Equinox Gold Corp (EQX) 6-K, filed Mar 15, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANTTO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2021.

Commission File Number 001-39038

EQUINOX GOLD CORP.
(Translation of registrant’s name into English)
700 West PenderStreet, Suite 1501<br><br> <br>Vancouver, BritishColumbia<br><br> <br>V6C 1G8
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(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F	o	Form<br> 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EQUINOX GOLD CORP.
Date:<br> March 15, 2021	/s/<br> Susan Toews
	Name:	Susan Toews
	Title:	General Counsel

INDEX TO EXHIBITS

99.1	Material<br> Change Report

EXHIBIT 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1:	Name and Address of Company
	Equinox Gold Corp. (the “Company” or “Equinox Gold”)
	Suite 1501 - 700 West Pender Street
	Vancouver, British Columbia
	V6C 1G8
Item 2:	Date of Material Change
	March 3, 2021
Item 3:	News Release
	A news release announcing the material change was issued on March 3, 2021through Cision. The news release was filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
Item 4:	Summary of Material Change
	Further to the Company’s news release on December 16, 2020, Equinox Gold plans to complete a non-brokered private placement of subscription receipts at a price of C$10.00 per subscription receipt (each, a “Subscription Receipt”) for gross proceeds of C$75 million (the “Private Placement”). The Private Placement is fully underwritten by the Company’s Chairman, Ross Beaty, and other insiders of Equinox Gold will also be participating in the Private Placement.
Item 5.1:	Full Description of Material Change
	Further to the Company’s news release on December 16, 2020, Equinox Gold plans to complete the Private Placement. Each Subscription Receipt will entitle the holder to receive one common share of Equinox Gold (each, a “Common Share”) on satisfaction of certain conditions, including completing the transaction with Premier Gold Mines Limited. The Private Placement is subject to completion of definitive documentation, customary closing conditions and regulatory approvals, including the approval of the Toronto Stock Exchange for the pricing and other terms of the Private Placement.
	The Private Placement is fully underwritten by the Company’s Chairman, Ross Beaty, and will include participation by the following insiders (the “Insiders”):
	Directors - Ross Beaty, Christian Milau, Marshall Koval, Dr. Sally Eyre, Gordon Campbell.
	Officers - Greg Smith, Scott Heffernan, Rhylin Bailie.
	Mr. Beaty currently holds approximately 7.8% of the issued and outstanding Common Shares and following completion of the Private Placement, it is anticipated he will hold 7.21%. Mr. Milau currently holds approximately 0.12% of the issued and outstanding Common Shares and following completion of the Private Placement, it is anticipated he will hold 0.09%. Mr. Koval currently holds approximately 0.07% of the issued and outstanding Common Shares and following completion of the Private Placement, it is anticipated he will hold 0.05%. Mr. Campbell currently holds approximately 0.01% of the issued and outstanding Common Shares and following completion of the Private Placement, it is anticipated he will hold 0.009%. Dr. Eyre currently holds approximately 0.00% of the issued and outstanding Common Shares and following completion of the Private Placement, it is anticipated she will hold 0.0006%. Mr. Heffernan currently holds approximately 0.04% of the issued and outstanding Common Shares and following completion of the Private Placement, it is anticipated he will hold 0.03%. Ms. Bailie currently holds approximately 0.01% of the issued and outstanding Common Shares and following completion of the Private Placement, it is anticipated she will hold 0.01%. Mr. Smith currently holds approximately 0.12% of the issued and outstanding Common Shares and following completion of the Private Placement, it is anticipated he will hold 0.09%.
	As a director or officer of Equinox Gold, each Insider is a related party of Equinox Gold for the purposes of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The issuance of the Common Shares to the Insiders pursuant to the Private Placement constitutes a “related party transaction” under MI 61-101 (the “Related Party Transaction”) because it involves the issuance by Equinox Gold of securities to a related party. Equinox Gold is relying on the fair market value not more than 25% of market capitalization exemption set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101 to be exempted from the MI 61-101 requirement for a formal valuation and minority shareholder approval with respect to the issuance of the Common Shares to the Insiders pursuant to the Related Party Transaction. The fair market value of the Related Party Transaction does not exceed 25% of the market capitalization of Equinox Gold, calculated in accordance with MI 61-101.
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	The board of directors approved the Related Party Transaction with all conflicted directors disclosing their interest and abstaining from voting on the resolution. An independent committee of the board of directors of Equinox Gold also approved the pricing of the Private Placement.
	This material change report is not being filed more than 21 days prior to closing of the Private Placement due to there being less than 21 days between the effective date of the subscription agreement between the Insiders and the Company and the closing date of the Private Placement.
Item 5.2:	Disclosure for Restructuring Transactions
	Not applicable.
Item 6:	Reliance on subsection 7.1(2) of National Instrument 51-102
	Not applicable.
Item 7:	Omitted Information
	Not applicable.
Item 8:	Executive Officer
	Susan Toews
	General Counsel
	Telephone: (604) 558-0560
Item 9:	Date of Report
	March 15, 2021

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Equinox Gold Corp 6-K, filed Mar 15, 2021

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