Offices:

 

700 West Pender Street, Suite 1501, Vancouver, British Columbia, V6C 1G8

 

Item 2.

 

  (a) Name of Person Filing:

 

  (i) Pacific Road Resources Fund II L.P.

 

  (ii) Pacific Road Capital Management GP II Limited

 

  (iii) Padraig Hoare

 

  (iv) Inderjit Singh

 

  (v) Pacific Road Resources Fund II

 

  (vi) Pacific Road Capital Management Pty Limited

 

  (b) Address of Principal Business Office or, if none, Residence:

 

  (i) 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands

 

  (ii) 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands

 

  (iii) 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands

 

  (iv) 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands

 

  (v) Level 2, 88 George Street Sydney, NSW 2000 Australia

 

  (vi) Level 2, 88 George Street Sydney, NSW 2000 Australia

 

  (c) Citizenship:

 

  (i) United Kingdom

 

  (ii) Cayman Islands

 

  (iii) Cayman Islands

 

  (iv) Cayman Islands

 

  (v) Australia

 

 

  (vi) Australia

 

  (d) Title of Class of Securities:

 

Common Shares, no par value

 

  (e) CUSIP Number: 29446Y502

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.  Ownership.

 

  (a) Amount Beneficially Owned: The responses of the Reporting Persons to Rows (5) through (11) of the cover pages of this Statement are incorporated herein by reference.

 

  (b) Percent of Class:  The responses of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated herein by reference.

 

  (c) Number of shares as to which the person has: The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference.

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.  Identification and Classification of Member of the Group.

 

Not applicable.

 

Item 9.  Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.  Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

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.

 

  Pacific Road Resources Fund II L.P.
   
  February 14, 2020
  Date
   
  /s/ Padraig Hoare
  Signature
   
  Padraig Hoare / Authorized Signatory
  Name/Title

 

  Pacific Road Capital Management GP II Limited
   
  February 14, 2020
  Date
   
  /s/ Padraig Hoare
  Signature
   
  Padraig Hoare / Authorized Signatory
  Name/Title
   
  Padraig Hoare
   
  February 14, 2020
  Date
   
  /s/ Padraig Hoare
  Signature
   
  Inderjit Singh
   
  February 14, 2020
  Date
   
  /s/ Inderjit Singh
  Signature
   
  Pacific Road Resources Fund II
   
  February 14, 2020
  Date
   
  /s/ Adrian Martin
  Signature

 

   
  Adrian Martin  / Authorized Signatory
  Name/Title
   
  Pacific Road Capital Management Pty Limited
   
  February 14, 2020
  Date
   
  /s/ Adrian Martin
  Signature
   
  Adrian Martin / Director
  Name/Title

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AGREEMENT OF JOINT FILING

 

Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned.

 

  Pacific Road Resources Fund II L.P.
   
  February 14, 2020
  Date
   
  /s/ Padraig Hoare
  Signature
   
  Padraig Hoare / Authorized Signatory
  Name/Title

 

  Pacific Road Capital Management GP II Limited
   
  February 14, 2020
  Date
   
  /s/ Padraig Hoare
  Signature
   
  Padraig Hoare / Authorized Signatory
  Name/Title
   
  Padraig Hoare
   
  February 14, 2020
  Date
   
  /s/ Padraig Hoare
  Signature
   
  Inderjit Singh
   
  February 14, 2020
  Date
   
  /s/ Inderjit Singh
  Signature
   
  Pacific Road Resources Fund II
   
  February 14, 2020
  Date
   

 

  /s/ Adrian Martin
  Signature
   
  Adrian Martin  / Authorized Signatory
  Name/Title
   
  Pacific Road Capital Management Pty Limited
   
  February 14, 2020
  Date
   
  /s/ Adrian Martin
  Signature
   
  Adrian Martin / Director
  Name/Title