Exhibit 99.1

NOTICE OF SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

SPECIAL MEETING OF SHAREHOLDERS

9:00 A.M. (VANCOUVER TIME)
JULY 22, 2026
SUITE 3100, PARK PLACE, 666 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2X8

WITH RESPECT TO THE PROPOSED ARRANGEMENT INVOLVING ORLA MINING LTD. AND EQUINOX GOLD CORP.

ORLA MINING LTD.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to an order of the Supreme Court of British Columbia (the “Court”) dated June 19, 2026 (the “Interim Order”), a special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Company Shares”) of Orla Mining Ltd. (“Orla” or the “Company”) will be held at Suite 3100, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8 on July 22, 2026 at 9:00 a.m. (Vancouver time), subject to any adjournment or postponement thereof, for the following purposes:

Specific details of the matters to be put before the Meeting are set forth in the accompanying Circular. The Arrangement Agreement has been filed under Orla’s issuer profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

The board of directors of the Company (the “Board”), after receiving the unanimous recommendation of a special committee comprised of only independent directors of the Company (the “Special Committee”), unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.

Pursuant to the Interim Order, the record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is June 15, 2026 (the “Record Date”). Only Shareholders shown on the shareholder register of the Company (“Registered Shareholders”), or their duly appointed proxyholders, at the close of business on the Record Date will be entitled to receive notice of the Meeting (“Notice of Special Meeting”) and to vote on the Arrangement Resolution at the Meeting. This Notice of Special Meeting is accompanied by the Circular, an applicable form of proxy and a letter of transmittal for Registered Shareholders (the “Letter of Transmittal”) explaining how to exchange Company Shares for the consideration payable under the Arrangement (the “Consideration”).

Each Company Share entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting. In order to become effective, the Arrangement Resolution must be approved by at least 66^2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. If the Arrangement Resolution is not approved by the Shareholders at the Meeting, the Arrangement will not be completed.

Registered Shareholders and duly appointed proxyholders, including Shareholders who hold their Company Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary (“Non-Registered Shareholders”) who have duly appointed themselves or a third-party as proxyholder, may attend, participate and vote at the Meeting. Non-Registered Shareholders who have not duly appointed themselves as proxyholder may be able to attend the Meeting as guests but will not be able to vote at the Meeting.

Registered Shareholders are requested to read the enclosed Circular and are requested to date and sign the enclosed proxy form promptly, as applicable, and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated in the proxy form. Registered Shareholders may also vote in advance of the Meeting by mail, by phone or on the internet.

To vote online at www.investorvote.com, you will need to enter your 15-digit control number (located on the bottom left corner of the first page of the form of proxy) to identify yourself as a Registered Shareholder on the voting website. Alternatively, a proxy can be submitted to Computershare either by mail or courier, to 320 Bay Street, 14^th Floor, Toronto, Ontario M5H 4A6, Attention: Proxy Department or by telephone as instructed in the enclosed form of proxy. If a Registered Shareholder receives more than one proxy form because such Registered Shareholder owns securities of the Company registered in different names or addresses, each proxy form needs to be completed and returned or voted online or by phone.

A proxy must be received by Computershare by no later than 9:00 a.m. (Vancouver time) on July 20, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays). Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

Non-Registered Shareholders are requested to complete and return the request for voting instructions in accordance with the instructions provided to you by your broker or such other intermediary. Failure to do so may result in such securities not being voted at the Meeting.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (“VIF”), as applicable, to represent him, her or it at the Meeting may do so by inserting such person’s name in the blank space provided in the form of proxy or VIF, as applicable, and following the instructions for submitting such form of proxy or VIF, as applicable. If you wish that a person other than the management nominees identified on the form of proxy or VIF attend the Meeting as your proxy and vote your Company Shares, including if you are a Non-Registered Shareholder and wish to appoint yourself as proxyholder to attend and vote at the Meeting, you MUST submit your form of proxy (or proxies) or VIF, as applicable, in accordance with the instructions set out in the Circular. If submitting a proxy and appointing a person other than the management nominees identified, you must return your proxy in accordance with the instructions set out in the Circular by 9:00 a.m. (Vancouver time) on July 20, 2026 (or if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays).

If you are a Registered Shareholder who is not a Dissenting Shareholder (as defined in the Circular), in order to receive the Consideration that you are entitled to under the Arrangement, you must validly complete the Letter of Transmittal in accordance with the instructions included therein, duly sign, date and return it to the depositary, Computershare Investor Services Inc. (the “Depositary”), in the envelope provided, together with the certificates or the direct registration system advices (“DRS Advices”) representing your Company Shares and any other required documents. If you are sending certificates, it is recommended that the necessary documentation be delivered by hand to the Depositary and a receipt therefor be obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended. The Letter of Transmittal contains complete instructions on how to exchange your Company Shares for the Consideration. You will not receive your Consideration until after the Arrangement is completed and you have returned your properly completed documents, including each applicable Letter of Transmittal, the certificate(s) or DRS Advice(s) representing your Company Shares and any other required documents, to the Depositary. Only Registered Shareholders will be required to submit a Letter of Transmittal. Non-Registered Shareholders holding Company Shares through an intermediary should contact that intermediary for instructions and assistance in depositing their Company Shares and carefully follow any instructions provided by such intermediary.

Pursuant to the Interim Order, Registered Shareholders as at the close of business on the Record Date have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Company Shares (which fair value shall be the fair value of the Dissenting Shareholder’s Company Shares as of the close of business on the Business Day (as defined in the Circular) immediately preceding the date on which the Arrangement Resolution is adopted), in accordance with the provisions of Section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order, the Final Order (as defined in the Circular) and any other order of the Court. A Registered Shareholder who wishes to dissent must send a written notice of objection to the Arrangement Resolution to the Company c/o Cassels Brock & Blackwell LLP, Suite 3100, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8, Attention: Jessica Lewis, to be received by no later than 5:00 p.m. (Vancouver time) on July 20, 2026 (or by 5:00 p.m. (Vancouver time) on the date that is two Business Days before the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the dissent procedures set forth in Section 190 of the CBCA, as modified by Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court (the “Dissent Procedures”). The Registered Shareholders’ right to dissent is more particularly described in the Circular. Copies of the Plan of Arrangement, the Interim Order and the text of Section 190 of the CBCA are set forth in Appendix D, Appendix B and Appendix M, respectively, of the Circular. These dissent procedures are different than the statutory dissent procedures of the CBCA which would permit a notice of objection to be provided at or prior to the Meeting. Non-Registered Shareholders who wish to dissent should be aware that only Registered Shareholders are entitled to exercise a right to dissent. Accordingly, Non-Registered Shareholders desiring to dissent must make arrangements for the Company Shares beneficially owned by such Non-Registered Shareholder to be registered in the name of such holder prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the Registered Shareholder of such Company Shares to dissent on the Non-Registered Shareholder’s behalf. A Registered Shareholder wishing to exercise a right to dissent on its own behalf may only exercise such rights with respect to all Company Shares owned by such Shareholder (whether on a registered or beneficial basis). A Non-Registered Shareholder wishing to have dissent rights exercised on its behalf must arrange for such rights to be exercised with respect to all Company Shares owned by such Shareholder (whether on a registered or beneficial basis). It is recommended that you seek independent legal advice if you wish to exercise a right to dissent. Failure to strictly comply with the Dissent Procedures may result in the loss of any right to dissent.

The Circular provides additional information relating to the matters to be addressed at the Meeting and is deemed to form part of this Notice of Special Meeting. Any adjourned or postponed Meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by the Company before the Meeting or by the Chair at the Meeting.

Please review the accompanying Circular before voting as it contains important information about the Meeting. If you have any questions or require assistance, please contact Orla’s proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, by calling 1-877-452-7184 (toll-free in Canada and the United States) or 1-416-304-0211 (International), by texting “INFO” to either number, or by email at assistance@laurelhill.com.

		Registered Shareholders	Non-Registered Shareholders
		Company Shares held in own name and represented by a physical certificate or DRS.	Company Shares held with a broker, bank or other intermediary.
	Internet	www.investorvote.com	www.proxyvote.com
	Telephone	1-866-732-8683	Dial the applicable number listed on the voting instruction form.
	Mail	Return the proxy form in the enclosed postage paid envelope.	Return the voting instruction form in the enclosed postage paid envelope.

Dated at Vancouver, British Columbia, the 19^th day of June, 2026.

TABLE OF CONTENTS

Page

ORLA MINING LTD.

LETTER TO SHAREHOLDERS

June 19, 2026

Dear Shareholders:

The board of directors (the “Board”) of Orla Mining Ltd. (“Orla” or the “Company”) invites you to attend the special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares of the Company (the “Company Shares”) to be held at Suite 3100, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8 on July 22, 2026 at 9:00 a.m. (Vancouver time).

At the Meeting, Shareholders will be asked to consider, pursuant to an order of the Supreme Court of British Columbia (the “Court”) dated June 19, 2026 (the “Interim Order”) and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”), approving an arrangement (the “Arrangement”) involving, among others, the Company and Equinox Gold Corp. (“Equinox”) pursuant to a court-approved plan of arrangement (the “Plan of Arrangement”) under section 192 of the Canada Business Corporations Act (“CBCA”) whereby Equinox will, among other things, acquire all of the issued and outstanding Company Shares, all in accordance with the terms of the arrangement agreement dated May 12, 2026 between the Company and Equinox (as amended, supplemented or otherwise modified from time to time, the “Arrangement Agreement”). As a result of the Arrangement, the Company will become a wholly-owned subsidiary of Equinox.

Please complete the enclosed form of proxy or voting instruction form, as applicable, and, in the case of a form of proxy, submit it to our transfer agent, Computershare Investor Services Inc. and, in the case of a voting instruction form, submit it as instructed on such form or, alternatively, follow the instructions in such documents to vote electronically or by phone, as soon as possible but no later than 9:00 a.m. (Vancouver time) on July 20, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays).

The Arrangement

On May 12, 2026, Orla and Equinox entered into the Arrangement Agreement, pursuant to which, among other things, Equinox agreed to acquire all of the issued and outstanding Company Shares for consideration of 1.00 (the “Exchange Ratio”) common share of Equinox (an “Equinox Share”) and US$0.0001 in cash for each Company Share outstanding (the “Consideration”). Immediately following completion of the Arrangement, subject to certain assumptions including that no additional Company Shares are issued prior to the closing date of the Arrangement (including pursuant to the exercise, conversion or vesting, as applicable, of any convertible securities of the Company), and that there are no Shareholders who exercise dissent rights with respect to the Arrangement, former Shareholders (including former holders of restricted share units and deferred share units of the Company) are anticipated to own approximately 33% of the combined company and existing shareholders of Equinox (the “Equinox Shareholders”) are anticipated to own approximately 67% of the combined company, in each case on a fully-diluted in-the-money basis based on the number of issued and outstanding securities of the Company and Equinox as of the date of the Arrangement Agreement.

Shareholders shown on the shareholder register of the Company (“Registered Shareholders”) are concurrently being provided with a letter of transmittal explaining how to exchange their Company Shares for the Consideration. Shareholders whose Company Shares are registered in the name of a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary (“Non-Registered Shareholders”) must contact their nominee to deposit their Company Shares and receive their Consideration under the Arrangement.

Full details of the Arrangement are set out in the accompanying management information circular of the Company (the “Circular”). The Circular describes the Arrangement and includes certain additional information to assist you in considering how to vote on the Arrangement Resolution, including information regarding the Company and Equinox and certain other information concerning the combined company following completion of the Arrangement. It also includes certain risk factors relating to the completion of the Arrangement and the potential tax consequences to a Shareholder exchanging their Company Shares for the Consideration in connection with the Arrangement. You should carefully review and consider all of the information in the Circular. If you require assistance, consult your financial, legal, tax or other professional advisor.

Board Recommendation

The special committee comprised of only independent directors of the Company (the “Special Committee”) and the Board received a fairness opinion from each of Scotia Capital Inc. and Fort Advisory Partners (the “Fairness Opinions”), which opinions are each to the effect that, as of the date of May 12, 2026, and subject to the respective assumptions, limitations and qualifications set out in such opinion, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

The Board, based on its considerations, investigations and deliberations, including a thorough review of the Arrangement Agreement, the Fairness Opinions, and other relevant matters, and taking into account the best interests of the Company, and after consulting with management and the Company’s legal and financial advisors and having received and reviewed the unanimous recommendation of the Special Committee, has unanimously determined that the Arrangement is in the best interest of the Company and fair to the Shareholders. Accordingly, the Board unanimously approved the Arrangement and the entering into of the Arrangement Agreement and unanimously recommends that the Shareholders vote FOR the Arrangement Resolution. The recommendations of the Special Committee and the Board are based on various factors set forth below and described more fully in the accompanying Circular.

Reasons for the Arrangement

In reaching their conclusions and formulating their unanimous recommendations, the Special Committee and the Board consulted with Orla’s management team, their respective legal and financial advisors and, in the case of the Board, with the Special Committee. The Special Committee and the Board also reviewed a significant amount of information, and considered a number of factors and reasons, including those listed below, relating to the Arrangement and gave careful consideration to the business, financial condition and prospects of the Company and the terms of the Arrangement Agreement. The following is a summary of the principal reasons for the unanimous recommendation of the Special Committee to the Board, the unanimous determination of the Board that the Arrangement is in the best interests of the Company and fair to the Shareholders and the unanimous recommendation of the Board that Shareholders vote FOR the Arrangement Resolution.

¹ See “Scientific and Technical Information”, “Cautionary Note to United States Shareholders Concerning Estimates of Mineral Reserves and Resources” and “Cautionary Note Regarding Forward-Looking Statements and Information.”

² Anticipated production growth from completion of the Valentine Gold Mine phase 2 expansion and with Castle Mountain Gold Project, Los Filos Mining Complex, South Railroad Project and Camino Rojo Mine in production.

³ Mid-point of Equinox’s and Orla’s 2026 guidance, on a full-year basis, as further detailed in the news release of Equinox dated January 14, 2026 and the news release of Orla dated January 20, 2026, respectively.

⁴ Free cash flow, total available liquidity and EBITDA are non-IFRS measures, which are measures with no standardized meaning under IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and may not be comparable to similar measures presented by other companies. Their measurement and presentation are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Non-IFRS measures are widely used in the mining industry as measurements of performance and the Companies believe that they provide further transparency into costs associated with producing gold and will assist analysts, investors and other stakeholders of the Companies in assessing their operating performance, ability to generate free cash flow from current operations and their overall value. See “Non-IFRS Financial Performance Measures” in the Circular.

We believe that the business combination with Equinox brings with it an exciting future for the Company and our Shareholders. A more fulsome description of the information and factors considered by the Special Committee and Board is located in the Circular.

Required Approvals

In order to become effective, the Arrangement Resolution, the full text of which is set out in Appendix A, “Arrangement Resolution” to the Circular, must be approved by at least 66^2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. In addition, completion of the Arrangement is subject to, among other things, the approval of the issuance of Equinox Shares in connection with the Arrangement by a majority of the votes cast by Equinox Shareholders present in person or represented by proxy and entitled to vote at a special meeting of Equinox Shareholders to be held on July 22, 2026 at 9:00 a.m. (Vancouver time) (the “Equinox Meeting”), the approval of the Supreme Court of British Columbia, Canadian and Mexican competition approvals and the approval of the Toronto Stock Exchange and the NYSE American Stock Exchange for the listing and posting for trading of the Equinox Shares to be issued in connection with the Arrangement. The Arrangement will not proceed if any of such approvals are not obtained.

Voting Agreements

The directors and senior officers of the Company, and certain significant shareholders of the Company, who collectively own, directly or indirectly, or exercise control or direction over, approximately 26.4% of the outstanding Company Shares as at the record date of the Meeting, have entered into voting and support agreements with Equinox, pursuant to which they have agreed to, among other things, vote, or cause to be voted, all Company Shares held or controlled by them FOR the Arrangement Resolution.

The directors and senior officers of Equinox, who collectively own, directly or indirectly, or exercise control or direction over, approximately 4.1% of the outstanding Equinox Shares as at the record date of the Equinox Meeting, have entered into voting agreements with the Company, pursuant to which they have agreed to, among other things, vote, or cause to be voted, all Equinox Shares held or controlled by them in favour of the resolution of Equinox Shareholders approving the issuance of Equinox Shares in connection with the Arrangement.

If the Shareholders approve the Arrangement, it is currently anticipated that the Arrangement will be completed during the third quarter of 2026, subject to the satisfaction or waiver of the closing conditions contained in the Arrangement Agreement.

Your vote is important regardless of the number of Company Shares you own. Whether or not you plan to attend the Meeting, we encourage you to vote promptly.

The close of business (Vancouver time) on June 15, 2026 is the record date (“Record Date”) for the determination of Shareholders that will be entitled to receive notice of and vote at the Meeting, and any adjournment or postponement of the Meeting.

Registered Shareholders and their duly appointed proxyholders, including Non-Registered Shareholders who have duly appointed themselves or a third-party as proxyholder, may attend and vote at the Meeting, or any adjournment or postponement thereof. Non-Registered Shareholders who have not duly appointed themselves as proxyholder may be able to attend the Meeting as guests but will not be able to vote at the Meeting.

We strongly urge you to vote by proxy in advance of the Meeting and to listen to the Meeting online. Shareholders are requested to read the enclosed Circular and are requested to date and sign the enclosed proxy form promptly, as applicable, and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated in the proxy form or voting instruction form (“VIF”), as applicable. Registered Shareholders may also vote in advance of the Meeting by mail, by phone or on the internet. Pursuant to the Interim Order, proxies to be used at the Meeting must be received by Computershare Investor Services Inc. (in its capacity as the Company’s transfer agent) by no later than 9:00 a.m. (Vancouver time) on July 20, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays). Non-Registered Shareholders, please complete and return the request for voting instructions in accordance with the instructions provided to you by your broker, investment dealer, bank, trust company, custodian, nominee or other intermediary. Failure to do so may result in such securities not being voted at the Meeting. See “Part IX – General Proxy Matters” in the Circular.

Shareholders that have questions or require further assistance, please contact Orla’s proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, by calling 1-877-452-7184 (toll-free in Canada and the United States) or 1-416-304-0211 (International), by texting “INFO” to either number, or by email at assistance@laurelhill.com.

On behalf of the Board, I would like to express our gratitude for your ongoing support as we prepare to take part in this transformative transaction for Orla. We believe that this is a unique opportunity for Shareholders to participate in the creation of a new, North American senior gold producer, with a peer leading growth profile and enhanced financial flexibility and reflects our commitment to creating long-term value and unlocking growth potential for our Shareholders.

We look forward to seeing you at the Meeting.

Yours very truly,

		How to Vote in Advance of the Meeting
		Registered Shareholders	Non-Registered Shareholders
		Company Shares held in own name and represented by a physical certificate or DRS.	Company Shares held with a broker, bank or other intermediary.
	Internet	www.investorvote.com	www.proxyvote.com
	Telephone	1-866-732-8683	Dial the applicable number listed on the voting instruction form.
	Mail	Return the proxy form in the enclosed postage paid envelope.	Return the voting instruction form in the enclosed postage paid envelope.

QUESTIONS AND ANSWERS RELATING TO THE MEETING AND ARRANGEMENT

The enclosed management information circular (the “Circular”) of Orla Mining Ltd. (“Orla” or the “Company”) and a form of proxy is furnished in connection with the solicitation of proxies by or on behalf of management of the Company to be used at the special meeting (the “Meeting”) of shareholders (the “Shareholders”) for the purposes indicated in the Notice of Special Meeting. The Meeting will be held at Suite 3100, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8 on July 22, 2026 at 9:00 a.m. (Vancouver time). Only Shareholders or their duly appointed proxyholders who are present in person at the Meeting and entitled to vote at the Meeting are able to vote during the Meeting. Capitalized terms used but not otherwise defined in this “Questions and Answers Relating to the Meeting and Arrangement” section have the meanings ascribed thereto under “Glossary of Terms” in the Circular.

It is expected that the solicitation of proxies by or on behalf of management of the Company will primarily be by mail and electronic means, but proxies may also be solicited by or on behalf of management of the Company by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of the Company. The Company has also retained Laurel Hill Advisory Group as its proxy solicitation agent and shareholder communications advisor to assist it in connection with communications with Shareholders. Shareholders who have questions about the information in the Circular or who need assistance with voting may contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (toll free in North America) or 1-416-304-0211 (collect calls outside North America) or by email at assistance@laurelhill.com.

Intermediaries will be supplied with proxy materials to forward to Non-Registered Shareholders and normal handling charges will be paid for such forwarding services. Pursuant to the Interim Order, the Record Date for determining Shareholders entitled to receive notice of and vote at the Meeting is June 15, 2026. Only Shareholders of record, or their duly appointed proxyholders, as at the close of business (Vancouver time) on the Record Date will be entitled to receive notice of the Meeting, and attend and vote at the Meeting, or any adjournment or postponement thereof.

Your vote is important and you are encouraged to exercise your vote using any of the voting methods described below and in the Circular. Pursuant to the Interim Order, your completed form of proxy must be received by Computershare by no later than 9:00 a.m. (Vancouver time) on July 20, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays). The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at their discretion, without notice.

The following is intended to answer certain key questions that you as a Shareholder may have regarding the proposed Arrangement to be considered at the Meeting and is qualified in its entirety by the more detailed information appearing elsewhere in the Circular. You are urged to carefully read the Circular in its entirety before making a decision related to your Company Shares as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement. Additional important information is also contained in the Appendices to, and the documents incorporated by reference in, the Circular.

Questions Relating to the Arrangement

⁵ See “Scientific and Technical Information”, “Cautionary Note to United States Shareholders Concerning Estimates of Mineral Reserves and Resources” and “Cautionary Note Regarding Forward-Looking Statements and Information.”

⁶ Anticipated production growth from completion of the Valentine Gold Mine phase 2 expansion and with Castle Mountain Gold Project, Los Filos Mining Complex, South Railroad Project and Camino Rojo Mine in production.

⁷ Mid-point of Equinox’s and Orla’s 2026 guidance, on a full-year basis, as further detailed in the news release of Equinox dated January 14, 2026 and the news release of Orla dated January 20, 2026, respectively.

⁸ Free cash flow, total available liquidity and EBITDA are non-IFRS measures, which are measures with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. Their measurement and presentation are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Non-IFRS measures are widely used in the mining industry as measurements of performance and the Companies believe that they provide further transparency into costs associated with producing gold and will assist analysts, investors and other stakeholders of the Companies in assessing their operating performance, ability to generate free cash flow from current operations and their overall value. See “Non-IFRS Financial Performance Measures” in the Circular.

For further information on the reasons for the recommendations of the Special Committee and the Board, please see “Part II – The Arrangement – Reasons for the Arrangement” in the Circular.

The directors and senior officers of Equinox, who collectively own, directly or indirectly, or exercise control or direction over, approximately 4.1% of the outstanding Equinox Shares as at the record date of the Equinox Meeting, have entered into Equinox Voting Agreements with the Company, pursuant to which they have agreed to, among other things, vote, or cause to be voted, all Equinox Shares held or controlled by them in favour of the Equinox Shareholder Resolution.

Equinox has agreed to apply for and use its commercially reasonable efforts to obtain approval of the listing for trading on the TSX and the NYSE American by the Effective Time of (i) the Consideration Shares issuable pursuant to the Arrangement, which for certainty includes the Consideration Shares issuable for Company Shares issued on settlement of the Company DSUs and the Company RSUs pursuant to the Plan of Arrangement, and (ii) the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants and the Company Bonus Shares, in each case, subject only to the satisfaction by Equinox of customary listing conditions of the TSX. The TSX has conditionally approved the listing of the Consideration Shares issuable pursuant to the Arrangement and the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Options, Company Notes, Company Warrants and Company Bonus Shares, subject to filing certain documents following the closing of the Arrangement. Equinox anticipates receiving all required authorizations from the NYSE American for the listing of the Equinox Shares prior to the closing of the Arrangement.

Only Registered Shareholders are required to submit a Letter of Transmittal. The exchange of Company Shares for the Consideration in respect of any Non-Registered Shareholder is expected to be made with the Non-Registered Shareholder’s Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary, as applicable, with no further action required by the Non-Registered Shareholder. Non-Registered Shareholders should contact their Intermediary if they have any questions regarding this process and to arrange for their Intermediary to complete the necessary steps to ensure that they receive the Consideration in respect of their Company Shares.

For additional information, including information regarding how the Depositary will send you the Consideration, please see “Part II – The Arrangement – Procedure for Exchange of Company Shares” in the Circular.

In the case of Registered Shareholders, as soon as practical following the latter of the Effective Date, and the deposit of certificate(s) and/or DRS Advice(s) representing a Registered Shareholder’s Company Shares, including the delivery of the validly completed and duly signed Letter of Transmittal, and other corresponding documents required from the Registered Shareholder, the Depositary will deliver the Consideration (and any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) that such former Registered Shareholder is entitled to receive pursuant to the Arrangement, in accordance with the Plan of Arrangement and the instructions set forth in the Letter of Transmittal.

The method used to deliver the Letter of Transmittal, any accompanying certificate(s) or DRS Advice(s) representing Company Shares and any other accompanying documents and instruments, if any, is at the option and risk of the Shareholder surrendering them. Delivery will be deemed effective only when such documents are actually received by the Depositary at the address set out in the Letter of Transmittal. The Company recommends that the necessary documentation be hand-delivered to the Depositary, and a receipt obtained therefor; otherwise the use of registered mail with return receipt requested, properly insured, is recommended.

For additional information, including information regarding how the Depositary will send you the Consideration, please see “Part II – The Arrangement – Procedure for Exchange of Company Shares” in the Circular.

Registered Shareholders as at the close of business on the Record Date who wish to dissent must send a written notice of objection to the Arrangement Resolution to the Company c/o Cassels Brock & Blackwell LLP, Suite 3100, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8, Attention: Jessica Lewis, to be received by no later than 5:00 p.m. (Vancouver time) on July 20, 2026 (or by 5:00 p.m. (Vancouver time) on the date that is two Business Days before the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the Dissent Procedures described in the Circular. These Dissent Procedures are different than the statutory dissent procedures of the CBCA which would permit a notice of objection to be provided at or prior to the Meeting. Failure to strictly comply with the Dissent Procedures will result in loss of Dissent Rights. A Shareholder wishes to exercise Dissent Rights should seek independent legal advice. See the section entitled “Part II – The Arrangement – Right to Dissent” and Appendix D, “Plan of Arrangement”, Appendix B, “Interim Order” and Appendix M, “Section 190 of the Canada Business Corporations Act” in the Circular.

Non-Registered Shareholders who wish to dissent should be aware that only Registered Shareholders are entitled to Dissent Rights. Accordingly, Non-Registered Shareholders desiring to dissent must make arrangements for the Company Shares beneficially owned by such Non-Registered Shareholders to be registered in the Non-Registered Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Company Shares to dissent on the Non-Registered Shareholder’s behalf.

General Questions Relating to the Meeting

Non-Registered Shareholders who have not duly appointed themselves as proxyholder may be able to attend the Meeting as guests but will not be able to vote at the Meeting.

Pursuant to the Interim Order, the quorum for the transaction of business at the Meeting will be two persons present in person, each being a Shareholder entitled to vote thereat, or a duly appointed proxy or proxyholder for an absent Shareholder so entitled, holding or representing in the aggregate not less than 25% of the issued and outstanding Company Shares.

In addition, the Company has engaged Laurel Hill Advisory Group as its proxy solicitation agent and shareholder communications advisor to assist the Company in the solicitation of proxies from Shareholders with respect to the matters to be considered at the Meeting. All costs of the solicitation of proxies for the Meeting will be borne by the Company.

Shareholders who have questions about the information in the Circular or need assistance with voting may contact Laurel Hill Advisory Group by calling 1-877-452-7184 (toll-free in Canada and the United States) or 1-416-304-0211 (International), by texting “INFO” to either number, or by email at assistance@laurelhill.com.

		Registered Shareholders	Non-Registered Shareholders
		Company Shares held in own name and represented by a physical certificate or DRS.	Company Shares held with a broker, bank or other intermediary.
	Internet	www.investorvote.com	www.proxyvote.com
	Telephone	1-866-732-8683	Dial the applicable number listed on the voting instruction form.
	Mail	Return the proxy form in the enclosed postage paid envelope.	Return the voting instruction form in the enclosed postage paid envelope.

For more information, please see “How do I appoint a third party as my proxyholder?” below, and “Part IX – General Proxy Matters – Appointment of Proxyholders” and “Part IX – General Proxy Matters – Advice to Non-Registered Shareholders” in the Circular.

Most Shareholders are Non-Registered Shareholders. If you are a Non-Registered Shareholder, meaning your Company Shares are not registered in your own name, they will be held in the name of a “nominee”, usually a bank, trust company, securities dealer, other financial institution or Intermediary, or depository, such as CDS & Co. (the registration name for CDS, which acts as nominee for many Canadian brokerage firms) or Cede & Co. (the registration name for DTC, which acts as nominee for many United States brokerage firms), of which an Intermediary is a participant. Intermediaries have obligations to forward the Meeting materials to Non-Registered Shareholders unless otherwise instructed by the holder (and as required by regulation in some cases, despite such instructions).

Only Registered Shareholders, and duly appointed proxyholders, including Non-Registered Shareholders who have duly appointed themselves as proxyholder and registered their appointment with Computershare, our transfer agent, are permitted to attend and vote at the Meeting.

To attend and vote at the Meeting, Non-Registered Shareholders should insert their name or their chosen representative’s name (who need not be a Shareholder) in the blank space provided in the VIF and follow the instructions on returning the form.

Non-Registered Shareholders who have not duly appointed themselves as proxyholder may be able to attend the Meeting as guests but will not be able to vote at the Meeting.

See “How do I appoint a third party as my proxyholder?” below for more information on how Non-Registered Shareholders can appoint third parties as proxyholders and vote their Company Shares.

You have the right to appoint any person or company you want to be your proxyholder. It does not have to be a Shareholder or the person designated in the enclosed form(s). Simply indicate the person’s name as directed on the enclosed proxy form(s) or complete any other legal proxy form and deliver it to Computershare within the time hereinafter specified for receipt of proxies.

Shareholders who wish to appoint a third-party proxyholder to attend, participate in and vote at the Meeting as their proxy and vote their Company Shares MUST submit their proxy (or proxies) or VIF, as applicable, appointing such third-party proxyholder in accordance with the instructions provided in the proxy or VIF, as applicable.

If you are a Non-Registered Shareholder and wish to attend, participate in and vote at the Meeting, you have to insert your own name in the space provided on the VIF sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary.

To vote your Company Shares, your proxyholder must attend and vote at the Meeting. Regardless of who you appoint as your proxyholder, you can either instruct that appointee how you want to vote or you can let your appointee decide for you. You can do this by completing the applicable form or forms of proxy. In order to be valid, you must return the completed form of proxy 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment or postponement thereof to our transfer agent, Computershare, 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6, Attention: Proxy Department. The Chair of the Meeting, in his or her sole discretion, may accept late proxies or waive the deadline for accepting proxies.

If a Shareholder does not specify a choice in the proxy and the Shareholder has appointed one of the management nominees named in the accompanying form of proxy, the management nominee will vote the Company Shares represented by the proxy FOR the Arrangement Resolution.

If you have completed and returned the accompanying form of proxy, the nominees named in the accompanying form of proxy will vote or withhold from voting the Company Shares represented thereby in accordance with the instructions of the Shareholder on any ballot that may be called for. The proxy will confer discretionary authority on the nominees named therein with respect to each matter or group of matters identified therein for which a choice is not specified and any amendment to or variation of any matter identified therein and any other matter that properly comes before the Meeting.

As of the date of the Circular, management of the Company knows of no amendment, variation or other matter that may come before the Meeting but, if any amendment, variation or other matter properly comes before the Meeting, each nominee in the accompanying form of proxy intends to vote thereon in accordance with the nominee’s best judgment.

A Non-Registered Shareholder exercising voting rights through an Intermediary should consult the VIF from such Non-Registered Shareholder’s Intermediary as the Intermediary may have earlier deadlines.

If a Registered Shareholder changes their vote by submitting a new, later dated, proxy before the proxy deadline, such change will revoke any previous proxy filed by such Registered Shareholder.

A Registered Shareholder can also revoke a proxy by: (a) executing a valid notice of revocation or other instrument in writing which indicates, clearly, that the Registered Shareholder wants to revoke their proxy, by the Registered Shareholder or such holder’s authorized attorney in writing, or, if such a holder is a corporation, under its corporate seal by an officer or duly authorized attorney, and by delivering the notice of revocation or other instrument in writing to Computershare at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6, Attention: Proxy Department or to the address of the registered office of the Company at Suite 2020 – 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8 no later than 9:00 a.m. (Vancouver time) on July 20, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays) or to the Chair on the day of the Meeting or any reconvening thereof; or (b) personally attending the Meeting and voting their Company Shares thereat; or (c) revoking their proxy in any other manner permitted by law. If a Registered Shareholder casts a vote at the Meeting, such Registered Shareholder will revoke a previously submitted proxy. Registered Shareholders who do not wish to revoke a previously submitted proxy, should not vote during the Meeting.

Only Registered Shareholders have the right to directly revoke a proxy. Non-Registered Shareholders should follow instructions provided to them by their Intermediary on how to revoke their VIF and what procedures they need to follow. The change or revocation of a VIF by a Non-Registered Shareholder can take several days or longer to complete and, accordingly, any such action should be completed well in advance of the deadline given in the VIF by the Intermediary or its service company to ensure it is effective.

GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Circular, including in the section entitled “Summary Information”.

“Acquisition Proposal” means, other than the transactions contemplated by the Arrangement Agreement, any offer, proposal, expression of interest, or inquiry, whether oral or written, from, or public announcement of intention by, any person (other than a Party or any of its affiliates) made after the date hereof relating to: (i) any acquisition, sale, disposition, lease, license, joint venture, royalty, stream, long-term supply agreement or other arrangement having the same economic effect as an acquisition, sale or disposition, direct or indirect, of: (a) the assets of a Party and/or one or more of its subsidiaries (including shares of subsidiaries of such Party) that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of such Party and its subsidiaries taken as a whole, or which contribute 20% or more of the consolidated revenue of the Party and its subsidiaries, taken as a whole (in each case based upon the most recent publicly available consolidated financial statements of the Party); or (b) 20% or more of any voting or equity securities (and/or securities convertible into, or exchangeable or exercisable for such voting or equity securities) of a Party or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of such Party and its subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of the Party and its subsidiaries, taken as a whole (in each case based upon the most recent publicly available consolidated financial statements of the Party); (ii) any take-over bid, tender offer, treasury issuance, exchange offer or other offer for any class of voting or equity securities of a Party that, if consummated, would result in such person or group of persons beneficially owning 20% or more of any class of voting or equity securities (and/or securities convertible into, or exchangeable or exercisable for voting or equity securities) of a Party; or (iii) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a Party or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of such Party and its subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of the Party and its subsidiaries, taken as a whole (in each case based upon the most recent publicly available consolidated financial statements of the Party);

“Advance Ruling Certificate” means an advance ruling certificate issued by the Commissioner pursuant to section 102 of the Competition Act with respect to the transactions contemplated hereby, such advance ruling certificate having not been modified or withdrawn prior to the Effective Time;

“affiliate” except where otherwise indicated, has the meaning ascribed to such term in NI 45-106;

“allowable capital loss” has the meaning ascribed thereto in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”;

“Amalco” has the meaning ascribed thereto in “Part II – The Arrangement – Arrangement Steps”;

“Amalco Shares” means common shares in the capital of Amalco;

“Amalgamation” has the meaning ascribed thereto in “Part II – The Arrangement – Arrangement Steps”;

“AISC” has the meaning ascribed thereto in “General Information – Non-IFRS Financial Performance Measures”;

“Arrangement” means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto in accordance with the Arrangement Agreement or the Plan of Arrangement or at the direction of the Court in the Final Order with the prior written consent of the Company and Equinox, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated as of May 12, 2026 between the Company and Equinox, including all schedules annexed thereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof;

“Arrangement Resolution” means the special resolution to be considered and, if deemed advisable, passed, with or without variation, by the Shareholders at the Meeting to approve the Arrangement, to be in substantially the form set forth in Appendix A, “Arrangement Resolution” to this Circular;

“Articles of Arrangement” means the articles of arrangement to be filed in connection with the Arrangement and required by subsection 192(6) of the CBCA, such articles to be filed with the Director after the Final Order has been granted, giving effect to the Arrangement, and which shall be in a form and content satisfactory to the Company and Equinox, each acting reasonably;

“associate” has the meaning ascribed to such term in the Securities Act;

“BCBCA” means the Business Corporations Act (British Columbia);

“Blakes” means Blake, Cassels & Graydon LLP;

“BMO” means BMO Nesbitt Burns Inc.;

“BMO Fairness Opinion” means the fairness opinion of BMO dated May 12, 2026 addressed to the Equinox Board to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view, to Equinox;

“Board” means the board of directors of the Company;

“Board Recommendation” means the unanimous determination of the Board, after receiving financial and legal advice, the Fairness Opinions and the unanimous recommendation of the Special Committee, that the Arrangement is in the best interests of the Company and fair to the Shareholders and the unanimous recommendation of the Board to Shareholders that they vote for the Arrangement Resolution;

“Broadridge” means Broadridge Financial Solutions, Inc.;

“Business Day” or “business day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or Toronto, Ontario;

“Camino Rojo Mine” means the Camino Rojo oxide gold mine and the Camino Rojo sulfide development project located in Zacatecas, Mexico, owned and operated by Minera Camino Rojo S.A. de C.V., a wholly-owned Material Subsidiary of the Company;

“Camino Rojo Report” means the technical report on the Camino Rojo Mine prepared by Andrew Boushy, P. Eng. and David Frost, FAusIMM, from DRA Americas Inc., Caleb Cook, P.E., from Kappes, Cassiday & Associates, Marie-Christine Gosselin, P.Geo., Frank Palkovits, P.Eng., Luis Vasquez, P.Eng. and James (Jim) Theriault, P.Eng., all from SLR Consulting (Canada) Ltd, Sylvain Guerard, P.Geo. and Stephen Ling, P.Eng. from the Company, Andrew Kelly, P.Eng., from Blue Coast Research Ltd., and Patrick McCann, P.Eng., from Entech Mining Ltd., entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico”, dated March 18, 2026, with an effective date of September 30, 2025;

“Canadian Competition Approval” means, in connection with the transactions contemplated by the Arrangement Agreement, either (a) the applicable waiting period under section 123(1) of the Competition Act shall have expired or have been terminated in accordance with subsection 123(2) of the Competition Act or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act shall have been waived in accordance with subsection 113(c) of the Competition Act, and the Commissioner shall have issued a No Action Letter, or (b) the Commissioner shall have issued an Advance Ruling Certificate;

“Canadian Securities Laws” means the Securities Act and all other applicable Canadian provincial and territorial securities Laws;

“Canadian Securities Regulators” means the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada;

“Cash Consideration” means US$0.0001 per Company Share, without interest;

“Cassels” means Cassels Brock & Blackwell LLP;

“Castle Mountain Gold Project” means Equinox’s 100%-owned development stage Castle Mountain Gold Project in California, USA;

“CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;

“CDS” means CDS Clearing and Depository Services Inc.;

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement;

“Chair” means the Person responsible for overseeing and facilitating the Meeting;

“Change in Recommendation” means, a situation wherein either Party shall, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of such Party or any of its subsidiaries: (i) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal, (ii) accept or enter into or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, understanding, undertaking or arrangement or other contract in respect of an Acquisition Proposal, or requiring it to abandon, terminate or fail to consummate the Arrangement, or providing for the payment of any break, termination or other fees or expenses to any person in relation to an Acquisition Proposal; (iii) withdraw, change, amend, modify or qualify, or otherwise publicly propose to withdraw, change, amend, modify or qualify, in a manner adverse to the other Party, such Party’s board recommendation; (iv) if an Acquisition Proposal has been publicly disclosed in respect of a Party, that Party fails to publicly recommend against such Acquisition Proposal within five (5) business days after the other Party’s written request that the Party or the Party’s board of directors do so (or subsequently withdraw, change, amend, modify or qualify (or publicly propose to do so), in a manner adverse to such Party, such rejection of such Acquisition Proposal) and reaffirm the Party’s board recommendation within such five (5) business day period (or, with respect to any Acquisition Proposals or material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) days prior to the Meeting (in the case of an Acquisition Proposal in respect of the Company) or the Equinox Meeting (in the case of an Acquisition Proposal in respect of Equinox), as applicable, the Party in respect of which the Acquisition Proposal is made fails to take the actions referred to in this clause (iv), with references to the applicable five (5) business day prior to being replaced with three (3) business days), (v) fail to include the Party’s board recommendation in the Circular or the Equinox Circular, respectively, (vi) make any public announcement or take any other action inconsistent with the recommendation of the Equinox Board to approve the Arrangement, in the case of Equinox, or the Board, in the case of the Company, (vii) approve or authorize, or cause or permit the Party or its subsidiaries to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal (other than an acceptable confidentiality agreement entered into in accordance with the Arrangement Agreement); or (viii) commit or agree to do any of the foregoing (any act by a Party described in clauses (i) to (viii) inclusive (to the extent related to the foregoing clauses (i) to (vii) inclusive));

“CIBC” means CIBC World Markets Inc.;

“CIBC Fairness Opinion” means the fairness opinion of CIBC dated May 12, 2026 addressed to the Equinox Board to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view, to Equinox;

“CIM” has the meaning ascribed thereto in “General Information – Scientific and Technical Information”;

“CIM Definition Standards” has the meaning ascribed thereto in “General Information – Scientific and Technical Information”;

“Circular” means the Notice of Special Meeting and this management information circular of the Company, dated June 19, 2026 (including all schedules, appendices and exhibits hereto), and information incorporated by reference herein, to be sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the Arrangement Agreement;

“CNA” means the National Antitrust Commission (Comisión Nacional Antimonopolio) of Mexico;

“CNA Approval” means the unconditional approval or clearance of the transactions contemplated in the Arrangement Agreement issued by CNA, or its tacit approval (due to the statutory term for purposes of issuing the approval elapsing) pursuant to the provisions set forth in Mexican Antitrust Law, having not been modified or withdrawn prior to the Effective Time;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Combined Company” means Equinox after giving effect to the Arrangement;

“Combined Company Board” means the board of directors of the Combined Company;

“Commissioner” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act or any person duly authorized to exercise the powers and perform the duties on behalf of the Commissioner of Competition, and shall include the Competition Bureau;

“Company” or “Orla” means Orla Mining Ltd., a corporation existing under the laws of Canada;

“Company AIF” means the annual information form of the Company for the year ended December 31, 2025 dated March 19, 2026, which is incorporated by reference into this Circular;

“Company Annual Financial Statements” means the audited consolidated financial statements of the Company as at, and for the years ended December 31, 2025 and 2024, including the auditor’s reports thereon and the notes thereto;

“Company Annual MD&A” means the management’s discussion and analysis on the financial condition and results of operations of the Company for the year ended December 31, 2025;

“Company Benefit Plans” means, collectively, all employee benefit, health, welfare, dental, supplemental unemployment benefit, bonus, incentive, profit sharing, deferred compensation, stock purchase, stock compensation, stock option, disability, life insurance, pension or retirement plans, group registered retirement savings and other employee compensation or benefit plans, policies, arrangements, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, registered or unregistered, insured or self-insured which are sponsored, administered or maintained by or contributed to or required to be contributed to by, or which are otherwise binding upon, the Company or any such Material Subsidiary or in respect of which the Company or any of its Material Subsidiaries has any actual or potential liability;

“Company Bonus Share Agreement” means the bonus share agreement dated July 14, 2017 between the Company and Charles Jeannes;

“Company Bonus Shares” means 500,000 Company Shares issuable pursuant to the Company Bonus Share Agreement;

“Company Convertible Securities” means the Company Options, Company Warrants, Company RSUs, Company PSUs, Company DSUs, Company Notes and Company Bonus Shares;

“Company Disclosure Letter” means the disclosure letter dated May 12, 2026 regarding the Arrangement Agreement that was executed by the Company and delivered to Equinox concurrently with the execution of the Arrangement Agreement;

“Company DSU Plan” means the deferred share unit plan of the Company effective June 27, 2018 and amended June 12, 2019;

“Company DSUs” means a deferred share unit issued pursuant to the Company DSU Plan;

“Company Financial Statements” means the Company Annual Financial Statements and the Company Interim Financial Statements;

“Company Incentive Securities” means Company Options, Company RSUs, Company DSUs and Company PSUs;

“Company Interim Financial Statements” means the unaudited interim consolidated financial statements of the Company for the three months ended March 31, 2026 and 2025;

“Company Interim MD&A” means the management’s discussion and analysis on the financial condition and results of operations of the Company for the three months ended March 31, 2026;

“Company Locked-up Shareholders” means each of the senior officers and directors of the Company and certain other Company Shareholders identified in the Company Disclosure Letter;

“Company Noteholder” means a holder of one or more Company Notes;

“Company Notes” means the outstanding 5-year unsecured convertible notes issued by the Company on February 28, 2025;

“Company Optionholder” means the holders of Company Options;

“Company Options” means outstanding options to acquire Company Shares granted under the Company Stock Option Plan;

“Company Private Placement Warrants” means the Company Share purchase warrants issued on February 28, 2025 by the Company in connection with the private placement of the Company Notes;

“Company Properties” means the Camino Rojo Mine, Musselwhite Mine and South Carlin Complex (including the South Railroad Project), each as more particularly described in the Company Public Disclosure Record;

“Company PSU” means performance share units granted pursuant to the Company PSU Plan;

“Company PSU Holder” means a holder of one or more Company PSUs;

“Company PSU Plan” means the performance share unit plan of the Company effective March 27, 2023 and amended March 30, 2024 and December 18, 2025;

“Company Public Disclosure Record” means all documents and information required to be filed or furnished, as applicable, by the Company under applicable Securities Laws on SEDAR+ or pursuant to the U.S. Exchange Act, during the three years prior to the date of the Arrangement Agreement;

“Company RSU” means a restricted share unit issued pursuant to the Company RSU Plan;

“Company RSU Holder” means a holder of one or more Company RSUs;

“Company RSU Plan” means the restricted share unit plan of the Company effective April 2, 2020 and amended on June 24, 2025;

“Company Shareholder Approval” means the approval of the Arrangement Resolution by at least 66^2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting;

“Company Shares” means the common shares in the capital of the Company;

“Company Stock Option Plan” means the stock option plan of the Company effective December 6, 2016 and amended May 24, 2018, June 12, 2019 and June 24, 2025;

“Company Technical Reports” means the Musselwhite Report, the Camino Rojo Report and the South Railroad Report;

“Company Voting Agreements” means the voting and support agreements (including all amendments thereto) between Equinox and the Company Locked-up Shareholders setting forth the terms and conditions upon which they agree to vote their Company Shares in favour of the Arrangement Resolution;

“Company Warrant Certificates” means (i) the warrant certificates, as amended, each dated February 28, 2025, representing the Company Private Placement Warrants; and (ii) the warrant certificates, as amended, each dated December 18, 2019, representing the Trinity Warrants;

“Company Warrantholder” means a holder of one or more Company Warrants;

“Company Warrants” means Company Share purchase warrants issued under the terms of the Company Warrant Certificates;

“Competition Act” shall mean the Competition Act (Canada) and the regulations promulgated thereunder;

“Competition Challenge” has the meaning ascribed thereto in “Part II – The Arrangement – Key Regulatory Approvals – Canadian Competition Approval”;

“Computershare” means Computershare Investor Services Inc.; in its capacity as registrar and transfer agent of the Company Shares;

“Concession” means any mining concession, claim, lease, licence, permit or other right to explore for, exploit, develop, mine or produce minerals or any interest therein which a Party or any of its subsidiaries owns or has a right or option to acquire or use;

“Confidentiality Agreement” means the agreement between Equinox and the Company dated February 27, 2026 pursuant to which Equinox has been provided with access to confidential information of the Company and the Company has been provided with access to confidential information of Equinox;

“Consideration” means the consideration to be received pursuant to the Plan of Arrangement for each Company Share that is issued and outstanding immediately prior to the Effective Time, consisting of the Consideration Shares, being 1.00 Equinox Share for each Company Share, and the Cash Consideration, being US$0.0001 in cash for each Company Share;

“Consideration Shares” means the Equinox Shares to be issued as Consideration pursuant to the Arrangement (including, for certainty, Consideration Shares issuable for Company Shares issued on settlement of the Company DSUs and the Company RSUs pursuant to the Plan of Arrangement);

“Contract” means any contract, agreement, license, franchise, lease, arrangement or other right or obligation to which the Company or Equinox or any of their respective subsidiaries is a party or by which the Company or Equinox or any of their respective subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

“Controlling Individual” has the meaning given to it in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans”;

“Court” means the Supreme Court of British Columbia;

“CRA” means the Canada Revenue Agency;

“CSA” means the Canadian Securities Administrators;

“Demand for Payment” has the meaning ascribed thereto in “Part II – The Arrangement – Right to Dissent”;

“De Minimis Exclusion” has the meaning ascribed thereto in “Part II – The Arrangement – Securities Law Matters – Canada – MI 61-101”;

“Depositary” means Computershare Investor Services Inc. or any other trust company, bank or other financial institution agreed to in writing by each of the Parties and acting as depositary in relation to the Arrangement;

“Director” means the Director appointed pursuant to Section 260 of the CBCA;

“Dissenting Shareholder” means a Registered Shareholder as of close of business on the Record Date who has (i) duly and validly exercised their Dissent Rights in strict compliance with the Dissent Procedures, as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court, and (ii) not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“Dissent Notice” means the written objection of a Registered Shareholder to the Arrangement Resolution submitted to the Company in accordance with the Dissent Procedures;

“Dissent Procedures” means the dissent procedures set out in Section 190 of the CBCA (which is attached as Appendix M, “Section 190 of the Canada Business Corporations Act” to this Circular), as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court, as described under “Part II – The Arrangement – Right to Dissent”;

“Dissent Rights” means the rights of dissent exercisable by a Registered Shareholder as of the Record Date in respect of the Arrangement as set out in Section 190 of the CBCA (which is attached as Appendix M, “Section 190 of the Canada Business Corporations Act” to this Circular), as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court;

“Dissent Shares” means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights in strict compliance with the Dissent Procedures (provided that Dissent Rights of such Dissenting Shareholder has not terminated or ceased to apply to such Company Shares);

“DPSP” has the meaning ascribed thereto in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans”;

“DRS” means direct registration system;

“DRS Advice” means the direct registration system advices representing Company Shares or Equinox Shares, as applicable;

“DTC” means The Depository Trust Company;

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval system of the SEC;

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, unless a different time on the Effective Date is agreed to by the Parties and set out in an instrument in writing for that purpose that is executed by the Parties;

“El Limon Complex” means Equinox’s 100%-owned El Limon underground and open pit gold mining operations located in northwestern Nicaragua, approximately 100 km northwest of Managua;

“Elected Amount” has the meaning ascribed thereto in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of Company Shares for the Consideration – Section 85 Election”;

“Eligible Holder” means a beneficial owner of Company Shares immediately prior to the Effective Time (other than a Shareholder that duly and validly exercises Dissent Rights in respect of all Company Shares held by that Shareholder and has not withdrawn or been deemed to have withdrawn such Dissent Rights) who is: (a) a resident of Canada for purposes of the Tax Act and any applicable income tax treaty (other than a Tax Exempt Person), (b) an Eligible Non-Resident Holder, or (c) a partnership any member of which is described in (a) or (b);

“Eligible Non-Resident” means a beneficial owner of Company Shares immediately prior to the Effective Time (other than a Shareholder that duly and validly exercises Dissent Rights in respect of all Company Shares held by that Shareholder and has not withdrawn or been deemed to have withdrawn such Dissent Rights) who is not, and is not deemed to be, a resident of Canada for purposes of the Tax Act and any applicable income tax treaty and whose Company Shares constitute “taxable Canadian property” (as defined in the Tax Act) and are not “treaty-protected property” (as defined in the Tax Act);

“Eligible Non-Resident Holder” has the meaning given to it in “Part V — Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada – Exchange of Company Shares for the Consideration and Subsequent Dispositions of Consideration Shares”;

“Eligible Resident Holder” has the meaning ascribed thereto in “Part V — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Exchange of Company Shares for the Consideration – Section 85 Election”;

“Equinox” means Equinox Gold Corp., a corporation existing under the Laws of British Columbia;

“Equinox AIF” means the annual information form of Equinox for the year ended December 31, 2025 dated March 30, 2026, which is incorporated by reference into this Circular;

“Equinox Annual Financial Statements” means the audited consolidated financial statements of Equinox as at, and for the years ended, December 31, 2025 and 2024, including the auditor’s report thereon and the notes thereto;

“Equinox Annual MD&A” means the management’s discussion and analysis on the financial condition and results of operations of Equinox for the year ended December 31, 2025;

“Equinox Benefit Plans” means, collectively, all employee benefit, health, welfare, dental, supplemental unemployment benefit, bonus, incentive, profit sharing, deferred compensation, stock purchase, stock compensation, stock option, disability, life insurance, pension or retirement plans, group registered retirement savings and other employee compensation or benefit plans, policies, arrangements, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, registered or unregistered, insured or self-insured which are sponsored, administered or maintained by or contributed to or required to be contributed to by, or which are otherwise binding upon, Equinox or any such Material Subsidiary or in respect of which Equinox or any of its Material Subsidiaries has any actual or potential liability;

“Equinox Board” means the board of directors of Equinox as the same is constituted from time to time;

“Equinox Board Recommendation” means the unanimous determination of the Equinox Board, after consultation with its legal and financial advisors, that the Arrangement is in the best interests of Equinox and the unanimous recommendation of the Equinox Board to the Equinox Shareholders that they vote for the Equinox Shareholder Resolution;

“Equinox Circular” means the notice of meeting and accompanying management information circular (including all schedules, appendices and exhibits thereto), and information incorporated by reference therein, to be sent to the Equinox Shareholders in connection with the Equinox Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the Arrangement Agreement;

“Equinox Convertible Notes” means, collectively, the 2023 Convertible Notes and the 2025 Convertible Notes, as amended, each as defined in the Equinox Public Disclosure Record;

“Equinox Disclosure Letter” means the disclosure letter dated May 12, 2026 regarding the Arrangement Agreement that was executed by Equinox and delivered to the Company concurrently with the execution of the Arrangement Agreement;

“Equinox Financial Statements” means Equinox’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2025 and 2024 and unaudited condensed interim consolidated financial statements as at and for the three months ended March 31, 2026, including the notes thereto;

“Equinox Holdco” means a corporation incorporated under the federal laws of Canada prior to the Effective Date, and which will be, when incorporated, a wholly-owned subsidiary of Equinox;

“Equinox Holdco Shares” means common shares in the capital of Equinox Holdco;

“Equinox Interim Financial Statements” means the unaudited condensed financial statements as at and for the three months ended March 31, 2026, including the notes thereto;

“Equinox Interim MD&A” means the management’s discussion and analysis of Equinox dated May 6, 2026, for the three months ended March 31, 2026;

“Equinox Locked-up Shareholders” means each of the senior officers and directors of Equinox;

“Equinox Meeting” means the special meeting of the Equinox Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with applicable Law for the purpose of considering and, if thought appropriate, approving the Equinox Shareholder Resolution;

“Equinox Options” means the outstanding options to purchase Equinox Shares granted under the Calibre Mining Corp. stock option plan and the Marathon Gold Corporation stock option plan;

“Equinox Projections” has the meaning ascribed thereto in “Part IV – Risk Factors – Risk Factors Related to the Arrangement”;

“Equinox Properties” means the Mesquite Gold Mine, the Castle Mountain Gold Project, the Los Filos Mining Complex, the El Limon Complex, the La Libertad Complex, the Valentine Gold Mine and the Greenstone Gold Mine, each as more particularly described in the Equinox Public Disclosure Record;

“Equinox PSU” means a performance-based restricted share unit issued pursuant to the Equinox Restricted Share Unit Plan;

“Equinox Public Disclosure Record” means all documents and information required to be filed or furnished, as applicable, by Equinox under applicable Securities Laws on SEDAR+ or pursuant to the U.S. Exchange Act, during the three years prior to the date of the Arrangement Agreement;

“Equinox Restricted Share Unit Plan” means the restricted share unit plan of Equinox adopted by the Equinox Shareholders on May 1, 2025, as amended;

“Equinox RSU” means a restricted share unit issued pursuant to the Equinox Restricted Share Unit Plan;

“Equinox Shareholder” means a holder of one or more Equinox Shares;

“Equinox Shareholder Approval” means the approval of the Equinox Shareholder Resolution by a simple majority of the votes cast in respect of the Equinox Shareholder Resolution by Equinox Shareholders present in person or by proxy at the Equinox Meeting, as required by the rules of the TSX;

“Equinox Shareholder Resolution” means the ordinary resolution of the holders of outstanding Equinox Shares approving the issuance of the Consideration Shares pursuant to the Arrangement;

“Equinox Shares” means the common shares in the capital of Equinox;

“Equinox Technical Reports” means the Greenstone Report and the Valentine Report;

“Equinox Voting Agreements” means the voting and support agreements (including all amendments thereto) between the Company and the Equinox Locked-up Shareholders setting forth the terms and conditions upon which they agree to vote their Equinox Shares in favour of the Equinox Shareholder Resolution;

“Equinox Warrant Certificates” means the warrant certificates, as amended, each dated March 4, 2025, representing the common share purchase warrants previously issued by Calibre Mining Corp. and assumed as part of Equinox’s acquisition of Calibre Mining Corp.;

“Equinox Warrants” means the Equinox Share purchase warrants issued under the terms of the Equinox Warrant Certificates;

“Exchange Ratio” means a ratio equal to 1.00 Equinox Share for each Company Share;

“Exchanges” means the TSX and the NYSE American, as applicable;

“Executive” has the meaning set forth in “Part II – The Arrangement – Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions”;

“Executive Employment Agreements” has the meaning set forth in “Part II – The Arrangement – Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions”;

“Fairness Opinions” means the Scotiabank Fairness Opinion and the Fort Capital Fairness Opinion;

“Fasken” means Fasken Martineau DuMoulin LLP;

“Final Order” means the final order of the Court pursuant to Section 192 of the CBCA, approving the Arrangement, in form and substance acceptable to the Company and Equinox, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court at any time prior to the Effective Date (provided that any such amendment, modification, supplementation or variation is acceptable to both the Company and Equinox, each acting reasonably), or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both the Company and Equinox, each acting reasonably);

“Foreign Tax Credit Regulations” has the meaning ascribed thereto in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“Former Shareholders” means the holders of Company Shares immediately prior to the Effective Time;

“Fort Capital” means Fort Advisory Partners;

“Fort Capital Fairness Opinion” means the fairness opinions of Fort Capital dated May 12, 2026 addressed to the Board and the Special Committee to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders;

“Governmental Entity” means: (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, bureau, board or authority of any of the foregoing; (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; (d) any stock exchange, including the Exchanges; or (e) any government-run, government-owned, or government-controlled entity;

“Greenstone Gold Mine” means Equinox’s 100%-owned producing Greenstone Gold Mine in Ontario, Canada;

“Greenstone Report” means the technical report for the Greenstone Gold Mine entitled “NI 43-101 Technical Report, Greenstone Property, Ontario, Canada” dated March 30, 2026, with an effective date of December 31, 2025, prepared by Alex Thompson, P.Geo., Niel de Bruin, P.Geo., Kelly Boychuk, P. Eng., Philippe Lebleu, P. Eng., Scott Davidson, P. Geo., all from Equinox and Neil Lincoln, P. Eng., independent metallurgical consultant;

“Holder” has the meaning given to it in “Part V – Certain Canadian Federal Income Tax Considerations”;

“IAS 34” means International Accounting Standard 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board;

“IFRS Accounting Standards” means IFRS Accounting Standards as issued by the International Accounting Standards Board;

“Independent Committee Exclusion” has the meaning ascribed thereto in “Part II – The Arrangement – Securities Law Matters – Canada – MI 61-101”;

“Interim Order” means the interim order of the Court, after being informed of the intention to rely upon the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Equinox Shares issuable as Consideration pursuant to the Arrangement, made pursuant to Section 192 of the CBCA following the application contemplated by the Arrangement Agreement, in form and substance acceptable to both the Company and Equinox, each acting reasonably, providing for, among other things, declarations and directions in respect of the notice to be given in respect of, and the calling and holding of the Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of the Company and Equinox, each acting reasonably);

“Intermediary” includes a broker, investment dealer, bank, trust company, nominee or other intermediary;

“Investment Canada Act” means the Investment Canada Act (Canada) and the regulations promulgated thereunder;

“IRS” means the U.S. Internal Revenue Service;

“Key Regulatory Approvals” means the Canadian Competition Approval, the CNA Approval and the other regulatory approvals described in the Arrangement Agreement, including the approval of the TSX of the delisting of the Company Shares following completion of the Arrangement and the approval of the listing and posting for trading on the NYSE American, in the case of the TSX subject only to satisfaction of the standard listing conditions, of the Equinox Shares issuable in connection with the Arrangement;

“La Libertad Complex” means Equinox’s 100%-owned La Libertad underground and open pit gold mining operations, with ore processing at the processing plant located 110 km due east of Managua, Nicaragua;

“Laurel Hill Advisory Group” means the proxy solicitation agent and shareholder communications advisor retained by the Company;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity or self-regulatory authority (including the Exchanges), and the term “applicable” with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

“Letter of Transmittal” means the letter of transmittal being delivered by the Company to the Registered Shareholders providing for the delivery of Company Shares to the Depositary in exchange for the Consideration;

“LFCE” has the meaning ascribed thereto in “Part II – The Arrangement – Key Regulatory Approvals – CNA Approval”;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing, other than Permitted Liens;

“Los Filos Mining Complex” means Equinox’s 100%-owned Los Filos mine complex in Guerrero State, Mexico;

“Mark-to-Market Election” has the meaning ascribed thereto in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“Material Adverse Effect” means in respect of any the Company or Equinox, as applicable, any change, effect, event, occurrence or state of facts that either individually or in the aggregate with other such changes, effects, events, occurrences or states of fact, is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, assets, properties, financial condition or liabilities of that person and its subsidiaries, on a consolidated basis, except any change, effect, event, occurrence or state of facts resulting from or relating to: (i) the execution, announcement or performance of the Arrangement Agreement or the consummation of the transactions contemplated thereby (including the impact of any of the foregoing on the relationships, contractual or otherwise, of such Party with its customers, suppliers, service providers and employees); (ii) changes in general economic, securities, financial, banking or currency exchange markets including, without limitation, the imposition or adjustment of tariffs provided that such changes do not have a materially disproportionate effect on that person relative to comparable gold mining companies; (iii) any change in IFRS Accounting Standards or changes in applicable regulatory accounting requirements applicable to the industries in which such Party conducts business, or that results from any action taken for the purpose of complying with any of the foregoing; (iv) any natural disaster provided that it does not have a materially disproportionate effect on that person relative to comparable gold mining companies; (v) changes or developments affecting the gold mining industry generally or gold prices (on a current or forward basis), provided that such changes do not have a materially disproportionate effect on that person relative to comparable gold mining companies; (vi) generally applicable changes in applicable Law provided that it does not have a materially disproportionate effect on that person relative to comparable gold mining companies; (vii) the commencement or continuation of any war, armed hostilities or acts of terrorism provided that it does not have a materially disproportionate effect on that person relative to comparable gold mining companies; (viii) changes in political or civil conditions in any jurisdiction in which such person’s assets and/or its business and operations are located provided that such changes do not have a materially disproportionate effect on that person relative to comparable gold mining companies; (ix) any change or development in political policy conditions in Canada, U.S., Mexico or Nicaragua provided that it does not have a materially disproportionate effect on that person relative to comparable gold mining companies; (x) any decrease in the market price or any decline in the trading volume of that person’s common shares on the Exchanges (it being understood that the causes underlying such change in market price or trading volume (other than those in items (i) to (ix) above) may be taken into account in determining whether a Material Adverse Effect has occurred); (xi) any actions taken or omitted to be taken by such person pursuant to the Arrangement Agreement to obtain any approvals, consents, registrations, permits, or authorizations for the completion of the transactions contemplated by the Arrangement Agreement; and (xii) any other changes agreed in writing by the Parties, provided, however, that references in certain sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred;

“Material Contract” means, in respect of any person, any Contract entered into outside the ordinary course of business of such person (except for any earn-in, option, joint venture or similar agreement not relating to the Equinox Properties or the Company Properties, as applicable) to which such person is party: (i) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect; (ii) under which such person or any of its subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party (other than ordinary course endorsements for collection) in excess of $20 million in the aggregate; (iii) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of $20 million; (iv) providing for the establishment, organization or formation of any joint venture that is material to it; (v) under which such person or any of its subsidiaries is obligated to make or expects to receive payments in excess of $20 million over the remaining term of the Contract; (vi) that limits or restricts such person or any of its subsidiaries from engaging in any line of business or any geographic area in any material respect; or (vii) that is otherwise material to such person and its subsidiaries, considered as a whole; and, for greater certainty, with respect to the Company, includes the Material Contracts described in the Company Disclosure Letter and, with respect to Equinox, includes the Material Contracts described in the Equinox Disclosure Letter;

“Material Employees” means senior management and executive officers as set out in the Equinox Disclosure Letter and the Company Disclosure Letter, as applicable;

“material fact” has the meaning ascribed to such term in the Securities Act provided, that with respect to any documents filed or furnished by Equinox or Orla with or to the SEC, “material fact” means a fact that is “material”, where “material” has the meaning ascribed thereto under the U.S. Exchange Act;

“Material Subsidiary” means, in the case of the Company, those subsidiaries of Orla described in the Company Disclosure Letter as being Material Subsidiaries of the Company and, in the case of Equinox, those subsidiaries of Equinox described in the Equinox Disclosure Letter as being Material Subsidiaries of Equinox;

“Meeting” means the special meeting of the Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider and, if thought appropriate, approve the Arrangement Resolution;

“Mesquite Gold Mine” means Equinox’s 100%-owned producing Mesquite Gold Mine in California, USA;

“Mexican Antitrust Law” means the Mexican Federal Economic Competition Law (Ley Federal de Competencia Económica) or the applicable Mexican Law that replaces it;

“Mexico” means the United Mexican States;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the CSA;

“misrepresentation” has the meaning attributed to such term under the Securities Act;

“MLI” has the meaning given to it in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dividends on Consideration Shares”;

“Musselwhite Mine” or “Musselwhite” means Orla’s 100%-owned Musselwhite gold mine, an underground mine in Ontario, Canada;

“Musselwhite Report” means the technical report on the Musselwhite Mine prepared by Ryan Wilson, P.Geo., David Frost, FAusIMM, Daniel M. Gagnon, P. Eng., all from DRA Americas Inc., James (Jim) Theriault, P.Eng., from SLR Consulting (Canada) Ltd., Paul Gauthier, P.Eng., Paul Palmer, P.Eng. and William Richard (Rick) McBride, P.Eng., all from WSP Canada Inc., entitled “Technical Report, Musselwhite Mine, Ontario, Canada”, dated December 20, 2024, with an effective date of November 18, 2024;

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the CSA;

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions of the CSA;

“NI 45-102” means National Instrument 45-102 – Resale of Securities of the CSA;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions of the CSA;

“No Action Letter” means written confirmation from the Commissioner that he or she does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated hereby, such written confirmation having not been modified or withdrawn prior to the Effective Time;

“NOBOs” means “non-objecting beneficial owners” and refers to Non-Registered Shareholders who have not objected to their nominee disclosing certain ownership information about themselves to the Company;

“Non-Approving Party” has the meaning ascribed thereto under the heading “Part III – The Arrangement Agreement – Expenses and Termination Fees – Termination Fee”;

“non-IFRS measures” has the meaning ascribed thereto in “General Information – Non-IFRS Financial Performance Measures”;

“Non-Registered Shareholders” means Shareholders that do not hold their Company Shares in their own name and whose Company Shares are held through an Intermediary;

“Non-Resident Dissenting Holder” has the meaning given to it in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Holders Not Resident in Canada”;

“Non-Resident Holder” has the meaning given to it in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“Notice of Special Meeting” means the Notice of Special Meeting of Shareholders, which accompanies this Circular;

“Notifiable Transactions” has the meaning ascribed thereto in “Part II – The Arrangement – Key Regulatory Approvals – Canadian Competition Approval”;

“Notification” has the meaning ascribed thereto in “Part II – The Arrangement – Key Regulatory Approvals – Canadian Competition Approval”;

“NYSE American” mean the NYSE American Stock Exchange;

“OBOs” means “objecting beneficial owners” and refers to those Non-Registered Shareholders who have objected to their nominee disclosing ownership information about themselves to the Company;

“Offer to Pay” has the meaning ascribed thereto in “Part II – The Arrangement – Right to Dissent”;

“ordinary course of business” or any similar reference, means, with respect to an action taken by a person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person; provided that in any event such action is not unreasonable or unusual;

“Orla Projections” has the meaning ascribed thereto in “Part IV – Risk Factors – Risk Factors Related to the Arrangement”;

“Outside Date” means November 12, 2026 or such later date as may be agreed to by the Parties and set out in an instrument in writing for that purpose that is executed by the Parties;

“Party” means any of the Company or Equinox, as the case may be, and “Parties” means both of them, collectively;

“PCAOB” means the Public Company Accounting Oversight Board (United States);

“Permit” means any license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of and from any Governmental Entity;

“Permitted Liens” means, with respect to the Company, the Permitted Liens described in the Company Disclosure Letter and, with respect to Equinox, the Permitted Liens described in the Equinox Disclosure Letter;

“Pershimco” has the meaning ascribed thereto in “Part VII – Information Concerning the Parties to the Arrangement – Information Concerning Orla”;

“person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“PFIC” has the meaning ascribed thereto in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“Plan of Arrangement” means the plan of arrangement, substantially in the form and content set out in Appendix D, “Plan of Arrangement” to this Circular, and any amendments or variations thereto made in accordance with the Arrangement Agreement or the Plan of Arrangement or at the direction of the Court with the consent of the Parties, each acting reasonably;

“Pre-Acquisition Reorganization” has the meaning ascribed thereto under the heading “Part III – The Arrangement Agreement – Covenants – Pre-Acquisition Reorganization”;

“Projections” has the meaning ascribed thereto in “Part IV – Risk Factors – Risk Factors Related to the Arrangement”;

“Proposed Amendments” has the meaning ascribed thereto in “Part V – Certain Canadian Federal Income Tax Considerations”;

“proposed PFIC Regulations” has the meaning ascribed thereto in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“QEF” has the meaning ascribed thereto in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“QEF Election” has the meaning ascribed thereto in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“Qualified Person” means a “qualified person” within the meaning given to such term in NI 43-101;

“Receiving Party” has the meaning ascribed thereto in “Part III – The Arrangement Agreement – Non-Solicitation and Right to Match – Superior Proposal and Right to Match”;

“Record Date” means June 15, 2026;

“Registered Plan” has the meaning ascribed thereto in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans”;

“Registered Shareholder” means, as applicable, the person whose name appears on the registers of the Company as the owner of Company Shares;

“Regulation S” means Regulation S under the U.S. Securities Act;

“Reorganization” has the meaning set forth in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“Representatives” means any officer, director, employee, representative (including any financial or other advisor) or agent of a Party or any of its subsidiaries;

“Resident Dissenting Holder” has the meaning given to it in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Holders Resident in Canada”;

“Resident Holder” has the meaning given to it in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Responding Party” has the meaning ascribed thereto in “Part III – The Arrangement Agreement – Non-Solicitation and Right to Match – Superior Proposal and Right to Match”;

“Response Period” has the meaning ascribed thereto in “Part III – The Arrangement Agreement – Non-Solicitation and Right to Match – Superior Proposal and Right to Match”;

“Returns” means all reports, forms, elections, declarations, designations, notices, filings, information statements and returns, including any amended filings, schedules, attachments, supplements, appendices and exhibits thereto, that are filed or required to be filed with any Governmental Entity in connection with any Taxes, and whether in tangible or electronic form;

“Rule 144” means Rule 144 under the U.S. Securities Act;

“Scotiabank” means Scotia Capital Inc.;

“Scotiabank Fairness Opinion” means the fairness opinions of Scotia dated May 12, 2026 addressed to the Board and the Special Committee to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders;

“SEC” means the United States Securities and Exchange Commission;

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof;

“Section 85 Election” has the meaning ascribed thereto in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of Company Shares for the Consideration – Section 85 Election”;

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Laws” means the Securities Act, together with all other applicable provincial securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

“SEDAR+” means the System for Electronic Document Analysis and Retrieval+ described in National Instrument 13-103 – System for Electronic Document Analysis and Retrieval + (SEDAR+) of the CSA and available for public view at www.sedarplus.ca;

“Shareholders” means holders of one or more Company Shares;

“South Railroad Project” means Orla’s 100%-owned South Railroad project, an open-pit heap leach project in Nevada, U.S., which consists of the Dark Star and Pinion deposits situated within the land package called the “South Carlin Complex”;

“South Railroad Report” means the technical report on the South Railroad Project prepared by Matthew Sletten, P.E. and Benjamin Bermudez, P.E. from M3 Engineering and Technology Corp., Michael S. Lindholm, CPG and Thomas Dyer, P.E., Gary (Joe) Petersen, SME-RM, QP from RESPEC Company LLC, Raymond H. Walton, P.Eng., from Ray Walton Consulting Inc., Richard DeLong, QP-MMSA, RG, PG, from WestLand, a Trinity Consultants Team, Warren Black, M. Sc., P. Geo., and Michael Dufresne, M.Sc., P. Geo., from APEX Geosciences Ltd., entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada”, dated February 27, 2026, with an effective date of September 30, 2025;

“Special Committee” means the special committee of independent members of the Board;

“Subpart 1300” has the meaning ascribed thereto in “General Information – Cautionary Note to United States Shareholders Concerning Estimates of Mineral Reserves and Resources”;

“subsidiary” means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to a subsidiary;

“Subsidiary PFIC” has the meaning ascribed thereto in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“Superior Proposal” means any bona fide, unsolicited, written Acquisition Proposal made by a third party or third parties acting jointly or in concert with one another after the date of the Arrangement Agreement that relates to the acquisition of 100% of the outstanding voting shares of a Party (the “Target”) (other than voting shares owned by the person making the Superior Proposal) or all or substantially all of the consolidated assets of the Target and its subsidiaries, taken as a whole that is not obtained in violation of the Arrangement Agreement, or any agreement between the person making such Superior Proposal and the Target; and (i) complies with all applicable Laws; (ii) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the person making such proposal; (iii) that, in the case of an Acquisition Proposal to acquire 100% of the outstanding voting shares of the Target, is made available to all shareholders of the Target on the same terms and conditions; (iv) that is not subject to a due diligence or access condition (but, for greater certainty, may include a customary access covenant); (v) that is not subject to a financing condition; and (vi) in respect of which the Target’s board of directors determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors, that having regard for all of its terms and conditions, and such other factors deemed to be relevant by the board of directors of the Target, including certainty of financing, likelihood of obtaining regulatory approvals and the expected timing and likelihood of consummation, such Acquisition Proposal, would, if consummated in accordance with its terms, result in a transaction more favourable to the holders of its voting shares from a financial point of view than the Arrangement;

“Superior Proposal Agreement” has the meaning ascribed thereto in “Part III – The Arrangement Agreement – Non-Solicitation and Right to Match – Superior Proposal and Right to Match”;

“Supplemental Notes” means supplemental notes, or other appropriate instruments evidencing adjustments to the Company Notes, to be entered into by Equinox in connection with the Company Notes;

“Supplemental Warrant Certificates” means supplemental certificates, or other appropriate instruments evidencing adjustments to the Company Warrants, to be entered into by Equinox in connection with the Company Warrants;

“Supplementary Information Request” has the meaning ascribed thereto in “Part II – The Arrangement – Key Regulatory Approvals – Canadian Competition Approval”;

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended from time to time;

“taxable capital gain” has the meaning ascribed thereto in “Part V – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”;

“Taxes” means, with respect to any person, all supranational, national, federal, provincial, state, local or other taxes, including income taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, digital services taxes, windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, ecological taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes, government pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment/unemployment insurance or compensation premiums and contributions, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, global minimum or “Pillar 2” taxes, goods and service taxes, harmonized sales taxes, mining duties (whether assessed on explored or exploited surface area, related to mining or non-mining activities, based on sales, profits, production, volume or otherwise measured in any manner under applicable Law), contributions, duties, government charges or fees (aprovechamientos), tariffs, customs duties, surtaxes or other taxes of any kind whatsoever imposed or charged by any Governmental Entity, any requirement to pay or repay any amount to a Governmental Entity in respect of a tax credit, refund, rebate, governmental grant or subsidy, overpayment, or similar adjustment of Taxes, and any instalments in respect thereof, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and whether disputed or not, and “Tax” means any one of such Taxes;

“Tax Exempt Person” means a person who is generally exempt from Tax on that person’s taxable income under Part I of the Tax Act;

“Tax Instruction Letter” has the meaning ascribed thereto in “Part V — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Exchange of Company Shares for the Consideration – Section 85 Election – Procedure for Making Section 85 Election”;

“Termination Fee” means US$250 million in respect of Orla and US$475 million in respect of Equinox;

“Transfer” has the meaning ascribed thereto in “Part II – The Arrangement – Voting Agreements”;

“Triggering Event” has the meaning set forth in “Part II – The Arrangement – Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions”;

“Trinity Loan Agreement” means the loan agreement dated December 18, 2019 among the Company, Trinity Capital Partners Corporation and a syndicate of other lenders;

“Trinity” means Trinity Capital Partners Corporation;

“Trinity Warrants” means the Company Share purchase warrants issued by the Company in connection with the Trinity Loan Agreement;

“TSX” means the Toronto Stock Exchange;

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. Holder” has the meaning ascribed thereto in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means federal and state securities legislation of the United States and all rules, regulations and orders promulgated thereunder, including judicial and administrative interpretations thereof;

“U.S. Treasury Regulations” has the meaning ascribed thereto in “Part VI – Certain U.S. Federal Income Tax Considerations”;

“U.S. Treaty” has the meaning ascribed thereto under “Part V – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada - Dividends on Consideration Shares”;

“Valentine Gold Mine” means Equinox’s 100%-owned Valentine gold mine, an open pit mining and conventional milling operation located in Newfoundland and Labrador, Canada;

“Valentine Report” means the technical report on the Valentine Gold Mine prepared by Kelly Boychuk, P. Eng. MBA, Nicholas Capps, P. Geo., Scott Davidson, M.Sc., P. Geo., Niel de Bruin, P. Geo., all from Equinox, Jeffrey Colden, P. Eng., from Moose Mountain Technical Services, Tony Gilman, M.Sc., P.Eng., P.Geo., from Terrane Geoscience Inc. Neil Lincoln, P.Eng., independent metallurgical consultant, Stuart Collins, PE and Grant A. Malensek, M.Eng., P.Eng., both from SLR International Corporation entitled “NI 43-101 Technical Report, Valentine Gold Mine, Newfoundland and Labrador, Canada”, dated March 30, 2026 with an effective date of December 31, 2025;

“VIF” means a voting instruction form; and

“Voting Agreements” means, collectively, the Company Voting Agreements and the Equinox Voting Agreements.

GENERAL INFORMATION

Introduction

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of Orla for use at the Meeting and any adjournment or postponement thereof. No person has been authorized to give any information or make any representation in connection with the Arrangement other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Company or Equinox and should not be relied upon in making a decision as to how to vote on the Arrangement.

These Meeting materials are being sent to registered holders of Company Shares and beneficial owners of Company Shares through Intermediaries.

If you hold Company Shares through an Intermediary, you should contact your Intermediary for instructions and assistance in voting and surrendering the Company Shares that you beneficially own.

Information Contained in this Circular

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under “Glossary of Terms”. Information contained in this Circular is given as of June 19, 2026 unless otherwise specifically stated. This Circular does not constitute the solicitation of an offer to sell, or purchase, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

This document is important and requires your immediate attention. Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own financial, legal, tax or other professional advisors in considering the relevant financial, legal, tax or other matters contained in this Circular.

Information contained on Orla’s website is not and is not deemed to be a part of this Circular or incorporated by reference herein and should not be relied upon in making a decision as to how to vote on the Arrangement Resolution. For the avoidance of doubt, to the extent that any information contained or provided on Orla’s website or by Orla’s proxy solicitation agent and shareholder communications advisor is inconsistent with this Circular, you should rely on the information provided in this Circular.

THIS CIRCULAR AND THE TRANSACTIONS CONTEMPLATED BY THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Descriptions in this Circular of the terms of the Arrangement Agreement, the Plan of Arrangement, the Voting Agreements, the Fairness Opinions and the Interim Order are summaries of the terms of those documents and are qualified in their entirety by such terms. Shareholders should refer to the full terms of the Arrangement Agreement, the Plan of Arrangement, the Voting Agreements, the Fairness Opinions and the Interim Order for complete details of those documents. In the event of any inconsistency between the summary of any provision of these documents contained in this Circular and the actual text of the document, the text of the applicable document shall govern. The Arrangement Agreement and the forms of Voting Agreements, have been filed by the Company under its issuer profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The Plan of Arrangement, the Interim Order and the Fairness Opinions are attached as Appendix D, “Plan of Arrangement”, Appendix B, “Interim Order”, Appendix E, “Scotiabank Fairness Opinion” and Appendix G, “Fort Capital Fairness Opinion” to this Circular.

Information Concerning Equinox

Except as otherwise indicated, the information concerning Equinox and its affiliates contained in this Circular has been provided by Equinox for inclusion in this Circular and should be read together with, and is qualified by, the documents of Equinox incorporated by reference herein. With respect to this information, the Company has relied exclusively on Equinox, without independent verification by the Company. Although the Company has no knowledge that any statements contained herein taken from or based on such information provided by Equinox are untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information, or for any failure by Equinox or any of its affiliates or any of their respective representatives to disclose facts or events which may have occurred or may affect the completeness or accuracy of any such information but which are unknown to the Company. In accordance with the Arrangement Agreement, Equinox provided the Company with all necessary information concerning Equinox that is required by applicable Laws to be included in this Circular and ensured that such information does not contain any misrepresentations.

Non-IFRS Financial Performance Measures

This Circular and the documents incorporated by reference that relate to the Company present certain performance measures, including (i) average realized gold price, (ii) net cash, (iii) total available liquidity, (iv) adjusted earnings and adjusted earnings per share, (v) free cash flow, (vi) exploration and project development costs, (vii) cash cost per ounce, and (viii) all-in sustaining costs (“AISC”) per ounce.

In addition, this Circular and certain documents incorporated by reference that relate to Equinox and/or the Combined Company present certain performance measures, including (i) cash costs, (ii) cash costs per ounce sold, (iii) AISC, (iv) AISC per ounce sold, (v) AISC contribution margin, (vi) adjusted net income, (vii) adjusted earnings per share, (viii) mine-site free cash flow, (ix) earnings before interest, taxes, depreciation and amortization (“EBITDA”), (x) adjusted EBITDA, (xi) net debt, and (xii) sustaining capital expenditures.

In the gold mining industry, the foregoing measures (collectively, the “non-IFRS measures”) are common performance measures but are not standardized financial measures under IFRS Accounting Standards. As there is no standardized method of calculating any of these non-IFRS measures, the method of calculating each of them may differ from the methods used by other entities and, accordingly, the use of any of these measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. These measures, in addition to information prepared in accordance with IFRS Accounting Standards, are intended to provide investors with useful information to assist in their evaluation of the Company’s and Equinox’s performance and ability to generate cash flow from its operations.

The reconciliation of the non-IFRS measures used and presented by the Company to the most directly comparable IFRS Accounting Standards measures is provided in certain documents incorporated by reference herein in which these non-IFRS measures are referenced. See the section “Non-GAAP Measures” on page 21 of the Company Annual MD&A and “Non-GAAP Measures” on page 17 of the Company Interim MD&A, each of which is incorporated by reference in this Circular and available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

The reconciliation of the non-IFRS measures used and presented by Equinox to the most directly comparable IFRS Accounting Standards measures is provided in certain documents incorporated by reference herein in which these non-IFRS measures are referenced. See the section “Non-IFRS Measures” on page 39 of the Equinox Annual MD&A and “Non-IFRS Measures” on page 27 of the Equinox Interim MD&A, each of which is incorporated by reference in this Circular and available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Presentation of Financial Information

Orla and Equinox report in United States dollars. The historical financial statements and all other financial information of Orla and Equinox included or incorporated by reference in this Circular are reported in United States dollars and have been prepared in accordance with IFRS Accounting Standards.

The Company Annual Financial Statements and the Equinox Annual Financial Statements have been audited, in each case, in accordance with the standards of the PCAOB. The unaudited pro forma consolidated financial information included in this Circular are reported in U.S. dollars and has been prepared by Equinox management in accordance with applicable Canadian Securities Laws.

Pro Forma Financial Information

The unaudited pro forma consolidated financial information included in this Circular give effect to the Arrangement and certain related adjustments described in the notes accompanying such financial information. The unaudited pro forma consolidated financial statements included in this Circular have been prepared by Equinox and included in this Circular as required by applicable Canadian Securities Law. The unaudited pro forma consolidated statement of financial position gives effect to the Arrangement as if it had closed on March 31, 2026. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 and the unaudited pro forma consolidated statement of operations for the three months ended March 31, 2026 each give effect to the Arrangement as if it had closed on January 1, 2025. The unaudited pro forma consolidated financial information is based on the respective historical audited consolidated financial statements of Orla and Equinox as at and for the year ended December 31, 2025, and the respective historical unaudited condensed consolidated interim financial statements of Orla and Equinox as at and for the three months ended March 31, 2026, included or incorporated by reference in this Circular, as applicable. Pro forma financial information presented in this Circular has been derived from the unaudited pro forma consolidated financial information of Orla and Equinox included elsewhere in this Circular. The pro forma financial information presented in this Circular should be read in conjunction with the historical consolidated financial statements of both Orla and Equinox as at and for the year ended December 31, 2025 and as at and for the three months ended March 31, 2026. See Appendix L, “Unaudited Pro Forma Financial Information”.

The unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not necessarily reflect what the Combined Company’s financial condition and results of operations would have been had the Arrangement occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of the operations of the Combined Company. The actual financial position and results of operations of the Combined Company may differ significantly from the pro forma amounts reflected in the unaudited pro forma consolidated financial information due to a variety of factors.

The unaudited pro forma information and adjustments, including the allocation of the purchase price, are based upon preliminary estimates of fair values of assets acquired and liabilities assumed, currently available information and certain assumptions that Orla and Equinox believe are reasonable in the circumstances, as described in the notes to the unaudited pro forma consolidated financial information. The actual adjustments to the consolidated financial statements of Equinox upon closing of the Arrangement will depend on a number of factors, including, among others, the actual expenses of the Arrangement and other additional information that becomes available after the date of this Circular. As a result, it is expected that actual adjustments will differ from the pro forma adjustments, and the differences may be material. See “General Information – Cautionary Note Regarding Forward-Looking Statements and Information” and “Part IV – Risk Factors”.

Scientific and Technical Information

All mineral reserves and mineral resources for Orla and Equinox contained or incorporated by reference in this Circular have been estimated in accordance with the standards of the Canadian Institute of Mining Metallurgy and Petroleum (“CIM”) Definition Standards adopted by the CIM Council on May 10, 2014 (“CIM Definition Standards”) and NI 43-101. All mineral resources are reported exclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The estimation of “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” involves greater uncertainty as to their existence and economic feasibility than the estimation of “proven mineral reserves” and “probable mineral reserves”. The estimation of “inferred mineral resources” involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of mineral resources. It cannot be assumed that all or any part of a “measured mineral resource”, “indicated mineral resource” or “inferred mineral resource” will ever be upgraded to a higher category or converted into a mineral reserve. Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility studies, pre-feasibility studies or other economic studies, except in prescribed cases, such as in a preliminary economic assessment under certain circumstances. Investors are cautioned not to assume that any part or all of a “measured mineral resource”, “indicated mineral resource” or “inferred mineral resource” exists or is economically or legally mineable. An estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. The quantity and grade of reported “inferred mineral resources” in an estimation are uncertain in nature and there has been insufficient exploration to define such “inferred mineral resources” as an “indicated mineral resource” or “measured mineral resource” and it is uncertain if further exploration will result in upgrading them to an “indicated mineral resource” or “measured mineral resource” category. “Inferred mineral resources” are considered too speculative geologically to have the economic considerations applied to enable them to be categorized as mineral reserves.

Additional information about each of Orla’s and Equinox’s material mineral properties, including information regarding data verification, key assumptions, parameters and methods used to estimate mineral reserves and mineral resources and the risks that could materially affect the development of the mineral reserves and mineral resources, can be found in the Company AIF and the Equinox AIF, respectively, and the current technical reports for each of these properties, all of which are available under Orla’s and Equinox’s respective issuer profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. See “Part VIII – Other Information – Experts”.

Cautionary Note Regarding Forward-Looking Statements and Information

This Circular, including documents incorporated by reference herein, contains forward-looking statements and information within the meaning of applicable Securities Laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends”, “potential” and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this Circular contains forward-looking statements and information concerning: whether the Arrangement will be consummated, including the timing for completing the Arrangement, or whether conditions to the consummation of the Arrangement will be satisfied; the principal steps of the Arrangement; the expected completion date of the Arrangement and satisfaction of the conditions thereto, including obtaining approvals of the Shareholders and the Equinox Shareholders, receipt of the Key Regulatory Approvals, including the TSX and NYSE American approval for the Arrangement, the listing of the Equinox Shares to be issued in connection with the Arrangement and the delisting of the Company Shares from the TSX and NYSE American following completion of the Arrangement, as well as the receipt of the Canadian Competition Approval and the CNA Approval; receipt of the Final Order; the expectations regarding the process and timing of delivery of the Consideration to the Shareholders following the Effective Time; the expected potential benefits and synergies of the Arrangement and the ability of the Combined Company to realize the anticipated benefits from the Arrangement, including cost savings, improved operating and capital efficiencies, and to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays; expectations regarding additions to mineral reserves and future production; expectations regarding financial strength, free cash flow generation, trading liquidity, and capital markets profile; expectations regarding future exploration and development, growth potential for Equinox’s and the Company’s operations; the availability of the Section 3(a)(10) Exemption for the issuance of the Equinox Shares issuable as Consideration pursuant to the Arrangement; the anticipated expenses of the Arrangement; the anticipated tax consequences of the Arrangement on Shareholders; the expectation that, subject to applicable Laws, the Company will cease to be a public company following completion of the Arrangement; the expectation that the Company will cease to be a reporting issuer following completion of the Arrangement; the performance characteristics of the Company’s business; certain combined operational and financial information of the Company and Equinox; certain pro forma financial information concerning the Combined Company; the successful integration of the operations of the Company and Equinox following completion of the Arrangement; future project development; change of control matters in respect of officers of the Company; the expected directors and executive officers of the Combined Company and other statements that are not historical facts.

The forward-looking statements and information included and incorporated by reference in this Circular are based on certain key expectations and assumptions made by the Company and Equinox, including expectations and assumptions concerning: customer demand for Equinox’s products following the Arrangement; commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; prevailing regulatory, tax and environmental laws and regulations; growth projects and future production rates; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; and the receipt, in a timely manner, of regulatory, Court and shareholders approvals and the satisfaction of other closing conditions in accordance with the Arrangement Agreement, including the Canadian Competition Approval and the CNA Approval; the Combined Company’s anticipated financial performance following the Arrangement; the success of the Company’s and Equinox’s operations; future operating costs of the Company’s and Equinox’s assets; stock market volatility and market valuations; and that there will be no significant events occurring outside of the normal course of business of the Company and Equinox. Although the Company and Equinox believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information as the Company and Equinox can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the ability to consummate the Arrangement; the ability to obtain requisite Court, regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Arrangement on the proposed terms and schedule, including the Canadian Competition Approval and the CNA Approval; the receipt of a fixed number of Equinox Shares and any fluctuation in the market value of Equinox Shares and the Company Shares prior to and following the completion of the Arrangement; the ability of Equinox and the Company to successfully integrate their respective operations and employees and realize synergies and cost savings at the times, and to the extent, anticipated; the potential impact of the Arrangement on exploration activities; the potential impact of the announcement or consummation of the Arrangement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the potential for re-rating following the consummation of the Arrangement; the potential for changes in cost of capital to carry out operations; changes in general economic, business and political conditions, including changes in the financial markets; restrictions on pursuing alternatives to the Arrangement and taking certain other actions; changes in applicable Laws; compliance with extensive government regulation; changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of Laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, U.S., Mexico or Nicaragua or other jurisdictions in which Equinox or the Company may carry on business in the future; litigation risks; loss of key personnel; any exercise of Dissent Rights; conflicts of interests; competitive action by other companies; and the diversion of management time on the Arrangement. This forward-looking information may be affected by risks and uncertainties in the business of Equinox and the Company and market conditions. This Circular also contains forward-looking statements and information concerning the anticipated timing for and completion of the Arrangement. The Company and Equinox have provided these anticipated times in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory, Court and shareholder approvals and the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including the inability to secure necessary regulatory, Court or shareholder approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. None of the foregoing lists of important factors are exhaustive. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements and information contained in this Circular.

The information contained in this Circular, including the documents incorporated by reference herein, identifies additional factors that could affect the operating results and performance of the Company and Equinox following the Arrangement. Readers are urged to carefully consider those factors.

Readers are cautioned that the foregoing lists are not exhaustive. Readers should carefully review and consider the risk factors described under “Part IV – Risk Factors – Risk Factors Related to the Arrangement”, “Part IV – Risk Factors – Risk Factors Related to the Operations of the Combined Company”, Appendix I, “Information Concerning Orla – Risk Factors”, Appendix J, “Information Concerning Equinox – Risk Factors, “Part V – Certain Canadian Federal Income Tax Considerations”, and “Part VI – Certain U.S. Federal Income Tax Considerations” and other risks described elsewhere in this Circular. Additional information on these and other factors that could affect the operations or financial results of the Company or Equinox following the Arrangement are included in reports on file with applicable Canadian Securities Regulators and may be accessed under the Company’s and Equinox’s respective issuer profiles on the SEDAR+ atwww.sedarplus.ca and on EDGAR at www.sec.gov, or, in the case of the Company, at the Company’s website (www.orlamining.com), and in the case of Equinox, at Equinox’s website (www.equinoxgold.com). The Company’s and Equinox’s websites, and the information contained in or otherwise accessible through such websites, do not form part of this Circular or part of any other report or document either party files with or furnishes to the Canadian Securities Regulators or the SEC.

The forward-looking statements and information contained in this Circular are made as of the date hereof and neither the Company nor Equinox undertakes any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable securities Laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

Information for United States Shareholders

The Consideration Shares to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any other U.S. Securities Laws, and are being issued in reliance on the Section 3(a)(10) Exemption. The issuance of the foregoing securities shall be exempt from, or not subject to, registration or qualification under U.S. state securities, or “blue sky”, laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction, that is expressly authorized by Law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on June 19, 2026 and, subject to the approval of the Arrangement by the Shareholders and satisfaction of certain other conditions, a hearing of the application for the Final Order is currently scheduled to take place at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia V6Z 2E1, on July 28, 2026 at 9:45 a.m. (Vancouver time), or as soon thereafter as counsel may be heard. All persons who will receive Consideration Shares in the Arrangement are entitled to appear and be heard at this hearing. The Final Order will constitute a basis for the Section 3(a)(10) Exemption with respect to the Consideration Shares to be received by Shareholders pursuant to the Arrangement in exchange for their Company Shares. Prior to the hearing on the Final Order, the Court will be informed of the Parties’ intended reliance on the Final Order as the basis for the Section 3(a)(10) Exemption.

Each Company Option (whether vested or unvested) outstanding immediately prior to the Effective Time held by a holder shall fully vest, and such Company Option shall remain outstanding in accordance with the terms of the Company Option Plan, and following the Effective Time, upon exercise of such Company Option, such Company Option shall entitle the holder to receive, pursuant to the terms of the Company Option and in accordance with the terms of the Company Option Plan, such number of Equinox Shares as set forth under the terms of the Plan of Arrangement. Each holder of a Company Note or a Company Warrant outstanding at the Effective Time shall be entitled to receive upon the conversion or exercise, as applicable, of such holder’s Company Notes or Company Warrants, respectively, in lieu of Company Shares to which such holder was theretofore entitled upon such exercise, and for the same aggregate consideration payable therefore, the Consideration which the holder would have been entitled to receive as a result of the transaction contemplated by the Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such holder had exercised such holder’s Company Notes or Company Warrants, respectively, immediately prior to the Effective Time. The Company Bonus Shares outstanding immediately prior to the Effective Time shall not vest in accordance with the terms of the Company Bonus Share Agreement on the occurrence of a Change of Control (as such term is defined in the Company Bonus Share Agreement) but shall be adjusted such that the Company Bonus Shares shall vest and be settled on the date the holder thereof ceases to act as a director of the Combined Company Board, and the holder of the Company Bonus Shares shall be entitled to receive (and such holder shall accept) upon the settlement of such Company Bonus Shares following the Effective Date, in lieu of Company Shares to which such holder was theretofore entitled upon such settlement, the Consideration which the holder would have been entitled to receive as a result of the transactions contemplated by this Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such Company Bonus Shares had settled immediately prior to the Effective Time. The Section 3(a)(10) Exemption does not exempt the issuance of securities upon the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants and the Company Bonus Shares. As a result, the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants and the Company Bonus Shares after the Effective Time may not be issued in reliance upon the Section 3(a)(10) Exemption and the Company Options, the Company Notes, the Company Warrants and the Company Bonus Shares may only be exercised, converted or vested, as applicable, if the underlying Equinox Shares are issued pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and any other U.S. Securities Laws (in which case they will be “restricted securities” within the meaning of Rule 144). Equinox has no obligation or intention to file a registration statement under the U.S. Securities Act relating to the issuance of the Equinox Shares issuable upon exercise, conversion or vesting, as applicable of the Company Warrants, the Company Notes or the Company Bonus Shares. Equinox has agreed under the Arrangement Agreement to (i) apply for and use its commercially reasonable efforts to obtain the approval of the listing for trading on the TSX and NYSE American by the Effective Time of the Equinox Shares issuable upon exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants, and the Company Bonus Shares, subject to customary listing conditions of the TSX, and (ii) as necessary, register the Equinox Shares issuable upon exercise of the Company Options with the SEC under the U.S. Securities Act on Form S-8 or another applicable form, and use its reasonable efforts to maintain the effectiveness of such registration statement for as long as any Company Options remain outstanding. As a result of such registration under the U.S. Securities Act, Equinox Shares received upon exercise of the Company Options, after the filing of the applicable registration statement on Form S-8 or another applicable form, by holders in the United States or who are U.S. persons, as applicable, would be freely transferable by such holders that are not, and have not been for the preceding 90 days, affiliates of Equinox, as such term is defined in Rule 144. See “Part II – The Arrangement – Stock Exchange Listing Approvals and Delisting Matters” and “Part II – The Arrangement – Securities Law Matters”.

The Consideration Shares issuable in exchange for Company Shares pursuant to the Arrangement (which, for avoidance of doubt, does not include Equinox Shares issuable upon exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants or the Company Bonus Shares) will be, upon completion of the Arrangement, freely tradeable under the U.S. Securities Act, except by persons who are “affiliates” (within the meaning of Rule 144) of Equinox at after the Effective Date or were affiliates of Equinox within 90 days before the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as certain major shareholders of the issuer. Any resale of such Consideration Shares (or Equinox Shares following the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants or the Company Bonus Shares) by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption or exclusion therefrom. See “Part II – The Arrangement – Securities Law Matters – United States”.

The Company is a corporation existing under the laws of Canada and is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act and Rule 3b-4 under the U.S. Exchange Act. The solicitations of proxies for the Meeting and the transactions contemplated in this Circular are not subject to the requirements of Sections 14(a) and 14(c) of the U.S. Exchange Act by virtue of an exemption for foreign private issuers, and therefore this solicitation is not being effected in accordance with U.S. Securities Laws. Accordingly, the solicitations and transactions contemplated in this Circular are being made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Shareholders in the United States should also be aware that other requirements under Canadian laws may differ from those required under United States corporate laws and U.S. Securities Laws and United States federal and state securities legislation.

Information concerning the properties, operations and business of Orla and Equinox contained herein has been prepared in accordance with the disclosure requirements of Canadian Securities Laws, which differ from the disclosure requirements of U.S. Securities Laws. Shareholders in the United States should be aware that although the historical unaudited interim financial statements and the historical audited financial statements of Orla and Equinox and other financial information included or incorporated by reference in this Circular have been prepared in United States dollars, such financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with IFRS Accounting Standards (for annual financial statements ) and IAS 34 (for interim financial statements), which differ from generally accepted accounting principles in the United States in certain material respects, and thus may not be comparable in all respects to financial statements and information of United States companies prepared in accordance with generally accepted accounting principles in the United States.

The financial statements of Orla for the years ended December 31, 2025 and 2024 are subject to audit under the auditing standards of the PCAOB. Orla’s auditor is required to be independent with respect to Orla within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia and in accordance with the U.S. Securities Laws and the applicable rules and regulations of the SEC and the PCAOB. The financial statements of Equinox for the years ended December 31, 2025 and 2024 are subject to audit under the auditing standards of the PCAOB. Equinox’s predecessor auditor is required to be independent with respect to Equinox within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct and in accordance with the U.S. Securities Laws and the applicable rules and regulations of the SEC and the PCAOB.

Shareholders should be aware that the Consideration Shares acquired pursuant to the Arrangement described herein may have tax consequences to them under the tax Laws of the United States, Canada or another taxing jurisdiction. Shareholders subject to United States federal taxation should be aware that the tax consequences to them of the Arrangement under certain United States federal income tax laws described in this Circular are a summary only. They are advised to consult their tax advisors to determine the particular tax consequences to them of participating in the Arrangement and the ownership and disposition of Consideration Shares acquired pursuant to the Arrangement and/or the Equinox Shares issuable pursuant to the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants, and the Company Bonus Shares following the Effective Time. See “Part VI – Certain U.S. Federal Income Tax Considerations” for certain information concerning the tax consequences of the Arrangement for U.S. Holders who are United States taxpayers.

The enforcement by investors of civil liabilities under the U.S. Securities Laws may be affected adversely by the fact that Orla and Equinox are organized or incorporated under the Laws of Canada, that some of the officers and directors of Orla and Equinox are residents of countries other than the United States, that some or all of the experts named in this Circular are residents of countries other than the United States, and that substantial portions of the assets of Orla and Equinox are located outside the United States. As a result, it may be difficult or impossible for Shareholders in the United States to effect service of process within the United States upon Orla, Equinox and their respective officers or directors, or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities Laws of the United States or “blue sky” Laws of any state within the United States. In addition, Shareholders in the United States should not assume that the courts of Canada (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities Laws of the United States or “blue sky” Laws of any state within the United States or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities Laws of the United States or “blue sky” Laws of any state within the United States.

No broker, dealer, intermediary, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by Orla or Equinox.

THE ARRANGEMENT AND THE SECURITIES CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH STATE SECURITIES REGULATORY AUTHORITY PASSED ON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Cautionary Note to United States Shareholders Concerning Estimates of Mineral Reserves and Resources

This Circular has been prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ from the previous and current standards of the U.S. Securities Laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources”, “indicated mineral resources”, “measured mineral resources” and “mineral resources” used or referenced herein and the documents incorporated by reference herein, as applicable, are Canadian mineral disclosure terms as defined in accordance with NI 43-101 and the CIM Definition Standards.

In contrast, the SEC’s rules for disclosure regarding mineral properties, including with respect to estimates of mineral reserves and mineral resources, are set forth in subpart 1300 of Regulation S-K (“Subpart 1300”), which differs in certain material respects from NI 43-101. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States, each of the Company and Equinox is not required to provide disclosure on its mineral properties under Subpart 1300 and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, readers are cautioned that information regarding the Company’s and Equinox’s mineral properties, including with respect to estimates of mineral reserves and mineral resources, contained or incorporated by reference herein are not directly comparable with, and may differ in certain material respects from, similar information disclosed by United States companies that disclose information regarding mineral properties in accordance with Subpart 1300. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserve”. Under U.S. standards under Subpart 1300, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves reported in compliance with NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly, information contained in this Circular and the documents incorporated by reference herein containing descriptions of mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder.

Currency Exchange Rates

In this Circular, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in United States dollars and references to “dollars”, “US$” or “$” are to United States dollars and references to ^“C$^” are to Canadian dollars.

The following table sets forth, for each period indicated, the high and low exchange rates, the average exchange rate, and the exchange rate at the end of the period, based on the rate of exchange of one U.S. dollar in exchange for Canadian dollars published by the Bank of Canada.

On May 12, 2026, the business day immediately prior to the announcement of the Arrangement Agreement, the average daily exchange rate as reported by the Bank of Canada was US$1.00 = C$1.3710 or C$1.00 = US$0.7294. On June 18, 2026, the average daily exchange rate as reported by the Bank of Canada was US$1.00 = C$1.4131 or C$1.00 = US$0.7077.

Enforcement in Canada

Certain of the directors and officers of the Company and Equinox as well as certain experts referenced in this Circular and the documents incorporated by reference herein reside outside of Canada. Therefore, it may not be possible for Shareholders to collect or to enforce judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable Canadian Securities Laws against such persons. Moreover, it may not be possible for the Shareholders to effect service of process within Canada upon such persons.

Third Party Data

Where indicated, this Circular and the documents incorporated by reference contains data provided by a third-party source. Third party providers generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that such information has been prepared by a reputable source, the Company has not independently verified the data contained therein. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data.

SUMMARY INFORMATION

The following is a summary of certain information contained elsewhere in this Circular, including the Appendices hereto, and is qualified in its entirety by reference to the more detailed information contained or referred to elsewhere in this Circular or in the Appendices hereto. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the “Glossary of Terms”.

The Meeting

Purpose of the Meeting

The purpose of the Meeting is for Shareholders to consider and, if thought advisable, to approve the Arrangement Resolution. The full text of the Arrangement Resolution is included as Appendix A to this Circular, “Arrangement Resolution”.

Time, Date and Place

The Meeting will be held in person at Suite 3100, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8 on July 22, 2026 at 9:00 a.m. (Vancouver time), subject to any adjournment or postponement thereof.

Record Date

The Record Date for determining the Shareholders entitled to receive notice of and to vote at the Meeting is as of the close of business (Vancouver time) on June 15, 2026. Only Shareholders of record as of the Record Date are entitled to receive notice of and to vote at the Meeting.

Shareholder Approval

At the Meeting, Shareholders will be asked to approve the Arrangement Resolution, the full text of which is attached to this Circular at Appendix A, “Arrangement Resolution”. In order to be effective, the Arrangement Resolution must be approved by at least 66^2/3% of the votes cast by all Shareholders present at the Meeting or represented by proxy and entitled to vote at the Meeting.

The Board, after receiving the unanimous recommendation of the Special Committee, has unanimously approved the Arrangement and the entering into of the Arrangement Agreement and unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

See “Part II – The Arrangement – Approval of Shareholders Required for the Arrangement”.

The Arrangement

Details of the Arrangement

On May 12, 2026, Orla and Equinox entered into the Arrangement Agreement pursuant to which, among other things, Equinox agreed to acquire all of the issued and outstanding Company Shares.

The Arrangement will be effected pursuant to a court-approved plan of arrangement under the CBCA. The Parties intend to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Consideration Shares pursuant to the Arrangement.

If completed, the Arrangement will result in Equinox acquiring all of the issued and outstanding Company Shares on the Effective Date, and the Company will be a wholly-owned subsidiary of Equinox. Pursuant to the Plan of Arrangement, at the Effective Time, Shareholders (other than Dissenting Shareholders) will receive 1.00 of an Equinox Share and US$0.0001 in cash for each Company Share held at the Effective Time.

See “Part II – The Arrangement – Details of the Arrangement”.

Background to the Arrangement

The Arrangement Agreement is the result of arm’s length negotiations among representatives of Equinox and Orla and their respective legal and financial advisors, as more fully described herein.

See “Part II – The Arrangement – Background to the Arrangement”.

Recommendations of the Special Committee and Board

The Board, based on its considerations, investigations and deliberations, including a thorough review of the terms and conditions of the Arrangement Agreement, the Fairness Opinions and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and the Company’s financial and legal advisors and having received and reviewed the unanimous recommendation from the Special Committee, has unanimously determined that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of the Company. Accordingly, the Board unanimously approved the Arrangement and the Arrangement Agreement and unanimously recommends that the Shareholders vote FOR the Arrangement Resolution. Each director and officer of the Company intends to vote all of such director’s and officer’s Company Shares (including any Company Shares issued upon the exercise, vesting or conversion, as applicable, of any Company Convertible Securities) FOR the Arrangement Resolution.

See “Part II – The Arrangement – Recommendations of the Special Committee and the Board”.

Reasons for the Arrangement

In reaching their conclusions and formulating their unanimous recommendations, the Special Committee and the Board consulted with Orla’s management team, their respective legal and financial advisors and, in the case of the Board, with the Special Committee. The Special Committee and the Board also reviewed a significant amount of information, and considered a number of factors and reasons, including those listed below, relating to the Arrangement and gave careful consideration to the business, financial condition and prospects of the Company and the terms of the Arrangement Agreement. The following is a summary of the principal reasons for the unanimous determinations of the Special Committee and the Board that the Arrangement is in the best interests of the Company and the unanimous recommendation of the Special Committee and the Board that Shareholders vote FOR the Arrangement Resolution.

⁹ See “Scientific and Technical Information”, “Cautionary Note to United States Shareholders Concerning Estimates of Mineral Reserves and Resources” and “Cautionary Note Regarding Forward-Looking Statements and Information.”

¹⁰ Anticipated production growth from completion of the Valentine Gold Mine phase 2 expansion and with Castle Mountain Gold Project, Los Filos Mining Complex, South Railroad Project and Camino Rojo Mine in production.

¹¹ Mid-point of Equinox’s and Orla’s 2026 guidance, on a full-year basis, as further detailed in the news release of Equinox dated January 14, 2026 and the news release of Orla dated January 20, 2026, respectively.

¹² Free cash flow, total available liquidity and EBITDA are non-IFRS measures, which are measures with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. Their measurement and presentation are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Non-IFRS measures are widely used in the mining industry as measurements of performance and the Companies believe that they provide further transparency into costs associated with producing gold and will assist analysts, investors and other stakeholders of the Companies in assessing their operating performance, ability to generate free cash flow from current operations and their overall value. See “Non-IFRS Financial Performance Measures” in the Circular.

See “Part II – The Arrangement – Reasons for the Arrangement”.

Scotiabank Opinion

On May 12, 2026, at the meeting of the Board held to consider the Arrangement, Scotiabank delivered its oral opinion to the Board and the Special Committee, which was subsequently confirmed in writing, to the effect that, as of May 12, 2026, and based on and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

The full text of the Scotiabank Fairness Opinion, which sets forth, among other things, the assumptions made, matters considered, procedures followed and limitations and qualifications in connection with the Scotiabank Fairness Opinion, is included as Appendix E to this Circular, “Scotiabank Fairness Opinion”. This summary of the Scotiabank Fairness Opinion is qualified in its entirety by the full text of the opinion and Shareholders are urged to read the Scotiabank Fairness Opinion in its entirety.

See “Part II – The Arrangement – Opinions of Financial Advisors – Scotiabank”.

Fort Capital Opinion

On May 12, 2026, at the meeting of the Board held to consider the Arrangement, Fort Capital delivered its oral opinion to the Board and the Special Committee, which was subsequently confirmed in writing, to the effect that, as of May 12, 2026, and based on and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

The full text of the Fort Capital Fairness Opinion, which sets forth, among other things, the assumptions made, matters considered, procedures followed and limitations and qualifications in connection with the Fort Capital Fairness Opinion, is included as Appendix G to this Circular, “Fort Capital Fairness Opinion”. This summary of the Fort Capital Fairness Opinion is qualified in its entirety by the full text of the opinion and Shareholders are urged to read the Fort Capital Fairness Opinion in its entirety.

See “Part II – The Arrangement – Opinions of Financial Advisors – Fort Capital”.

Arrangement Steps

The following summary description of the Plan of Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as Schedule A to the Arrangement Agreement and Appendix D to this Circular, “Plan of Arrangement”, which has been filed by Orla on its SEDAR+ profile at www.sedarplus.ca and EDGAR at www.sec.gov.

Commencing and effective as at the Effective Time, each of the following events will occur and will be deemed to occur sequentially in the following order without any further act or formality required on the part of any person, except as expressly provided in the Plan of Arrangement:

See “Part II – The Arrangement – Arrangement Steps”.

Effect of the Arrangement

If completed, the Arrangement will result in:

See “Part II – The Arrangement – Effect of the Arrangement”.

The Voting Agreements

On May 12, 2026, (i) each of the Company Locked-up Shareholders entered into a Company Voting Agreement with Equinox; and (ii) each of the Equinox Locked-up Shareholders entered into an Equinox Voting Agreement with the Company.

See “Part II – The Arrangement – Voting Agreements” and the forms of Voting Agreements, which have been filed by the Company on its SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov.

Procedure for Exchange of the Company Shares

A Letter of Transmittal for the Registered Shareholders is enclosed with this Circular. If the Arrangement becomes effective, In order to receive the Consideration that a Registered Shareholder (other than a Dissenting Shareholder) is entitled to receive under the Arrangement, each Registered Shareholder must deposit with the Depositary (at the address specified on the last page of the Letter of Transmittal) the validly completed and duly signed Letter of Transmittal together with the certificate(s) or DRS Advice(s) representing the Registered Shareholder’s Company Shares and such other documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the CBCA and the constating documents of the Company. If the Arrangement is not completed, the Letter of Transmittal will be of no effect and the Depositary will return all share certificates or DRS Advices representing the Company Shares to the holders thereof as soon as practicable at the address specified in the Letter of Transmittal.

If a Shareholder following the Effective Date fails to deliver and surrender its the Company Shares to the Depositary by the date that is six years after the Effective Date, then the certificate(s) or DRS Advice(s) representing such Consideration Shares, to which such former Shareholder was entitled, shall be delivered to Equinox by the Depositary and the share certificates or DRS Advices shall be cancelled by Equinox, and the interest of the former Shareholder in such Consideration Shares to which it was entitled shall be terminated as of such date.

Only Registered Shareholders are required to submit a Letter of Transmittal. A beneficial owner of Company Shares holding Company Shares through an Intermediary should contact that Intermediary for instructions and carefully follow any instructions provided by such Intermediary.

See “Part II – The Arrangement – Procedure for Exchange of Company Shares”.

Treatment of Fractional Consideration Shares and Fractional Cash Consideration

Equinox will not issue any fractional Consideration Shares in connection with the Arrangement. Instead, the number of Consideration Shares to be issued will be rounded down to the nearest whole Consideration Share with no consideration being paid for any fractional Consideration Share. In any case where the aggregate amount of cash payable to a particular Shareholder under the Plan of Arrangement would include a fraction of a cent, such cash amount payable will be rounded up to the nearest whole cent.

Withholding Rights

Equinox, the Company, the Depositary, and their respective agents, as applicable, will be entitled to deduct or withhold from any Consideration otherwise payable, issuable or otherwise deliverable to any Shareholder under the Plan of Arrangement (including any payment to Dissenting Shareholders) such amounts as Equinox, the Company, the Depositary, and their respective agents, as applicable, is required to deduct or withhold from such payment under any applicable Law in respect of Taxes.

See “Part II – The Arrangement – Withholding Rights”.

Interests of Certain Persons or Companies in the Arrangement

In considering the Arrangement and the recommendations of the Special Committee and the Board with respect to the Arrangement, Shareholder should be aware that the directors and senior officers of the Company may have certain interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other Shareholders generally.

See “Part II – The Arrangement – Interests of Certain Persons or Companies in the Arrangement”.

Approval of Shareholders Required for the Arrangement

Pursuant to the Interim Order, the number of votes required to pass the Arrangement Resolution shall be at least 66^2/3% of the votes cast by all Shareholders present at the Meeting or represented by proxy and entitled to vote at the Meeting.

See “Part II – The Arrangement – Approval of Shareholders Required for the Arrangement”

Approval of Equinox Shareholders Required for the Arrangement

Pursuant to applicable Law, the number of votes required to pass the Equinox Shareholder Resolution shall be at least a majority of the votes cast by Equinox Shareholders present in person or represented by proxy and entitled to vote at the Equinox Meeting.

See “Part II – The Arrangement – Approval of Equinox Shareholders Required for the Arrangement”

Court Approvals

The Arrangement requires approval by the Court under Section 192 of the CBCA. Prior to the mailing of this Circular, on June 19, 2026, the Company obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters.

Under the Arrangement Agreement, if Company Shareholder Approval is received and Equinox Shareholder Approval is received, the Company is required to seek the Final Order as soon as reasonably practicable and in any event within four business days thereafter. If the Meeting and Equinox Meeting are held as scheduled and are not adjourned and/or postponed and the Company Shareholder Approval is obtained and the Equinox Shareholder Approval is obtained, it is expected that the Company will apply for the Final Order approving the Arrangement on July 28, 2026.

At the hearing for the Final Order, the Court will consider, among other things, the procedural and substantive fairness and reasonableness of the Arrangement. The Court has broad discretion under the CBCA when making orders with respect to the Arrangement. The Court may approve the Arrangement, either as proposed or amended, in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

See “Part II – The Arrangement – Court Approvals”.

Stock Exchange Listing Approvals and Delisting Matters

It is a condition to completion of the Arrangement that the TSX and the NYSE American shall have each approved, in the case of the TSX, subject only to the satisfaction by Equinox of the customary listing conditions, the listing of the Consideration Shares issuable pursuant to the Arrangement and the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Options, Company Notes, Company Warrants and Company Bonus Shares, on the TSX and the NYSE American.

Following completion of the Arrangement, the Company Shares will be delisted from the TSX and NYSE American as promptly as possible. Subject to applicable Laws, Equinox will, as promptly as possible following completion of the Arrangement, apply to the applicable Canadian Securities Regulators to have the Company cease to be a reporting issuer. In addition, it is expected that Equinox will cause the Company to terminate it registration under Section 12(g) of the U.S. Exchange Act and suspend its reporting obligations under Section 13(a) of the U.S. Exchange Act following completion of the Arrangement.

See “Part II – The Arrangement – Stock Exchange Listing Approvals and Delisting Matters”.

Canadian Competition Approval

Part IX of the Competition Act requires that parties to certain prescribed classes of transactions provide notifications to the Commissioner where the applicable thresholds set out in Sections 109 and 110 of the Competition Act are exceeded and no exemption applies. Subject to certain limited exceptions, a Notifiable Transaction cannot be completed until the Parties to the transaction have each submitted the information prescribed pursuant to subsection 114(1) of the Competition Act to the Commissioner and the applicable waiting period has expired, has been terminated early or the appropriate waiver has been provided by the Commissioner.

In addition, or as an alternative to filing a Notification, the parties to a Notifiable Transaction may jointly apply to the Commissioner for an Advance Ruling Certificate or, in the event that the Commissioner is not prepared to issue an Advance Ruling Certificate, a No Action Letter. If the Commissioner issues an Advance Ruling Certificate or issues a No Action Letter and waives the parties’ obligation to provide a pre-merger notification in accordance with Part IX, the Parties are exempt from having to file a Notification.

The transactions contemplated by the Arrangement Agreement constitute a Notifiable Transaction, and as such, the Parties must each file a Notification under Part IX of the Competition Act or obtain an Advance Ruling Certificate or a No Action Letter and a waiver of the obligation to file Notifications.

On May 15, 2026, the Parties submitted to the Commissioner a request for an Advance Ruling Certificate or, in the alternative, a No Action Letter and a waiver. On June 1, 2026, the Commissioner issued a No Action Letter to the Parties and waived the obligation to file Notifications in respect of the Arrangement.

See “Part II – The Arrangement – Key Regulatory Matters – Canadian Competition Approval”.

CNA Approval

Pursuant to Mexican Antitrust Law, concentrations that satisfy certain applicable monetary thresholds trigger the obligation of economic agents to notify and obtain authorization from the CNA before the concentration is consummated.

On May 20, 2026, the Parties filed a pre-merger notice with the CNA in respect of the transactions contemplated by the Arrangement Agreement. As of the date of this Circular, the review of the transactions contemplated by the Arrangement Agreement by the CNA is ongoing and the CNA Approval required under the Arrangement Agreement has not yet been obtained.

See “Part II – The Arrangement – Key Regulatory Matters – CNA Approval”.

Canadian Securities Law Matters

The Company is a reporting issuer in all of the provinces and territories of Canada. Subject to applicable Laws, Equinox will apply promptly following the Effective Time to the applicable Canadian Securities Regulators to have the Company cease to be a reporting issuer.

Equinox is a reporting issuer in each of the province and territories of Canada.

See “Part II – The Arrangement – Securities Law Matters – Canada”.

U.S. Securities Law Matters

The Consideration Shares to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any other U.S. Securities Laws, and are being issued in reliance upon the Section 3(a)(10) Exemption.

See “Part II – The Arrangement – Securities Law Matters – United States”.

Right to Dissent

Pursuant to the Interim Order, Registered Shareholders as at the Record Date have Dissent Rights in respect of the Arrangement Resolution. If the Arrangement Resolution is passed, a Registered Shareholder that has duly and validly exercised their Dissent Rights in accordance with Sections 190 of the CBCA (which is attached as Appendix M to this Circular, “Section 190 of the Canada Business Corporations Act”), as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court, will be entitled to be paid an amount equal to the fair value of their Company Shares as of the close of business on the business day before the Arrangement Resolution was approved.

Registered Shareholders as at the close of business on the Record Date who wish to dissent must send a written notice of objection to the Arrangement Resolution to the Company c/o Cassels Brock & Blackwell LLP, Suite 3100, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8, Attention: Jessica Lewis, to be received by no later than 5:00 p.m. (Vancouver time) on July 20, 2026 (or by 5:00 p.m. (Vancouver time) on the date that is two Business Days before the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the Dissent Procedures described in this Circular.

See “Part II – The Arrangement – Right to Dissent”.

The Arrangement Agreement

On May 12, 2026, Equinox and the Company entered into the Arrangement Agreement pursuant to which, among other things, Equinox agreed to acquire all of the issued and outstanding Company Shares.

In addition to certain covenants, representations and warranties made by each of the Company and Equinox in the Arrangement Agreement, each Party has provided certain non-solicitation covenants, agreeing not to solicit, promote, facilitate or knowingly encourage an Acquisition Proposal from any third party. However, a Party may, prior to obtaining the Company Shareholder Approval or Equinox Shareholder Approval, as applicable, respond to an Acquisition Proposal that a Party determines in good faith constitutes a Superior Proposal, subject to the other Party’s right to match any such Superior Proposal within five business days.

The Arrangement Agreement may be terminated by mutual written consent of the Company and Equinox and by each Party in certain circumstances as more particularly set forth in the Arrangement Agreement, including the failure to obtain the requisite Company Shareholder Approval or Equinox Shareholder Approval. Subject to certain limitations, each Party may also terminate the Arrangement Agreement if the Arrangement Agreement is not consummated by the Outside Date, which date can be extended by written agreement of the Parties.

In certain circumstances, the Company or Equinox, as applicable, will be required to pay the other Party a Termination Fee equal to US$250 million, in respect of the Company and US$475 million, in respect of Equinox. In addition to the other rights and remedies of the Parties under the Arrangement Agreement, each Party may be required to reimburse the other for certain costs and expenses up to a maximum of US$10 million in certain circumstances.

See “Part III – The Arrangement Agreement” and the Arrangement Agreement, which has been filed by the Company on its SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov.

Risk Factors

There is risk that the Arrangement may not be completed. If the Arrangement is not completed, the Company will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Additionally, failure to complete the Arrangement could materially and negatively impact the trading price of the Company Shares.

In assessing the Arrangement, readers should carefully consider the risks described below which relate to the Arrangement and the failure to complete the Arrangement. Shareholders should also carefully consider the risk factors relating to the Company described under the heading “Risk Factors” in the Company AIF and the risk factors relating to Equinox described under the heading “Risks Related to the Business” in the Equinox AIF, each of which is incorporated by reference into this Circular. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to the Company, may also adversely affect Equinox or the Company prior to the Arrangement or following completion of the Arrangement.

See “Part IV – Risk Factors”.

Canadian and United States Tax Considerations

Securityholders should carefully review the tax considerations described in this Circular and are urged to consult their own tax advisors in regard to their particular circumstances. See “Part V – Certain Canadian Federal Income Tax Considerations” and “Part VI – Certain U.S. Federal Income Tax Consideration” for a discussion of certain Canadian federal income tax considerations and United States federal income tax considerations, respectively.

Information Concerning Orla

The Company is a Canadian company listed on the TSX under the symbol “OLA” and on the NYSE American under the symbol “ORLA”. The Company’s corporate strategy is to acquire, explore, develop, and operate mineral properties where its expertise can substantially increase stakeholder value. Orla has three material gold projects for purposes of NI 43-101: the Musselwhite Mine, the Camino Rojo Mine and the South Railroad Project.

See “Part VII – Information Concerning The Parties To The Arrangement – Information Concerning Orla” and Appendix I, “Information Concerning Orla”.

Information Concerning Equinox

Equinox is an Americas-focused mining company advancing its strategy to become a top quartile gold producer. In its first eight years, the Company has grown from a single-asset developer to a multi-asset gold producer with a portfolio of gold mines in the Americas, a multi-million-ounce gold mineral reserve base and a strong growth profile supported by a pipeline of development and expansion projects.

See “Part VII – Information Concerning The Parties To The Arrangement – Information Concerning Equinox” and Appendix J, “Information Concerning Equinox”.

Information Concerning the Combined Company

Upon completion of the Arrangement, Equinox will own all of the outstanding Company Shares, and the Company will be a wholly-owned subsidiary of Equinox. On the Effective Date, immediately following completion of the Arrangement, assuming that there are no Dissenting Shareholders and assuming no additional Company Shares are issued prior to the Effective Time (including pursuant to the exercise, conversion or vesting, as applicable, of the Company Convertible Securities prior to the Effective Time), former Shareholder (including former holder of Company RSUs and Company DSUs) are anticipated to own approximately 33% of the outstanding Equinox Shares and existing Equinox Shareholders are anticipated to own approximately 67% of the outstanding Equinox Share, in each case on a fully-diluted in-the-money basis based on the number of issued and outstanding securities of the Company and Equinox as of the date of the Arrangement Agreement.

Upon completion of the Arrangement, Equinox’s material mineral properties for the purposes of NI 43-101 will include the Greenstone Gold Mine, the Valentine Gold Mine and the Musselwhite Mine.

See “Part VII – Information Concerning The Parties To The Arrangement – Information Concerning the Combined Company” and Appendix K, “Information Concerning the Combined Company Following Completion of the Arrangement”.

PART I — BUSINESS OF THE MEETING

Arrangement Resolution

As set out in the Notice of Special Meeting, at the Meeting, Shareholders will be asked to consider, pursuant to the Interim Order, and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized in this Circular. See “Part II – The Arrangement” and “Part III – The Arrangement Agreement”. These summaries do not purport to be complete and are qualified in their entirety by reference to the Arrangement Agreement, which has been filed by the Company under its issuer profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and the Plan of Arrangement, which is attached to this Circular as Appendix D, “Plan of Arrangement”.

In order to become effective, the Arrangement Resolution must be approved by at least 66^2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. It is a condition to the implementation of the Arrangement that the Arrangement Resolution be approved at the Meeting. If the Arrangement Resolution is not approved by the Shareholders at the Meeting, the Arrangement will not be completed.

If the Company Shareholder Approval is obtained at the Meeting, the Equinox Shareholder Approval is obtained at the Equinox Meeting, the Final Order approving the Arrangement is issued by the Court, the Key Regulatory Approvals have been obtained, and all other conditions to the completion of the Arrangement set forth in the Arrangement Agreement are satisfied or waived, the Arrangement will take effect commencing and effective as at the Effective Time, which will be at 12:01 a.m. (Vancouver time) on the Effective Date (which is expected to occur in the third quarter of 2026).

The Board, after receiving the unanimous recommendation of the Special Committee, unanimously approved the Arrangement and the entering into of the Arrangement Agreement and unanimously recommends that Shareholders vote FOR the Arrangement Resolution. See “Part II – The Arrangement – Recommendations of the Special Committee and the Board”.

The people named in the enclosed proxy will vote FOR the Arrangement Resolution unless instructed to vote against the Arrangement Resolution.

Other Business

As of the date of this Circular, management of the Company is not aware of any other items of business to be considered at the Meeting. If other matters are properly brought up at the Meeting, Shareholders, or duly appointed proxyholders, can vote as they see fit and the enclosed proxy will be voted on such matters in accordance with the best judgment of the persons named in such proxies.

PART II — THE ARRANGEMENT

Details of the Arrangement

On May 12, 2026, Orla and Equinox entered into the Arrangement Agreement pursuant to which, among other things, Equinox agreed to acquire all of the issued and outstanding Company Shares. The Arrangement will be effected pursuant to a court-approved plan of arrangement under the CBCA. Subject to receipt of the Company Shareholder Approval, the Equinox Shareholder Approval, the Final Order, the Key Regulatory Approvals and the satisfaction or waiver of all other conditions to the completion of the Arrangement as set forth in the Arrangement Agreement, Equinox will acquire all of the issued and outstanding Company Shares on the Effective Date. The Parties intend to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Consideration Shares pursuant to the Arrangement.

If completed, the Arrangement will result in Equinox acquiring all of the issued and outstanding Company Shares on the Effective Date, and the Company will be a wholly-owned subsidiary of Equinox. Pursuant to the Plan of Arrangement, at the Effective Time, Shareholders (other than Dissenting Shareholders) will receive 1.00 Equinox Share and US$0.0001 in cash for each Company Share held at the Effective Time.

On the Effective Date, immediately following completion of the Arrangement, assuming that there are no Dissenting Shareholders and assuming no additional Company Shares are issued prior to the Effective Time (including pursuant to the exercise, conversion or vesting, as applicable, of the Company Convertible Securities prior to the Effective Time), former Shareholders (including former holders of Company RSUs and Company DSUs) are anticipated to own approximately 33% of the outstanding Equinox Shares and existing Equinox Shareholders are anticipated to own approximately 67% of the outstanding Equinox Shares, in each case on a fully-diluted in-the-money basis based on the number of issued and outstanding securities of the Company and Equinox as of the date of the Arrangement Agreement. For further information in respect of the Combined Company, see Appendix K to this Circular, “Information Concerning the Combined Company Following Completion of the Arrangement”.

Background to the Arrangement

The Arrangement Agreement is the result of arm’s length negotiations among representatives of Orla and Equinox and their respective legal and financial advisors, as more fully described herein. The following is a summary of the principal events leading up to the execution and public announcement of the Arrangement.

Orla’s growth has been driven by its experienced Board and management team, whose disciplined execution and strong operating performance have generated significant cash flows from its operations. As part of its long-term growth strategy, the Board meets regularly to review Orla’s overall corporate strategy, composition of the Company’s portfolio and long-term strategic plan, in each case with the goal of maximizing Company value. This includes assessing the relative merits of continuing as an independent company, considering new acquisitions, dispositions and/or various combinations of Orla or its mines and projects. In order to facilitate this review, management holds regular strategy sessions for the Board, during which strategic alternatives are reviewed in detail. The Board periodically receives updates and presentations from external advisors and market participants on strategic alternatives. In assessing these alternatives, the Board and management consider multiple factors, including relative value, transactability, asset size, metal mix, stage of development, quality, jurisdiction, permitting and social considerations. As part of this review of corporate strategy, Orla engages with market participants, both strategic and financial, for the purpose of identifying, reviewing, assessing and advancing potential opportunities for collaboration, joint ventures, asset acquisitions or dispositions and, in some cases, corporate-level transactions. In order to protect its interests, Orla requires parties to sign confidentiality agreements before engaging in discussions or accessing non-public information.

External growth opportunities have been a strong pillar of the Company’s overall corporate strategy to date. In particular, in 2022 the Company acquired Gold Standard Ventures Corp., adding the South Railroad Project as a low-complexity, feasibility-stage project with robust economics, which combined with Orla’s Camino Rojo Mine and strong organic growth pipeline in Mexico, created a path towards more than 200,000 ounces of annual gold production at industry leading all-in cost margins. In 2024, the Company completed the complementary acquisition of Contact Gold Corp., adding the 100%-owned Pony Creek property, a 4,500-hectare exploration land package, strategically located adjacent to Orla’s South Railroad Project property in the heart of the Carlin trend in Nevada.

The Company further expanded its asset portfolio through the strategic entry into Ontario, Canada via the acquisition of the Musselwhite Mine in 2025. This acquisition added diversification with entry into a tier one mining jurisdiction with a stable operating environment that further enhanced its long-term value. Orla’s combination of quality assets in Ontario, Canada, Nevada, United States, and Zacatecas, Mexico created a premier North American focused gold company and combined the cash flows of the Camino Rojo Mine and Musselwhite Mine allowing the Company to self-fund continued investment in its growth pipeline.

To achieve the next phase of growth, Orla recognized that a business combination with another company, with similar high-quality long-life producing assets in stable tier-one jurisdictions and an experienced management team, could accelerate that growth, enhance shareholder value, and potentially lead to a further market re-rating.

During the three years preceding entering into the Arrangement Agreement, Orla, together with its advisors, reviewed detailed market analyses and evaluated and pursued several strategic opportunities, including discussions with other parties regarding potential business combinations and asset acquisitions, and compared those opportunities against Orla’s prospects as a standalone entity. Other than the acquisition of Musselwhite, viable strategic opportunities were not identified and these efforts did not proceed to a consummated transaction, as the financial or strategic metrics were not compelling to Orla or the relevant parties elected to pursue other alternatives. This experience reinforced the competitive demand for high quality assets located in tier one jurisdictions, provided insight into the availability of alternatives, and informed the Board’s and management’s assessment of the availability, relative attractiveness and transactability of strategic opportunities.

In early October 2025, Trinity approached Mr. Charles Jeannes, the Chair of Orla, and Mr. Jason Simpson, the President & Chief Executive Officer of Orla, to discuss a potential merger between Orla and Equinox. Trinity provided the Company with a preliminary analysis of a proposed transaction based on publicly available information. Subsequently, senior management of the Company approached Orla’s long-time cornerstone shareholder, Mr. Pierre Lassonde, to discuss the potential transaction. Mr. Lassonde indicated his support for the Company’s continued exploration of a potential transaction with Equinox. Trinity subsequently provided the same preliminary analysis to Equinox regarding the potential for a transaction, and at a meeting with Equinox, Trinity and Mr. Lassonde present, a consensus emerged amongst the parties as to the strategic benefits of pursuing a mutually acceptable transaction.

On January 29, 2026, Mr. Jeannes contacted Mr. Ross Beaty, the Chair of Equinox, to socialize the prospect of combining the two companies. Mr. Jeannes and Mr. Beaty held a high-level discussion of the benefits of a potential combination between the companies. Both Mr. Jeannes and Mr. Beaty expressed interest in exploring such a transaction and indicated their willingness to consider a mutually acceptable share exchange ratio based on prevailing market prices, reflecting an “at-market” transaction, subject to agreement on other transaction terms. Mr. Jeannes and Mr. Beaty agreed to meet in person to discuss the matter further at the BMO Global Mining conference in Florida in February.

On February 13, 2026, Mr. Darren Hall, the Chief Executive Officer of Equinox, and Ms. Daniella Dimitrov, the Chief Strategy and Risk Officer of Equinox, met with Mr. Simpson and Mr. Etienne Morin, the Chief Financial Officer of Orla, to discuss the potential Arrangement and related matters, including the proposed transaction timeline and due diligence process.

On February 24, 2026, Messrs. Beaty, Jeannes, Simpson and Hall met to further explore and discuss the merits of the potential of combining the two companies on an “at-market” basis. At this meeting, Mr. Lassonde, a potential significant shareholder of the potential go-forward entity, was in attendance to support the ongoing discussions. It was agreed that the two companies would execute the Confidentiality Agreement to enable the Parties to share confidential information and facilitate visits to each other’s operations. Following this meeting, on February 25, 2026, Messrs. Hall, Simpson and Morin and Ms. Dimitrov met to further discuss the proposed Arrangement, including the scope and timing of due diligence, the engagement of advisors, anticipated transaction timing and other process-related matters. On February 27, 2026, the Parties entered into the Confidentiality Agreement and shortly thereafter, the Company formally engaged Trinity as its financial advisor.

On February 27, 2026, Orla and Equinox initiated their respective financial and technical due diligence with respect to the other party’s assets and corporate entities.

On March 5, 2026, Orla granted Equinox and its advisors access to a virtual data room containing additional information regarding Orla. Similarly, on March 10, 2026, Equinox granted Orla’s advisors access to a virtual data room containing additional information regarding Equinox. Orla and its advisors commenced extensive due diligence on Equinox including, financial, technical, operational, legal, tax, human resources and accounting diligence at both corporate and operational levels. To support this process, Orla retained advisors to assist with financial and tax due diligence, engineering and technical consulting firms to assist with technical due diligence, and Cassels, along with local counsel in Mexico, Nicaragua, the United States and Brazil, for legal due diligence. These due diligence evaluations continued throughout the period leading up to the signing of the Arrangement Agreement.

On March 11, 2026, Mr. Jeannes and Mr. Beaty met again in Vancouver to discuss the merits of the potential transaction. On March 12, 2026, Mr. Jeannes and Mr. Hall discussed various aspects of the transaction.

At its regularly scheduled year-end meeting on March 19, 2026, the Board discussed, among other things, strategic alternatives for the Company. Management of the Company presented a preliminary overview of a potential transaction with Equinox, including an update of discussions to date and a preliminary analysis provided by Trinity, including with respect to potential strategic alternatives. The Board advised management that it wished to continue with due diligence and further discussions with Equinox regarding a potential transaction.

During the week of March 30, 2026, representatives of Orla and Equinox conducted a ten-day joint site visit at the companies’ key assets as part of the due diligence efforts.

Between March 5 and April 17, 2026, management of Orla and its advisors, together with Equinox management and its advisors, held several meetings to review and discuss technical and financial matters as part of the due diligence activities. At this time the management teams of Orla and Equinox discussed specific matters relating to their respective business and whether to advance a non-binding letter of intent and exclusivity period. Ultimately, it was determined that exclusivity would not be advanced until such time as substantially all due diligence was complete, and the parties agreed to work towards April 17, 2026 for that purpose.

On April 3, 2026 Mr. Jeannes and Mr. Beaty discussed the potential transaction, including certain results of Equinox’s due diligence and the future composition of the Combined Company Board.

On April 17, 2026, the Board met to receive a further update on the potential combination with Equinox. During the meeting, Orla senior management provided a fulsome update on the site visits conducted, the progress and finding of the technical diligence to date, an overview of the tax and financial matters considered and an update on the legal due diligence matters to date. It was confirmed that there had not been any material “red flags” from the financial, legal or technical due diligence to date, and that discussions between management indicated continued interest and alignment in pursuit of a business combination. Cassels, as legal counsel to Orla, was in attendance at the meeting and provided advice regarding the legal and fiduciary duties of the directors in the context of a change of control transaction. The Board discussed with Cassels the appropriate process to ensure appropriate Board review and oversight of negotiations regarding a potential transaction with Equinox, including forming a special committee to oversee matters. At this meeting, the Board received a presentation from Trinity on the potential transaction. The presentation included an evaluation of (i) the impact to key financial and operating metrics; (ii) the strengths, weaknesses, opportunities and risks of the potential transaction as well as strategic alternatives; and (iii) the pro forma positioning of Orla as a combined entity with Equinox and the related benefits to its shareholders. The Board considered many factors, including the shareholders continued participation in future upside and value creation of the combined company, the opportunity to create a North American new senior gold producer, the complementary portfolio of North American mines and diversified portfolio, the clear path to near-term gold production growth, substantial free cash flow and robust financial position, and the combined leadership opportunities. After receiving input from the Orla management team, and advice from Trinity and Cassels, and deliberating in camera without the management team present, the Board authorized the management team to engage with Equinox to continue discussions towards a negotiated transaction on an exclusive basis. The exclusivity agreement was executed following this meeting on April 17, 2026, and provided for a limited period of exclusive dealings.

At this meeting, the Board made the determination that it was prudent to form an independent Special Committee to oversee and participate in the negotiations of the transaction and make a recommendation to the Board with respect to the proposed transaction. The Special Committee was comprised of Mr. David Stephens as the Chair of the Special Committee, and Ms. Elizabeth McGregor and Ms. Tamara Brown as members, each of whom is independent of Orla and Equinox. The Board subsequently ratified the formation and composition of the Special Committee via consent resolution on April 23, 2026. At the same time, the Board also ratified the Special Committee’s written mandate which included responsibility and authorization to (among other things) (i) consider, review and evaluate the potential transaction with Equinox and any alternatives thereto that may be available to the Company, including maintaining the status quo; (ii) manage and oversee any process and to identify and pursue any alternatives; (iii) consider, review and evaluate the proposed structure of any proposed transaction and to consider the merits, the risks, the relevant advantages and disadvantages and the feasibility of pursuing a transaction; (iv) participate in or supervise the negotiation of the terms and conditions of any proposed transaction; (v) report to the full Board on its activities and recommendations from time to time; and (vi) to consider and provide its recommendation to the Board with respect to any proposed transaction. At the end of each meeting of the Special Committee described below, the Special Committee held in camera sessions, including sessions attended only by members of the Special Committee and sessions with its independent legal counsel and financial advisors present.

On April 20, 2026, an initial draft of the Arrangement Agreement was provided to Cassels by Blakes, as counsel to Equinox. Starting on April 20, 2026, the Orla and Equinox transaction teams, assisted by their respective legal and financial advisors, commenced negotiations of the Arrangement Agreement and related documents and exchanged various drafts of the Arrangement Agreement and the related ancillary transaction agreements.

Again, on April 20, 2026, Mr. Jeannes and Mr. Beaty discussed the status of the potential transaction, including the mechanics for determining the Exchange Ratio for an “at-market” transaction, certain due diligence matters and the future composition of the Combined Company Board.

On April 21, 2026, the Special Committee met with management, Mr. Jeannes, and Cassels. During this meeting, Cassels provided advice to the Special Committee as to its role and function, including its fiduciary duties in the context of the proposed transaction. Scotiabank was in attendance at this meeting to provide an overview of the transaction terms and initial financial advice. Scotiabank was formally engaged, on a fixed-fee basis, following the meeting as an independent financial advisor to the Special Committee, and Fasken was engaged as independent legal advisor. Subsequent to this meeting, on May 2, 2026, the Special Committee engaged Fort Capital to provide an additional independent, fixed fee fairness opinion in respect of the Arrangement.

On April 22, 2026, Cassels met with management of Orla to discuss the initial draft and key issues from the Arrangement Agreement, which issues were further discussed with the Special Committee at a meeting held on April 23, 2026, with management, Trinity, Scotiabank, Cassels and Fasken present. The meeting of the Special Committee included a discussion regarding the Arrangement Agreement during which the Special Committee provided its input and instructions to management on certain key commercial terms.

On April 27, 2026, the Special Committee met with management, Mr. Jeannes, Trinity, Scotiabank, Cassels and Fasken to receive a presentation from Scotiabank on certain key financial metrics, including market activity and history, shareholder expectations, and other market analysis, including potential strategic alternatives and market opportunities. At this meeting, the Special Committee and its advisors discussed, among other things, the status of ongoing due diligence and certain commercial terms in the Arrangement Agreement, including approach to the deal protection mechanisms and risk allocation.

On April 27, 2026, Cassels provided preliminary comments on the draft Arrangement Agreement to Equinox’s counsel.

During late April, 2026, management representatives and Orla’s financial advisors held several meetings to discuss, among other things, the potential business combination, the results of ongoing due diligence including site visits, remaining due diligence items, timelines, financial models and capital structures.

During the week of April 29, 2026, Messrs. Simpson and Hall met to discuss the proposed business combination, focusing on the key commercial issues remaining to be resolved in the draft Arrangement Agreement.

On April 30, 2026, Mr. Jeannes and Mr. Beaty again discussed the future composition of the Combined Company Board.

The Special Committee met again on April 30, 2026 to receive updates from management on transaction negotiations to discuss the Arrangement Agreement, and to receive a presentation from Scotiabank on its preliminary financial analysis.

On May 1, 2026, the Board met with management representatives and the financial and legal advisors to Orla and the Special Committee to receive an update from the Special Committee and management on the progress of negotiations relating to the Arrangement Agreement and related legal, tax and technical matters.

Around this time, Equinox and Orla inquired with certain parties as to their willingness to sign voting and support agreements. Ultimately, each director and officer of Equinox entered into an Equinox Voting Agreement and each director and officer of the Company and Mr. Lassonde and an affiliate of Fairfax Financial Holdings Limited entered into a Company Voting Agreement.

On May 4, 2026, the Special Committee met with management, Trinity, Scotiabank, Fort Capital, Cassels and Fasken to discuss comments and consider issues raised based on the review of the current draft of the Arrangement Agreement received from Equinox. At this meeting, the Special Committee provided its input and instructions to management on the resolution of certain key commercial issues, particularly relating to governance structure, deal protections, disclosure and risk allocation.

On May 6, 2026, the Special Committee met again with management, Mr. Jeannes, Trinity, Scotiabank, Cassels and Fasken to discuss certain commercial terms in the Arrangement Agreement and to receive a detailed presentation from Scotiabank on its updated valuation materials. Following the meeting, Messrs. Jeannes and Simpson, on behalf of Orla met with Messrs. Beaty and Hall to discuss the proposed business combination, focusing on feedback from the reciprocal site visits and roles and responsibilities moving forward, including with respect to leadership structure and board composition.

On May 7, 9 and 10, 2026, Mr. Jeannes had several calls with Mr. Beaty, Mr. Blayne Johnson and Mr. Doug Foster regarding leadership roles within the combined company.

On May 8, 2026, the Board held a regularly scheduled meeting to approve its quarterly financial results and press release. Senior management, Trinity, Scotiabank, Fort Capital and Cassels were also in attendance to provide the Board with an update on the status of reciprocal due diligence, financial analysis and legal matters. Each of Trinity and Scotiabank provided updated financial analysis and advice. In addition, Cassels provided a presentation summarizing the key terms of the Arrangement Agreement, and the questions of the Board members regarding the Arrangement Agreement were addressed by senior management and Cassels to the satisfaction of the Board. The Board met in camera in connection with this meeting to discuss the proposed transaction, governance and other items.

On May 11, 2026, Messrs. Jeannes, Lassonde, Beaty, Johnson, Forster, and Hall held a virtual meeting with respect to leadership structure and board composition.

In the morning of May 12, 2026, the Special Committee convened a meeting with management, Mr. Jeannes, and representatives from Trinity, Scotiabank, Fort Capital, Cassels and Fasken. The Special Committee received an update from management on the status of negotiations with respect to certain commercial terms and a presentation from Cassels on the Arrangement Agreement and the voting and support agreements. Fort Capital provided a presentation setting out its financial analysis, and responded to questions from the Special Committee. Thereafter, Scotiabank provided a presentation setting out its financial analysis, and responded to questions from the Special Committee.

Following the close of markets on May 12, 2026, the chairs of both companies, Mr. Jeannes and Mr. Beaty, met to agree on the proposed Exchange Ratio, which remained subject to formal approval by the companies’ respective boards of directors. Once the Exchange Ratio was agreed to, the Board convened a meeting with management and representatives from Trinity, Scotiabank, Fort Capital, Cassels and Fasken in attendance. Scotiabank reconfirmed its financial analysis and provided its oral opinion that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. Fort Capital then reconfirmed its financial analysis and provided its oral opinion that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. Cassels provided an update to the Board on the Arrangement Agreement, confirming that the outstanding points had been addressed to the satisfaction of legal counsel and senior management. The Board received the unanimous recommendation of the Special Committee that the Board determine that the Arrangement is in the best interest of the Company and fair to Shareholders, approve the Arrangement and the entering into of the Arrangement Agreement and recommend that the Shareholders vote FOR the Arrangement Resolution.

The Board, based on its considerations, investigations and deliberations, including a thorough review of the terms and conditions of the Arrangement Agreement, the Fairness Opinions and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and the Company’s financial and legal advisors and having received and reviewed the unanimous recommendation from the Special Committee, unanimously determined that the Arrangement was in the best interests of Company and fair to the Shareholders and unanimously approved the Arrangement and the entering into of the Arrangement Agreement and unanimously determined to recommend that Shareholders vote FOR the Arrangement Resolution.

Later that evening, following the Board’s approval, the parties executed and delivered the Arrangement Agreement, and the Company Locked-up Shareholders and Equinox Locked-up Shareholders executed and delivered the Company Voting Agreements and the Equinox Voting Agreements. Prior to the opening of markets on May 13, 2026, Orla and Equinox issued a joint news release publicly announcing the execution of the Arrangement Agreement and the proposed Arrangement that would combine the businesses of Orla and Equinox.

Recommendations of the Special Committee and the Board

Having thoroughly reviewed and carefully considered the proposed Arrangement and alternatives to the Arrangement, including the potential for a more favourable transaction with a third party and the prospect of proceeding independently to pursue the Company’s current business plan, and having consulted with management of the Company and its financial and legal advisors, and having taken into account the Fairness Opinions, and other relevant matters, the Special Committee unanimously recommended that the Board determine that the Arrangement is in the best interests of the Company and fair to the Shareholders, approve the Arrangement and the entering into of the Arrangement Agreement and recommend that Shareholders vote FOR the Arrangement Resolution.

The Board, based on its considerations, investigations and deliberations, including a thorough review of the terms and conditions of the Arrangement Agreement, the Fairness Opinions and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and the Company’s financial and legal advisors and having received and reviewed the unanimous recommendation from the Special Committee, has unanimously determined that the Arrangement is in the best interests of the Company and fair to the Shareholders. Accordingly, the Board unanimously approved the Arrangement and the entering into of the Arrangement Agreement and unanimously recommends that the Shareholders vote FOR the Arrangement Resolution. Each director and officer of the Company intends to vote all of such director’s and officer’s Company Shares (including any Company Shares issued upon the exercise, vesting or conversion, as applicable, of any Company Convertible Securities) FOR the Arrangement Resolution.

In forming their unanimous recommendations, the Special Committee and the Board considered a number of reasons, factors and risks, including, without limitation, the reasons and factors listed below under “Part II – The Arrangement – Reasons for the Arrangement” and the risks relating to the Arrangement as set out below under the heading “Part IV – Risk Factors”. The Special Committee and the Board based their recommendations upon the totality of the information presented to and considered by it in light of their knowledge of the business, financial condition and prospects of the Company and after taking into account the Fairness Opinions and the advice of the Special Committee’s and the Company’s legal and other advisors and the advice and input of management of the Company.

Reasons for the Arrangement

In reaching their conclusions and formulating their unanimous recommendations, the Special Committee and the Board consulted with Orla’s management team, their respective legal and financial advisors and, in the case of the Board, with the Special Committee. The Special Committee and the Board also reviewed a significant amount of information, and considered a number of factors and reasons, including those listed below, relating to the Arrangement and gave careful consideration to the business, financial condition and prospects of the Company and the terms of the Arrangement Agreement. The following is a summary of the principal reasons for the unanimous recommendation of the Special Committee to the Board, the unanimous determination of the Board that the Arrangement is in the best interests of the Company and fair to the Shareholders and the unanimous recommendation of the Board that Shareholders vote FOR the Arrangement Resolution.

¹³ See “Scientific and Technical Information”, “Cautionary Note to United States Shareholders Concerning Estimates of Mineral Reserves and Resources” and “Cautionary Note Regarding Forward-Looking Statements and Information.”

¹⁴ Anticipated production growth from completion of the Valentine Gold Mine phase 2 expansion and with Castle Mountain Gold Project, Los Filos Mining Complex, South Railroad Project and Camino Rojo Mine in production.

¹⁵ Mid-point of Equinox’s and Orla’s 2026 guidance, on a full-year basis, as further detailed in the news release of Equinox dated January 14, 2026 and the news release of Orla dated January 20, 2026, respectively.

¹⁶ Free cash flow, total available liquidity and EBITDA are non-IFRS measures, which are measures with no standardized meaning IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. Their measurement and presentation are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Non-IFRS measures are widely used in the mining industry as measurements of performance and the Companies believe that they provide further transparency into costs associated with producing gold and will assist analysts, investors and other stakeholders of the Companies in assessing their operating performance, ability to generate free cash flow from current operations and their overall value. See “Non-IFRS Financial Performance Measures” in the Circular.

In evaluating the Arrangement and making their respective determinations and recommendations, the Special Committee and the Board also observed that a number of procedural and legal safeguards were in place and are present to permit the Special Committee and the Board to effectively represent the interests of the Company, the Shareholders and the Company’s other stakeholders, including, among others, the following:

In evaluating the Arrangement and making their respective determinations and recommendations, the Special Committee and the Board also considered a number of risks and potentially negative factors related to the Arrangement and the Arrangement Agreement, including, among others:

The Special Committee and the Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described under the headings “Part IV – Risk Factors – Risk Factors Related to the Arrangement” and “Part IV – Risk Factors – Risk Factors Related to the Operations of the Combined Company”. The Special Committee and the Board believe that overall, the anticipated benefits of the Arrangement to the Company outweighed these risks and negative factors.

The information and factors described above considered by the Special Committee and the Board is not intended to be exhaustive, but is believed by the Special Committee and the Board to include the material factors considered by the Special Committee and the Board in their respective assessment of the Arrangement. In view of the wide variety of factors considered by the Special Committee and the Board in connection with its assessment of the Arrangement and the complexity of such matters, the Special Committee and the Board did not consider it practical, nor did it attempt, to quantify, rank or otherwise assign relative weights to these factors that it considered in reaching its decision. In addition, in considering these factors, individual members of the Special Committee and the Board may have given different weight to various factors and may have applied different analyses to each of the material factors considered by the Special Committee and the Board.

The Special Committee’s and the Board’s reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks described herein.

Opinions of Financial Advisors

In connection with the evaluation of the Arrangement, the Special Committee and the Board received and considered the Fairness Opinions.

The full text of the Fairness Opinions, which set forth assumptions made, procedures followed, information reviewed, matters considered, and limitations on the scope of the review undertaken by Scotiabank and Fort Capital in connection with their respective Fairness Opinion, are attached in Appendix E, “Scotiabank Fairness Opinion” and Appendix G, “Fort Capital Fairness Opinion”, respectively.

The following summaries of the Fairness Opinions are qualified in their entirety by reference to the full text of the Fairness Opinions. Scotiabank and Fort Capital provided their opinions at the request of, and solely for the information and assistance of, the Special Committee and the Board, as applicable, in connection with their consideration of the Arrangement and except for the inclusion of the Fairness Opinions in their entirety and a summary thereof in this Circular, the Fairness Opinions are not to be summarized, circulated, reproduced, publicized, disseminated, quoted from or referred to (in whole or in part) or used or relied upon by any party without the respective express prior written consent of Scotiabank or Fort Capital, as applicable. The Fairness Opinions were not intended to be and are not a recommendation to the Special Committee or the Board, as applicable, as to whether it should approve the Arrangement Agreement or the Arrangement, nor are they a recommendation to any Shareholder as to how they should vote or act on any matter relating to the Arrangement or any other matter or an opinion concerning the trading price or value of any securities of the Company following the announcement or completion of the Arrangement.

As described under “Reasons for the Arrangement”, the Fairness Opinions were only one of many factors considered by the Special Committee and the Board in evaluating the Arrangement and should not be viewed as determinative of the views of the Special Committee and the Board with respect to the Arrangement or the Consideration to be received by Shareholders pursuant to the Arrangement. Shareholders are urged to read each of the Fairness Opinions in their entirety.

Scotiabank

The Special Committee retained Scotiabank to act as financial advisor in connection with the Arrangement. Under the terms of its engagement, Scotiabank agreed to provide the Special Committee with various financial advisory and investment banking services in connection with the Arrangement, including, among other things, providing an opinion subject to customary qualifications as to whether the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

On May 12, 2026, at the meeting of the Board held to consider the Arrangement, Scotiabank delivered its oral opinion to the Board and the Special Committee, which was subsequently confirmed in writing, to the effect that, as of May 12, 2026, and based on and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. A copy of the Scotiabank Fairness Opinion is attached as Appendix E, “Scotiabank Fairness Opinion”. This summary of the Fairness Opinion is qualified in its entirety by the full text of the Fairness Opinion.

Pursuant to the terms of the engagement letter with the Special Committee, Scotiabank is entitled to payment of a fixed advisory fee and a fixed fee for the Scotiabank Fairness Opinion, which are not contingent on the substance of or the conclusions reached in the Scotiabank Fairness Opinion or the completion of the Arrangement. The Company has also agreed to reimburse Scotiabank for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify Scotiabank against certain liabilities that may arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

Fort Capital

The Special Committee retained Fort Capital to provide the Special Committee with an independent fairness opinion in connection with the Arrangement. Under the terms of its engagement, Fort Capital agreed to prepare and deliver to the Special Committee an opinion, subject to customary qualifications, as to whether the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

On May 12, 2026, at the meeting of the Board held to consider the Arrangement, Fort Capital delivered its oral opinion to the Board and the Special Committee, which was subsequently confirmed in writing, to the effect that, as of May 12, 2026, and based on and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. A copy of the Fort Capital Fairness Opinion is attached as Appendix G, “Fort Capital Fairness Opinion”.

Pursuant to the terms of the engagement letter with the Special Committee, Fort Capital is entitled to payment of a fixed engagement fee and a fixed fee for the Fort Capital Fairness Opinion, which are not contingent on the substance of or the conclusions reached in the Fort Capital Fairness Opinion or upon the completion of the Arrangement. The Company has also agreed to reimburse Fort Capital for its reasonable and documented out-of-pocket expenses incurred in connection with its services and to indemnify Fort Capital against certain liabilities that may arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

Arrangement Steps

If the Company Shareholder Approval is obtained at the Meeting, the Equinox Shareholder Approval is obtained at the Equinox Meeting, the Final Order approving the Arrangement is issued by the Court, the Key Regulatory Approvals have been obtained, and all other conditions to the completion of the Arrangement set forth in the Arrangement Agreement are satisfied or waived, the Arrangement will take effect commencing and effective as at the Effective Time.

The following description of the steps of the Plan of Arrangement is qualified in its entirety by the full text of the Plan of Arrangement which is attached as Appendix D to this Circular, “Plan of Arrangement” .

Commencing and effective as at the Effective Time, each of the following events will occur and will be deemed to occur sequentially in the following order without any further act or formality required on the part of any person, except as expressly provided in the Plan of Arrangement:

The exchanges and cancellations provided for in steps (a) through (g) above will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

If completed, the Arrangement will result in Equinox acquiring all of the issued and outstanding Company Shares on the Effective Date, and the Company will be a wholly-owned subsidiary of Equinox. Pursuant to the Plan of Arrangement, at the Effective Time, Shareholders (other than Dissenting Shareholders) will receive 1.00 Equinox Share and US$0.0001 in cash for each Company Share held at the Effective Time. On the Effective Date, immediately following completion of the Arrangement, assuming that there are no Dissenting Shareholders and assuming no additional Company Shares are issued prior to the Effective Time (including pursuant to the exercise, conversion or vesting, as applicable, of the Company Convertible Securities prior to the Effective Time), former Shareholders (including former holders of Company RSUs and Company DSUs) are anticipated to own approximately 33% of the outstanding Equinox Shares and existing Equinox Shareholders are anticipated to own approximately 67% of the outstanding Equinox Shares, in each case on a fully-diluted in-the-money basis based on the number of issued and outstanding securities of the Company and Equinox as of the date of the Arrangement Agreement.

If the Company Shareholder Approval is obtained at the Meeting, the Equinox Shareholder Approval is obtained at the Equinox Meeting, the Final Order approving the Arrangement is issued by the Court, the Key Regulatory Approvals are obtained and all other conditions to the completion of the Arrangement set forth in the Arrangement Agreement (as disclosed below under “Part III – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective”) are satisfied or waived, the Arrangement will take effect commencing at the Effective Time, which is expected to be 12:01 a.m. (Vancouver time) on the Effective Date (which is expected to occur in the third quarter of 2026).

Effect of the Arrangement

Effect on Company Shares

If completed, the Arrangement will result in the issuance of 1.00 Equinox Share and the payment of US$0.0001 in cash for each Company Share held by Shareholders as at the Effective Time (other than Dissenting Shareholders). As at the close of business on June 18, 2026, there were 375,312,739 Company Shares outstanding (on a non-diluted basis). If completed, the Arrangement will result in Equinox becoming the owner of all of the Company Shares on the Effective Date, and the Company will be a wholly-owned subsidiary of Equinox.

Assuming that there are no Dissenting Shareholders and assuming no additional Company Shares are issued prior to the Effective Time (including pursuant to the exercise, conversion or vesting, as applicable, of the Company Convertible Securities prior to the Effective Time), there will be, immediately following the completion of the Arrangement, approximately 1,166,187,818 Equinox Shares issued and outstanding. Immediately following completion of the Arrangement: (i) former Shareholders of the Company (including former holders of Company RSUs and Company DSUs) are expected to hold approximately 377,029,979 Equinox Shares and (ii) existing Equinox Shareholders are expected to hold approximately 789,157,979 Equinox Shares.

Company Convertible Securities

Pursuant to the terms of the Arrangement Agreement, if the Company Shareholder Approval is obtained at the Meeting, the Equinox Shareholder Approval is obtained at the Equinox Meeting, the Final Order approving the Arrangement is issued by the Court, the Key Regulatory Approvals are obtained and all other conditions to the completion of the Arrangement set forth in the Arrangement Agreement are satisfied or waived, then, commencing and effective as at the Effective Time:

Corporate Structure

Pursuant to the Plan of Arrangement, Shareholders (other than Dissenting Shareholders) will receive Equinox Shares and the Cash Consideration in exchange for their Company Shares. The rights of Shareholders are currently governed by the CBCA and by the Company’s articles and by-laws. Since Equinox is a British Columbia corporation, the rights of Equinox Shareholders are governed by the applicable Laws of the province of British Columbia, including the BCBCA, and by Equinox’s notice of articles and articles. Although the rights and privileges of shareholders under the BCBCA are in many instances comparable to those under the CBCA, there are several differences. See Appendix N to this Circular, “Comparison of Shareholders Rights under the CBCA and the BCBCA”, for a comparison of certain of these rights. This summary is not intended to be exhaustive and Shareholders should consult their legal advisors regarding all of the implications of the effects of the Arrangement on such Shareholders’ rights.

Voting Agreements

The following is a summary of the material provisions of the Voting Agreements. This summary may not contain all information about the Voting Agreements that is important to Shareholders. The rights and obligations of the parties thereto are governed by the express terms and conditions of the Voting Agreements and not by this summary or any other information contained in this Circular. Shareholders are urged to read the forms of Voting Agreement carefully in their entirety, as well as this Circular, before making any decisions regarding the Arrangement. This summary is subject to, and is qualified in its entirety by reference to, the full text of the Voting Agreements, the forms of which have been filed by the Company on its issuer profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The rights and obligations of the parties to such Voting Agreements are governed by the express terms and conditions of such agreements and not by this summary or any other information contained in this Circular. Shareholders are urged to read the forms of Voting Agreement carefully and in their entirety, as well as this Circular, before making any decisions regarding the Arrangement.

On May 12, 2026, (i) each of the Company Locked-up Shareholders entered into a Company Voting Agreement with Equinox; and (ii) each of the Equinox Locked-up Shareholders entered into an Equinox Voting Agreement with the Company. As at the close of business on the Record Date, the Company Locked-up Shareholders collectively owned, directly or indirectly, or exercised control or direction over, an aggregate of 99,060,265 Company Shares, representing approximately 26.4% of the outstanding Company Shares on a non-diluted basis. As at the close of business on June 15, 2026, the record date of the Equinox Meeting, the Equinox Locked-up Shareholders collectively, owned, directly or indirectly, or exercised control or direction over, an aggregate of 32,165,734 Equinox Shares, representing approximately 4.1% of the outstanding Equinox Shares on a non-diluted basis.

The Voting Agreements set forth, among other things, the agreement of the Company Locked-up Shareholders and Equinox Locked-up Shareholders, as applicable, to (i) vote all of their securities entitled to vote for the approval of Arrangement Resolution or the Equinox Shareholder Resolution, as applicable, and any other matter necessary for the consummation of the Arrangement, (ii) vote all of their securities entitled to vote against any Acquisition Proposal with respect to the Company or Equinox, as applicable, and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the completion of the Arrangement; (iii) revoke any and all previous proxies granted or VIFs or other voting documents delivered that may conflict or be inconsistent with the Voting Agreements; and (iv) not to, directly or indirectly, sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (each a “Transfer”), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any relevant securities to any person, other than pursuant to the Arrangement Agreement or pursuant to customary exceptions set forth in the applicable Voting Agreements (provided that, in the case of one Company Locked-up Shareholder, such Transfer restriction shall only apply prior to such Company Locked-up Shareholder voting their securities of the Company for the approval of the Arrangement). Company Locked-up Shareholders also agreed pursuant to the Company Voting Agreements not to exercise any Dissent Rights or rights of appraisal in respect of their Company Shares in connection with the Arrangement.

Notwithstanding the above, pursuant to the Voting Agreements entered into by each of the directors and/or officers of the Company and Equinox, Equinox and the Company, respectively, have agreed and acknowledged that each of the Company Locked-up Shareholders that is a director and/or officer of the Company and the Equinox Locked-up Shareholders that is a director and/or officer of Equinox, respectively, are bound to their respective Voting Agreement solely in their capacity as a shareholder of the Company or Equinox, as applicable, and not in their capacity as directors and/or officers of the Company or Equinox, as applicable, and that nothing in the Voting Agreements limits or restricts any such Company Locked-up Shareholders or Equinox Locked-up Shareholders, as applicable, from properly fulfilling their fiduciary duties as a director or officer of the Company or Equinox, as applicable, or be construed as creating any obligation on the shareholder to refrain from taking any action in his or her capacity as a director and/or officer of the Company or Equinox, as applicable, and any actions taken by the shareholder in his or her capacity as a director and/or officer of the Company or Equinox, as applicable, will not be a breach of their respective Voting Agreement.

The Voting Agreements may terminate upon the earliest of: (i) mutual written agreement; (ii) the Effective Time; (iii) the termination of the Arrangement Agreement in accordance with its terms; (iv) by the Company Locked-up Shareholders or Equinox Locked-up Shareholders if: (A) any of the representations and warranties of Equinox or the Company, as applicable, in the Voting Agreement are not true and correct in all material respects; (B) the Exchange Ratio as in effect on the date of the Voting Agreement is modified in any manner adverse to the Company Locked-up Shareholders or Equinox Locked-up Shareholders, as applicable; or (C) except for the Cash Consideration, the Arrangement Agreement is amended, or any condition therein is waived, in any manner that is materially adverse to the Company Locked-up Shareholders or Equinox Locked-up Shareholders, respectively, in each case without the prior written consent of the Company Locked-up Shareholders or Equinox Locked-up Shareholders, respectively (provided that, in the case of one Company Locked-up Shareholder, they may terminate their Voting Agreement if the Arrangement Agreement is amended or any condition thereof is waived, in any manner that is adverse to such Company Locked-up Shareholder without the prior written consent of such Company Locked-up Shareholder); or (v) by Equinox or the Company if: (A) any of the representations and warranties of the Company Locked-up Shareholders or Equinox Locked-up Shareholders, as applicable, in the Voting Agreement are not true and correct in all material respects; or (B) the Company Locked-up Shareholders or Equinox Locked-up Shareholders, as applicable, have not complied with its covenants to Equinox or the Company contained in the Voting Agreement, provided that Equinox or the Company has notified the Company Locked-up Shareholders or Equinox Locked-up Shareholders, respectively, in writing of any of the foregoing events and the same has not been cured within ten business days of the date such notice was received by such shareholder.

Procedure for the Arrangement Becoming Effective

The Arrangement is proposed to be carried out pursuant to Section 192 of the CBCA. The following procedural steps must be taken for the Arrangement to become effective:

Timing

If the Meeting and the Equinox Meeting are held as scheduled and are not adjourned and/or postponed, the Company Shareholder Approval is obtained at the Meeting and the Equinox Shareholder Approval is obtained at the Equinox Meeting, it is expected that the Company will apply for the Final Order approving the Arrangement on July 28, 2026. If the Final Order is obtained in a form and substance satisfactory to the Company and Equinox, and all other conditions to the completion of the Arrangement set forth in the Arrangement Agreement are satisfied or waived by the applicable Party, the Company expects the Effective Date to occur during the third quarter of 2026 following the receipt of all Key Regulatory Approvals. However, it is not possible at this time to state with certainty when the Effective Date will occur as completion of the Arrangement may be delayed beyond this time if the conditions to completion of the Arrangement cannot be met on a timely basis. Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by the Outside Date, which date can be extended by mutual agreement of the Parties.

The Arrangement will become effective as of the Effective Time on the Effective Date, which is expected to be the date of the filing with the Director of the Articles of Arrangement and a copy of the Final Order, together with such other materials as may be required by the Director.

Although the Company’s and Equinox’s objective is to have the Effective Date occur as soon as reasonably practicable after the Meeting, the Effective Date could be delayed, however, for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order or any delay in obtaining, or failure to receive, any required Key Regulatory Approvals on acceptable terms and conditions in a timely manner. The Company and/or Equinox may determine not to complete the Arrangement without prior notice to or action on the part of Shareholders or Equinox Shareholders.

Procedure for Exchange of Company Shares

Orla and Equinox have appointed Computershare Investor Services Inc. to act as Depositary to handle the exchange of the Company Shares for the Consideration. Following the receipt of the Final Order and prior to the Effective Date, Equinox will deliver or arrange to be delivered to the Depositary the Consideration Shares required to be issued to Former Shareholders (including former holders of Company RSUs and Company DSUs) and cash required to satisfy the aggregate Cash Consideration, all in accordance with the Plan of Arrangement, which Consideration will be held by the Depositary as agent and nominee for such Former Shareholders (including former holders of Company RSUs and Company DSUs) for distribution to such Former Shareholders (including former holders of Company RSUs and Company DSUs) in accordance with the Plan of Arrangement.

In order to receive the Consideration that a Registered Shareholder (other than a Dissenting Shareholder) is entitled to receive under the Arrangement, each Registered Shareholder must deposit with the Depositary (at the address specified on the last page of the Letter of Transmittal) a validly completed and duly signed Letter of Transmittal together with the certificate(s) or DRS Advice(s) representing the Registered Shareholder’s Company Shares and such other documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the CBCA and the constating documents of the Company. Registered Shareholders who do not have their Company Share certificates or DRS Advices should refer to “Part II – The Arrangement – Lost Certificates or DRS Advices”.

The Company currently anticipates that the Arrangement will be completed during the third quarter of 2026. Registered Shareholders will have received a Letter of Transmittal with this Circular. The Company has enclosed a return envelope with the Meeting materials in order to assist Registered Shareholders with return Letters of Transmittal and related documents to the Depositary. The Letter of Transmittal will also be available under the Company’s issuer profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Additional copies of the Letter of Transmittal will also be available by contacting the proxy solicitation agent of the Company by using the contact details listed on the back page of this Circular.

The Letter of Transmittal contains procedural information relating to the Arrangement and the exchange of Company Shares for the Consideration that a Registered Shareholder is entitled to receive pursuant to the Arrangement and should be reviewed carefully. In all cases, delivery of the Consideration that a Registered Shareholder is entitled to receive pursuant to the Arrangement will be made only after timely receipt by the Depositary of a validly completed and duly signed Letter of Transmittal, together with certificate(s) or DRS Advice(s) representing the Registered Shareholder’s Company Shares, such other documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the CBCA and the constating documents of the Company. The Depositary will deliver the Consideration that a Registered Shareholder is entitled to receive pursuant to the Arrangement in accordance with the instructions in the validly completed and duly signed Letter of Transmittal. Equinox reserves the right, if it so elects in its absolute discretion, to instruct the Depositary to waive any irregularity contained in any Letter of Transmittal received by the Depositary. As soon as practicable following the later of the Effective Date and the deposit of certificate(s) or DRS Advice(s) representing the Company Shares, including the delivery of the validly completed and duly signed Letter of Transmittal and other corresponding documents required from the Registered Shareholder, the Depositary will deliver the Consideration (and any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) that a Registered Shareholder is entitled to receive in accordance with the Plan of Arrangement and the instructions set forth in the Letter of Transmittal.

Only Registered Shareholders are required to submit a Letter of Transmittal. The exchange of Company Shares for the Consideration in respect of any Non-Registered Shareholder is expected to be made with the Non-Registered Shareholder’s Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary, as applicable, with no further action required by the Non-Registered Shareholder. Non-Registered Shareholders should contact their Intermediary if they have any questions regarding this process and to arrange for their Intermediary to complete the necessary steps to ensure that they receive the Consideration in respect of their Company Shares.

The method used to deliver a Letter of Transmittal, any accompanying certificate(s) or DRS Advice(s) representing Company Shares and any other accompanying documents or instruments, if any, is at the option and risk of the relevant Shareholder. Delivery will be deemed effective only when such documents are actually received by the Depositary at the address set out in the Letter of Transmittal. The Company recommends that the necessary documentation be delivered by hand to the Depositary and a receipt therefor be obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended.

To prevent a delay in receiving the Consideration, Registered Shareholders should consider re-registering their Company Shares with an Intermediary prior to the Effective Date. Under no circumstances will interest accrue on the Consideration that a Shareholder is entitled to receive upon depositing certificate(s) or DRS Advice(s) representing Company Shares pursuant to the Plan of Arrangement, regardless of any delay in making such delivery.

Whether or not a Registered Shareholder forwards a Letter of Transmittal and the certificate(s) or DRS Advice(s) representing their Company Shares to the Depositary, upon completion of the Arrangement, Shareholders will cease to be holders of Company Shares as of the Effective Time. From and after the Effective Time and until surrendered, each certificate or DRS Advice that immediately prior to the Effective Time represented one or more Company Shares will be deemed to represent only the right to receive in exchange therefor the Consideration (and any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) the holder of such certificate or DRS Advice, as applicable, is entitled to receive in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement.

Cancellation of Rights

To the extent that a Former Shareholder has not complied with the provisions of the Plan of Arrangement, including failing to deliver to the Depositary the certificate(s) or DRS Advice(s), as applicable, representing the Company Shares held by such Shareholder, a validly completed and duly signed Letter of Transmittal, and any other certificates, documents or instruments required to be delivered to the Depositary as required by the Plan of Arrangement in order for such Former Shareholder to receive the Consideration (and any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) which such Former Shareholder is entitled to receive pursuant to the Plan of Arrangement, on or before the sixth anniversary of the Effective Date, then, on the sixth anniversary of the Effective Date, the Cash Consideration (and any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) to which such Former Shareholder was entitled to receive shall be automatically returned to Equinox and the Consideration Shares that such Former Shareholder was entitled to receive will be automatically cancelled without any repayment of capital in respect thereof and the certificates or DRS Advices representing such Consideration Shares shall be delivered to Equinox by the Depositary and the certificates shall be cancelled by Equinox, and the interest of the Former Shareholder in such Consideration Shares and Cash Consideration (and any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) to which it was entitled shall be terminated as of such date.

None of the Company, Equinox, nor any of their respective successors or the Depositary, will be liable to any person in respect of any Consideration (including any consideration, dividend or other distribution previously held by the Depositary as agent for any such Former Shareholder), which is forfeited to Equinox or its successor or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

Accordingly, Former Shareholders who deposit with the Depositary any certificate(s) or DRS Advice(s) representing the Company Shares held by such Former Shareholder after the sixth anniversary of the Effective Date will not receive the Consideration (or any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) or any other consideration in exchange therefore and will not own any interest in Orla, Equinox or the Combined Company and will not be paid any compensation.

Treatment of Fractional Consideration Shares and Fractional Cash Consideration

No fractional Equinox Shares will be issued to Former Shareholders (including former holders of Company RSUs and Company DSUs). The number of Consideration Shares to be issued to Former Shareholders (including former holders of Company RSUs and Company DSUs) shall be rounded down to the nearest whole Consideration Shares in the event that a Former Shareholder is entitled to a fractional share representing less than a whole Consideration Shares and no Shareholder will be entitled to any compensation in respect of a fractional Consideration Share.

In any case where the aggregate amount of cash payable to a particular Shareholder under the Plan of Arrangement would include a fraction of a cent, such cash amount payable will be rounded up to the nearest whole cent.

DRS Advice

Where Company Shares are evidenced only by DRS Advice(s), there is no requirement to first obtain a certificate for those Company Shares or deposit with the Depositary any certificate evidencing Company Shares. Only a validly completed and duly signed Letter of Transmittal accompanied by the applicable DRS Advices, and any other required certificates, documents or instruments, is required to be delivered to the Depositary in order to surrender those Company Shares under the Arrangement. Equinox reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it.

Return of Company Shares

If the Arrangement is not completed, any certificate(s) representing deposited Company Shares will be returned to the depositing Shareholder at Equinox’s expense upon written notice to the Depositary from Equinox and Orla by returning the certificate(s) representing deposited Company Shares (and any other relevant documents) by first class insured mail in the name of and to the address specified by the Shareholder in the Letter of Transmittal or, if such name and address is not so specified, in such name and to such address as shown on the register of Company Shares maintained by Computershare on behalf of the Company.

Mail Service Interruption

Notwithstanding the provisions of the Circular, the Letter of Transmittal, the Arrangement Agreement or the Plan of Arrangement, certificates or DRS Advices representing the Consideration Shares, and cheques representing the Cash Consideration, to be delivered for Company Shares deposited pursuant to the Arrangement, and/or any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares, that a Former Shareholder is entitled to receive pursuant to the Plan of Arrangement, and certificates or DRS Advices representing Company Shares to be returned if applicable, will not be mailed if Equinox determines that delivery thereof by mail may be delayed.

Persons entitled to certificates, DRS Advices, cheques and other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the Letter of Transmittal related thereto was deposited until such time as Equinox has determined that delivery by mail will no longer be delayed.

Notwithstanding the foregoing section, certificates, DRS Advices, cheques and other relevant documents not mailed for the foregoing reason will be conclusively deemed to have been delivered on the first day upon which they are received at the office of the Depositary at which the Company Shares were deposited.

Lost Certificates or DRS Advices

In the event any certificate representing one or more outstanding Company Shares that were exchanged in accordance with the Arrangement Agreement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a DRS representing the Consideration Shares and a cheque representing the Cash Consideration (and any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) that such holder is entitled to receive in accordance with the Plan of Arrangement. When authorizing such delivery of a DRS representing the Consideration Shares and a cheque representing the Cash Consideration (and any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom a DRS representing such the Consideration Shares and a cheque representing the Cash Consideration (and any dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares) is to be delivered shall, as a condition precedent to the delivery of such Consideration Shares and Cash Consideration (and such dividends or other distributions with a record date after the Effective Time in respect of the Equinox Shares), give a bond satisfactory to Equinox and the Depositary in such amount as Equinox and the Depositary may direct, or otherwise indemnify Equinox and the Depositary in a manner satisfactory to Equinox and the Depositary, against any claim that may be made against Equinox or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the constating documents of the Company.

If a DRS Advice representing Company Shares has been lost, stolen or destroyed, the holder can request a copy of the DRS Advice by contacting Computershare by phone: toll-free in North America at 1-800-564-6253 or international at 1-514-982-7555, with no bond indemnity required and such copy of the DRS Advice should be deposited with the Letter of Transmittal.

Withholding Rights

Equinox, the Company, the Depositary, and their respective agents, as applicable, shall each be entitled to deduct and withhold from any consideration payable (whether in cash or in kind, and including for avoidance of doubt the Consideration Shares) or otherwise deliverable to any person under the Plan of Arrangement and the Arrangement Agreement (including any payment to Dissenting Shareholders) such amounts as Equinox, the Company, the Depositary, and their respective agents, as applicable, is required to deduct or withhold therefrom under any applicable Law in respect of Taxes. For the purposes hereof, all such deducted or withheld amounts shall be treated as having been paid to the person in respect of which such deduction or withholding was made on account of the obligation to make payment to such person thereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity when required by Law by, or on behalf of, Equinox, the Company, the Depositary, and their respective agents, as applicable. Each of Equinox, the Company, the Depositary, and their respective agents, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person in respect of which a deduction or withholding was made, such portion of any Consideration Shares or other security deliverable to such person as is necessary to provide sufficient funds (after deducting all reasonable commissions, fees and other reasonable expenses in respect of such sale) to Equinox, the Company, the Depositary, and their respective agents, as applicable, to enable it to comply with such deduction or withholding requirement and Equinox, the Company, the Depositary, and their respective agents, as applicable, shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate Governmental Entity and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person. Any such sale will be made in accordance with applicable Laws and at prevailing market prices, and none of Equinox, the Company, the Depositary, or any of their respective agents, as applicable, shall be under any obligation to obtain a particular price, or indemnify any person, in respect of a particular price, for the portion of the Consideration Shares or other securities, as applicable, so sold. None of Equinox, the Company, the Depositary, or any of their respective agents, as applicable, will be liable for any loss arising out of any such sale.

Treatment of Dividends

No dividend or other distribution declared or made after the Effective Time with respect to the Equinox Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate or DRS Advice that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder thereof shall have surrendered such certificate or DRS Advice in accordance with the Plan of Arrangement. Subject to applicable law and the Plan of Arrangement, at the time of such surrender, there shall, in addition to the delivery of a certificate representing the Consideration Shares and a cheque representing the Cash Consideration to which such Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Consideration Shares.

Adjustment of Consideration

The Consideration Shares issuable to a Shareholder pursuant to the Plan of Arrangement shall be adjusted to reflect fully the effect of any stock split, reverse split, dividend (including any dividend or distribution of securities convertible into Company Shares), consolidation, reorganization, recapitalization or other like change with respect to the Company Shares effected in accordance with the terms of the Arrangement Agreement occurring after the date of the Arrangement Agreement and prior to the Effective Time.

Interests of Certain Persons or Companies in the Arrangement

In considering the Arrangement and the recommendations of the Special Committee and the Board with respect to the Arrangement, Shareholders should be aware that the directors and senior officers of the Company may have certain interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other Shareholders generally, which may present them with actual or potential conflicts of interest in connection with the Arrangement. These interests include those described below. The Special Committee and the Board were aware of these interests and considered them, among other matters, when evaluating and negotiating the Arrangement Agreement and recommending approval of the Arrangement by the Shareholders, as applicable.

All benefits received, or to be received, by the directors and senior officers of the Company as a result of the Arrangement are, and will be, solely in connection with their services as directors and senior officers of the Company. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for the Company Shares held by such person and no benefit is, or will be, a condition of any person supporting the Arrangement.

Ownership of Company Shares and Company Convertible Securities

The table below sets out, as of the Record Date, the number of Company Shares, Company Options, Company RSUs, Company DSUs, Company PSUs, Company Warrants and Company Bonus Shares beneficially owned or controlled or directed by each director and senior officer of the Company and their associates and affiliates. As at the Record Date, the directors and senior officers of the Company and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, no Company Notes. Only the Company Shares will be entitled to be voted at the Meeting.

Notes:

As at the Record Date, the directors and senior officers of the Company and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 5,943,766 Company Shares, representing 1.58% of the outstanding Company Shares, an aggregate of 1,684,010 Company Options, representing 84.41% of the outstanding Company Options, as well as 562,623 Company RSUs, 880,021 Company DSUs, 570,073 Company PSUs, 585,000 Company Warrants and 500,000 Company Bonus Shares. As at the Record Date, the directors and senior officers of the Company and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, 3,275 Equinox Shares.

In connection with entering into the Arrangement Agreement, Equinox entered into the Company Voting Agreements with all directors and senior officers of the Company.

As a result of the Arrangement: (i) the Company Options (whether vested or unvested) will fully vest at the Effective Time and upon exercise of such Company Option following the Effective Time, will entitle the holders thereof to receive Equinox Shares as adjusted in number and exercise price to reflect the Exchange Ratio; (ii) the Company RSUs and Company DSUs will each be deemed to be vested to the fullest extent and settled for Company Shares to be exchanged for the Consideration; (iii) the Company PSUs will be deemed to be vested to the fullest extent, such that the “Performance Percentage” (as provided for under the Company PSU Plan) shall be deemed at 100% and exchanged at the Effective Time for a cash payment equal to the Market Price (as defined in the Company PSU Plan); (iv) the Company Notes and the Company Warrants will be adjusted in accordance with their respective terms to entitle the holder thereof to receive the Consideration in lieu of the Company Shares to which such holder was theretofore entitled upon such exercise; and (v) the Company Bonus Shares will not vest in accordance with the terms of the Company Bonus Share Agreement on the occurrence of a Change of Control (as such term is defined in the Company Bonus Share Agreement) but shall be adjusted such that the Company Bonus Shares shall vest and be settled on the date the holder thereof ceases to act as a director of the Combined Company Board, and the holder thereof shall be entitled to receive upon the settlement of such Company Bonus Share, the Consideration in lieu of the Company Shares to which such holder was theretofore entitled upon such settlement, in each case, in accordance with the terms of the Plan of Arrangement. See “Part II – The Arrangement – Effect of the Arrangement – Company Convertible Securities”.

All Company Shares and Company Convertible Securities held by directors and senior officers of the Company and their associates and affiliates will be treated in the same fashion under the Arrangement as the Company Shares and Company Convertible Securities held by other securityholders of the Company.

Change of Control Provisions

The Company has entered into individual employment agreements (collectively, the “Executive Employment Agreements”) with senior officers currently employed by the Company (each an “Executive”), pursuant to which such Executives may receive change of control payments or other benefits.

In particular, such Executive Employment Agreements provide for the following compensation if there is a “Change of Control” and within 12 months of such “Change of Control”, there is a “Termination by the Company without Cause” or a “Termination by Employee for Good Reason” (any such event being a “Triggering Event”):

The table below summarizes the benefits that are payable to each Named Executive Officer assuming the occurrence of a Triggering Event, calculated as of June 15, 2026:

Notes:

The benefits payable for the remaining senior officers (excluding the Named Executive Officers) assuming the occurrence of a Triggering Event would have an aggregate value of approximately C$5,131,689, calculated as at June 15, 2026.

All Company Shares and Company Convertible Securities held by such Executives will be treated in the same fashion under the Arrangement as the Company Shares and Company Convertible Securities held by other securityholders of the Company. See “Part II - The Arrangement – Interests of Certain Persons or Companies in the Arrangement – Ownership of Company Shares and Company Convertible Securities”.

New Employment Agreements

In connection with the Arrangement, Equinox or one of its affiliates (including Orla following closing) may terminate existing agreements and enter into new employment arrangements with one or more senior officers of Orla, which could include increased responsibilities and/or enhanced employment benefits. Equinox has advised Orla that, as of the date hereof, no agreements, arrangements or understanding with respect to any such new employment arrangements have been reached with any of the senior officers of Orla.

Combined Company Appointments

Management of the Combined Company will be led by Darren Hall, currently the Chief Executive Officer of Equinox, who will continue as Chief Executive Officer of the Combined Company, and Jason Simpson, currently the President and Chief Executive Officer of Orla, who will be appointed as President of the Combined Company. Additional senior management will be selected from the respective Equinox and Orla teams.

The Combined Company Board will consist of 11 members, comprised of six directors of Equinox and five directors of Orla. The Combined Company Board will include Charles Jeannes, currently the Non-Executive Chairman of the Board, as Chair. The remainder of the Combined Company Board will be determined by Equinox and Orla prior to the Effective Date. Pursuant to the Arrangement Agreement, Equinox has agreed to cause the current members of the Equinox Board that will not continue as a member of the Combined Company Board following the Effective Time to deliver resignations from the Equinox Board.

Insurance and Indemnification

Pursuant to the Arrangement Agreement, prior to the Effective Time, the Company will purchase customary “tail” policies of directors’ and officers’ liability insurance from an insurance company of nationally recognized standing providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its subsidiaries which are in effect immediately prior to the Effective Time and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time and Equinox will, and will cause the Company and its subsidiaries to maintain, such tail policies in effect without any reduction in scope or coverage for six years after the Effective Date; provided that Equinox will not be required to pay any amounts in respect of such coverage prior to the Effective Time.

Equinox will honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of the Company and its subsidiaries and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect.

If the Company or Equinox or any of their respective successors or assigns (i) amalgamates, consolidates with or merges or winds-up into any other person and is not the continuing or surviving corporation or entity, or (ii) transfers all or substantially all of its properties and assets to any person, then, in each such case, proper provisions will be made so that the successors and assigns and transferees of the Company or Equinox, as the case may be, assume all of the insurance and indemnification obligations of the Company or Equinox, as applicable, specified in the Arrangement Agreement.

The insurance and indemnification provisions of the Arrangement Agreement are intended for the benefit of, and will be enforceable by each insured or indemnified person, his or her heirs and his or her legal representatives and, for such purpose, the Company will act as agent and trustee on their behalf. Such provisions of the Arrangement Agreement will survive the completion of the Arrangement for a period of six years.

Expenses of the Arrangement

Pursuant to the Arrangement Agreement, all fees, costs and expenses of the Parties incurred in connection with the Arrangement Agreement and the Plan of Arrangement are to be paid by the Party incurring such fees, costs or expenses. These include legal, accounting and certain financial advisor fees, and non-recurring expenses in connection with the Arrangement and completion of the transactions contemplated by the Arrangement Agreement, including costs related to obtaining required shareholder and court approvals. Assuming successful completion of the Arrangement, it is estimated that such costs and expenses related to the Arrangement to be incurred by the Company will be approximately US$25 million.

Regulatory Matters and Approvals

Other than the Company Shareholder Approval, the Equinox Shareholder Approval, the Final Order, the Key Regulatory Approvals, including the necessary approvals of the TSX and the NYSE American of the listing for trading of the Consideration Shares issuable pursuant to the Arrangement and the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Option, the Company Notes, the Company Warrant and the Company Bonus Shares pursuant to the Arrangement, subject to customary listing conditions of the TSX, the Company is not aware of any material approval, consent or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought. Any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, the Company currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date. Subject to receipt of the Company Shareholder Approval, the Equinox Shareholder Approval, the Final Order, the Key Regulatory Approvals, including the necessary approvals of the TSX and NYSE American of the listing for trading of the Consideration Shares issuable pursuant to the Arrangement and the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Option, the Company Notes, the Company Warrant and the Company Bonus Shares pursuant to the Arrangement, subject to customary listing conditions of the TSX, and the satisfaction or waiver of all other conditions specified in the Arrangement Agreement, the Effective Date is expected to occur in the third quarter of 2026.

Approval of Shareholders Required for the Arrangement

At the Meeting, pursuant to the Interim Order, Shareholders will be asked to approve the Arrangement Resolution. The complete text of the Arrangement Resolution to be presented at the Meeting is set forth in Appendix A to this Circular, “Arrangement Resolution”. Each Shareholder of record as at the close of business on the Record Date will be entitled to vote on the Arrangement Resolution.

In order to become effective, the Arrangement Resolution must be approved by at least 66^2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. The Arrangement Resolution must receive the Company Shareholder Approval in order for the Company to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the terms of the Final Order.

Notwithstanding the foregoing, the Arrangement Resolution authorizes the Board, without further notice to or approval of the Shareholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. If the Arrangement Resolution is not approved by the Shareholders at the Meeting, the Arrangement will not be completed. See Appendix A to this Circular, “Arrangement Resolution”, for the full text of the Arrangement Resolution. See also “Part IX – General Proxy Matters – Procedure and Votes Required”.

The Board, after receiving the unanimous recommendation of the Special Committee, has unanimously approved the Arrangement and the entering into of the Arrangement Agreement and unanimously recommends that Shareholders vote FOR the Arrangement Resolution. See “Part II – The Arrangement – Recommendations of the Special Committee and the Board”.

Approval of Equinox Shareholders Required for the Arrangement

At the Equinox Meeting, Equinox Shareholders will be asked to approve the Equinox Shareholder Resolution. Each Equinox Shareholder of record as at the close of business on June 15, 2026 will be entitled to vote on the Equinox Shareholder Resolution.

The Equinox Shareholder Resolution is required pursuant to section 611 of the TSX Company Manual, as the number of Equinox Shares to be issued to Shareholders pursuant to the Arrangement exceeds 25% of the number of Equinox Shares issued and outstanding. In order to become effective, the Equinox Shareholder Resolution must be approved by an affirmative vote of at least a simple majority of the votes cast on such resolution by Equinox Shareholders present in person or represented by proxy and entitled to vote at the Equinox Meeting.

Notwithstanding the foregoing, the Equinox Shareholder Resolution authorizes the Equinox Board, without further notice to or approval of the Equinox Shareholders, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. If the Equinox Shareholder Resolution is not approved by the Equinox Shareholders at the Equinox Meeting, the Arrangement will not be completed.

Court Approvals

Interim Order

The Arrangement requires approval by the Court under Section 192 of the CBCA. Prior to the mailing of this Circular, on June 19, 2026, the Company obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and other procedural matters. A copy of the Interim Order is attached as Appendix B to this Circular, “Interim Order”.

Final Order

Under the Arrangement Agreement, if the Company Shareholder Approval is obtained at the Company Meeting as provided for in the Interim Order and as required by applicable Law, and the Equinox Shareholder Approval is obtained at the Equinox Meeting, the Company is required to diligently pursue an application for the Final Order as soon as reasonably practicable, and in any event, within four business days after the Company Shareholder Approval and the Equinox Shareholder Approval are obtained. Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting and the approval of the Equinox Shareholder Resolution at the Equinox Meeting, the Company intends to make an application to the Court for the Final Order approving the Arrangement. The application for the Final Order is expected to take place at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia at 9:45 a.m. (Vancouver time) on July 28, 2026, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct. A copy of the Notice of Petition is set forth in Appendix C to this Circular, “Notice of Petition”.

The Court has broad discretion under the CBCA when making orders with respect to the Arrangement. The Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a procedural and substantive point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, the Company or Equinox may determine not to proceed with the Arrangement. Prior to and at the hearing on the Final Order, the Court will be informed that the Final Order will also constitute the basis for an exemption from registration under the U.S. Securities Act for the Consideration Shares to be issued in the Arrangement to holders of Company Shares pursuant to Section 3(a)(10) of the U.S. Securities Act.

Any Shareholder, other securityholder of the Company or any other interested party who wishes to appear or be represented and to present evidence or argument at the hearing of the application for the Final Order must file and serve a Response to Petition by no later than 4:00 p.m. (Vancouver time) on July 24, 2026, along with any other documents required, all as set out in the Interim Order and the Notice of Petition, the text of which are set out in Appendix B and Appendix C to this Circular, respectively, and satisfy any other requirements of the Court. Such persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned, then, subject to further order of the Court, only those persons having previously filed and served a Response to Petition will be given notice of the adjournment.

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the Notice of Petition attached at Appendix C to this Circular, “Notice of Petition”. The Notice of Petition constitutes notice of the Court hearing of the application for the Final Order and is your only notice of Court hearing.

The Consideration Shares to be issued pursuant to the Arrangement to Shareholders in exchange for their Company Shares have not been and will not be registered under the U.S. Securities Act or any U.S. Securities Laws, and are being issued in reliance on the Section 3(a)(10) Exemption. The issuance of the foregoing securities shall be exempt from, or not subject to, registration or qualification under U.S. state securities, or “blue sky”, laws. The Court has been advised that if the terms and conditions of the Arrangement and such issuance of Consideration Shares are approved by the Court, the Company and Equinox intend to rely upon the Final Order of the Court approving the Arrangement and such issuance of Consideration Shares as a basis for the exemption from registration under the U.S. Securities Act of the issuance pursuant to the Arrangement of the Consideration Shares. Therefore, subject to the additional requirements of Section 3(a)(10) of the U.S. Securities Act, should the Court make a Final Order approving the Arrangement and such issuance of the Consideration Shares, such Consideration Shares issued pursuant to the Arrangement will be exempt from registration under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act.

Stock Exchange Listing Approvals and Delisting Matters

The Company is a reporting issuer under the Canadian Securities Laws in each of the provinces and territories of Canada, and is a foreign private issuer under U.S. Securities Laws. The Company Shares are listed and posted for trading on the TSX under the symbol “OLA” and on the NYSE American under the symbol “ORLA”. On May 12, 2026, the last trading day on which the Company Shares traded prior to the announcement of the Arrangement Agreement, the closing price of the Company Shares on the TSX was C$19.77 and on the NYSE American was US$14.47. On June 18, 2026, the closing price of the Company Shares on the TSX was C$14.74 and on the NYSE American was US$10.38.

Equinox is a reporting issuer under the Canadian Securities Laws in each of the provinces and territories of Canada and is a foreign private issuer under U.S. Securities Laws. The Equinox Shares are listed and posted for trading on the TSX and the NYSE American under the symbol “EQX”. On May 12, 2026, the last trading day on which the Equinox Shares traded prior to the announcement of the Arrangement Agreement, the closing price of the Equinox Shares on the TSX was C$20.28 and on the NYSE American was US$14.80. On June 18, 2026, the closing price of the Equinox Shares on the TSX was C$14.80 and on the NYSE American was US$10.51.

It is expected that the Company Shares will be delisted from the TSX and the NYSE American as promptly as possible following the Effective Date. It is anticipated that, following completion of the Arrangement, the Equinox Shares will continue to be listed and posted for trading on the TSX and the NYSE American under the symbol “EQX”. Subject to applicable Laws, it is expected that Equinox will, as promptly as possible following completion of the Arrangement, cause the Company to apply to the applicable Canadian Securities Regulators to have the Company cease to be a reporting issuer under the securities legislation in each of the provinces and territories of Canada, and thus will terminate the Company’s public company reporting obligations in Canada following completion of the Arrangement. In addition, it is expected that Equinox will cause the Company to terminate it registration under Section 12(g) of the U.S. Exchange Act and suspend its reporting obligations under Section 13(a) of the U.S. Exchange Act following completion of the Arrangement. Thereafter the Company will cease to be required to file reports with the SEC. For information with respect to the trading history of the Company Shares, see Appendix I to this Circular, “Information Concerning Orla.”

It is a condition to completion of the Arrangement that the TSX and the NYSE American shall have each approved, in the case of the TSX, subject only to the satisfaction by Equinox of the customary listing conditions, the listing of the Consideration Shares issuable pursuant to the Arrangement and the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Options, Company Notes, Company Warrants and Company Bonus Shares, on the TSX and the NYSE American. Accordingly, Equinox has agreed to apply for and use its commercially reasonable efforts to obtain approval of the listing for trading on the TSX and the NYSE American by the Effective Time of (i) the Consideration Shares issuable pursuant to the Arrangement, which for certainty includes the Consideration Shares issuable for Company Shares issued on settlement of the Company DSUs and the Company RSUs pursuant to the Plan of Arrangement, and (ii) the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Option, the Company Notes, the Company Warrant and the Company Bonus Shares, in each case, subject only to the satisfaction by Equinox of customary listing conditions of the TSX. The TSX has conditionally approved the listing of the Consideration Shares issuable pursuant to the Arrangement and the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Options, Company Notes, Company Warrants and Company Bonus Shares, subject to filing certain documents following the closing of the Arrangement. It is a listing requirement of the TSX that the Equinox Shareholder Resolution is approved by at least a majority of the votes cast on the Equinox Shareholder Resolution by Equinox Shareholders present in person or represented by proxy and entitled to vote at the Equinox Meeting. Equinox anticipates receiving all required authorizations from the NYSE American prior to the closing of the Arrangement.

On June 17, 2026, the TSX accepted notice from the Company of the Arrangement and the delisting of the Company Shares following the closing of the Arrangement, subject to the delivery of certain documents following the closing of the Arrangement.

Key Regulatory Approvals

Pursuant to the Arrangement Agreement, it is a mutual condition precedent to completion of the Arrangement that all of the Key Regulatory Approvals have been obtained and shall remain in full force and effect. Within the time prescribed after the date of the Arrangement Agreement, the Parties, as applicable, have agreed to make all notifications and filings required to obtain the Key Regulatory Approvals and shall use their respective commercially reasonable efforts to obtain the Key Regulatory Approvals at the earliest reasonably practicable date.

See “Part III – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective”.

Canadian Competition Approval

Part IX of the Competition Act requires that parties to certain prescribed classes of transactions provide notifications to the Commissioner where the applicable thresholds set out in Sections 109 and 110 of the Competition Act are exceeded and no exemption applies (“Notifiable Transactions”). Subject to certain limited exceptions, a Notifiable Transaction cannot be completed until the Parties to the transaction have each submitted the information prescribed pursuant to Subsection 114(1) of the Competition Act (a “Notification”) to the Commissioner and the applicable waiting period has expired, has been terminated early or the appropriate waiver has been provided by the Commissioner.

The waiting period is 30 days after the day on which the parties to the Notifiable Transaction have submitted their respective notifications. The Parties are entitled to complete their Notifiable Transaction at the end of the 30-day period, unless the Commissioner notifies the parties, pursuant to Subsection 114(2) of the Competition Act, that the Commissioner requires additional information that is relevant to the Commissioner’s assessment of the Notifiable Transaction (“Supplementary Information Request”). In the event that the Commissioner provides the Parties with a Supplementary Information Request, the Notifiable Transaction cannot be completed until 30 days after compliance with such Supplementary Information Request, provided that there is no order issued by the Competition Tribunal in effect prohibiting completion at the relevant time. The Commissioner’s substantive assessment of a Notifiable Transaction may extend beyond the statutory waiting period.

In addition, or as an alternative to filing a Notification, the parties to a Notifiable Transaction may jointly apply to the Commissioner for an Advance Ruling Certificate or, in the event that the Commissioner is not prepared to issue an Advance Ruling Certificate, a No Action Letter. If the Commissioner issues an Advance Ruling Certificate or issues a No Action Letter and waives the parties’ obligation to provide a pre-merger notification in accordance with Part IX, the Parties are exempt from having to file a Notification.

As a general rule, the Commissioner may challenge a merger before the Competition Tribunal at any time before, or within one year following, its completion on the basis that the merger prevents or lessens, or is likely to prevent or lessen, competition substantially (a “Competition Challenge”). If the Competition Tribunal agrees with the Commissioner, it can issue an order prohibiting the transaction, provided that the transaction has not been completed by such time, or it can order the divestiture of shares or assets where the transaction already has been completed. The Commissioner is precluded from bringing a Competition Challenge solely on the basis of information that is the same or substantially as the information on the basis of which an Advance Ruling Certificate was issued, provided that the Notifiable Transaction was completed within one year after the Advance Ruling Certificate was issued. No such prohibition on bringing a Competition Challenge applies to the issuance of a No Action Letter.

The Parties have determined that the transactions contemplated by the Arrangement Agreement constitute a Notifiable Transaction. Accordingly, the Parties must each file a Notification under Part IX of the Competition Act or obtain an Advance Ruling Certificate or a No Action Letter and a waiver of the obligation to file Notifications. On May 15, 2026, the Parties submitted to the Commissioner a request for an Advance Ruling Certificate or, in the alternative, a No Action Letter and a waiver. On June 1, 2026, the Commissioner issued a No Action Letter to the Parties and waived the obligation to file Notifications in respect of the Arrangement, with the result that the Canadian Competition Approval required under the Arrangement Agreement has been obtained.

CNA Approval

Pursuant to Mexican Antitrust Law, concentrations that satisfy certain applicable monetary thresholds trigger the obligation of economic agents to notify and obtain authorization from the CNA before the concentration is consummated. Transactions subject to CNA authorization that close before obtaining such authorization will have no legal effect and will be deemed null and void. Pursuant to the Arrangement Agreement, it is a mutual condition precedent to completion of the Arrangement that all of the Key Regulatory Approvals, which includes the CNA Approval, have been obtained and shall remain in full force and effect.

For purposes of the Mexican Antitrust Law, “concentration” is defined, pursuant to Article 61 of the Federal Economic Competition Law (Ley Federal de Competencia Económica) (“LFCE”), as any merger, acquisition of control or any transaction the result of which is the merger of corporations, companies, associations, shares, equity interests, trusts or assets in general, executed among competitors, suppliers, clients or any other economic agent.

The steps to obtain the CNA Approval under Mexican Antitrust Law, including the review periods contemplated under Article 90 of the LFCE, are substantially as follows:

On May 20, 2026, the Parties filed a pre-merger notice with the CNA in respect of the transactions contemplated by the Arrangement Agreement. As of the date of this Circular, the review of the transactions contemplated by the Arrangement Agreement by the CNA is ongoing and the CNA Approval required under the Arrangement Agreement has not yet been obtained.

Securities Law Matters

Canada

Reporting Issuer Status

The Company is a reporting issuer under the Canadian Securities Laws in each of the provinces and territories of Canada. The Company Shares currently trade on the TSX and the NYSE American. If the Arrangement is completed, the Company will become a wholly-owned subsidiary of Equinox on the Effective Date. It is expected that the Company Shares will be delisted from the TSX and the NYSE American as promptly as possible following the Effective Date. Subject to applicable Laws, it is expected that Equinox will, as promptly as possible following completion of the Arrangement, cause the Company to apply to the applicable Canadian Securities Regulators to have the Company cease to be a reporting issuer under the securities legislation in each of the provinces and territories of Canada, and thus will terminate the Company’s public company reporting obligations in Canada following completion of the Arrangement.

Equinox is a reporting issuer under the Canadian Securities Laws in each of the provinces and territories of Canada. The Equinox Shares currently trade on the TSX and the NYSE American. It is anticipated that, following completion of the Arrangement, the Equinox Shares will continue to trade on the TSX and the NYSE American.

Distribution and Resale of Consideration Shares

The distribution of the Consideration Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian Securities Laws and is exempt from or otherwise is not subject to the registration requirements under applicable Canadian Securities Laws. The Consideration Shares issued pursuant to the Arrangement will not be legended and may be resold through registered dealers in each of the provinces and territories of Canada provided that: (i) the trade is not a “control distribution” as defined in NI 45-102, (ii) no unusual effort is made to prepare the market or to create a demand for Equinox Shares, (iii) no extraordinary commission or consideration is paid to a person or company in respect of such sale, and (iv) if the selling shareholder is an insider or officer of Equinox, the selling shareholder has no reasonable grounds to believe that Equinox is in default of applicable Canadian Securities Laws.

MI 61-101

As a reporting issuer in all of the provinces and territories of Canada and listed on the TSX, the Company is subject to the requirements of MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among shareholders, generally by requiring enhanced disclosure, approval by a majority of shareholders, excluding “interested parties” or “related parties” (as such terms are defined in MI 61-101) and, in certain instances, independent valuations and approval and oversight of certain transactions by a special committee of independent directors. The protections of MI 61-101 generally apply to “business combinations” (as defined in MI 61-101) that terminate the interests of security holders without their consent.

As previously described in this Circular, all of the issued and outstanding Company Shares will be exchanged for Equinox Shares under the terms of the Plan of Arrangement. Accordingly, unless certain exceptions apply, the Arrangement would be considered a “business combination” in respect of the Company pursuant to MI 61-101 since the interest of a holder of a Company Share may be terminated without the holder’s consent. One of these exceptions includes a transaction in which no person that is a “related party” of the Company at the time the transaction is agreed to is entitled to receive, directly or indirectly, as a consequence of the transaction, a “collateral benefit” (as defined in MI 61-101). As such, unless no related party of the Company is entitled to receive a “collateral benefit” in connection with the Arrangement, the Arrangement would be considered a “business combination” and subject to minority approval requirements.

A “collateral benefit”, as defined in MI 61-101, includes any benefit that a “related party” of the Company (which includes the directors and senior officers of the Company) is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to past or future services as an employee, director or consultant of the Company. However, such a benefit will not constitute a “collateral benefit” provided that certain conditions are satisfied. In addition, a related party of an issuer is not considered to be treated differently from other security holders of the issuer in a transaction, or to receive a “collateral benefit”, solely by reason of being a security holder of another party to the transaction.

Under MI 61-101, a benefit received by a “related party” of the Company is not considered to be a “collateral benefit” if the benefit is received solely in connection with the related party’s services as an employee, director or consultant of the Company or an affiliated entity and (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the “related party” for securities relinquished under the Arrangement, (ii) the conferring of the benefit is not, by its terms, conditional on the “related party” supporting the Arrangement in any manner, (iii) full particulars of the benefit are disclosed in the disclosure document for the transaction, and (iv) either (A) at the time the Arrangement was agreed to, the “related party” and its associated entities beneficially owned or exercised control or direction over less than 1% of the outstanding Company Shares (the “De Minimis Exclusion”), or (B) (x) the “related party” discloses to an independent committee of the Company the amount of consideration that the “related party” expects it will be beneficially entitled to receive, under the terms of the Arrangement, in exchange for the Company Shares beneficially owned by the “related party”, (y) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the “related party”, is less than 5% of the value referred to in (B) (x), and (z) the independent committee’s determination is disclosed in this Circular (the “Independent Committee Exclusion”).

If a “related party” receives a “collateral benefit” in connection with the Arrangement, in addition to requiring the approval of at least two-thirds of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, the Arrangement Resolution will also require “minority approval” in accordance with MI 61-101. If “minority approval” is required, the Arrangement Resolution must also be approved by a majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised, by the “related parties” of the Company who receive a “collateral benefit” in connection with the Arrangement.

Each of Jason Simpson, Charles Jeannes, Jean Robitaille, David Stephens, Elizabeth McGregor, Tamara Brown, Ana Sofia Ríos, Rob Krcmarov, Joanna Pearson, Etienne Morin, Andrew Cormier, Silvana Costa, Sylvain Guerard, Paul Mann, Andrew Bradbury, Brendan DePoe, Paul Schmidt, Kevin Oakes and Stephen Ling is a “related party” of the Company by virtue of his or her role as a director and/or senior officer of the Company.

Refer to the information under the heading “Part II – The Arrangement – Interests of Certain Persons or Companies in the Arrangement” in this Circular for a description of the “benefits” that the directors and senior officers may be entitled to receive in connection with the Arrangement. These “benefits” include the benefit received as a result of the accelerated vesting of the Company Options, the Company RSUs, the Company DSUs, and the Company PSUs as well as the adjustment to the Company Bonus Shares, as further detailed under the heading “Part II – The Arrangement – Effect of the Arrangement – Effect on Company Convertible Securities”, the change of control payments triggered by the Arrangement under certain employment and consulting agreements, as further detailed under the heading “Part II – The Arrangement – Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions”, and the appointment of certain existing Company directors to the Combined Company Board and the engagement of certain existing Company officers as executive officers of the Combined Company, as further detailed under the heading “Part II – The Arrangement – Interests of Certain Persons or Companies in the Arrangement – Combined Company Appointments”. Such benefits would constitute “collateral benefits” if not otherwise excluded from the definition of “collateral benefit” as a result of the De Minimis Exclusion or the Independent Committee Exclusion.

The Special Committee has considered whether any of these benefits may constitute a “collateral benefit” for purposes of MI 61-101, such that the Arrangement would therefore constitute a “business combination” under MI 61-101. Based on the information detailed under the heading “Part II – The Arrangement – Interests of Certain Persons or Companies in the Arrangement – Ownership of Company Shares and Company Convertible Securities” and following disclosure by management of the Company to the Special Committee of the number of Company Shares and Company Convertible Securities held by each of the directors and senior officers, the Special Committee has determined that none of these benefits are a “collateral benefit” for the purposes of MI 61-101 as, among other things, (i) the benefits are received solely in connection with the services that each director and senior officer of the Company provides as an employee, director or consultant of the Company, (ii) none of the benefits have been conferred for the purposes, in whole or in part, of increasing the value of the consideration paid to each of the directors and senior officers of the Company for the securities relinquished under the Arrangement, (iii) the conferring of the benefits are not, by their terms, conditional on the directors and senior officers of the Company supporting the Arrangement in any manner, (iv) each of the directors and senior officers of the Company beneficially owns, or exercises control or direction over, less than 1% of the outstanding Company Shares for purposes of MI 61-101, and (v) full particulars of the benefits have been disclosed in the Circular. Furthermore, the Special Committee has determined that no related party of the Company is entitled to consideration for its Company Shares that is not identical in amount and form to the entitlement of Shareholders generally. Accordingly, any benefit received by the directors and senior officers of the Company are not considered to be a “collateral benefit” under MI 61-101 as a result of the De Minimis Exclusion. Therefore, the Arrangement is not considered to be a “business combination” in respect of the Company, and as a result, no “minority approval” is required for the Arrangement Resolution. In addition, since the Arrangement does not constitute a business combination, no formal valuation of the Company is required for the Arrangement under MI 61-101.

United States

The Consideration Shares to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any other U.S. Securities Laws, and are being issued in reliance upon the Section 3(a)(10) Exemption. The issuance of the foregoing securities shall be exempt from, or not subject to, registration or qualification under U.S. state securities, or “blue sky”, laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction, that is expressly authorized by Law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. The Court has been advised that if the terms and conditions of the Arrangement are approved by the Court, the Company and Equinox intend to rely upon the Final Order of the Court approving the Arrangement as a basis for the exemption from registration under the U.S. Securities Act of the Consideration Shares to be issued pursuant to the Arrangement. Therefore, subject to the additional requirements of Section 3(a)(10) of the U.S. Securities Act, should the Court make a Final Order approving the Arrangement, the Consideration Shares issued pursuant to the Arrangement will be exempt from registration under the U.S. Securities Act. The Court granted the Interim Order on June 19, 2026, and, subject to the approval of the Arrangement by the Shareholders and satisfaction of certain other conditions, a hearing of the application for the Final Order is currently scheduled to take place at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia on July 28, 2026 at 9:45 a.m. (Vancouver time), or as soon thereafter as counsel may be heard. All persons who will receive Consideration Shares in the Arrangement are entitled to appear and be heard at this hearing, provided they satisfy the applicable conditions set forth in the Interim Order. See “Part II – The Arrangement – Court Approvals”.

The exemption pursuant to Section 3(a)(10) of the U.S. Securities Act will not be available for the issuance of any Equinox Shares that are issuable upon exercise of the Company Options or the Company Warrants, upon conversion of the Company Notes or upon vesting of the Company Bonus Shares. Therefore, the Company Options, the Company Warrants, the Company Notes and the Company Bonus Shares may not be exercised, converted or vested, as applicable, in the United States or by or for the account or benefit of a U.S. person, nor may Equinox Shares be issued upon such exercise, conversion or vesting, as applicable, unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state U.S. Securities Laws (in which case they will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act), or following registration under such laws. Equinox has no obligation or intention to file a registration statement under the U.S. Securities Act relating to the issuance of the Equinox Shares issuable upon exercise, conversion or vesting of the Company Warrants, the Company Notes or the Company Bonus Shares. Equinox has agreed under the Arrangement Agreement to, as necessary, register the Equinox Shares issuable upon exercise of the Company Options with the SEC under the U.S. Securities Act on Form S-8 or another applicable form, and use its reasonable efforts to maintain the effectiveness of such registration statement for as long as any Company Options remain outstanding. As a result of such registration under the U.S. Securities Act, Equinox Shares received upon exercise of the Company Options, after the filing of the applicable registration statement on Form S-8 or another applicable form, by holders in the United States or who are U.S. persons, as applicable, would be freely transferable by such holders that are not, and have not been for the preceding 90 days, affiliates of Equinox, as such term is defined in Rule 144.

Equinox has applied to list the Consideration Shares issuable pursuant to the Arrangement (which, for certainty, includes the Consideration Shares issuable for Company Shares issued on settlement of Company DSUs and Company RSUs pursuant to the Plan of Arrangement) and the Equinox Shares issuable upon exercise, conversion or vesting, as applicable of the Company Options, the Company Warrants, the Company Notes and the Company Bonus Shares on each of the TSX and the NYSE American. The TSX has conditionally approved the listing of the Consideration Shares issuable pursuant to the Arrangement and the Equinox Shares issuable upon the exercise, conversion or vesting, as applicable, of the Company Options, Company Notes, Company Warrants and Company Bonus Shares, subject to filing certain documents following the closing of the Arrangement. Equinox anticipates receiving all required authorizations from the NYSE American prior to the closing of the Arrangement.

The Consideration Shares issuable pursuant to the Arrangement (which, for certainty, includes the Consideration Share issuable for Company Shares issued on settlement of Company DSUs and Company RSUs pursuant to the Plan of Arrangement, but does not include Equinox Shares issuable upon exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants or the Company Bonus Shares) will be, upon completion of the Arrangement, freely tradeable under the U.S. Securities Act, except by persons who are “affiliates” (within the meaning of Rule 144) of Equinox at such time or were affiliates of Equinox within 90 days before such time. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as certain major shareholders of the issuer.

Any resale of such Consideration Shares (or Equinox Shares issuable following the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants or the Company Bonus Shares) by such an affiliate (or former affiliate) will be subject to the registration requirements of the U.S. Securities Act, absent an exemption or exclusion therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell Consideration Shares outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. If available, such affiliates (and former affiliates) may also resell such Consideration Shares pursuant to, and in accordance with, Rule 144 under the U.S. Securities Act. Equinox Shares issuable following the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants or the Company Bonus Shares by such an affiliate (or former affiliate) may be eligible to be resold outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. If available, such affiliates (and former affiliates) may also resell such Equinox Shares issuable following the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants or the Company Bonus Shares pursuant to, and in accordance with, Rule 144 under the U.S. Securities Act.

Affiliates – Rule 144

In general, under Rule 144 under the U.S. Securities Act, persons who are affiliates of Equinox after the Effective Date (or were affiliates of Equinox within 90 days prior to the Effective Date) will be entitled to sell, during any three-month period, the Consideration Shares that they receive in connection with the Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of the then-outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale, filing requirements, aggregation rules and the availability of current public information about Equinox required under Rule 144 of the U.S. Securities Act. Persons who are affiliates of Equinox after the Effective Date (or were affiliates of Equinox within 90 days prior thereto) will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be affiliates of Equinox and for 90 days thereafter. If available, such affiliates (and former affiliates) may also resell Equinox Shares issuable following the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants or the Company Bonus Shares pursuant to, and in accordance with, Rule 144 under the U.S. Securities Act subject to the foregoing limitations.

Affiliates – Regulation S

In general, under Regulation S under the U.S. Securities Act, persons who are affiliates of Equinox following the Effective Date (or were affiliates of Equinox within 90 days prior to the Effective Date) solely by virtue of their status as an officer or director of Equinox may sell their Consideration Shares outside the United States in an “offshore transaction” (within the meaning of Rule 902(h) of Regulation S) if neither the seller, an affiliate of the seller nor any person acting on any of their behalf engages in “directed selling efforts” in the United States and provided that no selling commission, fee or other remuneration is paid in connection with such sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. For purposes of Regulation S, “directed selling efforts” means “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered”. Also, under Regulation S, subject to certain exceptions contained in Regulation S, an “offshore transaction” is a transaction in which the offer of the applicable securities is not made to a person in the United States, and either (a) at the time the buy order is originated, the buyer is outside the United States or the seller reasonably believes that the buyer is outside of the United States, or (b) the transaction, which has not been pre-arranged with a buyer in the United States, is executed in, on or through the facilities of a designated offshore securities market (which would include a sale on the TSX). Certain additional restrictions, set forth in Rule 903 of Regulation S, are applicable to sales outside the United States and to “U.S. persons” (as such term is defined in Regulation S) by a holder of Consideration Shares who is an affiliate of Equinox upon completion of the Arrangement (or was an affiliate of Equinox within 90 days prior to such time) other than solely by virtue of their status as an officer or director of Equinox. Equinox Shares issuable following the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants or the Company Bonus Shares by such an affiliate (or former affiliate) may be eligible to be resold outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act, subject to the foregoing limitations.

Exercise, Conversion or Vesting of Company Options, Company Warrants, Company Notes and Company Bonus Shares

The Section 3(a)(10) Exemption does not exempt the issuance of securities upon the exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants or the Company Bonus Shares. As a result, the Company Options, the Company Notes, the Company Warrants and the Company Bonus Shares may not be exercised, converted or vested, as applicable, in the United States or by or for the account or benefit of a U.S. person, nor may Equinox Shares be issued upon such exercise, conversion or vesting, as applicable, unless pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to a registration under such laws. Prior to the issuance of any Equinox Shares pursuant to any such exercise, conversion or vesting, as applicable, of the Company Options, the Company Notes, the Company Warrants and the Company Bonus Shares after the Effective Time, if any, Equinox may require evidence reasonably satisfactory to Equinox to the effect that the issuance of such Equinox Shares does not require registration under the U.S. Securities Act or applicable state securities laws.

Equinox Shares received upon exercise, conversion or vesting, as applicable of the Company Options, the Company Notes, the Company Warrants and the Company Bonus Shares after the Effective Time, if any, by holders in the United States will, subject to certain exceptions, be “restricted securities”, as such term is defined in Rule 144(a)(3) under the U.S. Securities Act, and may not be resold unless such securities are registered under the U.S. Securities Act and all applicable state securities laws or unless an exemption from such registration requirements is available. Subject to certain limitations as noted above, any Equinox Shares issuable upon the exercise, conversion or vesting, as applicable of Company Options, the Company Notes, the Company Warrants and the Company Bonus Shares may be eligible to be resold outside the United States without registration under the U.S. Securities Act pursuant to Regulation S in an “offshore transaction” (within the meaning of Rule 902(h) of Regulation S).

The foregoing discussion is only a general overview of certain requirements of United States federal securities laws applicable to the resale of Consideration Shares received upon completion of the Arrangement or the exercise, conversion or vesting, as applicable, of the Company Options, the Company Warrants, the Company Notes and the Company Bonus Shares or the resale of Equinox Shares to be received upon such exercise, conversion or vesting, as applicable. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

Right to Dissent

The following is only a summary of the Dissent Rights and the provisions of the CBCA relating to a Dissenting Shareholder’s dissent and appraisal rights in respect of the Arrangement Resolution (as modified by the Plan of Arrangement and the Interim Order). Such summary is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Company Shares and is qualified in its entirety by reference to the full text of Section 190 of the CBCA (which is attached as Appendix M to this Circular) as modified by the Plan of Arrangement (which is attached as Appendix D to this Circular) and the Interim Order (which is attached as Appendix B to this Circular).

The statutory provisions dealing with the right to dissent (as modified by the Plan of Arrangement and the Interim Order) are technical and complex. Any Dissenting Shareholders should seek independent legal advice, as failure to strictly comply with the procedures set forth in Section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court, may result in the loss of the Shareholder’s Dissent Rights. Accordingly, each Shareholder who wishes to exercise Dissent Rights should carefully consider and comply with the provision of Section 190 of the CBCA (as modified by the Plan of Arrangement and the Interim Order) and consult a legal advisor.

Section 190 of the CBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions that effect extraordinary corporate transactions or fundamental corporate changes. The Interim Order expressly provides Registered Shareholders as at the Record Date with Dissent Rights in respect of the Arrangement Resolution, pursuant to Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order. Any Registered Shareholder who dissents from the Arrangement Resolution in compliance with Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, will be entitled, in the event the Arrangement becomes effective, to be paid by the Company the fair value of the Company Shares held by such Dissenting Shareholder determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution is adopted. Shareholders are cautioned that fair value could be determined to be less than the value of the consideration payable pursuant to the terms of the Arrangement and that the proceeds of disposition received by a Dissenting Shareholder may be treated in a different, and potentially more adverse, manner under Canadian and United States federal income tax Laws than had such Shareholder exchanged his or her Company Shares for the Consideration pursuant to the Arrangement and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Arrangement, is not an opinion as to, and does not otherwise address, “fair value” under Section 190 of the CBCA. If a Shareholder dissents, there can be no assurance that the amount such Shareholder receives as fair value for its Company Shares will be more than or equal to the Consideration under the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for such Dissenting Shareholder’s Dissent Shares.

Persons who have their Company Shares registered in the name of an Intermediary, or in some other name, who wish to exercise Dissent Rights should be aware that only the registered owner of such Company Shares is entitled to dissent. In many cases, Company Shares beneficially owned by a Non-Registered Shareholder are registered either: (a) in the name of an Intermediary that the Non-Registered Shareholder deals with in respect of the Company Shares; or (b) in the name of a depositary (such as CDS) of which the Intermediary is a participant. Accordingly, a Non-Registered Shareholder will not be entitled to exercise its Dissent Rights directly (unless the Company Shares are re-registered in the Non-Registered Shareholder’s name). A Non-Registered Shareholder that wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non-Registered Shareholder deals in respect of its Company Shares and either (i) instruct the Intermediary to exercise the Dissent Rights on the Non-Registered Shareholder’s behalf (which, if the Company Shares are registered in the name of CDS or other clearing agency, may require that such Company Shares first be re-registered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Company Shares in the name of the Non-Registered Shareholder, in which case the Non-Registered Shareholder would be able to exercise the Dissent Rights directly. In addition, pursuant to Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, a Dissenting Shareholder may not exercise Dissent Rights in respect of only a portion of such Dissenting Shareholder’s Company Shares but may dissent only with respect to all Company Shares held by such Dissenting Shareholder. If a Dissenting Shareholder is exercising Dissent Rights on behalf of a Non-Registered Shareholder, the Dissenting Shareholder may dissent only with respect to all Company Shares beneficially owned by such Non-Registered Shareholder and registered in the Dissenting Shareholder’s name.

Registered Shareholders as at the close of business on the Record Date who wish to dissent must send a written notice of objection to the Arrangement Resolution to the Company c/o Cassels Brock & Blackwell LLP, Suite 3100, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8, Attention: Jessica Lewis, to be received by no later than 5:00 p.m. (Vancouver time) on July 20, 2026 (or by 5:00 p.m. (Vancouver time) on the date that is two Business Days before the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the Dissent Procedures described in this Circular. These Dissent Procedures are different than the statutory dissent procedures of the CBCA which would permit a notice of objection to be provided at or prior to the Meeting. Failure to strictly comply with the Dissent Procedures will result in loss of the Dissent Right. A Shareholder wishes to exercise Dissent Rights should seek independent legal advice.

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting. However, the CBCA provides, in effect, that a Registered Shareholder who has submitted a Dissent Notice and who votes in favour of the Arrangement Resolution will no longer be considered a Dissenting Shareholder with respect to the Company Shares voted in favour of the Arrangement Resolution. The CBCA does not provide, and Orla will not assume, that a proxy submitted instructing the proxyholder to vote against the Arrangement Resolution, or an abstention from voting, constitutes a Dissent Notice, but a Registered Shareholder is not required to vote its Company Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote in favour of the Arrangement Resolution does not constitute a Dissent Notice. However, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such Company Shares in favour of the Arrangement Resolution and thereby causing the Registered Shareholder to forfeit its Dissent Rights.

Within 10 days after the adoption of the Arrangement Resolution by the Shareholders, the Company is required to notify in writing each Dissenting Shareholder that the Arrangement Resolution has been adopted. A Dissenting Shareholder must, within 20 days after receipt of such notice, or, if the Dissenting Shareholder does not receive such notice, within 20 days after learning of the adoption of the Arrangement Resolution, send to the Company a written notice (the “Demand for Payment”) containing the Dissenting Shareholder’s name and address, the number of Company Shares in respect of which the Dissenting Shareholder dissents, and a demand for payment of the fair value of such shares. Within 30 days after sending the Demand for Payment, the Dissenting Shareholder must send the certificates representing the Company Shares in respect of which the Dissenting Shareholder dissents to the Company or its transfer agent. The Company or the transfer agent will endorse on the share certificates a notice that the holder thereof is a Dissenting Shareholder under Section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court, and will forthwith return the share certificates to the Dissenting Shareholder. If a Dissenting Shareholder fails to send such Dissenting Shareholder’s share certificates, he, she or it has no right to make a claim under Section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court.

Under Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, after sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissent Shares other than the right to be paid the fair value of the Dissent Shares by the Company, as determined pursuant to the Interim Order, unless: (i) the Dissenting Shareholder withdraws its Dissent Notice before the Company makes an Offer to Pay; (ii) the Company fails to make an Offer to Pay in accordance with subsection 190(12) of the CBCA and the Dissenting Shareholder withdraws the Demand for Payment; or (iii) the Board revokes the Arrangement Resolution. In (i) and (ii), the Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time.

Not later than seven days after the later of the Effective Date and the day the Company receives the Demand for Payment, the Company will send, to each Dissenting Shareholder who has sent a Demand for Payment, a written offer to pay for the Company Shares (“Offer to Pay”) of the Dissenting Shareholder in respect of which he, she or it has dissented in an amount considered by the directors of the Company to be the fair value thereof, accompanied by a statement showing how the fair value was determined (provided however that such payment shall not be made and the Shareholder shall be so informed if the Company has reasonable grounds for believing it is or would after the payment be unable to pay its liabilities as they become due or the realizable value of its assets would thereby be less than the aggregate of its liabilities).

Every Offer to Pay made to Dissenting Shareholders for shares of the same class shall be on the same terms. The amount specified in an Offer to Pay that has been accepted by a Dissenting Shareholder shall be paid within 10 days of the acceptance, but an Offer to Pay lapses if the Company has not received an acceptance thereof within 30 days after the Offer to Pay has been made.

If an Offer to Pay is not made by the Company or if a Dissenting Shareholder fails to accept an Offer to Pay, the Company may, within 50 days after the Effective Date or within such further period as a court may allow, apply to the court to fix a fair value for the Company Shares of any Dissenting Shareholder. If the Company fails to so apply to the court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as the court may allow. A Dissenting Shareholder is not required to give security for costs in any application to the court.

On making an application to the court, the Company will give to each Dissenting Shareholder who has sent to the Company a Demand for Payment and who has not accepted an Offer to Pay, notice of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel. All Dissenting Shareholders whose Company Shares have not been purchased by the Company will be joined as parties to any such application to the court to fix a fair value and will be bound by the decision rendered by the court in the proceedings commenced by such application. The court is authorized to determine whether any other person is a Dissenting Shareholder who should be joined as a party to such application.

The court will fix a fair value for the Company Shares of all Dissenting Shareholders and may in its discretion allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment of the amount ordered by the court. The final order of the court in the proceedings commenced by an application by the Company or a Dissenting Shareholder will be rendered against the Company and in favour of each Dissenting Shareholder and for the amount of the shares as fixed by the court.

Shareholders that are considering exercising Dissent Rights should consult their own legal and financial advisors.

Dissenting Shareholders who duly and validly exercise Dissent Rights and who:

In no case will Equinox, the Company, Amalco or any other person be required to recognize any Dissenting Shareholder as a holder of Company Shares after the completion of the steps specified in the Plan of Arrangement, and each Dissenting Shareholder will cease to be entitled to the rights of a Shareholder in respect of the Company Shares to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Shares as and from the Effective Time.

In no circumstances will Equinox, the Company, Amalco or any other person be required to recognize a person as a Dissenting Shareholder: (a) unless such person is the holder of Company Shares in respect of which Dissent Rights are purported to be exercised immediately prior to the Effective Time; (b) if such person has voted or instructed a proxy holder to vote such Company Shares in favour of the Arrangement Resolution; or (c) unless such person has strictly complied with the procedures for exercising Dissent Rights set out in Section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court, and does not withdraw such Dissent Notice prior to the Effective Time. Holders of Company Convertible Securities will not be entitled to exercise Dissent Rights in respect of Company Convertible Securities.

The Arrangement Agreement provides that it is a condition to the obligations of Equinox that holders of Company Shares shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than holders of Company Shares representing not more than 5% of the Company Shares then outstanding). See “Part III – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective” below.

PART III — THE ARRANGEMENT AGREEMENT

The Arrangement Agreement

The following summarizes the material provisions of the Arrangement Agreement. This summary may not contain all of the information about the Arrangement Agreement that is important to Shareholders. The rights and obligations of the Parties are governed by the express terms and conditions of the Arrangement Agreement and not by this summary or any other information contained in this Circular. Shareholders are urged to read the Arrangement Agreement carefully and in its entirety, as well as this Circular, before making any decision regarding the Arrangement. This summary is subject to, and qualified in its entirety by reference to the Arrangement Agreement, which has been filed by the Company on its issuer profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and by the Plan of Arrangement, which is attached to this Circular as Appendix D.

In reviewing the Arrangement Agreement and this summary, please remember that this summary has been included to provide Shareholders with information regarding the terms of the Arrangement Agreement and is not intended to provide any other factual information about the Company, Equinox or any of their respective subsidiaries or affiliates. The Arrangement Agreement contains representations and warranties that the Company and Equinox have made to each other as of specific dates and have been made solely for the benefit of the other Party to the Arrangement Agreement. The assertions embodied in the representations and warranties in the Arrangement Agreement were made solely for purposes of the Arrangement Agreement and the Arrangement and agreements contemplated thereby among the Company and Equinox and:

Moreover, information concerning the subject matter of the representations and warranties in the Arrangement Agreement and described below may have changed since the date of the Arrangement Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this Circular. In addition, if specific material facts arise that contradict the representations and warranties in the Arrangement Agreement, the Company or Equinox, as applicable, will disclose those material facts in the public filings that it makes with the Canadian Securities Regulators or the SEC, as applicable, in accordance with, and to the extent required by, applicable Law. Accordingly, the representations and warranties and other provisions of the Arrangement Agreement and their description in this Circular should not be read alone, but instead should be read together with the information provided elsewhere in this Circular and in the documents incorporated by reference into this Circular.

Effective Date and Conditions of Arrangement

If the Equinox Shareholder Approval and the Company Shareholder Approval are obtained, the Final Order of the Court is obtained approving the Arrangement, the Key Regulatory Approvals are obtained and are in full force and effect, and all other conditions to the completion of the Arrangement set forth in the Arrangement Agreement are satisfied or waived, the Arrangement will become effective at 12:01 a.m. (Vancouver time) on the Effective Date. It is currently expected that the Effective Date will occur during the third quarter of 2026.

Representations and Warranties