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

Published: 2026-05-14 10:23:31 ET EQX

Published on 05/14/2026 at 10:23 am EDT

VANCOUVER, BC - Equinox Gold Corp. (TSX: EQX) (NYSE American: EQX) ('Equinox') and Orla Mining Ltd. (TSX: OLA) (NYSE American: ORLA) ('Orla', and together with Equinox, the 'Companies') 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 1.1 million ounces of expected annual gold production and an $18.5 billion implied market capitalization.

The combined company will be anchored by three long-life Canadian gold mines, with a clear path to more than 1.9 million ounces[ii] 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 'Transaction'). The combined company will continue under the name 'Equinox Gold Corp.' ('Equinox Gold'). All dollar amounts are in United States dollars unless otherwise indicated.

Under the terms of the Agreement, Orla shareholders will receive 1.00 Equinox common share (the 'Exchange Ratio') and a nominal cash payment of $0.0001 for each Orla common share held immediately prior to the effective time of the Transaction (the 'Effective Time'). 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.

Strategic Rationale of the Transaction

The combination of Equinox and Orla creates

North America's new senior gold producer: 1.1 million ounces of expected annual gold production from a highly complementary portfolio of six North American mines, underpinned by a significant endowment of approximately 23 million ounces of Proven & Probable Mineral Reserves

Peer leading, growth profile to more than 1.9 million ounces annually: Clear path to more than 800,000 ouncesii of near-term gold production growth from the Valentine phase 2 expansion in Canada, South Railroad and Castle Mountain in the U.S., and Los Filos and Camino Rojo underground in Mexico

Second largest producer of Canadian gold: Equinox's Greenstone mine ('Greenstone') in Ontario, its Valentine mine ('Valentine') in Newfoundland & Labrador, and Orla's Musselwhite mine ('Musselwhite') in Ontario, are expected to collectively produce 685,000 ounces of gold in 2026i, with significant potential for production growth and mine life extension from expansion and exploration upside

Substantial free cash flow generation and robust financial position: Combined free cash flow profile of approximately $1.4 billion in 2026 based on current analyst consensus estimates; combined entity expected to have $1.4 billion of total available liquidityiv to drive growth and continued shareholder returns

Industry leading value creation team of mine builders and operators: A proven track record of shareholder value creation led by Chuck Jeannes, Darren Hall, and Jason Simpson, with ongoing support from Ross Beaty, Pierre Lassonde, and Prem Watsa and certain affiliates of Fairfax Financial Holdings Limited

Balanced portfolio offers scale and optionality: Six producing assets and four growth projects across four countries (Canada, U.S., Mexico, and Nicaragua) provide immediate operating strength, project sequencing flexibility, known near-mine exploration upside, and longer-term optionality

Significant re-rate potential based on peers' valuation: Combined company offers greater scale, lower risk, peer-leading production growth underpinned by a sizeable Mineral Reserve endowment, and superior free cash flow, providing significant re-rating potential

Darren Hall, Chief Executive Officer of Equinox, stated: 'Today is an incredibly exciting day for both Equinox and Orla shareholders as we announce a business combination that creates a senior North American gold producer with increased scale, high-quality long-life assets, and one of the strongest organic growth pipelines in the sector. The combined company will produce 1.1 million ounces of gold in 2026 from a North American portfolio and enables a funded, tier-1 platform with the capacity to deliver a 70% growth trajectory to 1.9 million ounces, all while maintaining jurisdictional simplicity. By combining our operating teams, financial strength, and complementary asset bases, we are creating a differentiated North American gold producer with the scale, growth profile, and asset quality to drive a meaningful re-rate and deliver long-term value for shareholders.'

Jason Simpson, President and Chief Executive Officer of Orla, stated: 'Orla was built on a simple idea: Acquire the right assets, develop them with discipline, and operate them well. That philosophy fits naturally with what Equinox has built-two companies with complementary assets, shared values, and a track record of continued execution and delivering on operational results. Together, we have the production base, the balance sheet, and the team to compete at a level otherwise unattainable by either company on its own - combined, this is a truly special company. The Canadian cornerstone assets provide the foundation that very few gold producers can match, and I am proud of what both teams have built to get here. With continued operational focus, we will have substantial financial flexibility to fund our peer-leading growth and continue to return capital to shareholders.'

Transaction Overview

The Transaction combines two North America-focused gold producers, creating a highly complementary portfolio of operating mines in four countries anchored by three high-quality, long-life, low-cost Canadian gold mines. In 2026, Equinox's Greenstone and Valentine mines are expected to produce 450,000 ouncesi of gold, with Orla's Musselwhite mine in Ontario expected to contribute another 235,000 ouncesi of production. At nearly 700,000 ounces of expected annual gold production from Canada, the combined company will be the second largest producer of Canadian gold.

This cornerstone Canadian production is supported by 75,000 ounces of expected gold production from the U.S., 115,000 ounces from Mexico and 225,000 ounces of gold from Nicaragua, immediately establishing a senior gold producer with 1.1 million ouncesi of expected gold production in 2026.

In addition, the combined company has a clear near-term path to increase annual production by more than 800,000 ounces of gold from a pipeline of advanced expansion and development projects in the U.S. (350,000 ounces[v]) and Mexico (495,000 ounces[vi]) with this organic growth expected to be funded from operating cash flow and available liquidity. Importantly, all growth projects have established Mineral Reserves. Combined, Equinox Gold will have 22.7 million ounces of Proven & Probable Mineral Reserves, 25.1 million ounces of Measured & Indicated Mineral Resources, exclusive of Mineral Reserves, and 13.0 million ounces of Inferred Mineral Resources.

Equinox Gold will benefit from the expertise and successful track record of well-respected industry leaders, led by Chuck Jeannes as Chair of the board of directors, Darren Hall as CEO, and Jason Simpson as President, with continued support from Ross Beaty as Chair Emeritus.

Benefits to Shareholders

Combining Equinox and Orla unlocks benefits for both sets of shareholders that would be unavailable on a standalone basis, including: 100% ownership of three cornerstone Canadian mines, creating the second-largest producer of Canadian gold

Creation of a new North American senior gold producer with expected 2026 production of 1.1 million ounces of goldi and an estimated $3.4 billion and $1.4 billion in EBITDA (earnings before interest, taxes, depreciation and amortization)iv and free cash flowiv, respectively, based on current analyst consensus estimates

Clear path to more than 800,000 ouncesii of annual gold production growth from North American assets

Combined entity will be exceptionally positioned to unlock value from its pipeline of growth assets, driven by enhanced financial capacity, greater operating scale and increased flexibility to sequence capital across the portfolio

Enhanced ability to return significant capital to shareholders

Strengthened leadership team with key additions to both the board of directors and management team, all with strong track records of operational excellence

Enhanced capital markets profile with greater scale and liquidity for investors

Improved efficiencies with the combination of two robust complementary operating platforms focused in Canada and the U.S.

Leadership and Governance

Upon closing of the Transaction, the combined company will be led by executives and directors from both Equinox and Orla. Equinox's current Chief Executive Officer, Darren Hall, will remain as Chief Executive Officer, while Orla's current President and Chief Executive Officer, Jason Simpson, will join Equinox Gold's leadership team as President.

The board of directors of the combined company will consist of eleven directors, with Chuck Jeannes as Chair, along with six directors from Equinox and an additional four directors from Orla.

Ross Beaty, Chair of Equinox, stated: 'Great companies are built on strong foundations and strong teams. The combination of Equinox and Orla strengthens our foundation of Canadian production, expands our portfolio of operating gold mines in North America, and combines two excellent operating teams to create a gold mining powerhouse. With improved scale, asset quality, and financial strength, Equinox Gold will be well positioned to deliver long-term value to its shareholders. I'm very excited about our future as an even better gold mining company. While I'll be stepping down as Chair, I will become a Special Advisor to the board, entitled to attend board meetings as a non-voting advisor to contribute as much as I can to the future of this great company.'

Chuck Jeannes, Chair of Orla, stated: 'The best transactions are the ones in which the strategic logic is undeniable and both sets of shareholders come out stronger. This is precisely that kind of transaction. Equinox brings the scale and the platform that complements Orla's portfolio, and Orla brings the assets and operational capability that make Equinox genuinely better. The Orla board reviewed the Transaction carefully and are unanimously supportive. We are confident this is the right outcome for our shareholders.'

Transaction Details and Approximate Timeline

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. Orla's outstanding convertible securities will be treated in accordance with the terms of the Agreement.

The Transaction will be effected pursuant to a court approved plan of arrangement under the Canada Business Corporations Act. The Transaction will require approval by 66 2/3 percent of the votes cast by the shareholders of Orla at a special meeting of Orla shareholders expected to be held in July 2026.

The issuance of Equinox common shares pursuant to the Transaction is subject to approval by the shareholders of Equinox by a simple majority of the votes cast at a special meeting of Equinox shareholders expected to be held in July 2026.

Officers and directors of Orla, Pierre Lassonde, and certain affiliates of Fairfax Financial Holdings Limited, who collectively hold approximately 20% of the outstanding Orla common shares, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Orla common shares in favour of the Transaction, including any Orla common shares acquired prior to the record date on exercise of convertible securities or in the market. If Pierre Lassonde and certain affiliates of Fairfax Financial Holdings Limited exercise their convertible notes, they will hold approximately 9.3% and 15.6%, respectively, on a partially diluted basis, and those shares, if issued on or before the record date, would be required to be voted at the Orla shareholder meeting in favour of the Transaction. Officers and directors of Equinox who hold approximately 4% of the outstanding Equinox common shares have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Equinox common shares in favour of the Transaction, including any Equinox common shares acquired prior to the record date on exercise of convertible securities or in the market.

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 $475 million and $250 million are payable by Equinox and Orla, respectively, in certain circumstances. In addition, reciprocal expense reimbursement fees are also payable, in certain circumstances.

Full details of the Transaction will be included in the respective management information circulars of Equinox and Orla, expected to be mailed to shareholders in June 2026.

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About Equinox

Equinox is a Canadian mining company positioned for growth with a strong foundation of high-quality, long-life gold operations in Canada and across the Americas, and a pipeline of development and expansion projects. Founded and chaired by renowned mining entrepreneur Ross Beaty and guided by a seasoned leadership team with broad expertise, Equinox is focused on disciplined execution, operational excellence and long-term value creation. Equinox offers investors meaningful exposure to gold with a diversified portfolio and clear path to growth.

About Orla

Orla's corporate strategy is to acquire, develop, and operate mineral properties where Orla's expertise can substantially increase stakeholder value. Orla has three material projects, consisting of two operating mines and one development project, all 100% owned by Orla: (1) Camino Rojo, in Zacatecas State, Mexico, an operating gold and silver open-pit and heap leach mine, (2) Musselwhite, in Northwestern Ontario, Canada, an underground gold mine that has been in operation for over 25 years and produced over 6 million ounces of gold, with a long history of resource growth and conversion, and (3) South Railroad, in Nevada, United States, a feasibility-stage, open pit, heap leach gold project located on the Carlin trend in Nevada.

Contact:

Ryan King

Tel: +1 778-998-3700

Email: [email protected]

Andrew Bradbury

Tel: +1 604-564-1852

Email: [email protected]