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 nominal cash) for Orla shares, resulting in a combined entity where former Equinox and Orla shareholders will hold approximately 67% and 33% ownership, respectively.
• The merger creates North America’s largest senior gold producer with ~1.1M oz annual production, ~23M oz in reserves, and ~$1.4B in combined 2026 free cash flow, with closing expected in Q3 2026 pending remaining regulatory and shareholder approvals.

Key Details

• Transaction Structure: Proposed plan of arrangement to acquire all outstanding common shares of Orla Mining Ltd. (TSX: OLA; NYSE American: ORLA).
• Exchange Terms: Each Orla share will be exchanged for 1.00 Equinox Gold common share and US$0.0001 in cash.
• Post-Merger Ownership: Existing Equinox Gold shareholders will own ~67%; former Orla shareholders will own ~33% of the combined company.
• Corporate Identity: The combined entity will retain the name Equinox Gold Corp. and continue trading under the ticker “EQX” on the TSX and NYSE American.
• Shareholder Meeting & Voting: 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. Shareholders may vote online, by phone, by mail, or in person; a webcast is available for viewing only.
• Production & Reserves: Combined entity will be North America’s new senior gold producer with ~1.1 million ounces of 2026 gold production and ~23 million ounces of Proven & Probable Mineral Reserves.
• Growth Profile: Targets >1.9 million ounces annually, with >800,000 ounces of near-term organic growth driven by the Valentine Phase 2 expansion, Castle Mountain, South Railroad, Los Filos, and Camino Rojo underground projects.
• Asset Portfolio: Six producing mines and four growth projects across Canada, USA, Mexico, and Nicaragua, including 100% ownership of three cornerstone Canadian mines expected to produce 685,000 ounces in 2026.
• Financial Metrics: Combined free cash flow profile of ~$1.4 billion in 2026 (based on analyst consensus) and ~$1.4 billion of total available liquidity (as of March 31, 2026).
• Regulatory & Closing Conditions: Received Canadian Competition Bureau no-action letter on June 1, 2026, and TSX listing approval. Remaining conditions include shareholder approval, court approval, Mexican competition authorization, NYSE American listing approval, and customary conditions. Expected to close in Q3 2026.
• Management & Board: Key additions to both the Board and management team to form a leadership team focused on operational excellence, disciplined capital allocation, and responsible mining.
• Voting Assistance: Shareholders with questions can contact Laurel Hill Advisory Group at 1-877-452-7184 (North America) or 1-416-304-0211 (international), or via email at [email protected]. Personalized control numbers are required for voting and are located on the proxy/voting instruction form.
• Meeting Materials: Management information circular distributed by mail; available for download at www.equinoxgold.com/shareholder-events, SEDAR+, and EDGAR.