*
|
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 disclosures provided in a prior cover page.
|
CUSIP No. 29446Y502
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|||||||
1
|
NAME OF REPORTING PERSONS
Mubadala Investment Company PJSC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) □ (b) □
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
□
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||||
8
|
SHARED VOTING POWER
44,761,905 (1)
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
44,761,905 (1)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,761,905 (1)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
□
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% (1)(2)
|
||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 29446Y502
|
|||||||
1
|
NAME OF REPORTING PERSONS
Mamoura Diversified Global Holding PJSC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) □ (b) □
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
□
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||||
8
|
SHARED VOTING POWER
44,761,905 (1)
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
44,761,905 (1)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,761,905 (1)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
□
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% (1)(2)
|
||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 29446Y502
|
|||||||
1
|
NAME OF REPORTING PERSONS
MDC Industry Holding Company LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) □ (b) □
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
□
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||||
8
|
SHARED VOTING POWER
20,000,000 (1)
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
20,000,000 (1)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000 (1)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
□
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (1)(2)
|
||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 29446Y502
|
|||||||
1
|
NAME OF REPORTING PERSONS
Ninety Fourth Investment Company LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) □ (b) □
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
□
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||||
8
|
SHARED VOTING POWER
24,761,905
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
24,761,905
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,761,905
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
□
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (1)
|
||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
Item 2.
|
Identity and Background
|
(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 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit
|
|
Description
|
99.1
|
|
Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.
|
99.2
99.3
|
Bid Letter Term Sheet, dated October 3, 2024, by and among Ninety Fourth Investment Company LLC, BMO Nesbitt Burns Inc., and Equinox Gold
Corp (incorporated by reference to Exhibit 99.2 to the Issuer’s Form 6-K, filed with the SEC on October 3, 2024).
Underwriting Agreement, dated October 4, 2024, by and among Ninety Fourth Investment Company LLC, BMO Nesbitt Burns Inc., and Equinox Gold
Corp (incorporated by reference to Exhibit 99.1 to the Issuer’s Form 6-K, filed with the SEC on October 4, 2024).
|
By:
|
|
/s/ Andre Namphy
|
Name:
|
|
Andre Namphy
|
Title:
|
|
Authorized Signatory
|
By:
|
|
/s/ Andre Namphy
|
Name:
|
|
Andre Namphy
|
Title:
|
|
Authorized Signatory
|
By:
|
|
/s/ Andre Namphy
|
Name:
|
|
Andre Namphy
|
Title:
|
|
Authorized Signatory
|
By:
|
|
/s/ Andre Namphy
|
Name:
|
|
Andre Namphy
|
Title:
|
|
Authorized Signatory
|
Name
|
Present Principal Occupation or Employment
|
Business Address
|
Citizenship
|
Directors
|
|
|
|
His Highness Sheikh Mansour bin Zayed Al Nahyan
|
Vice President, Deputy Prime Minister and Minister of the Presidential Court of the United Arab Emirates, Chairman
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
His Highness Sheikh Theyab bin Mohamed Al Nahyan
|
Member
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
His Excellency Khaldoon Khalifa Al Mubarak
|
Managing Director and Group Chief Executive Officer, Mubadala Investment Company
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
His Excellency Dr. Sultan Ahmed Al Jaber
|
Minister of Industry and Advanced Technology, Member
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
His Excellency Suhail Mohamed Faraj Al Mazrouei
|
Cabinet Member and Minister of Energy & Infrastructure
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
His Excellency Saif Saeed Al Ghobash
|
Secretary-General of Abu Dhabi Executive Council, Member
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
His Excellency Abdulhamid Mohammed Saeed
|
Member
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Executive Officers
|
|
|
|
His Excellency Khaldoon Khalifa Al Mubarak
|
Managing Director and Group Chief Executive Officer
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Waleed Al Mokarrab Al Muhairi
|
Deputy Group Chief Executive Officer
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Homaid Abdulla Al Shimmari
|
Deputy Group CEO, Chief Corporate & Human Capital Officer
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Carlos Antoine Obeid
|
Chief Financial Officer
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Samer Saleh Halawa
|
Chief Legal Officer
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Camilla Macapili Languille
|
Deputy Chief Executive Officer, Direct Investments
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
Canada
|
Luca Molinari
|
Deputy Chief Executive Officer, Direct Investments
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
Italy
|
Hani Ahmed Hussain Barhoush
|
Chief Executive Officer, Diversified Investments
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
United States
|
Dr. Bakheet Saeed Bakheet Salem Al Katheeri
|
Chief Executive Officer, UAE Investments
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Ahmed Saeed Al Calily
|
Chief Strategy and Risk Officer
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Saeed Mohamed Al Mazrouei
|
Managing Director and CEO, Abu Dhabi Investment Counsel
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Khaled Salem Al Shamlan
|
Chief Executive Officer, Real Estate & Infrastructure Investments
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Mamoura Diversified Global Holding PJSC
|
|||
|
|
|
|
Name
|
Present Principal Occupation or Employment
|
Business Address
|
Citizenship
|
Waleed Al Mokarrab Al Muhairi
|
Chairman
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Homaid Abdulla Al Shimmari
|
Deputy Group CEO, Chief Corporate & Human Capital Officer, Mubadala Investment Company
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Carlos Antoine Obeid
|
Chief Financial Officer, Mubadala Investment Company
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
UAE
|
Samer Saleh Halawa
|
Chief Legal Officer, Mubadala Investment Company
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
Jordan
|
MDC Industry Holding Company LLC
|
|||
Name
|
Present Principal Occupation or Employment
|
Business Address
|
Citizenship
|
Danny Dweik
|
Director
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
Canada
|
Rajesh Gopalakrishnan
|
Chief Financial Officer, Direct Investments, Mubadala Investment Company
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
India
|
Andre Namphy
|
General Counsel, Direct Investments, Mubadala Investment Company
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
USA
|
Ninety Fourth Investment Company LLC | |||
Name
|
Present Principal Occupation or Employment
|
Business Address
|
Citizenship
|
Kofi Aduku
|
Executive Director, Treasury & Investor Relations, Mubadala Investment Company
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
United Kingdom
|
Muhammad Tashlim Baureck
|
Executive Director, Financial Governance & Reporting, Mubadala Investment Company
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
Mauritius
|
Emma Al Jahouri
|
General Counsel – Group Finance & Capital Markets, Mubadala Investment Company
|
P.O. Box 45005, Abu Dhabi, United Arab Emirates
|
United Kingdom
|
By:
|
|
/s/ Andre Namphy
|
Name:
|
|
Andre Namphy
|
Title:
|
|
Authorized Signatory
|
By:
|
|
/s/ Andre Namphy
|
Name:
|
|
Andre Namphy
|
Title:
|
|
Authorized Signatory
|
By:
|
|
/s/ Andre Namphy
|
Name:
|
|
Andre Namphy
|
Title:
|
|
Authorized Signatory
|
By:
|
|
/s/ Andre Namphy
|
Name:
|
|
Andre Namphy
|
Title:
|
|
Authorized Signatory
|