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

VANCOUVER, British Columbia, (ZM NEWSWIRE) — Equinox Gold Corp. (TSX: EQX, NYSE American: EQX) (“Equinox Gold” or the “Company”) will hold a special meeting of shareholders (“Meeting”) on July 22, 2026 commencing at 9:00 am Vancouver time.
- Your vote is important, regardless of how many shares you own.
- The board of directors of both companies unanimously recommend a vote FOR the Arrangement.
- Shareholders with questions or requiring assistance in voting are asked to contact Laurel Hill Advisory Group by calling 1-877-452-7184 (North America toll-free) or 1-416-304-0211 (international), by texting “INFO” to either 1-877-452-7184 or 1-416-304-0211, or by email at assistance@laurelhill.com.
At the Meeting, Equinox Gold shareholders will be asked to consider, and if deemed advisable, to approve, an ordinary resolution (requiring the affirmative vote of a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting) (“Share Issuance Resolution”) authorizing and approving the issuance of up to 421,770,377 common shares of Equinox Gold (the “Arrangement Shares”) in connection with the proposed acquisition by the Company of all the outstanding common shares of Orla Mining Ltd. (TSX: OLA; NYSE American: ORLA) (“Orla”) by way of a proposed plan of arrangement (“Arrangement”).
Under the terms of the Arrangement, each Orla share will be exchanged for 1.00 Equinox Gold common share and US$0.0001 in cash. If the Arrangement is completed, existing Equinox Gold and former Orla shareholders will own approximately 67% and 33%, respectively, of the combined company.
The combined company will continue under the name Equinox Gold Corp. and will continue trading on the Toronto Stock Exchange (“TSX”) and the NYSE American Stock Exchange (“NYSE American”) under ticker symbol “EQX”.
Your vote is important, no matter how many Equinox Gold shares you hold. The Board of Directors of Equinox Gold has unanimously determined that the Arrangement is in the best interests of Equinox Gold and recommends that shareholders vote FOR the Share Issuance Resolution. The deadline for voting by proxy is 9:00 am (Vancouver time) on July 20, 2026.
Strategic Rationale
Equinox Gold’s Board of Directors and management team believe merging with Orla will accelerate achievement of the Company’s growth and revaluation objectives, delivering greater value to Equinox Gold shareholders than could be achieved on a standalone basis. The combination of Equinox Gold and Orla will create:
- North America’s new senior gold producer: 1.1 million ounces of gold production1 from a highly complementary portfolio of six North American mines, underpinned by a significant gold endowment of approximately 23 million ounces of Proven & Probable Mineral Reserves2;
- Peer leading, growth profile to more than 1.9 million ounces annually: Clear path to more than 800,000 ounces3 of near-term organic gold production growth from North American assets, both enhancing and accelerating Equinox Gold’s growth potential;
- Second largest producer of Canadian gold: 100% ownership of three cornerstone Canadian mines that are expected to collectively produce 685,000 ounces of gold in 20261 with potential for production growth and mine life extension from expansion and exploration upside;
- Enhanced scale and diversification while maintaining jurisdictional simplicity: Highly complementary asset portfolios in Canada, the USA and Mexico, allowing the shareholders of each company to participate in accelerated production growth milestones while maintaining a tier-one North American jurisdictional profile;
- Substantial free cash flow generation and robust financial position: Combined free cash flow profile of approximately $1.4 billion in 20264, based on current analyst consensus estimates, and approximately $1.4 billion of total available liquidity4 to drive growth and continued shareholder returns, while maintaining financial flexibility;
- Industry leading team of mine builders and operators: Key additions to both the Board and management team creates a leadership team with proven track records of delivering enhanced shareholder value across key metrics such as production, Mineral Reserves, cash flow and net asset value, and a shared commitment to operational excellence, disciplined capital allocation and responsible mining;
- Diversified portfolio provides scale and optionality: Six producing mines and four growth projects across four North American countries (Canada, USA, Mexico and Nicaragua) provide immediate operating strength, project sequencing flexibility, known near-mine exploration upside and longer-term optionality;
- Improved capital markets profile and significant re-rate potential: Combined company delivers advantages neither company could achieve on a standalone basis, including increased scale and liquidity, lower risk, peer-leading production growth underpinned by a sizeable Mineral Reserve endowment, and stronger free cash flow, providing significant re-rating potential.
Meeting Materials
Equinox Gold’s management information circular, which includes additional information regarding the background to and anticipated benefits of the Arrangement, the business of the Meeting, and instructions for participating in the Meeting and the voting process (“Meeting Materials”), is being distributed to shareholders by mail. Upon receipt of the Meeting Materials, which contain personalized voting information, shareholders can vote their shares online, by telephone or by mail, or can attend the Meeting and vote in person. Shareholders who cannot attend in person are invited to join an online webcast; however, the webcast is being provided for viewing purposes only. There will be no ability to vote via the webcast.
Attend in Person
Suite 3500, 1133 Melville Street, Vancouver, BC
Attend Online
www.equinoxgold.com/shareholder-events
The Meeting Materials can be downloaded at www.equinoxgold.com/shareholder-events and from Equinox Gold’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. Shareholders must have their personalized control number to vote their shares. The control number is located in the bottom left corner of the proxy or voting instruction form.
The deadline for voting by proxy is 9:00 am (Vancouver time) on July 20, 2026. Beneficial shareholders should vote well in advance, as brokers and intermediaries may impose earlier voting deadlines.
Shareholder Questions & Voting Assistance
Equinox Gold has retained Laurel Hill Advisory Group (“Laurel Hill”) to assist with shareholder communications and proxy solicitation in connection with the Meeting. If you have any questions before the Meeting about the proposed acquisition, Equinox Gold, the Meeting Materials or the voting process, please contact Laurel Hill by calling 1-877-452-7184 (North America toll-free) or 1-416-304-0211 (international), by texting “INFO” to either 1-877-452-7184 or 1-416-304-0211, or by email at assistance@laurelhill.com.
Advance Ruling Certificate & Conditions of Closing
The Company is pleased to advise that on June 1 2026, Equinox Gold received a no action letter from the Canadian Competition Bureau, satisfying the Canadian Competition Approval closing condition for the Arrangement. Approval of the listing of the Arrangement Shares on the TSX has also been received. Remaining conditions include shareholder and court approvals, Mexican competition authorization, approval of the listing of the Arrangement Shares on the NYSE American, and other customary closing conditions. Subject to the satisfaction of the remaining conditions, the Arrangement is expected to close in Q3 2026.
Qualified Person and Technical Information
The scientific and technical information contained in this news release was approved by Matthew MacPhail, P.Eng., Senior Vice President Business Planning and Technical Services for Equinox Gold and a “Qualified Person” under National Instrument 43-101.
1 Mid-point of Equinox Gold’s and Orla’s 2026 guidance, on a full-year basis, as further detailed in the Equinox Gold news release dated January 14, 2026 and the Orla news release dated January 20, 2026, respectively.
2 See Technical Information, Cautionary Note to U.S. Readers Concerning Estimates of Mineral Reserves, and Forward-looking Statements. A full breakdown of Equinox Gold’s mineral reserves and resources is available in its most recently filed Annual Information Form, which is available on Equinox Gold’s profile on SEDAR+ and EDGAR, and on Equinox Gold’s website. A full breakdown of Orla’s mineral reserves and resources is available in its most recently filed Annual Information Form, which is available on Orla’s profile on SEDAR+ and EDGAR, and on Orla’s website.
3 Anticipated production growth comes from completion of the Valentine Phase 2 expansion (Canada) and with Castle Mountain (USA), South Railroad (USA), Los Filos (Mexico) and Camino Rojo underground (Mexico) in production and operating in line with expectations outlined in current technical reports, which technical reports are available under the respective SEDAR+ profiles of Equinox Gold (in the case of Valentine, Castle Mountain and Los Filos) and Orla (in the case of South Railroad and Camino Rojo).
4 Free cash flow is a non-IFRS measure, which are measures with no standardized meaning under International Financial Reporting Standards (“IFRS”) and may not be comparable to similar measures presented by other companies. See Non-IFRS Measures. Total combined liquidity at March 31, 2026 as per Equinox Gold and Orla’s financial results.
Equinox Gold Contact
Ryan King
Executive Vice President, Capital Markets
T: +1 778.998.3700
E: ryan.king@equinoxgold.com
E: ir@equinoxgold.com
This press release is provided by the issuer. The statements and opinions expressed are those of the author and do not necessarily reflect the views of Zeest Media.
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