Equinox Gold, Orla Mining agree to an at-market combination

Equinox Gold (EQX) and Orla Mining (ORLA) are pleased to announce that the companies have entered into a definitive arrangement agreement for an at-market combination to create a new North American senior gold producer with approximately 1.1M ouncesi of expected annual gold production and an $18.5B implied market capitalization. The combined company will be anchored by three long-life Canadian gold mines, with a clear path to more than 1.9M ouncesii of annual gold production from an internally funded North American growth pipeline. Pursuant to the Agreement, Equinox will acquire all of the issued and outstanding common shares of Orla pursuant to a court-approved plan of arrangement. The combined company will continue under the name “Equinox Gold Corp.” Under the terms of the Agreement, Orla shareholders will receive 1.00 Equinox common share and a nominal cash payment of $0.0001 for each Orla common share held immediately prior to the effective time of the Transaction. Upon completion of the Transaction, existing Equinox shareholders and former Orla shareholders will own approximately 67% and 33% of the outstanding common shares of the combined company, respectively, on a fully diluted in-the-money basis. In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals, including both Canadian and Mexican competition authorization, approval of the listing of the Equinox common shares to be issued under the Transaction on the Toronto Stock Exchange and the NYSE American Exchange, and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the Transaction is expected to close in Q3 2026. The Agreement includes customary deal protections, including non-solicitation covenants, the right to match any superior proposals, and reciprocal fiduciary-out provisions. Additionally, break fees in the amount of $475M and $250M are payable by Equinox and Orla, respectively, in certain circumstances. In addition, reciprocal expense reimbursement fees are also payable, in certain circumstances.