Equinox Gold and Orla Mining Combine to Create North America's New Senior Gold Producer: Built to Grow, Built to Last

Orla Mining and Equinox Gold have entered into a definitive arrangement agreement for an at‑market business combination that will create a new senior North American gold producer. Orla shareholders will receive 1.00 common share of Equinox plus a nominal $0.0001 cash payment for each Orla share held. Post‑closing, existing Equinox shareholders will own approximately 67% and former Orla shareholders about 33% of the combined company (fully diluted in‑the‑money basis). The pro‑forma enterprise is expected to produce roughly 1.1 million ounces of gold in 2026, generate $1.4 billion in free cash flow, and hold 22.7 million ounces of Proven & Probable reserves. Annual output is forecast to grow to more than 1.9 million ounces through an internally funded pipeline anchored by three long‑life Canadian mines – Greenstone, Valentine and Musselwhite. The transaction implies a combined market capitalization of $18.5 billion and is expected to close in Q3 2026, subject to court, regulatory and shareholder approvals.

The merger is unequivocally transformative for Orla shareholders. Rather than a standalone mid‑tier producer, they become part of a senior gold company with substantially greater scale, market liquidity and financial firepower. The combined entity’s estimated $1.4 billion free cash flow in 2026 and $1.4 billion of available liquidity eliminate any lingering capital‑needs concerns for the South Railroad build‑out or Camino Rojo underground development. The at‑market nature of the deal suggests no immediate control premium, but the strategic logic – adding Orla’s Musselwhite and Camino Rojo to Equinox’s portfolio while creating a peer‑leading growth profile – is likely to command a higher trading multiple than either company alone. For Orla, the transaction represents a full exit from standalone status; the implied value of about $6.1 billion for the Orla equity (33% of $18.5 billion) is roughly in line with its last close, yet the upside from a potential re‑rate of the merged entity could deliver future gains. Importantly, the deal de‑risks Orla’s execution risks (South Railroad permitting, Camino Rojo labour challenges) by embedding them in a larger, better‑capitalized organization. The merger qualifies as a “Material – Game Changer” because it is a takeover/M&A event that fundamentally alters the company’s market cap, operating profile and risk profile.

Orla Mining is a gold producer with a diversified portfolio of long‑life assets in Canada, Mexico and the United States. Its cornerstone operations are: - Musselwhite (Ontario, Canada): A high‑grade underground mine producing over 200 koz annually (203,856 oz in 2025). Recent exploration has confirmed mineralized zones extending more than two kilometres down‑plunge, suggesting decades of additional mine life. - Camino Rojo (Zacatecas, Mexico): An open‑pit heap‑leach operation that produced 96,764 oz in 2025. Permits are now in hand to complete the oxide pit and begin an exploration decline for a large underground sulphide project (PEA showing $1.3 B NPV 5% at base case gold). - South Railroad / South Carlin Complex (Nevada, USA): A feasibility‑stage, construction‑ready project with an after‑tax NPV 5% of $783 M ($1.7 B at spot gold) and initial capex of $395 M. Construction is targeted to start in mid‑2026. The broader South Carlin land package offers substantial exploration upside.

The merger will combine these assets with Equinox’s Greenstone, Valentine and other mines, creating a production base of 1.1 Moz in 2026.