Equinox Gold Announces Filing and Mailing of Meeting Materials for the Special Meeting of Shareholders to Approve Business Combination with Orla Mining

Executive Summary

• Equinox Gold Corp. is convening a special shareholder meeting on July 22, 2026, to vote on a proposed plan of arrangement to acquire Orla Mining Ltd.
• The transaction involves a 1:1 share exchange plus a nominal cash payment, resulting in a combined entity where existing Equinox and former Orla shareholders will hold approximately 67% and 33% ownership, respectively.
• The merger creates North America’s new senior gold producer with ~1.1M oz annual production, ~23M oz Proven & Probable reserves, and ~$1.4B in combined 2026 free cash flow, with closing expected in Q3 2026 pending remaining approvals.

Key Details

• Meeting & Voting Schedule: Special meeting scheduled for July 22, 2026, at 9:00 am Vancouver time; proxy voting deadline is July 20, 2026, at 9:00 am Vancouver time.
• Transaction Structure: Ordinary resolution requiring a simple majority of votes cast; each Orla share exchanged for 1.00 Equinox Gold common share and US$0.0001 in cash.
• Post-Merger Ownership & Ticker: Combined company retains name Equinox Gold Corp., continuing to trade on the TSX and NYSE American under ticker “EQX”.
• Production & Reserves: Combined entity will produce ~1.1 million ounces of gold in 2026, underpinned by ~23 million ounces of Proven & Probable Mineral Reserves.
• Growth Profile: Clear path to >1.9 million ounces annually, including >800,000 ounces of near-term organic growth from North American assets (Valentine Phase 2, Castle Mountain, South Railroad, Los Filos, Camino Rojo).
• Canadian Operations: 100% ownership of three cornerstone Canadian mines expected to collectively produce 685,000 ounces in 2026, with potential for mine life extension and exploration upside.
• Financial Position: Combined free cash flow profile of ~$1.4 billion in 2026 (based on current analyst consensus); ~$1.4 billion total available liquidity as of March 31, 2026.
• Asset Portfolio: Six producing mines and four growth projects across four North American jurisdictions (Canada, USA, Mexico, Nicaragua).
• Regulatory & Closing Conditions: Canadian Competition Bureau approval received June 1, 2026; TSX listing approval received. Remaining conditions include shareholder approval, court approval, Mexican competition authorization, NYSE American listing approval, and customary closing conditions.
• Expected Closing: Q3 2026, subject to satisfaction of remaining conditions.
• Shareholder Assistance: Laurel Hill Advisory Group retained for proxy solicitation and shareholder communications; webcast available for viewing only (no voting via webcast).