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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Equinox Gold Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
29446Y502 (CUSIP Number) |
Ross Beaty 1130 - 400 Burrard Street, Vancouver, A1, V6C 3A6 604-806-3173 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 29446Y502 |
| 1 |
Name of reporting person
BEATY, ROSS J. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
27,156,292.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents 27,156,292 shares, comprised of (i) 23,988,890 Common Shares held by Ross Beaty, (ii) 102,402 Common Shares issuable on the conversion of restricted stock units ("RSUs") held by Ross Beaty and (iii) 3,065,000 Common Shares held by Kestrel Holdings Ltd. a limited company organized under the laws of the Province of British Columbia, wholly-owned and controlled by Ross Beaty. Ownership of 3.5% is based on 784,878,779 Common Shares outstanding, calculated as follows: (i) 784,776,377 Common Shares outstanding as of November 5, 2025 plus (ii) 102,402 Common Shares issuable on the conversion of RSUs held by Ross Beaty.
SCHEDULE 13D
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| CUSIP No. | 29446Y502 |
| 1 |
Name of reporting person
Kestrel Holdings Ltd. | ||||||||
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,065,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
Equinox Gold Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
700 West Pender St, Suite 1501, Vancouver,
BRITISH COLUMBIA, CANADA
, V6C 1G8. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D (the "Statement") is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on March 17, 2020, as amended by Amendment No. 1 dated April 7, 2021, Amendment No. 2 dated April 26, 2024 and Amendment No. 3 dated January 14, 2025 with respect to the Common Shares, no par value (the "Common Shares") of Equinox Gold Corp., a company incorporated in British Columbia, Canada (the "Company"), whose principal executive offices are located at 700 West Pender St, Suite 1501, Vancouver, A1 V6C 1G8. Except as otherwise provided herein, each Item of the Statement remains unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
The percentages used herein for Ross Beaty are calculated based on 784,878,779 Common Shares outstanding, calculated as follows: 784,776,377 Common Shares reported by the Issuer as outstanding as of November 5, 2025 plus (ii) 102,402 Common Shares issuable on the conversion of RSUs held by Ross Beaty.
The percentages used herein for Kestrel Holdings Ltd. are calculated based on 784,776,377 Common Shares reported by the Issuer as outstanding as of November 5, 2025. | |
| (b) | Item 5(b) is hereby amended and restated as follows:
27,156,292 shares, comprised of (i) 23,988,890 Common Shares held by Ross Beaty, (ii) 102,402 Common Shares issuable on the conversion of restricted stock units ("RSUs") held by Ross Beaty and (iii) 3,065,000 Common Shares held by Kestrel Holdings Ltd. a limited company organized under the laws of the Province of British Columbia, wholly-owned and controlled by Ross Beaty. | |
| (e) | Item 5(e) is hereby amended and restated as follows:
As of January 15, 2026, as the result of the dilution of the Issuer's shares, Ross Beaty ceased to be the beneficial owner of more than five percent of the class of securities.
This Statement represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | |
| 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.
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