Exhibit 99.1

 

2026 SPECIAL MEETING OF SHAREHOLDERS MANAGEMENT INFORMATION CIRCULAR

2026 Special Meeting of Shareholders

 

Letter from the Chair

 

		Dear Fellow Shareholders,   Please find attached the information circular regarding the proposed business combination of Equinox Gold and Orla Mining.   This transaction is a transformative milestone for Equinox Gold — and for me personally. Just over eight years ago, we began Equinox Gold with a bold vision: to build a new gold company of scale. We believed scale mattered because it creates resilience, diversification, stronger liquidity, improved access to capital, and greater leverage to the gold price. Most importantly, scale creates the opportunity to deliver lasting value for shareholders.

Since 2018, we have worked relentlessly to achieve that vision. Equinox Gold has combined with three companies, built five new mines, optimized our portfolio through strategic asset sales, and successfully spun out three new companies, each of which now has a market capitalization exceeding $1 billion.

Equinox Gold’s proposed business combination with Orla Mining represents another significant step forward in that strategy. By combining our operating expertise, financial strength, and highly complementary North American portfolio, we believe we are creating a gold mining company with the scale, growth profile, and asset quality to drive long-term shareholder value.

The combined company is expected to produce approximately 1.1 million ounces of gold in 2026 from a portfolio of high-quality, long-life assets concentrated entirely in North America. Our three Canadian mines alone are expected to produce nearly 700,000 ounces in 2026 with near-term growth to 780,000 ounces, positioning Equinox Gold as the second largest producer of Canadian gold.

The combination also accelerates our growth objectives, creating one of the strongest organic growth pipelines in the sector. We see a clear, fully funded pathway to approximately 1.9 million ounces of annual gold production through nicely sequenced growth initiatives in Canada, the U.S. and Mexico.

I have been bullish on gold since we launched Equinox Gold, and I remain just as bullish today. In an increasingly uncertain macroeconomic environment, particularly for the U.S. dollar, gold continues to demonstrate its enduring importance as a store of value and global monetary asset. By growing our production profile and expanding our mineral reserves and resources, Equinox Gold is increasingly positioned to create enormous value for shareholders in a rising gold price environment.

Great companies are built on strong foundations and exceptional teams. The combination of Equinox Gold and Orla Mining strengthens our foundation in Canada, expands our portfolio of operating mines across North America, and brings together two highly capable organizations with a shared commitment to operational excellence and responsible mining. With enhanced scale, improved asset quality, and increased financial strength, I believe Equinox Gold is exceptionally well positioned for the future.

On a personal note, this transaction is also bittersweet. Upon its completion, I have agreed to step down as Chair in favour of Charles (Chuck) Jeannes. I have known Chuck for many years and have long admired his leadership and accomplishments in the mining industry, including his tenure as CEO of Goldcorp. While stepping aside is not without emotion, I firmly believe this is the right time, and I am delighted that Chuck has agreed to lead the Equinox Gold Board.

“Ross Beaty”

Chair

June 19, 2026

 

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2026 Special Meeting of Shareholders

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN that the special meeting (Meeting) of the holders (Equinox Gold Shareholders) of common shares (Equinox Gold Shares) in the capital of Equinox Gold Corp. (Company or Equinox Gold) is scheduled to be held in person at 1133 Melville Street, Suite 3500, Vancouver, British Columbia, Canada on July 22, 2026 at 9:00 a.m. (Pacific Time).

At the Meeting, Equinox Gold Shareholders will be asked to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution (Share Issuance Resolution) authorizing and approving the issuance of up to 421,770,377 Equinox Gold Shares in connection with the proposed acquisition by Equinox Gold of all the outstanding common shares (Orla Shares) of Orla Mining Ltd. (Orla) by way of a proposed plan of arrangement under the Canada Business Corporations Act (Arrangement) involving Equinox Gold and Orla, pursuant to the terms and subject to the conditions of the Arrangement Agreement (as defined in the Circular) dated May 12, 2026 between Equinox Gold and Orla.

The Share Issuance Resolution is limited to the issuance of Equinox Gold Shares in connection with the Arrangement, including the issuance of (i) Equinox Gold Shares as consideration for Orla Shares (including Orla Shares issued upon settlement of certain Orla Convertible Securities to be settled for Orla Shares at the effective time of the Arrangement), and (ii) Equinox Gold Shares issuable in connection with the exercise or settlement of certain Orla Convertible Securities adjusted to be exercisable or settled for Equinox Gold Shares following the effective time of the Arrangement as contemplated by the Plan of Arrangement (as defined in the Circular). The total number of Equinox Gold Shares authorized for issuance pursuant to the Share Issuance Resolution also includes a 2% buffer to account for administrative and clerical matters. The Share Issuance Resolution does not authorize a new class of shares, superior voting rights, or a discretionary financing unrelated to the Arrangement. For further information, please see the sections entitled “Background to the Arrangement & Recommendations”, “The Arrangement” and “The Arrangement Agreement” in the Circular.

The accompanying management information circular of Equinox Gold dated June 19, 2026 (Circular) provides specific details of the business to be considered at the Meeting. The full text of the Share Issuance Resolution is set out in “Schedule “A” – Share Issuance Resolution” attached to this Circular. If the Arrangement is not completed, the Equinox Gold Shares referred to in the Share Issuance Resolution will not be issued, even if the Share Issuance Resolution is approved at the Meeting.

 

The record date for determination of Equinox Gold Shareholders entitled to receive notice of and to vote at the Meeting was the close of business on June 15, 2026 (Record Date). Holders of Equinox Gold Shares as at the Record Date who either attend the Meeting in person or who have completed and delivered a proxy or voting instruction form (VIF) in the manner and subject to the provisions described in the section entitled “Meeting and Voting Information” in the Circular shall be entitled to vote, or to have their Equinox Gold Shares voted, on all matters to come before the Meeting.

 

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2026 Special Meeting of Shareholders

 

Voting of Proxies

The Meeting will be held in person. Registered Equinox Gold Shareholders (as defined in the Circular) and duly appointed proxyholders can attend the Meeting in person, where they can participate, vote, and ask questions.

Equinox Gold Shareholders, duly appointed proxyholders and guests are invited to watch the Meeting via live webcast at https://event.choruscall.com/mediaframe/webcast.html?webcastid=lNaDtjga, which is being provided for the purpose of viewing only. There will be no ability to vote via the webcast.

Equinox Gold Shareholders are strongly encouraged to submit their votes in advance of the Meeting by proxy or VIF, as applicable.

Registered Shareholders

Registered Equinox Gold Shareholders will receive a proxy form enabling them to vote at the Meeting. Such proxy will not be valid unless a completed, dated and signed form of proxy is received by Computershare Investor Services Inc., Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario, Canada M5H 4A6 not later than 9:00 a.m. (Pacific Time) on July 20, 2026 or not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting as it may be adjourned or postponed from time to time. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his sole discretion, without notice.

Beneficial Shareholders

Beneficial Equinox Gold Shareholders (as defined in the Circular) who hold their Equinox Gold Shares registered in the name of intermediaries, such as brokers, investment firms, clearing houses and similar entities (Intermediaries) may receive certain other materials from their Intermediary, such as a VIF, to vote their shares. If you are a beneficial Equinox Gold Shareholder and receive these materials through your broker or other Intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other Intermediary.

Questions

Equinox Gold has retained Laurel Hill Advisory Group (Laurel Hill) as its proxy solicitation agent and shareholder communications advisor to assist with shareholder communications and proxy solicitation in connection with the Meeting. If you have any questions before the Meeting about Equinox Gold, the Meeting Materials (as defined in the Circular) or the voting process, please contact Laurel Hill by calling 1-877-452-7184 (North America toll-free) or 1-416-304-0211 (international), by texting “INFO” to either 1-877-452-7184 or 1-416-304-0211, or by email at assistance@laurelhill.com.

Voting your Equinox Gold Shares

You can vote your Equinox Gold Shares using any one of the methods outlined below.

 

		Internet   If you are using a smartphone, scan the QR code on your proxy form and follow the instructions on the screen. If you vote using the internet, go to www.investorvote.com and follow the instructions on screen. Your 15-digit control number is in the bottom left corner of the first page of your proxy form.

 

 

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2026 Special Meeting of Shareholders

 

 

		Telephone   Call 1-866-732-8683 (in North America) or 1-312-588-4290 (outside North America) from a touch-tone telephone and follow the instructions. You will need your 15-digit control number, which is in the bottom left corner of the first page of your proxy form. If you vote by telephone, you cannot appoint anyone other than the Management Proxyholders (as defined in the Circular) as your proxyholder.
		Mail or courier   Complete your proxy form, sign, and date it, and send it to Computershare in the envelope provided. If you did not receive a return envelope, please send the completed form to:   Computershare Investor Services Inc. Attention: Proxy Department 320 Bay Street, 14th Floor, Toronto, Ontario, Canada M5H 4A6
		Appointing another person to attend the Meeting and vote your shares on your behalf   You can appoint a person other than the Management Proxyholders to attend the Meeting and vote on your behalf. If you want to appoint someone else as your proxyholder, strike out the names of the Management Proxyholders in your proxy form or VIF (as applicable) and print the name of the person that you want to appoint as your proxyholder in the space provided. This person does not need to be an Equinox Gold shareholder. Complete your voting instructions, sign, and date the proxy form, and return your proxy form to Computershare using one of the methods noted above.

By order of the Board of Directors

“Jacqlin Anthony”

General Counsel and Corporate Secretary

June 19, 2026

 

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MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

 

		Page
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS			i
Voting of Proxies			ii
QUESTIONS & ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING			1
About the Arrangement			1
About the Meeting			6
GENERAL MATTERS			1
Glossary of Terms			1
Information Contained in this Circular			17
Forward-Looking Information			18
Non-IFRS Financial Measures			21
Note to U.S. Shareholders			22
Exchange Rate Data			22
MEETING AND VOTING INFORMATION			23
The Meeting			23
Solicitation of Proxies			23
Registered Holders			23
Changing your Vote			25
Beneficial Holders			25
Notice to U.S. Beneficial Holders			25
Additional Details			26
SUMMARY			28
The Meeting			28
Parties to the Arrangement			28
Background to the Arrangement & Recommendations			29
Financial Advisors			30
The Arrangement			30
The Arrangement Agreement			34
Voting Support Agreements			35
Risk Factors			36
BACKGROUND TO THE ARRANGEMENT & RECOMMENDATIONS			37
Background to the Arrangement			37
Reasons for the Arrangement			41
Exchange Ratio Consideration			45
BMO Fairness Opinion			45

 

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CIBC Fairness Opinion			46
Recommendation of the Board			47
THE ARRANGEMENT			47
Procedural Steps			47
Effects of the Arrangement			48
Equinox Gold Shares			51
Plan of Arrangement			52
Required Approvals			53
Directors			57
Employment Matters			57
Timing			57
Interest of Directors and Executive Officers in the Arrangement			58
Securities Laws Matters			58
THE ARRANGEMENT AGREEMENT			59
General			59
Effective Date and Conditions of Arrangement			60
Representations and Warranties			60
Covenants			61
Conditions to the Arrangement Becoming Effective			71
Insurance and Indemnification			74
Non-Solicitation and Right to Match			74
Expenses and Termination Fees			78
Amendments			82
VOTING SUPPORT AGREEMENTS			82
Equinox Gold Voting Support Agreements			82
Orla Voting Support Agreements			83
RISK FACTORS			84
Risk Factors Relating to the Arrangement			84
Risk Factors Relating to Post-Arrangement Equinox Gold			86
INFORMATION CONCERNING EQUINOX GOLD			89
INFORMATION CONCERNING ORLA			90
INFORMATION CONCERNING POST-ARRANGEMENT EQUINOX GOLD			90
OTHER INFORMATION			90
Shares and Principal Shareholders			90
Management Contracts			90
Interest of Certain Persons in Matters to be Acted Upon			90
Indebtedness of Directors and Executive Officers			90
Legal Matters			91
Interests of Experts			91

 

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Interest of Informed Persons in Material Transactions			93
Additional Information			93

 

Schedule “A”		–		Share Issuance Resolution			A-1
Schedule “B”		–		Plan of Arrangement			B-1
Schedule “C”		–		BMO Fairness Opinion			C-1
Schedule “D”		–		Consent of BMO Capital Markets			D-1
Schedule “E”		–		CIBC Fairness Opinion			E-1
Schedule “F”		–		Consent of CIBC World Markets Inc.			F-1
Schedule “G”		–		Information Concerning Equinox Gold			G-1
Schedule “H”		–		Information Concerning Orla			H-1
Schedule “I”		–		Information Concerning Post-Arrangement Equinox Gold			I-1
Schedule “J”				Unaudited Pro Forma Financial Information			J-1

 

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QUESTIONS & ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING

All capitalized terms used herein but not otherwise defined have the meanings set forth under “Management Information Circular – Glossary of Terms” in this Circular.

 

About the Arrangement

 

Q:	Why is the Meeting being held?

The Meeting is being held to consider, and if deemed advisable, to approve the Share Issuance Resolution outlined in the Arrangement Agreement, pursuant to which Equinox Gold has agreed to acquire all of the issued and outstanding Orla Shares by way of the Arrangement in exchange for the issuance of 1.00 Equinox Gold Share (the Exchange Ratio) and $0.0001 in cash for each issued and outstanding Orla Share. Pursuant to the policies of the Toronto Stock Exchange (TSX), the issuance of Equinox Gold Shares in connection with the Arrangement must be approved by Equinox Gold Shareholders.

The Share Issuance Resolution is limited to the issuance of Equinox Gold Shares in connection with the Arrangement, including the issuance of (i) Equinox Gold Shares as consideration for Orla Shares (including Orla Shares issued upon settlement of certain Orla Convertible Securities to be settled for Orla Shares at the effective time of the Arrangement), and (ii) any Equinox Gold Shares issuable in connection with the exercise or settlement of certain Orla Convertible Securities adjusted to be exercisable or settled for Equinox Gold Shares following the effective time of the Arrangement as contemplated by the Plan of Arrangement. The Share Issuance Resolution does not authorize a new class of shares, superior voting rights, or a discretionary financing unrelated to the Arrangement.

The Arrangement cannot proceed unless several conditions are satisfied, including the approval of the Share Issuance Resolution by Equinox Gold Shareholders. See “The Arrangement” and “The Arrangement Agreement”.

 

Q:	Who is Orla Mining?

Orla is a Canadian mining company listed on the TSX under the symbol “OLA” and on the NYSE American Stock Exchange (NYSE American) under the symbol “ORLA”. Orla has three material gold projects:

 

•

the Musselwhite Mine located in Ontario, Canada;

 

•

the Camino Rojo Mine located in Zacatecas, Mexico, which consists of the Camino Rojo oxide gold mine and the Camino Rojo sulfide development project; and

 

•

the South Railroad Project located in Nevada, U.S., which consists of the Dark Star and Pinion deposits within the prospective land package called the “South Carlin Complex” along the Carlin trend.

 

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2026 Special Meeting of Shareholders

 

Q:	Why is Equinox Gold proposing to combine with Orla?

Management of Equinox Gold and the board of directors of Equinox Gold (the Equinox Gold Board) believe that combining with Orla will accelerate achievement of the Company’s growth and revaluation objectives, delivering greater value to Equinox Gold Shareholders than could be achieved on a standalone basis. The combination of Equinox Gold and Orla will create:

 

•

North America’s new senior gold producer: 1.1 million ounces of gold production1 from a highly complementary portfolio of six North American mines, underpinned by a significant gold endowment of approximately 23 million ounces of Proven & Probable Mineral Reserves and an additional approximately 25 million ounces of Measured & Indicated Resources 2;

 

•

Peer-leading growth profile to more than 1.9 million ounces annually: Clear path to more than 800,000 ounces 3 of near-term organic gold production growth from North American assets, both enhancing and accelerating Equinox Gold’s growth potential;

 

•

Second largest producer of Canadian gold: 100% ownership of three cornerstone Canadian mines that are expected to collectively produce 685,000 ounces4 of gold in 2026, with significant potential for production growth and mine life extension from expansion and exploration upside, resulting in significant production from a market-preferred, low-risk jurisdiction;

 

•

Enhanced scale and diversification while maintaining jurisdictional simplicity: Highly complementary asset portfolios in Canada, the U.S. and Mexico, allowing the shareholders of each company to participate in accelerated production growth milestones while maintaining a tier-one North American jurisdictional profile;

 

•

Substantial free cash flow generation and robust financial position: Substantial combined free cash flow5 profile, based on analyst consensus estimates, and substantial total available liquidity6 to drive growth and continued shareholder returns, while maintaining financial flexibility;

 

•

Industry-leading team of mine builders and operators: Key additions to both the Equinox Gold Board and management team create a leadership team with proven track records of delivering enhanced shareholder value across key metrics such as production, mineral reserves, cash flow and net asset value, and a shared commitment to operational excellence, disciplined capital allocation and responsible mining;

 

•

Diversified portfolio provides scale and optionality: Six producing mines and four growth projects across four North American countries provide immediate operating strength, project sequencing flexibility, known near-mine exploration upside and longer-term optionality;

 

•

Improved capital markets profile: Increased scale and liquidity for investors;

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

2	See Note to U.S. Shareholders and Forward-Looking Information.

3

Anticipated production growth is expected from the execution of Valentine Phase 2 expansion (Canada) and the development of Castle Mountain Mine (U.S.), South Railroad Complex (U.S.), Los Filos expansion project (Mexico) and Camino Rojo underground project (Mexico) and operating in line with expectations outlined in current technical reports, which technical reports are available under the respective SEDAR+ profiles of Equinox Gold (in the case of Valentine, Castle Mountain and Los Filos) and Orla (in the case of South Railroad and Camino Rojo).

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

5	Free cash flow is a non-IFRS measure, which are measures with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. See Non-IFRS Financial Measures.

6	Liquidity is a non-IFRS measure, which are measures with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. See Non-IFRS Financial Measures.

 

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2026 Special Meeting of Shareholders

 

•

Significant re-rate potential: Combined company delivers advantages neither company could achieve on a standalone basis, including greater scale, lower risk, peer-leading production growth underpinned by a sizeable Mineral Reserve endowment, and stronger free cash flow7, providing significant re-rating potential; and

 

•

Operating efficiencies: Complementary operating platforms focused in Canada and the U.S.

The Equinox Gold Board believes the Arrangement provides Equinox Gold Shareholders with continued participation in a larger, more liquid North American gold producer with a broader asset base, enhanced free cash flow profile, and improved capital allocation flexibility. In assessing the Arrangement, the Equinox Gold Board weighed the issuance of new Equinox Gold Shares against the expected contribution from Orla’s producing and development assets, the financial capacity of the combined company, and the enhanced potential of the combined organic growth pipeline.

In evaluating the Arrangement, Equinox Gold’s Board considered alternatives reasonably available to the Company, including continuing as a standalone company and pursuing organic growth and development opportunities. After considering the expected benefits, risks, timing, execution requirements and relative certainty of these alternatives, the Equinox Gold Board concluded that the Arrangement was in the best interests of Equinox Gold.

See “Background to the Arrangement & Recommendations – Reasons for the Arrangement”.

 

Q:	How was the Exchange Ratio calculated?

On May 12, 2026, after the close of trading on the TSX, Mr. Beaty, Mr. Hall and Ms. Dimitrov met with BMO Capital Markets to review market trading information for Equinox Gold Shares relative to Orla Shares. Following that meeting, Mr. Beaty and Mr. Jeannes met to discuss the Exchange Ratio and certain terms of the Arrangement Agreement. Mr. Beaty and Mr. Jeannes concluded on the Exchange Ratio of 1.00 Equinox Gold Share and $0.0001 in cash for each Orla Share, subject to negotiation of the remaining deal terms.

The Equinox Gold Board, after reviewing market data and consulting with their management teams and respective financial advisors, determined that the Consideration, including the Exchange Ratio of 1.00 Equinox Gold Share for each Orla Share is fair, from a financial point of view, to Equinox Gold, fairly reflecting the market value of Equinox Gold relative to Orla on the TSX over recent time periods.

The Equinox Gold Board also considered that, immediately following completion of the Arrangement, current Equinox Gold Shareholders and former Orla Shareholders are expected to own approximately 67% and 33% of the outstanding Equinox Gold Shares on a fully diluted in-the-money basis, respectively, fairly reflecting each party’s relative contribution to key valuation metrics of Post-Arrangement Equinox Gold.

 

Q:	What are Equinox Gold Shareholders being asked to vote on?

At the Meeting, Equinox Gold Shareholders will be asked to authorize and approve the issuance of up to 421,770,377 Equinox Gold Shares (the Consideration Shares) in connection with the Arrangement. The Equinox Gold Shares authorized for issuance: (i) will be issued to Orla Shareholders (other than Orla Shareholders validly exercising Dissent Rights) in exchange for their Orla Shares (including Orla Shares issued upon settlement of certain Orla Convertible Securities to be settled for Orla Shares at the Effective Time); (ii) are expected to be issued on the exercise, conversion or settlement of Orla Convertible Securities, as applicable, following the Effective Date; and (iii) may be issued for any other matters contemplated by the Arrangement. The total number of Equinox Gold Shares authorized for issuance pursuant to the Share Issuance Resolution also includes a 2% buffer to account for clerical and administrative matters. The full text of the Share

7	Free cash flow is a non-IFRS measure, which are measures with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. See Non-IFRS Financial Measures.

 

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Issuance Resolution is attached as “Schedule “A” – Share Issuance Resolution” to this Circular. Also see “The Arrangement – Required Approvals – Shareholder Approvals”.

 

Q:	What threshold of Equinox Gold Shareholder approval is required to pass the Share Issuance Resolution?

Pursuant to section 604(c) of the TSX Company Manual, to be effective, the Share Issuance Resolution required pursuant to section 611(c) of the TSX Company Manual must be approved by a simple majority of the votes cast thereon by the Equinox Gold Shareholders present in person or represented by proxy at the Meeting. See “The Arrangement – Required Approvals – Shareholder Approvals”.

 

Q:	What other approvals are required for the completion of the Arrangement?

In addition to approval of the Share Issuance Resolution by Equinox Gold Shareholders, the Arrangement requires several additional approvals to become effective, including:

 

(i)

the Arrangement Resolution must be approved at the Orla Meeting by at least 66 2⁄3% of the votes cast by all Orla Shareholders present in person or represented by proxy and entitled to vote at the Orla Meeting;

 

(ii)

the Court must grant the Final Order approving the Arrangement;

 

(iii)

Canadian Competition Approval (which was obtained on June 1, 2026);

 

(iv)

Mexican CNA Approval;

 

(v)

the TSX must have conditionally approved the listing of the Consideration Shares, subject to satisfaction of standard listing conditions, and the NYSE American must have approved the listing of the Consideration Shares; and

 

(vi)

certain other closing conditions customary for transactions of this nature.

See “The Arrangement – Required Approvals”.

 

Q:	Does the Equinox Gold Board support the Arrangement?

Yes. The Equinox Gold Board, based upon due diligence completed by management of the Company supported by certain external advisors, after careful consideration and review of the input from both financial and legal advisors, unanimously: (i) determined that the Arrangement and the entry into the Arrangement Agreement are in the best interests of Equinox Gold; (ii) determined that the Consideration is fair to Equinox Gold; (iii) approved the Arrangement Agreement and the transactions contemplated thereby; and (iv) recommends that Equinox Gold Shareholders vote IN FAVOUR OF the Share Issuance Resolution.

 

In making its recommendation, the Equinox Gold Board considered a number of factors as described in this Circular under the heading “Background to the Arrangement & Recommendations – Reasons for the Arrangement”, including the fairness opinions received from each of BMO Capital Markets and CIBC World Markets, to the effect that as at the date of such opinions, and based upon and subject to the respective assumptions, limitations and qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view, to Equinox Gold. See “Background to the Arrangement & Recommendations”, “Schedule “C” – BMO Fairness Opinion” and “Schedule “E”– CIBC Fairness Opinion”.

 

Q:	How many Equinox Gold Shares are expected to be issued at the Effective Time?

Pursuant to the Arrangement, Orla Shareholders will receive, for each Orla Share held, 1.00 Equinox Gold Share and $0.0001 in cash. As at the Record Date, there were 375,312,739 Orla Shares outstanding. Accordingly, it is expected that 377,029,979

 

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Equinox Gold Shares (including the settlement of Orla RSUs and Orla DSUs) will be issuable as Consideration Shares for the Orla Shares, subject to certain assumptions, including that no additional Orla Shares, Orla RSUs or Orla DSUs are issued prior to the Effective Time and that there are no Dissenting Orla Shareholders. It is anticipated that following the Effective Time, current Equinox Gold Shareholders and former Orla Shareholders will own approximately 67% and 33% of the then outstanding Equinox Gold Shares on a fully diluted in-the-money basis, respectively. Following completion of the Arrangement, Equinox Gold will, in certain circumstances, issue additional Equinox Gold Shares upon the exercise, conversion or settlement of the Orla Convertible Securities, as applicable, subject to certain adjustments to such Orla Convertible Securities pursuant to the Arrangement and the terms of such respective instruments and security based compensation plans.

The Share Issuance Resolution does not authorize a new class of shares, superior voting rights, or a discretionary financing unrelated to the Arrangement.

See “The Arrangement – Effect of the Arrangement”.

 

Q:	Have any Equinox Gold Shareholders or Orla Shareholders agreed to vote in favour of the Arrangement?

Yes. Each of the directors and senior officers of Equinox Gold, who collectively hold 32,165,734 Equinox Gold Shares or approximately 4.1% of the issued and outstanding Equinox Gold Shares as of the Record Date, have entered into voting support agreements with Orla, whereby such Equinox Gold Shareholders have agreed to, among other things, support the Arrangement and vote their Equinox Gold Shares in favour of the Share Issuance Resolution, subject to certain exceptions.

In addition, Equinox Gold has entered into voting support agreements with the Orla Supporting Shareholders, which include each of the directors and executive officers and certain significant shareholders of Orla, pursuant to which such Orla Supporting Shareholders have agreed to, among other things, vote all their Orla Shares (including any Orla Shares issued upon the exercise, conversion or settlement of the Orla Convertible Securities, as applicable, prior to the Record Date) in favour of the Arrangement Resolution. The Orla Supporting Shareholders collectively hold 99,060,265 Orla Shares or approximately 26.4% of the issued and outstanding Orla Shares as at June 15, 2026, the Record Date for the Meeting.

The Voting Support Agreements do not alter the rights attached to any Equinox Gold Shares or Orla Shares.

See “Voting Support Agreements” for more information.

 

Q:	When will the Arrangement become effective?

It is currently expected that the Effective Date will occur in the third quarter of 2026, and in no event will completion of the Arrangement occur later than November 12, 2026, unless extended by mutual agreement of the Parties in accordance with the terms of the Arrangement Agreement. See “The Arrangement – Timing”.

 

Q:	What will happen if the Share Issuance Resolution is not approved by Equinox Gold Shareholders or the Arrangement is not completed for any reason?

If the Share Issuance Resolution is not approved or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated and, in certain circumstances, the Termination Fee and the Expense Reimbursement may be paid by Equinox Gold or Orla, as applicable. See “The Arrangement Agreement – Expenses and Termination Fees”.

 

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About the Meeting

 

Q:	Who is entitled to attend and vote at the Meeting?

Equinox Gold Shareholders of record as of the close of business on June 15, 2026, the Record Date for the Meeting, are entitled to receive notice of the Meeting or any adjournment or postponement thereof.

The Meeting will be held in person. Registered Equinox Gold Shareholders and duly appointed proxyholders can attend the Meeting in person, where they can participate, vote, and ask questions.

 

Q:	When will the Meeting be held and how can I attend?

The Meeting is scheduled to be held on July 22, 2026 commencing at 9:00 a.m. (Pacific Time), subject to any adjournment(s) or postponement(s) thereof. The Meeting will be hosted in person at 1133 Melville Street, Suite 3500, Vancouver, British Columbia, Canada. Voting during the Meeting will only be available for Registered Equinox Gold Shareholders and duly appointed proxyholders (including Beneficial Equinox Gold Shareholders who have appointed themselves as proxyholder).

Equinox Gold Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their proxy form or VIF (as applicable) and register their proxyholder with Computershare, Equinox Gold’s proxy agent. Registering the proxyholder is an additional step once an Equinox Gold Shareholder has submitted their proxy form or VIF.

Equinox Gold Shareholders, duly appointed proxyholders and guests are invited to watch the Meeting via live webcast at https://event.choruscall.com/mediaframe/webcast.html?webcastid=lNaDtjga, which is being provided for the purpose of viewing only. There will be no ability to vote via the webcast.

 

Q:	How can a Registered Equinox Gold Shareholder vote?

You are a Registered Equinox Gold Shareholder if you hold any Equinox Gold Shares in your own name, as recorded in the shareholder register of Equinox Gold maintained by Computershare.

If you are a Registered Equinox Gold Shareholder, you can vote your Equinox Gold Shares using one of the methods below:

 

•

Online: www.investorvote.com. If you vote using the internet, you will need your 15-digit control number, which appears in the bottom left corner of the first page of your proxy form. If you are using a smartphone, you can scan the QR code on your proxy form;

 

•

By Mail: Using the envelope accompanying your proxy form;

 

•

By Phone: 1-866-732-8683 (in North America) or 1-312-588-4290 (outside North America); or

 

•

In Person: By attending the Meeting in person at 1133 Melville Street, Suite 3500, Vancouver, British Columbia, Canada on July 22, 2026 at 9:00 a.m. (Pacific Time). You have the right to appoint a person or company, other than the Management Proxyholders named in the form of proxy, to represent and vote your shares at the Meeting. See “Meeting and Voting Information – Registered Holders – Voting by Proxy”.

Equinox Gold Shares represented by a properly executed proxy form will be voted or withheld from voting on any ballot in accordance with the instructions of the shareholder. If no choice is specified, the Equinox Gold Shares represented by the proxy will be voted FOR the Share Issuance Resolution.

 

Q:	How can a Beneficial Equinox Gold Shareholder vote?

Only Registered Equinox Gold Shareholders or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, Equinox Gold Shares held by an Equinox Gold Shareholder are registered either:

 

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(i)

in the name of an Intermediary that the Beneficial Equinox Gold Shareholder deals with regarding the Equinox Gold Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans (each as defined in the Tax Act) and similar plans; or

 

(ii)

in the name of a clearing agency, such as The Canadian Depository for Securities Limited, of which the Intermediary is a participant.

If you are a Beneficial Equinox Gold Shareholder, you can vote your Equinox Gold Shares:

 

•

Online: www.investorvote.com. If you vote using the internet, you will need your 15-digit control number, which appears in the bottom left corner of the first page of your VIF. If you are using a smartphone, you can scan the QR code on your VIF;

 

•

By Mail: Using the envelope accompanying your VIF;

 

•

By Phone: Using the number(s) listed on your VIF; or

 

•

In Person: By attending the Meeting in person at 1133 Melville Street, Suite 3500, Vancouver, British Columbia, Canada on July 22, 2026 at 9:00 a.m. (Pacific Time). If you are a Beneficial Equinox Gold Shareholder and you wish to vote your Equinox Gold Shares in person at the Meeting, strike out the names of the persons listed in the form of proxy and insert your name in the space provided or, in the case of a VIF, follow the directions indicated on the form.

Equinox Gold Shares represented by a properly executed VIF will be voted or withheld from voting on any ballot in accordance with the instructions of the shareholder. If no choice is specified, the Equinox Gold Shares represented by the VIF will be voted FOR the Share Issuance Resolution.

Beneficial Equinox Gold Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the VIF is to be delivered. See “Meeting and Voting Information – Beneficial Holders” for additional information.

 

Q:	Should I send in my proxy or voting instruction form now?

Yes. To ensure your vote is counted, Equinox Gold Shareholders should immediately complete and submit their proxy or VIF in accordance with the instructions provided therein.

 

Q:	When is the proxy voting deadline?

Proxies will not be valid unless the completed, dated and signed proxy form is received by Computershare Investor Services Inc., Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario, Canada M5H 4A6 not later than 9:00 a.m. (Pacific Time) on July 20, 2026 or not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting as it may be adjourned or postponed from time to time. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his sole discretion, without notice.

 

Q:	When is the voting instruction form deadline?

Beneficial Equinox Gold Shareholders should return their completed VIF in accordance with the instructions provided by their broker or other Intermediary.

 

Q:	Do I have dissent rights?

No. Equinox Gold Shareholders are not entitled to exercise dissent rights in respect of the Share Issuance Resolution.

 

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Q: What if I have other questions?

Equinox Gold has retained Laurel Hill as its proxy solicitation agent and shareholder communications advisor to assist with shareholder communications and proxy solicitation in connection with the Meeting. If you have any questions before the Meeting about Equinox Gold, the Meeting Materials or the voting process, please contact Laurel Hill by calling 1-877-452-7184 (North America toll-free) or 1-416-304-0211 (international), by texting “INFO” to either 1-877-452-7184 or 1-416-304-0211, or by email at assistance@laurelhill.com.

 

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MANAGEMENT INFORMATION CIRCULAR

GENERAL MATTERS

 

Date of Information   Unless otherwise indicated, all information contained in this Circular is accurate as of June 15, 2026.		Currency   All dollar amounts set forth in this Circular are in United States dollars, except where otherwise indicated.

Glossary of Terms

The following is a glossary of certain terms used in this Circular, including “Schedule “G” – Information Concerning Equinox Gold” and “Schedule “I” – Information Concerning Post-Arrangement Equinox Gold”. Terms and abbreviations used in the other Schedules to this Circular are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated.

“1933 Act” means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

“1934 Act” means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

“2023 Convertible Notes” means the 5-year $172.5 million principal amount of unsecured convertible notes issued by Equinox Gold on September 21, 2023;

“2025 Convertible Notes” means the 5-year $49.7 million principal amount of unsecured convertible notes issued by Calibre on March 4, 2025 and assumed by Equinox Gold;

“Acquiror Holdco” has the meaning given to such term in the section entitled “Summary – Parties to the Arrangement – Post-Arrangement Equinox Gold”;

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

“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,

 

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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 thereto in National Instrument 45-106 – Prospectus Exemptions, in force as of the date of this Circular;

“AISC” means all-in sustaining cost, which is a non-IFRS financial measure as defined and calculated in the Equinox Gold Annual MD&A;

“Amalco” has the meaning given to such term in the section entitled “Summary – Parties to the Arrangement - Post-Arrangement Equinox Gold”;

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

“Amalgamation” has the meaning given to such term in the section entitled “The Arrangement – Plan of Arrangement”;

“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 Orla and Equinox Gold, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated as of May 12, 2026 between Equinox Gold and Orla, 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 of the Orla Shareholders approving the Arrangement to be considered and, if deemed advisable, passed, with or without variation at the Orla Meeting;

“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 Orla and Equinox Gold, each acting reasonably;

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

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

“Beneficial Equinox Gold Shareholder” means Equinox Gold Shareholders who hold their Equinox Gold Shares in the name of an Intermediary and not in their own name;

“Blakes” means Blake, Cassels & Graydon LLP;

“BMO Capital Markets” means BMO Nesbitt Burns Inc.;

 

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“BMO Fairness Opinion” means the oral fairness opinion delivered by BMO Capital Markets to the Equinox Gold Board and the written fairness opinion delivered by BMO Capital Markets to Equinox Gold dated May 12, 2026, to the effect that, as of May 12, 2026, 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 Gold;

“Board Recommendation” means, in respect of Equinox Gold, the Equinox Gold Board Recommendation and, in respect of Orla, the Orla Board Recommendation;

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

“Calibre” means Calibre Mining Corp.;

“Calibre Transaction” has the meaning ascribed to such term in “Schedule “G” – Information Concerning Equinox Gold”;

“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 Orla;

“Camino Rojo Technical 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 Orla; 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, together with all other applicable Canadian provincial and territorial securities Laws, rules and regulations and published policies thereunder;

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

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

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

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

“CEO” means Chief Executive Officer;

“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;

“CFO” means Chief Financial Officer;

 

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“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 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 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 days prior to the Orla Meeting (in the case of an Acquisition Proposal in respect of Orla) or the Meeting (in the case of an Acquisition Proposal in respect of Equinox Gold), 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 Business Day period prior to being replaced with three Business Days); (v) fail to include the Party’s Board Recommendation in the Orla Circular or the Circular, respectively; (vi) make any public announcement or take any other action inconsistent with the recommendation of the Equinox Gold Board to approve the Arrangement, in the case of the Equinox Gold Board, or the Orla Board, in the case of Orla; (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 (vii) inclusive (to the extent related to the foregoing clauses (i) to (vii) inclusive));

“CIBC Fairness Opinion” means the oral fairness opinion delivered by CIBC World Markets to the Equinox Gold Board and the written fairness opinion delivered by CIBC World Markets to Equinox Gold dated May 12, 2026, to the effect that, as of May 12, 2026, 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 Gold;

“CIBC World Markets” means CIBC World Markets Inc.;

“Circular” means the Notice of Meeting and this management information circular of Equinox Gold, dated June 19, 2026 (including all schedules, appendices and exhibits hereto), and information incorporated by reference herein, to be sent to the Equinox Gold 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;

“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;

“Competition Act” means the Competition Act (Canada), R.S.C. 1985, c. C-34, and the regulations promulgated thereunder;

 

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“Competition Challenge” has the meaning given to such term in the section entitled “Required Approvals – Canadian Competition Approval”;

“Computershare” means Computershare Investor Services Inc., Equinox Gold’s transfer agent;

“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 Gold and Orla dated February 27, 2026 pursuant to which Equinox Gold has been provided with access to confidential information of Orla and Orla has been provided with access to confidential information of Equinox Gold;

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

“Consideration Shares” means the Equinox Gold Shares to be issued as partial Consideration pursuant to the Arrangement (including, for certainty, Consideration Shares issuable for Orla Shares issued on settlement of the Orla DSUs and the Orla RSUs pursuant to the Plan of Arrangement), and the Equinox Gold Shares issuable following the Effective Time on the exercise, conversion or settlement of Orla Options, Orla Notes, Orla Warrants and Orla Bonus Shares;

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

“Court” means the Supreme Court of British Columbia;

“CSA” means the Canadian Securities Administrators;

“Deloitte LLP” means Deloitte LLP, Chartered Professional Accountants;

“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;

“Dissent Rights” means the rights of dissent exercisable by a registered holder of Orla Shares as of the Record Date in respect of the Arrangement as 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;

“Dissenting Orla Shareholder” means a registered holder of Orla Shares 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 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 (ii) who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“EBITDA” means earnings before interest, taxes, depreciation, and amortization;

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

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

 

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“Effective Time” means 12:01 a.m. (Pacific 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 Gold’s 100%-owned producing El Limon mining operations located in Nicaragua;

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

“Equinox Gold AIF” means the Company’s annual information form filed on SEDAR+ and EDGAR for the year ended December 31, 2025 dated March 30, 2026;

“Equinox Gold Annual Financial Statements” means Equinox Gold’s audited consolidated financial statements as at and for the years ended December 31, 2025 and 2024, including the Reports of the Independent Registered Public Accounting Firm thereon and notes thereto;

“Equinox Gold Annual MD&A” means the Company’s management’s discussion and analysis on the financial condition and results of operation of Equinox Gold dated February 20, 2026 for the year ended December 31, 2025;

“Equinox Gold 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 Gold or any such Material Subsidiary or in respect of which Equinox Gold or any of its Material Subsidiaries has any actual or potential liability;

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

“Equinox Gold Board Recommendation” has the meaning given to such term in the section entitled “Background to the Arrangement & Recommendations – Recommendation of the Equinox Gold Board”;

“Equinox Gold Convertible Notes” means, collectively, the 2023 Convertible Notes and the 2025 Convertible Notes, as amended;

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

“Equinox Gold Financial Statements” means Equinox Gold Annual Financial Statements and Equinox Gold Interim Financial Statements;

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

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

“Equinox Gold MD&As” means the Equinox Gold Annual MD&A and Equinox Gold Interim MD&A;

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

 

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

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

“Equinox Gold Public Disclosure Record” means all documents and information required to be filed or furnished, as applicable, by Equinox Gold under applicable Canadian Securities Laws on SEDAR+ or pursuant to the 1934 Act, during the three years prior to the date of the Arrangement Agreement;

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

“Equinox Gold RSU” means a restricted share unit (RSU) issued pursuant to the Equinox Gold Restricted Share Unit Plan, as amended;

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

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

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

“Equinox Gold Supporting Shareholders” means each of the senior officers and directors of Equinox Gold that entered into Equinox Gold Voting Support Agreements;

“Equinox Gold Technical Reports” means, collectively, the technical reports for the: (i) Greenstone Mine entitled “NI 43-101 Technical Report, Greenstone Property, Ontario, Canada” dated March 30, 2026, with an effective date of December 31, 2025; and (ii) Valentine Mine 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;

“Equinox Gold Termination Fee Event” has the meaning ascribed thereto in the Arrangement Agreement, and in the section of this Circular entitled “The Arrangement Agreement”;

“Equinox Gold Voting Support Agreements” means the voting support agreements (including all amendments thereto) between Orla and the Equinox Gold Supporting Shareholders setting forth the terms and conditions upon which the Equinox Gold Supporting Shareholders agree to vote their Equinox Gold Shares in favour of the Share Issuance Resolution;

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

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

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

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

 

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“Expense Reimbursement” means $10 million payable in certain circumstances pursuant to the Arrangement Agreement by Equinox Gold or Orla, as applicable;

“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 Orla and Equinox Gold, 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 Orla and Equinox Gold, 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 Orla and Equinox Gold, each acting reasonably);

“Form 44-101F1” means Form 44-101F1 – Short Form Prospectus of the CSA;

“Forward-looking Information” has the meaning given to such term in the section entitled “General Matters – Forward-Looking Information”;

“Governmental Entity” means: (i) 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; (ii) any subdivision, agent, commission, bureau, board or authority of any of the foregoing; (iii) 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; (iv) any stock exchange, including the Exchanges; or (v) any government-run, government-owned, or government-controlled entity;

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

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

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

“Inaugural Dividend” has the meaning ascribed to such term in “Schedule “G” – Information Concerning Equinox Gold”;

“including” means including without limitation, and “include” and “includes” each have a corresponding meaning;

“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 1933 Act with respect to the issuance of the Equinox Gold 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 Orla and Equinox Gold, 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 Orla Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of Orla and Equinox Gold, each acting reasonably);

“Intermediary” means an intermediary through which a Beneficial Equinox Gold Shareholder holds their Equinox Gold Shares, including banks, trust companies, securities dealers or brokers and trustees or administrators of self-directed trusts governed by RRSPs, RRIFs, RESPs (each as defined in the Tax Act) and similar plans, and such Intermediary’s nominees;

 

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

“Key Regulatory Approvals” means the Canadian Competition Approval, the Mexican CNA Approval and the other regulatory approvals described in the Arrangement Agreement, including the approval of the TSX of the delisting of Orla 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 Gold Shares issuable in connection with the Arrangement;

“KPMG LLP” means KPMG LLP, Chartered Professional Accountants;

“La Libertad Complex” means Equinox Gold’s 100%-owned producing La Libertad mining operations located in Nicaragua;

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

“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 Orla to the registered Orla Shareholders providing for the delivery of Orla Shares to the Depositary in exchange for the Consideration;

“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” or “Los Filos” means Equinox Gold’s 100%-owned Los Filos mine complex in Guerrero State, Mexico, which is currently on care and maintenance;

“Management Proxyholders” means Darren Hall, CEO of Equinox Gold, and Peter Hardie, CFO of Equinox Gold, who have agreed to act as the Equinox Gold management proxyholders for the Meeting;

“Material Adverse Effect” means in respect of any Orla or Equinox Gold, 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

 

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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 Gold Properties or the Orla 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 Orla, includes the Material Contracts described in the Orla Disclosure Letter and, with respect to Equinox Gold, includes the Material Contracts described in the Equinox Gold Disclosure Letter;

“Material Employees” means senior management and executive officers as set out in the Equinox Gold Disclosure Letter and the Orla 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 Gold or Orla with or to the SEC, “material fact” means a fact that is “material”, where “material” has the meaning ascribed thereto under the 1934 Act;

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

“Meeting” means the special meeting of Equinox Gold Shareholders to be held at 9:00 a.m. (Pacific Time) on July 22, 2026 or any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Meeting;

“Meeting Materials” means, collectively, the Notice of Meeting and this Circular;

“Mesquite Mine” or “Mesquite” means Equinox Gold’s 100%-owned producing Mesquite gold mine in California, U.S.;

 

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

“Mexican 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;

“Mexico” means the United Mexican States;

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

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

“Musselwhite Technical Report” means the technical report on the Musselwhite Mine prepared by Ryan Wilson, P.Geo., David Frost, FAusIMM and Daniel M. Gagnon, P.Eng., all from DRA Americas Inc.; James (Jim) Theriault, P.Eng. from SLR Consulting (Canada) Ltd.; and Paul Gauthier, P.Eng., Paul Palmer, P.Eng. and William Richard (Rick) McBride, P.Eng., 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 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations of the CSA;

“NI 54-101” means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer 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” has the meaning given to such term in the section entitled “Meeting and Voting Information – Additional Details – Delivery of Meeting Materials”;

“Non-Approving Party” has the meaning given to such term in the section entitled “The Arrangement Agreement – Expenses and Termination Fees – Termination Fee”;

“non-IFRS measures” has the meaning given to such term in the section entitled “Non-IFRS Financial Measures”;

“Notice of Meeting” means the notice of the special meeting of Equinox Gold Shareholders that accompanies this Circular;

“Notifiable Transaction” has the meaning given to such term in the section entitled “Required Approvals – Canadian Competition Approval”;

“Notification” has the meaning given to such term in the section entitled “Required Approvals – Canadian Competition Approval”;

“NYSE American” means the NYSE American Stock Exchange;

 

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“OBOs” has the meaning given to such term in the section entitled “Meeting and Voting Information – Additional Details – Delivery of Meeting Materials”;

“ordinary course of business” or “ordinary course of business consistent with past practice”, 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” means Orla Mining Ltd., a corporation existing under the Laws of Canada;

“Orla AIF” means the annual information form of Orla for the year ended December 31, 2025, dated March 19, 2026;

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

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

“Orla 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, Orla or any such Material Subsidiary or in respect of which Orla or any of its Material Subsidiaries has any actual or potential liability;

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

“Orla Board Recommendation” means the unanimous determination of the Orla Board, after receiving financial and legal advice, certain fairness opinions and the unanimous recommendation of the special committee of independent members of the Orla Board, that the Arrangement is in the best interests of Orla and fair to Orla Shareholders and the unanimous recommendation of the Orla Board to Orla Shareholders that they vote for the Arrangement Resolution;

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

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

“Orla Circular” means the notice of special meeting and management information circular of Orla, dated June 19, 2026 (including all schedules, appendices and exhibits thereto), and information incorporated by reference therein, to be sent to Orla Shareholders in connection with the Orla Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the Arrangement Agreement;

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

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

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

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

 

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“Orla Financial Statements” means Orla’s Annual Financial Statements and Orla’s Interim Financial Statements;

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

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

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

“Orla Meeting” means the special meeting of Orla 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;

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

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

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

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

“Orla PSU” means a performance share unit issued pursuant to the Orla PSU Plan;

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

“Orla Public Disclosure Record” means all documents and information required to be filed or furnished, as applicable, by Orla under applicable Canadian Securities Laws on SEDAR+ or pursuant to the 1934 Act, during the three years prior to the date of the Arrangement Agreement;

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

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

“Orla Shareholder Approval” has the meaning given to such term in the section entitled “The Arrangement – Required Approvals – Shareholder Approvals – Orla Shareholder Approval”;

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

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

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

“Orla Supporting Shareholders” means each of the senior officers and directors of Orla and certain other Orla Shareholders identified in the Orla Disclosure Letter that entered into Orla Voting Support Agreements;

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

 

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“Orla Termination Fee Event” has the meaning ascribed thereto in the Arrangement Agreement, and in the section of this Circular entitled “The Arrangement Agreement – Expenses and Termination Fees – Termination Fee”;

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

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

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

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

“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 Orla or Equinox Gold, 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 Orla, the Permitted Liens described in the Orla Disclosure Letter and, with respect to Equinox Gold, the Permitted Liens described in the Equinox Gold Disclosure Letter;

“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;

“Plan of Arrangement” means the plan of arrangement, substantially in the form provided in “Schedule “B” – Plan of Arrangement” attached hereto, 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;

“Post-Arrangement Equinox Gold” means Equinox Gold after giving effect to the Arrangement;

“Post-Arrangement Equinox Gold Board” means the board of directors of Post-Arrangement Equinox Gold;

“Proxy Deadline” means the date by which each Equinox Gold Shareholder proxy form must be deposited with Computershare, specifically no later than 9:00 a.m. (Pacific Time) on July 20, 2026, or at least 48 hours (excluding Saturdays, Sundays, and statutory holidays in the province of British Columbia) before the time set for any adjournment or postponement of the Meeting;

“Qualified Person” shall have the meaning ascribed to such term in NI 43-101;

“Receiving Party” has the meaning given to such term in the section entitled “The Arrangement Agreement – Non-Solicitation Covenants and Right to Match – Superior Proposals and Right to Match”;

“Record Date” means June 15, 2026;

 

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“Registered Equinox Gold Shareholder” means the registered holder of Equinox Gold Shares as recorded in the shareholder register of Equinox Gold;

“Regulation S” means Regulation S under the 1933 Act;

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

“Responding Party” has the meaning given to such term in the section entitled “The Arrangement Agreement – Non-Solicitation Covenants and Right to Match – Superior Proposals and Right to Match”;

“Response Period” has the meaning given to such term in the section entitled “The Arrangement Agreement – Non-Solicitation Covenants and Right to Match – Superior Proposals 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 1933 Act;

“SCE” means sustaining capital expenditures;

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

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the 1933 Act provided by section 3(a)(10) thereof;

“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;

“SEDAR+” means the System for Electronic Data 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;

“Share Issuance Resolution” means the ordinary resolution of the holders of outstanding Equinox Gold Shares approving the issue of the Consideration Shares pursuant to the Arrangement, substantially in the form and content attached hereto as “Schedule “A” – Share Issuance Resolution”;

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

“South Railroad Technical 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, Thomas Dyer, P.E. and 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; and Warren Black, M.Sc., P. Geo. and Michael Dufresne, M.Sc., P. Geo. from APEX Geoscience 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;

“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

 

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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;

“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 (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 given to such term in the section entitled “The Arrangement Agreement – Non-Solicitation Covenants and Right to Match – Superior Proposals and Right to Match”;

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

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

“Supplementary Information Request” has the meaning given to such term in the section entitled “Required Approvals – Canadian Competition Approval”;

“Target” has the meaning given to such term in the definition of “Superior Proposal” above;

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

“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

 

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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;

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

“Trinity Advisors” means Trinity Capital Partners Corporation;

“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. 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;

“Valentine Mine” or “Valentine” means Equinox Gold’s 100%-owned producing Valentine gold mine, located in Newfoundland and Labrador, Canada;

“Valentine Technical Report” means the technical report on the Valentine Mine prepared by Nicholas Capps, P. Geo., Niel de Bruin, P. Geo., Scott Davidson, P. Geo. and Kelly Boychuk, P. Eng. from Equinox Gold; Jeff Colden, P. Eng. from Moose Mountain Technical Services; Neil Lincoln, P. Eng., Grant A Malensek, P. Eng. and Stuart Collins, P.E. from SLR Consulting Canada Ltd.; and Tony Gilman, P. Eng of Terrane Geoscience Inc., 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 Support Agreements” means, collectively, the Equinox Gold Voting Support Agreements and the Orla Voting Support Agreements.

Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing any gender include all genders and words importing persons include firms and corporations and vice versa.

Information Contained in this Circular

This Circular describes the business of the Meeting, items to be voted upon and the voting process. In particular, it contains a detailed description of the Arrangement and the matters to be considered at the Meeting, as well as detailed information regarding Equinox Gold and Orla. It also includes certain risk factors relating to completion of the Arrangement and the other transactions contemplated by the Arrangement Agreement. Please give this Circular careful consideration and, if you require assistance, consult your financial, tax, legal or other professional advisors.

This Circular does not constitute an offer to sell or a solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or a proxy solicitation.

The information concerning Orla contained in this Circular has been provided by Orla. Although Equinox Gold has no knowledge that would indicate that any of such information is untrue or incomplete, Equinox Gold does not assume any responsibility for the accuracy or completeness of such information or the failure by Orla to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to Equinox Gold.

 

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Descriptions of the terms of the Arrangement Agreement, the Plan of Arrangement and the Voting Support Agreements in this Circular are summaries of the key terms of those documents and are qualified in their entirety by the full text of such agreements. Equinox Gold Shareholders should refer to the full text of each of the Arrangement Agreement, the Plan of Arrangement and the Voting Support Agreements for complete details of those documents. The full text of the Arrangement Agreement and the Voting Support Agreements is available under Equinox Gold’s and Orla’s respective SEDAR+ profiles at www.sedarplus.ca and EDGAR profiles at www.sec.gov. The Plan of Arrangement is attached as “Schedule “B” – Plan of Arrangement” to this Circular.

Forward-Looking Information

This Circular and the documents incorporated by reference herein contain certain statements which constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and section 21E of the 1934 Act, as amended, and forward-looking information within the meaning of applicable Canadian Securities Laws, including, without limitation, financial and business prospects and financial outlooks, which may be forward-looking plans and intentions, growth, results of operations, performance and business prospects and opportunities (collectively, Forward-looking Information). All statements other than statements of historical fact may be Forward-looking Information. Forward-looking Information contained in this Circular is based on expectations, estimates and projections as of the date of this Circular and include, without limitation: statements made in the “Letter from the Chair”; statements relating to the strategic vision for the Company and expectations regarding exploration potential, production capabilities, growth potential and future financial or operational performance; the Company’s production and cost guidance; the timing for and the Company’s ability to successfully advance its growth and development projects; and the conversion of mineral resources to mineral reserves. In particular, and without limitation, this Circular contains Forward-looking Information regarding the Arrangement concerning:

 

•

the expected benefits of the Arrangement and attributes of Post-Arrangement Equinox Gold, including potential growth opportunities and operational, competitive and portfolio synergies;

 

•

the expected percentage ownership of Equinox Gold Shareholders and former Orla Shareholders following the consummation of the Arrangement, and the share price and market capitalization of Post-Arrangement Equinox Gold;

 

•

the structure and effect of the Arrangement;

 

•

the timing of the Meeting, the Orla Meeting and the Final Order;

 

•

the anticipated Effective Date;

 

•

the anticipated number of Equinox Gold Shares to be issued pursuant to the Arrangement, including the number of Equinox Gold Shares that may be, in certain circumstances, issued upon the exercise, conversion or settlement of the Orla Convertible Securities, as applicable;

 

•

the anticipated receipt of all required Key Regulatory Approvals for the Arrangement;

 

•

the ability of Equinox Gold and Orla to satisfy other conditions to, and to complete, the Arrangement; and

 

•

the potential costs of the Arrangement to Equinox Gold, including in the event the Arrangement is not completed.

Forward-looking Information involves known and unknown risks and uncertainties that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such Forward-looking Information. When used in this Circular, words such as “believe”, “will”, “achieve”, “strategy”, “increase”, “plan”, “vision”, “improve”, “potential”, “intend”, “anticipate”, “expect”, “estimate”, “target”, “objective” and similar expressions are intended to identify Forward-looking Information as well as phrases or statements that certain actions, events or results “may”, “could”, “would”, or “should” or the negative connotation of such terms. The Company has based Forward-looking Information on the Company’s current expectations and projections about future events and these assumptions include: the ability of the Post-Arrangement Equinox Gold directors, executives and management team to work effectively together and achieve the anticipated benefits of the Arrangement; Equinox Gold’s ability to achieve the exploration, production, cost and development expectations for its respective operations and projects; effective integration of the Post-Arrangement Equinox Gold assets and workforce; tonnage of ore to be mined and

 

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processed remaining consistent with current expectations and ore grades and recoveries remaining consistent with mine plans; existing assets are retained and continue to produce as expected; expectations regarding the impact of macroeconomic factors on the Company’s operations, share price performance and gold price; prices for gold remaining as currently estimated; currency exchange rates remaining as estimated; availability of funds for the Company’s projects and future cash requirements; prices for energy inputs, labour, materials, supplies and services remaining as estimated; mine plans and estimated development schedules remaining consistent with the plans outlined in the technical reports for each property; capital, decommissioning and reclamation estimates remaining as estimated; timely execution of Castle Mountain permitting; successfully completing and achieving the anticipated production growth of Phase 2 expansions at Valentine and Castle Mountain; stable gold prices and input costs; availability of funding; Mineral Reserve and Mineral Resource estimates and the assumptions on which they are based; no labour-related disruptions and no unplanned delays or interruptions in scheduled construction, development and production, including by blockade or industrial action; the Company’s ability to achieve anticipated social and economic benefits for its host communities; all necessary permits, licenses and regulatory approvals are received in a timely manner; the Company’s ability to comply with environmental, health and safety laws and other regulatory requirements; the Company’s ability to achieve its objectives related to environmental performance; and the ability of Equinox Gold to work productively with its Indigenous partners. While the Company considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. Accordingly, readers are cautioned not to put undue reliance on Forward-looking Information.

Forward-looking Information relating to the Arrangement reflect management’s current beliefs, based on information available as of the date of this Circular and certain expectations and assumptions regarding the Arrangement, including:

 

•

the structure and expected benefits of the Arrangement are based upon several factors, including the terms and conditions of the Arrangement Agreement and current industry, economic and market conditions;

 

•

certain steps in, and timing of, the Arrangement and the Effective Date, as well as the number of Equinox Gold Shares to be issued pursuant to the Arrangement, are based upon the terms of the Arrangement and advice received from counsel to Equinox Gold relating to timing and expectations;

 

•

the listing of the Consideration Shares on the TSX and the NYSE American, as well as the delisting of the Orla Shares from the TSX and the NYSE American, is based on anticipated receipt of all required approvals from such stock exchanges and markets, as applicable;

 

•

the approval of the Share Issuance Resolution by Equinox Gold Shareholders and the approval of the Arrangement Resolution by Orla Shareholders;

 

•

receipt of the Canadian Competition Approval, Mexican CNA Approval and other Key Regulatory Approvals;

 

•

the ability of Equinox Gold and Orla to satisfy the other closing conditions in all material respects in accordance with the terms of the Arrangement Agreement, and in a timely manner, is based upon management’s current expectations regarding timing and the ability of Equinox Gold and Orla to satisfy their respective obligations under the Arrangement Agreement; and

 

•

management’s current expectations regarding completion of the Arrangement, the ability to realize operational synergies and future growth in gold and other metal and mineral production.

Various assumptions underlying Forward-looking Information are based on management’s expectations concerning industry, economic and market conditions, including: (i) prevailing commodity prices and exchange rates; (ii) projected capital and operating costs; (iii) other assumptions set forth in the Equinox Gold Technical Reports and the Orla Technical Reports, respectively; (iv) prevailing regulatory, tax and environmental laws and regulations, including tariffs; (v) that there will be no significant events occurring outside of the normal course of business of Equinox Gold or Orla; (vi) future costs of labour, materials and other supplies; and (vii) general economic, political and market conditions.

Forward-looking Information contained herein speaks only as of the date of this Circular. Equinox Gold believes that the expectations and assumptions reflected in such Forward-looking Information are reasonable and relevant based on information available as at the date of this Circular, but no assurance can be given that these expectations will prove to be correct.

 

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Forward-looking Information and other information contained herein concerning mineral exploration, development and operations, and management’s general expectations concerning such industries, are based on estimates prepared by Orla and Equinox Gold using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which Orla and Equinox Gold believe to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While Orla and Equinox Gold are not aware of any misstatements regarding any industry data presented herein, mineral exploration and development involves risk and uncertainties and industry data is subject to change based on various factors.

The Company cautions that Forward-looking Information involves known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such Forward-looking Information contained in this Circular and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: development of projects and expansion activities; community relations; the Company’s ability to obtain and maintain all necessary permits, licenses and regulatory approvals in a timely manner or at all; environmental risks, regulations and hazards; property rights and commitments; defects in land title; uncertainty of mineral reserves and mineral resources estimates; acquisitions, business arrangements or transactions; changes in tax laws, regulations and administrative practices; production and cost estimates; liquidity and financing risk; fluctuations in gold prices; operational risks; foreign operations; tailings and tailings storage facilities; employee and labour relations; sanctions targeting individuals and entities affiliated with the Nicaraguan government; government regulation; climate change; maintaining adequate infrastructure and reliance on the supply chain risk; volcanic and seismic activity risk; water management; the proper functioning and availability of cybersecurity and information systems; reclamation estimates, costs and obligations; uninsurable risks; properties located in remote areas; corruption and bribery; artificial intelligence risks; share price fluctuation; declaration, amount, and payment of future dividends; inability to maintain effective internal controls over financial reporting; conflicts of interest; and risks inherent in the nature of the Arrangement, including:

 

•

the conditions to completion of the Arrangement, including receipt of all required Key Regulatory Approvals and Court approval may not be satisfied or waived by the Outside Date, or at all, which may result in the Arrangement not being completed;

 

•

the Arrangement Agreement could be terminated by either Party under certain circumstances;

 

•

if there are a significant number of Dissenting Orla Shareholders, a substantial cash payment may be required to be made to such Dissenting Orla Shareholders that could have an adverse effect on Equinox Gold’s financial condition and cash resources if the Arrangement is completed;

 

•

Equinox Gold and Orla will incur costs relating to the Arrangement, regardless of whether the Arrangement is completed or not completed;

 

•

Post-Arrangement Equinox Gold may fail to realize the anticipated benefits of the Arrangement;

 

•

risks and unforeseen difficulties related to the integration of Equinox Gold’s and Orla’s existing businesses, including that Equinox Gold Shareholders may be exposed to additional business risks not previously applicable to their investments in Equinox Gold Shares;

 

•

Post-Arrangement Equinox Gold will be subject to additional foreign country and political risk;

 

•

Post-Arrangement Equinox Gold may not realize the benefits of its growth projects; and

 

•

other risks and uncertainties discussed under the heading “Risk Factors”.

Readers are cautioned that the foregoing lists of factors are not exhaustive and there may be other factors that could affect Equinox Gold, Orla or Post-Arrangement Equinox Gold. Accordingly, undue reliance should not be placed on Forward-looking Information. For Forward-looking Information in the documents incorporated by reference herein, readers should refer to the applicable forward-looking information advisories, including the related assumptions and risk factors, set out in those documents.

 

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Except as required by Law, Equinox Gold and Orla do not undertake any obligation to publicly update or revise any Forward-looking Information. All Forward-looking Information contained in this Circular is expressly qualified by this cautionary statement and those made in each of Equinox Gold’s and Orla’s respective filings with Canadian and United States securities regulatory authorities that are expressly incorporated by reference herein.

Non-IFRS Financial Measures

The Equinox Gold Financial Statements and Orla Financial Statements and historical financial information included or incorporated by reference in this Circular have been prepared in accordance with IFRS Accounting Standards.

This Circular and certain of the documents incorporated by reference herein, refer to certain supplementary measures that are not defined by IFRS Accounting Standards (collectively, the non-IFRS measures) but are used by Equinox Gold to analyze and evaluate the results of Equinox Gold’s business and are used as benchmarks for performance. The Company provides such non-IFRS measures because it believes that certain investors use them to evaluate the Company’s performance. However, such measures do not have a standardized meaning prescribed by IFRS Accounting Standards and may not be comparable to similar measures presented by other companies, including Orla. Non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards.

Such non-IFRS measures include cash cost, AISC, SCE, free cash flow, liquidity and EBITDA.

Cash cost is a non-IFRS measure and includes total production cash costs incurred at the Company’s mining operations. Sustaining capital expenditures, corporate selling, mine site general and administrative expenses, and brownfields exploration expenditures are added to the cash cost to calculate the AISC.

Free cash flow is calculated as cash provided from operating activities, less purchases of mineral properties, plant and equipment, net deposits on long-term assets, current income tax, plus back income taxes paid. This measure is used by the Company and investors to measure the cash flow available to fund the Company’s growth through investments and capital expenditures.

SCE are defined as those expenditures which do not increase annual gold ounce production at a mine site and exclude all expenditures at Equinox Gold’s projects and certain expenditures at Equinox Gold’s operating sites which are deemed expansionary. SCE can include, but are not limited to, capitalized stripping costs at open pit mines, underground mine development, mining and milling equipment and tailings storage facility raises.

EBITDA is calculated by Equinox Gold as net income before interest expense, income tax expense and depreciation.

Liquidity is defined as cash and cash equivalents plus undrawn amounts available under the Company’s credit facilities.

For additional information regarding non-IFRS measures used and presented by Equinox Gold, including reconciliations to the closest comparable IFRS measures, see “Non-IFRS Measures” in the Equinox Gold Annual MD&A and the Equinox Gold Interim MD&A, which are available under Equinox Gold’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov and are incorporated by reference in this Circular.

For additional information regarding non-IFRS measures used and presented by Orla, including reconciliations to the closest comparable IFRS Accounting Standards measures, see the section “Non-GAAP Measures” on page 21 of the Orla Annual MD&A and “Non-GAAP Measures” on page 17 of the Orla 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.

 

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2026 Special Meeting of Shareholders

 

Note to U.S. Shareholders

Each of Equinox Gold and Orla is a “foreign private issuer” as defined in Rule 3b-4 under the 1934 Act, and this Circular has been prepared in accordance with the disclosure requirements of applicable Canadian Securities Laws. Accordingly, the solicitation of proxies for the Meeting is not subject to the requirements of section 14(a) of the 1934 Act. As such, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate Laws and Canadian Securities Laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Equinox Gold Shareholders should be aware that such requirements are different from those of the United States applicable to registration statements under the 1933 Act and proxy statements under the 1934 Act.

Disclosure regarding the Company’s mineral properties, including with respect to mineral reserve and mineral resource estimates included or incorporated by reference in this Circular, was prepared in accordance with NI 43-101. NI 43-101 is a rule developed by the CSA that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information included or incorporated by reference in this Circular is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

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

THE CONSIDERATION SHARES ISSUABLE PURSUANT TO THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY SUCH STATE SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Exchange Rate Data

The following table sets forth for each period indicated: (i) the exchange rates in effect at the end of the period; (ii) the high and low exchange rates during such period; and (iii) the average exchange rates for such period, for one Canadian dollar, expressed in United States dollars, as quoted by the Bank of Canada.

 

		Three months ended March 31,										Year ended December 31,
		2026					2025					2025					2024
		$					$					$					$
Closing				0.7174					0.6956					0.7296					0.6950
High				0.7399					0.7059					0.7376					0.7510
Low				0.7174					0.6848					0.6848					0.6937

 

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2026 Special Meeting of Shareholders

 

		Three months ended March 31,										Year ended December 31,
		2026					2025					2025					2024
		$					$					$					$
Average				0.7290					0.6968					0.7157					0.7302

On June 15, 2026, the daily exchange rate as quoted by the Bank of Canada was C$1.00 = $0.7152 ($1.00 = C$1.3982).

MEETING AND VOTING INFORMATION

This Circular is furnished in connection with the solicitation of proxies by and on behalf of management of the Company for use at the Meeting scheduled to be held in person at 1133 Melville Street, Suite 3500, Vancouver, British Columbia, Canada on July 22, 2026 at 9:00 a.m. (Pacific Time) and any adjournment or postponement thereof, for the purposes set forth in the Notice of Meeting.

The Meeting

The Meeting will be held in person. Registered Equinox Gold Shareholders and duly appointed proxyholders can attend the Meeting in person, where they can participate, vote, and submit questions during the Meeting.

Equinox Gold Shareholders, duly appointed proxyholders and guests are invited to watch the Meeting via live webcast at https://event.choruscall.com/mediaframe/webcast.html?webcastid=lNaDtjga, which is being provided for the purpose of viewing only. There will be no ability to vote via the webcast.

Solicitation of Proxies

This Circular is provided in connection with the solicitation of proxies by the management of Equinox Gold for use at the Meeting for the purposes set forth in the accompanying notice of meeting.

Equinox Gold has retained Laurel Hill as its proxy solicitation agent and shareholder communications advisor to assist in the solicitation of proxies from Equinox Gold Shareholders for the Meeting and provide additional services including but not limited to strategic shareholder communications. Equinox Gold has agreed to pay Laurel Hill an aggregate fee of C$200,000, plus reasonable out-of-pocket expenses, for these services. The Company may also reimburse brokers, investment dealers or other Intermediaries holding Equinox Gold Shares in their name or in the name of nominees for their costs incurred in sending proxy materials to their principals to obtain their proxies. Laurel Hill may contact shareholders by telephone, email and other permitted means to remind them to vote, answer questions regarding voting procedures and assist with the collection of voting instructions. All costs of the solicitation of proxies for the Meeting will be borne by Equinox Gold.

Equinox Gold is not aware of any items of business to be considered at the Meeting other than as set out in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed proxy form to vote the Equinox Gold Shares represented thereby in accordance with their best judgment on such matter.

Registered Holders

Voting by Proxy

Voting by proxy is the easiest way to vote. By using one of the methods outlined below to vote by proxy, you are authorizing your proxyholder to vote your Equinox Gold Shares at the Meeting, or to withhold your vote, according to your instructions. Darren Hall, CEO of Equinox Gold, and Peter Hardie, CFO of Equinox Gold, have agreed to act as the Equinox Gold

 

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Management Proxyholders for the Meeting. If you appoint the Management Proxyholders but do not provide instructions on how to vote, your Equinox Gold Shares will be voted FOR the Share Issuance Resolution.

Equinox Gold Shares represented by a properly executed proxy form will be voted or withheld from voting on any ballot in accordance with the instructions of the shareholder. If no choice is specified, the Equinox Gold Shares represented by the proxy will be voted FOR the Share Issuance Resolution. If there are other items of business that properly come before the Meeting, or amendments or variations to the Share Issuance Resolution, your proxyholder has the discretion to vote your Equinox Gold Shares as they see fit.

You have the right to appoint a person or company, other than the Management Proxyholders named in the form of proxy, to represent and vote your shares at the Meeting. You may appoint someone else as the proxyholder to vote your Equinox Gold Shares by printing their name in the space provided on your proxy form, and submitting it as directed on the form. This person does not need to be an Equinox Gold Shareholder.

Unless otherwise noted, the following instructions assume you are appointing the Management Proxyholders as your proxy.

A proxy form will not be valid unless it is dated and signed by you, as the Registered Equinox Gold Shareholder, or by your attorney with proof that they are authorized to sign, and completed according to the instructions set out in the proxy form. If you represent a Registered Equinox Gold Shareholder who is a company or an association, your proxy form should have the seal of the company or association, if applicable, and must be executed by a duly authorized officer or an attorney.

If a proxy form is executed by an attorney for a Registered Equinox Gold Shareholder who is an individual, or by an officer or attorney of a Registered Equinox Gold Shareholder who is a company or association, the relevant attorney or officer must include the original authorization, or a notarized copy of the written authorization for the officer or attorney, with the proxy form.

Your vote must be registered, either by registering your proxy vote by phone or by internet or by depositing your completed proxy form with Computershare by 9:00 a.m. (Pacific Time) on July 20, 2026, or at least 48 hours (excluding Saturdays, Sundays, and statutory holidays in the province of British Columbia) before the time set for any adjournment or postponement of the Meeting (Proxy Deadline).

See “How Can I Attend the Meeting?” in the “Questions & Answers – Questions Regarding the Meeting” section for further details.

How your Equinox Gold Shares Will be Voted

Equinox Gold Shares represented by a properly executed proxy form will be voted or withheld from voting on any ballot that may be called for in accordance with the instructions of the Equinox Gold Shareholder and where a choice with respect to any matter to be acted upon, such Equinox Gold Shares will be voted accordingly. If no choice is specified, the Equinox Gold Shares represented by the proxy will be voted FOR the Share Issuance Resolution.

The proxy form, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed as proxyholder thereunder to vote with respect to any amendment or variation of the Share Issuance Resolution, and with respect to other matters which may properly come before the Meeting. As at the date hereof, management of the Company knows of no such amendment, variation or other matter that may come before the Meeting.

 

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Changing your Vote

A Registered Equinox Gold Shareholder who has returned a proxy form may revoke it by:

 

•

completing and signing another proxy form with a later date and delivering it to Computershare as instructed on the proxy form so that it is received prior to the Proxy Deadline;

 

•

voting again on the Internet or by phone at any time prior to the Proxy Deadline;

 

•

delivering a written notice of revocation or other valid instrument in writing, signed by such Equinox Gold Shareholder or by his or her authorized representative, to: (i) the registered office of the Company at Suite 1501 – 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8, at any time up to and including the last Business Day before the day of the Meeting; or (ii) the Chair of the Meeting at the Meeting;

 

•

attending and voting at the Meeting (see “How can I Attend the Meeting?” in the “Questions & Answers – Questions Regarding the Meeting” section); or

 

•

in any other manner provided by law.

A revocation of a proxy does not affect any matter on which a vote has been taken prior to such revocation.

Only Registered Equinox Gold Shareholders have the right to directly revoke a proxy. Beneficial Equinox Gold Shareholders that wish to change their vote must arrange for their respective Intermediaries to revoke the proxy on their behalf in accordance with any requirements of such Intermediary.

Beneficial Holders

Generally, Beneficial Equinox Gold Shareholders who have not waived the right to receive Meeting Materials will be sent a VIF which must be completed, signed and returned by the Beneficial Equinox Gold Shareholder in accordance with the Intermediary’s directions on the VIF. In some cases, such Beneficial Equinox Gold Shareholder will instead be given a proxy form which has already been signed by the Intermediary, which is restricted as to the number of Equinox Gold Shares beneficially owned by the Beneficial Equinox Gold Shareholder, but which is otherwise not completed. This type of proxy form provided by the Intermediary does not need to be signed by the Beneficial Equinox Gold Shareholder but, to be used at the Meeting, needs to be properly completed and deposited with Computershare as described under “Meeting and Voting Information – Registered Holders – Voting by Proxy” above.

The purpose of these procedures is to permit Beneficial Equinox Gold Shareholders to direct the voting of the Equinox Gold Shares that they beneficially own. Should a Beneficial Equinox Gold Shareholder wish to attend in person and vote at the Meeting (or have another person attend in person and vote on behalf of the Beneficial Equinox Gold Shareholder), the Beneficial Equinox Gold Shareholder should strike out the names of the persons named in the proxy and insert the Beneficial Equinox Gold Shareholder’s name in the blank space provided or, in the case of a VIF, follow the corresponding instructions on the VIF.

Beneficial Equinox Gold Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the VIF or proxy form is to be delivered.

Notice to U.S. Beneficial Holders

To attend and vote at the Meeting, you must first obtain a valid legal proxy form from your Intermediary and then register in advance to attend the Meeting. Follow the instructions from your Intermediary included with these proxy materials or contact your Intermediary to request a legal proxy form. After first obtaining a valid legal proxy form from your

 

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Intermediary, to then register to attend the Meeting, you must submit a copy of your legal proxy form to Computershare and by email to USlegalproxy@computershare.com. Requests for registration should be directed to:

Computershare Investor Services Inc.

Proxy Department, 320 Bay Street,

14th Floor, Toronto, Ontario, Canada

M5H 4A6

Or

Email at: USlegalproxy@computershare.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than 9:00 a.m. (Pacific Time) on July 20, 2026. You will receive a confirmation of your registration by email after Computershare receives your registration materials.

You may attend the Meeting in person on July 22, 2026 at 9:00 a.m. (Pacific Time) at 1133 Melville Street, Suite 3500, Vancouver, British Columbia, Canada to vote your Equinox Gold Shares during the Meeting.

Equinox Gold Shareholders, duly appointed proxyholders and guests are invited to watch the Meeting via live webcast at https://event.choruscall.com/mediaframe/webcast.html?webcastid=lNaDtjga, which is being provided for the purpose of viewing only. There will be no ability to vote via the webcast.

Additional Details

Delivery of Meeting Materials

We have arranged for Intermediaries to forward the Meeting Materials to Beneficial Equinox Gold Shareholders of record and we may reimburse such Intermediaries for their reasonable fees and disbursements in that regard.

There are two kinds of Beneficial Equinox Gold Shareholders – those who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company, referred to as “NOBOs”, and those who have objected to their Intermediary disclosing ownership information about themselves to the Company, referred to as “OBOs”.

In accordance with the requirements of NI 54-101, the Company will distribute the Meeting Materials to Intermediaries and clearing agencies for onward distribution to all Beneficial Equinox Gold Shareholders. Intermediaries are required to forward the Meeting Materials to Beneficial Equinox Gold Shareholders unless a Beneficial Equinox Gold Shareholder has waived the right to receive Meeting Materials. Intermediaries often use service companies to forward the Meeting Materials to Beneficial Equinox Gold Shareholder. The Company intends to pay for the delivery to OBOs, by Intermediaries, of any proxy-related materials and Form 54-101F7 – Request for Voting Instructions made by Intermediary for the Meeting.

Voting Securities

As at the Record Date, the Company had issued and outstanding 789,157,839 fully paid and non-assessable Equinox Gold Shares, with each Equinox Gold Share carrying the right to one vote. The Company has no other classes of voting securities.

Holders of Equinox Gold Shares as at the Record Date who either attend the Meeting in person or who have completed and delivered a proxy form or VIF in the manner and subject to the provisions described under “Questions & Answers – Questions Regarding the Meeting” shall be entitled to vote or to have their Equinox Gold Shares voted at the Meeting.

To the knowledge of the directors and officers of the Company, as of the Record Date, except as noted below, no person or company beneficially owned or exercised control or direction over, directly or indirectly, Equinox Gold Shares carrying more

 

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than 10% of the voting rights attached to all outstanding Equinox Gold Shares. No new class of voting securities will be created and the Consideration Shares will carry the same rights as the existing Equinox Gold Shares.

 

Shareholder		Number of Equinox Gold Shares		% of Outstanding Equinox Gold Shares
Van Eck Associates Corp.		85,080,607(1)(2)		10.8%

Notes:

1.	As at March 31, 2026.

2.	Source: Schedule 13F filed by Van Eck Associates Corp. on March 31, 2026.

 

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BACKGROUND TO THE ARRANGEMENT & RECOMMENDATIONS

On May 12, 2026, Equinox Gold entered into the Arrangement Agreement with Orla to implement the Arrangement by way of the Plan of Arrangement. Pursuant to the Arrangement, Equinox Gold will acquire all of the issued and outstanding Orla Shares in exchange for 1.00 Equinox Gold Share and $0.0001 in cash for each issued and outstanding Orla Share.

Background to the Arrangement

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

Equinox Gold was founded in December 2017 with the objective of building an Americas-focused gold mining company with a diversified portfolio of producing, development and exploration assets. Since 2017, Equinox Gold has expanded its asset base through exploration, development and acquisitions, evolving from a single-asset developer into a multi-asset gold producer with operations across the Americas, a multi-million-ounce reserve base and a pipeline of development and expansion projects.

On June 17, 2025, Equinox Gold completed the Calibre Transaction, pursuant to which Equinox Gold acquired 100% of the issued and outstanding common shares of Calibre. The Calibre Transaction expanded Equinox Gold’s portfolio to include the La Libertad and El Limon operating mine complexes in Nicaragua, the Pan Mine in the U.S. and the Valentine Mine, at that time a project under development, in Newfoundland & Labrador, Canada.

Prior to completion of the Calibre Transaction, Calibre regularly reviewed potential strategic alternatives with a view to maximizing shareholder value. In that context, representatives of Calibre and Equinox Gold held discussions regarding a potential combination in July and again in September 2024. Calibre ultimately determined to pursue the Calibre Transaction with Equinox Gold, which Calibre viewed as a means to accelerate profitable growth, enhance shareholder value, strengthen its North American production profile and support a further market re-rating.

Following completion of the Calibre Transaction, Equinox Gold achieved several strategic milestones, including first gold production at the Valentine Mine in September 2025, followed by commercial production in November 2025. In 2025, the combined Equinox Gold / Calibre portfolio achieved record full-year gold production of 922,827 ounces. Equinox Gold also advanced its portfolio optimization strategy through the sale of the Pan Mine and certain other Nevada assets on October 1, 2025, and the sale of its 100% interest in the Aurizona Mine, RDM Mine and Bahia Complex, comprising the Santa Luz and Fazenda Mines, in Brazil on January 23, 2026. These divestitures reflected Equinox Gold’s focus on larger-scale, high-quality assets in tier-one jurisdictions and supported significant debt reduction. Since June 30, 2025, Equinox Gold reduced total debt by approximately $1.1 billion, ending March 31, 2026 with net debt of $77 million (excluding convertible debentures).

The successful integration of Calibre, combined with operational execution, portfolio optimization and balance sheet improvement, contributed to a significant market re-rating of Equinox Gold, demonstrating a track record of executing value-enhancing strategic transactions. Equinox Gold’s share price on the TSX increased approximately 124% from C$8.62 at the closing of the Calibre Transaction to C$19.29 at December 31, 2025.

With enhanced cash flow from a larger portfolio of operating mines, and a stronger balance sheet as the result of debt reduction, Equinox Gold initiated a quarterly dividend and share buyback program in the first quarter of 2026.

Equinox Gold also continued to review its strategic plan to create a premier Americas-focused gold producer and assess opportunities to enhance shareholder value. Equinox Gold engaged from time to time in informal discussions with other intermediate gold companies and market participants regarding potential strategic opportunities that could complement

 

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the Company’s asset base and long-term growth strategy. In this context, Equinox Gold considered the evolution of Orla’s asset portfolio, including the addition of the South Railroad Project in Nevada through Orla’s acquisition of Gold Standard Ventures in 2022, the further consolidation of its Nevada land position through the acquisition of Contact Gold in 2024, and, in particular, its acquisition of the Musselwhite Mine in Ontario in early 2025. These developments further aligned Orla’s asset base with Equinox Gold’s focus on larger-scale, high-quality assets in tier-one jurisdictions.

In October 2025, following previous discussions between Trinity Advisors and Orla, Mr. Ross Beaty, Chair of Equinox Gold, and Mr. Blayne Johnson and Mr. Doug Forster, directors of Equinox Gold, met with Mr. Pierre Lassonde, a significant shareholder of Orla, and representatives from Trinity Advisors, financial advisor to Orla, and discussed a potential transaction involving Equinox Gold and Orla. Both companies 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 a no-premium transaction, subject to agreement on other transaction terms.

Following these discussions, Equinox Gold identified a potential transaction with Orla as a timely strategic opportunity to advance its strategic objectives and, in early February 2026, commenced working with BMO Capital Markets to evaluate the proposed Arrangement.

On January 29, 2026, Mr. Charles (Chuck) Jeannes, the Chair of Orla, contacted Mr. Ross Beaty, the Chair of Equinox Gold, 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. 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 12, 2026, senior management of Equinox Gold met with BMO Capital Markets to discuss the potential Arrangement with Orla and to receive preliminary perspectives from BMO Capital Markets on certain financial aspects of the potential transaction. Equinox Gold subsequently entered into an engagement letter with BMO Capital Markets, dated May 6, 2026 and effective as of February 12, 2026, described in further detail below.

On February 13, 2026, Mr. Darren Hall, the Chief Executive Officer of Equinox Gold, and Ms. Daniella Dimitrov, the Chief Strategy and Risk Officer of Equinox Gold, met with Mr. Jason Simpson, the President & Chief Executive Officer of Orla, 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 18, 2026, the Equinox Gold Board received an update on corporate development activities, which included consideration of a potential transaction with Orla.

On February 24, 2026, Mr. Beaty met with Mr. Lassonde and Mr. Jeannes to discuss the proposed Arrangement. Mr. Hall and Mr. Simpson subsequently joined the meeting, and the participants continued discussions regarding the proposed Arrangement, including potential timing, the strategic rationale for the transaction, the anticipated profile and market positioning of the combined company, and the opportunity to create a larger, Americas-focused gold producer with enhanced scale, increased exposure to tier-one jurisdictions, a diversified portfolio of producing assets and a pipeline of development and expansion opportunities. Following this meeting, on February 25, 2026, Mr. Hall and Ms. Dimitrov met with Mr. Simpson and Mr. Morin 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 aligned on a proposed timeline and due diligence process. Equinox Gold engaged technical, financial, tax and legal advisors to support its due diligence review. On March 5, 2026, Orla granted Equinox Gold and its representatives, including its advisors, access to a virtual data room containing confidential information regarding Orla. On March 10, 2026, Equinox Gold similarly granted Orla and its representatives, including its advisors, access to a virtual data room containing confidential information regarding Equinox Gold. Thereafter, the Parties and their respective advisors conducted reciprocal due diligence, with Equinox Gold, together

 

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with its financial, technical, tax and legal advisors, undertaking a detailed review of Orla that continued throughout the period leading up to signing of the Arrangement Agreement.

During March and April 2026, the Parties and their respective advisors continued to engage with one another in furtherance of the proposed Arrangement, including to facilitate ongoing due diligence, respond to due diligence requests, discuss the potential transaction structure and coordinate transaction timetable matters.

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.

On March 31, 2026, representatives of Orla visited Equinox Gold’s El Limon Mine in Nicaragua as part of Orla’s due diligence review. Orla representatives subsequently visited Equinox Gold’s Greenstone Mine and Valentine Mine on April 7, 2026 and April 8, 2026, respectively. Representatives of Equinox Gold visited Orla’s Camino Rojo Mine in Mexico on April 1, 2026 as part of Equinox Gold’s due diligence review, followed by a visit to Orla’s Musselwhite Mine in Canada on April 2, 2026.

On April 3, 2026, Mr. Jeannes and Mr. Beaty discussed the potential transaction, including certain results of Equinox Gold’s due diligence and the future composition of Post-Arrangement Equinox Gold’s board of directors.

On April 7, 2026, management of Equinox Gold advised the Equinox Gold Board of the ongoing discussions with Orla and provided an update on the due diligence conducted to date, including technical due diligence informed by site visits, financial and tax due diligence, and legal due diligence conducted by Canadian, U.S. and Mexican legal counsel. Management also discussed its preliminary views regarding the proposed Arrangement, including the strategic rationale and key diligence considerations identified to date. BMO Capital Markets provided the Equinox Gold Board with an overview and financial analysis of the proposed Arrangement. Following discussion and deliberation, the Equinox Gold Board authorized management to continue discussions with Orla.

Several meetings took place between the Parties in early April to advance discussions on the business combination and the timing thereof. As the due diligence process progressed, the Parties determined that it would be appropriate to enter into exclusive negotiations. On April 17, 2026, the Parties entered into an exclusivity agreement pursuant to which each Party agreed to deal and negotiate exclusively with the other Party in respect of the Arrangement until May 13, 2026, provided that, among other things, Orla and Equinox Gold would not be restricted from amending their respective credit agreements.

During April 2026 and in the period leading up to announcement of the Arrangement, the Parties, together with their respective financial advisors and legal counsel, engaged in various discussions in connection with the Arrangement Agreement, including with respect to final due diligence matters and various proposed transaction terms including conditions to the Arrangement, termination provisions and termination fees.

On April 20, 2026, Blakes, legal counsel to Equinox Gold, provided legal counsel to Orla with a preliminary draft of the Arrangement Agreement. The initial draft of the Arrangement Agreement was generally reciprocal, including with respect to “fiduciary out” provisions and representations and warranties. Starting on April 20, 2026, the Equinox Gold and Orla transaction teams, assisted by their respective legal and financial advisors, commenced intensive negotiations of the Arrangement Agreement and related documents.

On April 20, 2026, Mr. Jeannes and Mr. Beaty again 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 Post-Arrangement Equinox Gold’s board of directors.

On April 27, 2026, Blakes received preliminary comments on the draft Arrangement Agreement from Orla’s legal counsel, and Equinox Gold’s management team and Blakes began considering outstanding deal terms.

 

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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 Post-Arrangement Equinox Gold’s board of directors.

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

On May 6, 2026, Equinox Gold executed an engagement letter with each of (i) BMO Capital Markets, effective February 12, 2026, engaging BMO Capital Markets as a financial advisor in connection with the evaluation of the Arrangement, and to provide a fairness opinion in respect of the Arrangement, and (ii) CIBC World Markets, effective May 6, 2026, engaging CIBC World Markets to provide a fixed fee fairness opinion in respect of the Arrangement.

On May 6, 2026, the Equinox Gold Board met with members of Equinox Gold management and its legal and financial advisors to discuss the proposed transaction. The Equinox Gold Board received updates on the status of negotiations and the results of due diligence, as well as an overview of the key terms of the transaction documents and the proposed transaction timeline. Blakes also advised the Equinox Gold Board of its fiduciary duties in respect of the proposed transaction. BMO Capital Markets provided the Equinox Gold Board with a detailed analysis of the proposed transaction including: (i) an overview and perspectives on each of Equinox Gold and Orla; (ii) an overview of precedent transactions for precious metals companies; (iii) the rationale for a proposed combination of the Parties, as well as the risks associated with the proposed transaction and the mitigating factors; (iv) various perspectives on Post-Arrangement Equinox Gold including production, operating cost, growth and leverage profile. Management and advisors responded to various questions from the Equinox Gold Board. 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.

Based on the preliminary information presented, the Equinox Gold Board indicated to management that it was supportive of continued evaluation of the proposed transaction with Orla and would review the opportunity further at its next meeting.

During the following week, the parties, along with their respective legal advisors, continued to negotiate and exchange drafts of the definitive documents.

On May 7, 9 and 10, 2026, Mr. Jeannes had several calls with Mr. Beaty, Mr. Blayne Johnson and Mr. Doug Forster regarding leadership roles within Post-Arrangement Equinox Gold.

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

On May 12, 2026, after the close of trading on the TSX, Mr. Beaty, Mr. Hall and Ms. Dimitrov met with BMO Capital Markets to review market trading information for Equinox Gold Shares relative to Orla Shares. Following that meeting, Mr. Beaty and Mr. Jeannes met to discuss the Exchange Ratio and certain terms of the Arrangement Agreement. Mr. Beaty and Mr. Jeannes concluded on the Exchange Ratio of 1.00 Equinox Gold Share and $0.0001 in cash for each Orla Share, subject to negotiation of the remaining deal terms.

On May 12, 2026, the Equinox Gold Board met to consider the merits of the Arrangement and final terms and conditions of the Arrangement Agreement, including the Termination Fee, the Exchange Ratio and the other proposed terms of the Arrangement Agreement and Plan of Arrangement. In conjunction with this meeting, Equinox Gold management presented their final conclusions and analyses of the Arrangement and received final reports as to the results of financial and legal

 

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due diligence. At this meeting, each of BMO Capital Markets and CIBC World Markets delivered presentations to the Equinox Gold Board on the work undertaken and the methodologies considered for the purposes of preparing the BMO Fairness Opinion and the CIBC Fairness Opinion, respectively, and provided oral fairness opinions, subsequently confirmed in writing, that as of May 12, 2026, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Exchange Ratio pursuant to the Arrangement is fair, from a financial point of view, to Equinox Gold. The Equinox Gold Board received advice from Blakes regarding their fiduciary duties, the process of negotiating the Arrangement Agreement and the related transaction documents, and a summary of the final terms and conditions of the Arrangement.

Following receipt of the oral BMO Fairness Opinion, the oral CIBC Fairness Opinion, and advice from legal counsel, the Equinox Gold Board deliberated and considered the proposed terms and conditions of the Arrangement, including the financial terms, the Termination Fee and the Expense Reimbursement. After deliberations, the Equinox Gold Board unanimously determined that the Arrangement was in the best interests of Equinox Gold and unanimously authorized Equinox Gold to enter into the Arrangement Agreement, the Orla Voting Support Agreements and related matters.

Through the evening of May 12, 2026, management of Equinox Gold and Orla, along with their respective financial and legal advisors, worked to finalize the terms of the Arrangement Agreement, the Plan of Arrangement, and the documents related thereto, following which the Arrangement Agreement, the Equinox Gold Voting Support Agreements and the Orla Voting Support Agreements were executed and delivered. Equinox Gold and Orla jointly announced the Arrangement on May 13, 2026.

Reasons for the Arrangement

In the course of its evaluation of the Arrangement and in reaching the Equinox Gold Board Recommendation, the Equinox Gold Board consulted with the Company’s senior management, its financial advisors and its legal counsel, and considered a number of strategic, financial and operational factors and potential benefits and risks of the Arrangement, including, without limitation, those listed below, in light of the Equinox Gold Board’s knowledge of the business, financial condition and prospects of Equinox Gold.

Equinox Gold’s Board concluded that the Arrangement is expected to accelerate the achievement of the Company’s growth objectives, support a potential market re-rating and enhance value for Equinox Gold Shareholders relative to a standalone strategy.

The following is a summary of certain primary factors considered and relied upon by the Equinox Gold Board in reaching its unanimous recommendation that Equinox Gold Shareholders vote IN FAVOUR OF the Share Issuance Resolution:

 

•

Creation of North America’s new senior gold producer. Combining Equinox Gold and Orla will create a senior gold producer with 1.1 million ounces of expected annual gold production from a highly complementary portfolio of six North American mines, underpinned by a significant endowment of approximately 23 million ounces of Proven & Probable Mineral Reserves and an additional 25 million ounces of Measured & Indicated Mineral Resources.8

 

•

Peer-leading growth profile to more than 1.9 million ounces annually. Combining the companies’ growth pipelines creates a clear path to more than 800,000 ounces9 of near-term gold production growth from North American assets, both enhancing and accelerating Equinox Gold’s growth potential.

 

•

Second largest producer of Canadian gold. Equinox Gold’s Greenstone Mine in Ontario and Valentine Mine in Newfoundland & Labrador, and Orla’s Musselwhite Mine in Ontario, are expected to collectively produce 685,000

8	See Note to U.S. Shareholders and Forward-Looking Information.

9

Anticipated production growth is expected from the execution of Valentine Phase 2 expansion (Canada) and the development of Castle Mountain Mine (U.S.), South Railroad Complex (U.S.), Los Filos expansion project (Mexico) and Camino Rojo underground project (Mexico) and operating in line with expectations outlined in current technical reports, which technical reports are available under the respective SEDAR+ profiles of Equinox Gold (in the case of Valentine, Castle Mountain and Los Filos) and Orla (in the case of South Railroad and Camino Rojo).

 

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ounces of gold in 202610, with significant potential for production growth and mine life extension from expansion and exploration upside, resulting in significant production from a market-preferred, low-risk jurisdiction.

 

•

Enhanced scale and diversification while maintaining jurisdictional simplicity. Equinox Gold and Orla have highly complementary asset portfolios in Canada, the U.S. and Mexico, allowing the shareholders of each company to participate in accelerated production growth milestones while maintaining a tier-one North American jurisdictional profile.

 

•

Substantial free cash flow generation and robust financial position. Post-Arrangement Equinox Gold will have a substantial free cash flow11,12 profile based on analyst consensus estimates, and substantial total available liquidity13 to drive growth and continued shareholder returns while maintaining financial flexibility.

 

•

Leadership from an industry leading team of mine builders and operators. Post-Arrangement Equinox Gold will benefit from an experienced leadership team with a proven track record of shareholder value creation, supported by a Post-Arrangement Equinox Gold Board chaired by Charles Jeannes and the ongoing involvement of Ross Beaty, and a shared commitment to operational excellence, disciplined capital allocation and responsible mining.

 

•

Diversified portfolio offers enhanced scale and optionality. Six producing assets and four growth projects across four North American countries provide immediate operating strength, project sequencing flexibility, known near-mine exploration upside, and longer-term optionality.

 

•

Improved capital markets profile. Increased scale and liquidity for investors.

 

•

Enhanced capital markets profile and significant re-rating potential. Post-Arrangement Equinox Gold is expected to offer advantages that neither company could achieve on a standalone basis, including increased scale, a lower risk investment profile, peer-leading production growth underpinned by a sizeable Mineral Reserve endowment, and stronger free cash flow, supporting significant re-rating potential.

 

•

Participation by both companies’ shareholders in the combined operations and growth projects. Through ownership of Equinox Gold Shares, both companies’ shareholders will continue to participate in the opportunities associated with Post-Arrangement Equinox Gold’s operating assets and growth properties, and will benefit from a lower cost of capital and lower risk profile for the business. Following completion of the Arrangement, assuming that: (i) there are no Dissenting Orla Shareholders; and (ii) prior to the Effective Date, (a) no additional Equinox Gold security-based compensation awards are issued; and (b) no additional Orla Shares or Orla Convertible Securities are issued, existing Equinox Gold Shareholders will hold approximately 67% and former Orla Shareholders will own approximately 33% of the issued and outstanding Equinox Gold Shares on a fully diluted in-the-money basis.

 

•

Complementary North American platform. The combination of two strong teams and complementary North American operating platforms is expected to enhance operational efficiency and support continued execution across the combined portfolio.

 

•

Support of directors and officers. The Arrangement is supported by each of the directors and senior officers of Equinox Gold, who collectively hold approximately 32,165,734 Equinox Gold Shares or 4.1% of the issued and outstanding

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

11

Approximately 280,000 ounces from Los Filos (LOM average production potential with construction of a carbon-in-leach plant and development of Bermejal underground mine based on 2022 feasibility study) and Camino Rojo underground (first 10-year average annual production based on February 2026 technical study).

12	Free cash flow is a non-IFRS measure, which are measures with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. See Non-IFRS Financial Measures.

13	Liquidity is a non-IFRS measure, which are measures with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. See Non-IFRS Financial Measures.

 

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Equinox Gold Shares as at the Record Date and have agreed to vote such Equinox Gold Shares in favour of the Share Issuance Resolution (as defined below) at the Meeting. In addition, each of the directors and executive officers of Orla, and certain significant shareholders of Orla, who collectively hold 99,060,265 Orla Shares or approximately 26.4% of the issued and outstanding Orla Shares as of the Record Date, have agreed to vote such Orla Shares in favour of the Arrangement at a special meeting of Orla Shareholders. See “Voting Support Agreements”.

 

•

Negotiated transaction. The Arrangement Agreement is the result of a comprehensive negotiation process with respect to the key elements of the Arrangement Agreement and Plan of Arrangement, which includes terms and conditions that are reasonable in the judgment of the Equinox Gold Board.

 

•

Other factors. The Equinox Gold Board also carefully considered the Arrangement with reference to current economics, industry and market trends affecting each of Equinox Gold and Orla in the metals and mining industry, information concerning mineral reserve and mineral resource estimates, business, operations, properties, assets, financial condition, risks, operating results and prospects of each of Equinox Gold and Orla and the historical trading prices of Equinox Gold Shares and Orla Shares, taking into account the results of Equinox Gold’s due diligence review of Orla and its properties.

 

•

Fairness opinions. Equinox Gold engaged BMO Capital Markets as a financial advisor and to deliver a fairness opinion with respect to the fairness of the Consideration to be provided by Equinox Gold pursuant to the Arrangement, the full text of which is attached as “Schedule “C” – BMO Fairness Opinion” to this Circular. Equinox Gold also engaged CIBC World Markets to deliver a fairness opinion with respect to the fairness of the Exchange Ratio to be provided by Equinox Gold pursuant to the Arrangement, the full text of which is attached as “Schedule “E”– CIBC Fairness Opinion” to this Circular. The Equinox Gold Board considered the BMO Fairness Opinion and the CIBC Fairness Opinion to the effect that, as of May 12, 2026, 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 Gold. See “Background to the Arrangement & Recommendations – Financial Advisors – BMO Fairness Opinion” and “Background to the Arrangement & Recommendations – Financial Advisors – CIBC Fairness Opinion”.

Equinox Gold’s Board believes the Arrangement provides Equinox Gold Shareholders with continued participation in a larger, more liquid North American gold producer with a broader asset base, enhanced free cash flow¹⁴ profile, and improved capital allocation flexibility. In assessing the Arrangement, the Equinox Gold Board weighed the issuance of new Equinox Gold Shares against the expected contribution from Orla’s producing and development assets, the financial capacity of the combined company, and the enhanced potential from the combined organic growth pipeline.

The Equinox Gold Board also considered that, immediately following completion of the Arrangement, current Equinox Gold Shareholders and former Orla Shareholders are expected to own approximately 67% and 33% of the outstanding Equinox Gold Shares on a fully diluted in-the-money basis, respectively, fairly reflecting each party’s relative contribution to key valuation metrics of Post-Arrangement Equinox Gold.

In evaluating the Arrangement, the Equinox Gold Board considered alternatives reasonably available to the Company, including continuing as a standalone company, pursuing organic growth and development opportunities, and other strategic opportunities. After considering the expected benefits, risks, timing, execution requirements and relative certainty of these alternatives, the Equinox Gold Board concluded that the Arrangement is in the best interest of Equinox Gold.

The Equinox Gold Board considered the results of Equinox Gold’s due diligence review of Orla, including its material assets and projects. Equinox Gold’s management, with assistance from outside financial, technical and legal advisors, completed

14	Free cash flow is a non-IFRS measure, which are measures with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. See Non-IFRS Financial Measures.

 

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a detailed review that included site visits to the Musselwhite Mine and the Camino Rojo Mine. Based on that review, the Equinox Gold Board considered Orla’s asset quality, operating profile and meaningful exploration and production upside.

In the course of its deliberations, the Equinox Gold Board also considered the various procedural safeguards designed to protect the interests of Equinox Gold and Equinox Gold Shareholders, including:

 

•

Equinox Gold Shareholder approval. The Share Issuance Resolution must be approved by a simple majority of the votes cast on the Share Issuance Resolution by Equinox Gold Shareholders, being all votes cast by Equinox Gold Shareholders and duly appointed proxyholders in person at, or by proxy prior to, the Meeting. See “The Arrangement – Required Approvals – Shareholder Approvals”.

 

•

Deal protections and right to match. The Arrangement Agreement contains customary non-solicitation covenants restricting Orla’s ability to solicit alternative transactions and provides Equinox Gold with the right to match any unsolicited Acquisition Proposal that constitute a Superior Proposal prior to the approval of the Share Issuance Resolution and the Acquisition Proposal Resolution by Equinox Gold Shareholders and Orla Shareholders, respectively. In addition, the Equinox Gold Board considered the amount of the Termination Fee payable to Equinox Gold in certain circumstances, including where Orla terminates the Arrangement Agreement in response to a Superior Proposal, to be reasonable in the circumstances. See “The Arrangement Agreement – Non-Solicitation Covenants and Right to Match” and “The Arrangement Agreement – Expenses and Termination Fees”.

The Equinox Gold Board also considered a number of potential risks in respect of the Arrangement, including:

 

•

Risk of non-completion. The risks to Equinox Gold if the Arrangement is not completed, including the costs to Equinox Gold in resources and management attention in pursuing the Arrangement and the restrictions on the conduct of business prior to the completion of the Arrangement.

 

•

Termination rights. The right of Orla to terminate the Arrangement Agreement under certain limited circumstances.

 

•

Required approvals. The potential risk of not obtaining certain approvals required to complete the Arrangement, including from the Court, Orla Shareholders, Equinox Gold Shareholders or the Key Regulatory Approvals.

 

•

Termination fee. The Termination Fee that may become payable to Orla in certain circumstances, including if Equinox Gold enters into an agreement with a third party in respect of a Superior Proposal.

 

•

Foreign country and political risk. Although the Arrangement does not introduce Equinox Gold to new foreign jurisdictions, it may increase Equinox Gold’s exposure to risks associated with operations and projects in foreign jurisdictions where it already operates, including political and economic instability, changes in laws and regulations, permitting and regulatory matters, existing or future investigations, proceedings, claims and any relating remediation obligations.

Equinox Gold’s Board considered market reaction following announcement of the Arrangement, including the trading performance of Equinox Gold Shares and Orla Shares relative to broader commodity and gold equity market conditions, as one factor among the broader strategic, financial, operational and execution considerations described in this Circular. The Equinox Gold Board did not view short-term trading performance as determinative of the long-term merits of the Arrangement.

The Equinox Gold Board recognized that there may be additional risks associated with the Arrangement that are not presently known, and that such risks may arise following completion of the Arrangement. The Equinox Gold Board determined that the depth of experience and operational capabilities of Equinox Gold’s management team position Equinox Gold to effectively identify, navigate, and address any such risks. The Equinox Gold Board concluded that the anticipated

 

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benefits of the Arrangement to Post-Arrangement Equinox Gold and to Equinox Gold Shareholders outweigh such known and potential risks.

Equinox Gold 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. See “General Matters – Forward-Looking Information” and “Risk Factors” in this Circular.

The information and factors described above and considered by the Equinox Gold Board in reaching the Equinox Gold Board Recommendation are not intended to be exhaustive, but include material factors considered by the Equinox Gold Board. In its evaluation of the Arrangement and in reaching the Equinox Gold Board Recommendation, the Equinox Gold Board did not quantify or otherwise attempt to assign any relative or specific weights to the foregoing factors, and individual directors may have assigned different weightings to different factors.

Exchange Ratio Consideration

Equinox Gold’s Board and management team believe that Post-Arrangement Equinox Gold is expected to deliver greater value to Equinox Gold Shareholders across a number of metrics than could be achieved on a standalone basis. In reaching its determination, the Equinox Gold Board considered, among other things, the Exchange Ratio of 1.00 Equinox Gold Share for each Orla Share and the relative trading prices of Equinox Gold Shares compared to Orla Shares on the TSX over recent periods.

The Equinox Gold Board also reviewed the relative contributions of Equinox Gold and Orla to the Post-Arrangement Equinox Gold portfolio, including metrics such as current production, operating margins and cash flow, exploration upside, and potential for future production growth, in determining whether the Exchange Ratio is fair, from a financial point of view, to Equinox Gold.

The Equinox Gold Board considered the implied premium of the Exchange Ratio compared to a range of pricing time periods for the Equinox Gold Shares and Orla Shares as at May 12, 2026.

 

Implied Premiums
Spot		2.6%
5-Day VWAP		0.9%
20-Day VWAP		1.4%
30-Day VWAP		(3.3)%

BMO Fairness Opinion

The Company retained BMO Capital Markets to deliver an opinion to the Equinox Gold Board as to whether the Exchange Ratio is fair, from a financial point of view, to the Company. In connection with its engagement, BMO Capital Markets reviewed and analyzed information relating to the business, operations, financial performance and prospects of Equinox Gold and Orla, as well as the industry in which they operate. In addition, BMO Capital Markets reviewed financial, market and industry information and conducted such other analyses as it determined relevant and appropriate in the circumstances.

On May 12, 2026, BMO Capital Markets delivered its oral opinion to the Equinox Gold Board, and subsequently confirmed in writing, to the effect that as at 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 Gold.

 

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The full text of the BMO Fairness Opinion, setting out among other things, the assumptions made, matters considered, information reviewed and limitations and qualifications on the review undertaken by BMO Capital Markets in connection with the BMO Fairness Opinion, is attached as “Schedule “C”– BMO Fairness Opinion” to this Circular. The summary of the BMO Fairness Opinion described in this Circular is qualified in its entirety by reference to the full text of the BMO Fairness Opinion. Equinox Gold Shareholders are encouraged to review the BMO Fairness Opinion carefully and in its entirety.

Pursuant to its engagement letter with BMO Capital Markets, Equinox Gold has agreed to pay BMO Capital Markets fees for its services as financial advisor (a substantial portion of which is contingent on the successful completion of the Arrangement), including a fixed fee for the BMO Fairness Opinion (which is not contingent on the substance of or conclusions reached in the BMO Fairness Opinion or the completion of the Arrangement). The Company has also agreed to reimburse BMO Capital Markets for its reasonable expenses incurred in connection with its services and to indemnify BMO Capital Markets against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement or the conclusions reached in the BMO Fairness Opinion.

The BMO Fairness Opinion is not a recommendation to any Equinox Gold Shareholder as to how to vote or act on any matter relating to the Arrangement. The BMO Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Arrangement.

The Equinox Gold Board did not rely on any single methodology in isolation, but considered the BMO Capital Markets analysis in light of the strategic, operational and execution factors described in this Circular. The BMO Fairness Opinion is only one factor that was taken into consideration by the Equinox Gold Board in making its determination to recommend that the Equinox Gold Shareholders vote IN FAVOUR OF the Share Issuance Resolution. See “Background to the Arrangement & Recommendations – Reasons for the Arrangement”.

CIBC Fairness Opinion

The Company retained CIBC World Markets to deliver an opinion to the Equinox Gold Board as to whether the Exchange Ratio is fair, from a financial point of view, to the Company. In connection with its engagement, CIBC World Markets reviewed and analyzed information relating to the business, operations, financial performance and prospects of Equinox Gold and Orla, as well as the industry in which they operate. In addition, CIBC World Markets reviewed financial, market and industry information and conducted such other analyses as it determined relevant and appropriate in the circumstances.

CIBC World Markets also reviewed the relative contributions of Equinox Gold and Orla to the Post-Arrangement Equinox Gold portfolio, including metrics such as current production, operating margins and cash flow, exploration upside, and potential for future production growth, in determining whether the Exchange Ratio is fair, from a financial point of view, to Equinox Gold.

On May 12, 2026, CIBC World Markets delivered its oral opinion to the Equinox Gold Board, and subsequently confirmed in writing, to the effect that as at 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 Gold.

The full text of the CIBC Fairness Opinion, setting out among other things, the assumptions made, matters considered, information reviewed and limitations and qualifications on the review undertaken by CIBC World Markets in connection with the CIBC Fairness Opinion, is attached as “Schedule “E”– CIBC Fairness Opinion” to this Circular. The summary of the CIBC Fairness Opinion described in this Circular is qualified in its entirety by reference to the full text of the CIBC Fairness Opinion. Equinox Gold Shareholders are encouraged to review the CIBC Fairness Opinion carefully and in its entirety.

 

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Pursuant to its engagement letter with CIBC World Markets, Equinox Gold has agreed to pay CIBC World Markets fees for its services as financial advisor, including a fixed fee for the CIBC Fairness Opinion (which is not contingent on the substance of or conclusions reached in the CIBC Fairness Opinion or the completion of the Arrangement). The Company has also agreed to reimburse CIBC World Markets for its reasonable expenses incurred in connection with its services and to indemnify CIBC World Markets against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement or the conclusions reached in the CIBC Fairness Opinion.

The CIBC Fairness Opinion is not a recommendation to any Equinox Gold Shareholder as to how to vote or act on any matter relating to the Arrangement. The CIBC Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Arrangement.

The Equinox Gold Board did not rely on any single methodology in isolation in making its recommendation, but considered the CIBC World Markets analysis in light of the strategic, operational and execution factors described in this Circular. The CIBC Fairness Opinion is only one factor that was taken into consideration by the Equinox Gold Board in making its determination to recommend that the Equinox Gold Shareholders vote IN FAVOUR OF the Share Issuance Resolution. See “Background to the Arrangement & Recommendations – Reasons for the Arrangement”.

Recommendation of the Board

The Equinox Gold Board, after careful consideration, including a thorough review of the Arrangement Agreement and after receiving the oral fairness opinions of BMO Capital Markets and CIBC World Markets delivered to the Equinox Gold Board (which were subsequently confirmed in writing), as well as a thorough review of other matters, including those discussed in this Circular, has unanimously: (i) determined that the Arrangement and the entry into the Arrangement Agreement are in the best interests of Equinox Gold; (ii) determined that the Consideration is fair to Equinox Gold; (iii) approved the Arrangement Agreement and the transactions contemplated thereby; and (iv) resolved to recommend that Equinox Gold Shareholders vote in favour of the Share Issuance Resolution (collectively, the Equinox Gold Board Recommendation). See “Background to the Arrangement & Recommendations – Reasons for the Arrangement”, “Risk Factors” and “Schedule “C”– BMO Fairness Opinion” and “Schedule “E”– CIBC Fairness Opinion”.

 

THE ARRANGEMENT

Procedural Steps

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

 

(i)

the Arrangement Resolution must be approved by 662/3% of Orla Shareholders at the Orla Meeting in the manner required by the Interim Order and applicable Laws;

 

(ii)

the Share Issuance Resolution must be approved by a simple majority of Equinox Gold Shareholders at the Meeting in the manner required by applicable Laws;

 

(iii)

the Arrangement must be approved by the Court;

 

(iv)

all conditions precedent to the Arrangement set forth in the Arrangement Agreement, including that all Key Regulatory Approvals are obtained, must be satisfied or waived by the appropriate Party; and

 

(v)

the Final Order and related documents, in the form prescribed by the CBCA, must be filed with the Director.

 

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There is no assurance that the conditions set out in the Arrangement Agreement will be satisfied or waived on a timely basis or at all. See “Risk Factors – Risk Factors Relating to the Arrangement”.

Effects of the Arrangement

General

The purpose of the Arrangement is to effect the business combination of Equinox Gold and Orla through the acquisition by Equinox Gold of all the issued and outstanding Orla Shares. The Arrangement will be implemented by way of a Court-approved Plan of Arrangement under the CBCA in accordance with the terms of the Arrangement Agreement. For a detailed description of the steps that will occur under the Plan of Arrangement on the Effective Date, assuming all conditions to the implementation of the Arrangement have been satisfied or waived, please see the full text of the Plan of Arrangement attached as “Schedule “B” – Plan of Arrangement” to this Circular.

The Arrangement will result in the issuance of:

 

•

1.00 Equinox Gold Share and a cash payment of $0.0001 to each Orla Shareholder (excluding Dissenting Orla Shareholders) for each Orla Share held immediately prior to the Effective Time (which includes Orla Shares resulting from the settlement of all issued and outstanding Orla RSUs and Orla DSUs into Orla Shares immediately prior to such exchange); and

 

•

cash payments by Orla, upon the vesting and settlement of all Orla PSUs outstanding immediately prior to the Effective Time.

In addition, the Company expects to issue additional Equinox Gold Shares following completion of the Arrangement upon the exercise, conversion or settlement of the Orla Convertible Securities, as applicable.

No fractional Equinox Gold Shares will be issued in connection with the Arrangement. Instead, in the event that a former Orla Shareholder would otherwise be entitled to a fractional Consideration Share or a fraction of an Equinox Gold Share on any particular exercise, conversion or settlement of an Orla Convertible Security, as applicable, the number of Equinox Gold Shares to be issued to such Orla Shareholder will be rounded down to the nearest whole Equinox Gold Share, without additional compensation.

The issuance of the Equinox Gold Shares pursuant to the Arrangement, and the Arrangement itself, will not result in a material impact on the control or direction over Equinox Gold.

The adjustment of Orla Options, Orla Warrants and Orla Notes pursuant to the Arrangement is intended to preserve the economic position of holders of those securities in connection with the Arrangement and does not provide for superior voting rights or a new equity compensation plan for Equinox Gold Shareholders to approve at the Meeting.

Orla Shares

Under the terms of the Arrangement, each Orla Share outstanding at the Effective Time (other than Orla Shares held by Dissenting Orla Shareholders) will be deemed to be transferred to the Company in exchange for the Consideration. The Exchange Ratio implies a consideration of approximately C$20.28 (or $14.80) per Orla Share based on the closing price of the Equinox Gold Shares of C$20.28 on the TSX and $14.80 on the NYSE American on May 12, 2026 (being the last trading day prior to the announcement of the Arrangement).

Each Orla Share held by Dissenting Orla Shareholders will be deemed to have been transferred to Orla (free and clear of any encumbrances), without any further act or formality, and such Dissenting Orla Shareholders will cease to have any rights as an Orla Shareholder other than the right to be paid the fair value for their Orla Shares by Orla.

 

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As at the Record Date there were 375,312,739 Orla Shares outstanding. Accordingly, it is expected that 377,029,979 Equinox Gold Shares will be issuable as a portion of the Consideration for the Orla Shares, assuming: (i) there are no Dissenting Orla Shareholders; (ii) no additional Orla Shares are issued prior to the Effective Date; and (iii) settlement of all Orla RSUs and Orla DSUs outstanding as at the Effective Time.

The Plan of Arrangement provides that Orla Shares not deposited together with a duly completed Letter of Transmittal and all other required documents on or before the sixth anniversary of the Effective Date will be automatically cancelled without any repayment of capital in respect thereof.

Orla RSUs and Orla DSUs

All Orla RSUs and Orla DSUs outstanding will be deemed to be fully vested and settled immediately prior to the Effective Time by Orla in Orla Shares in accordance with the terms of the Orla RSU Plan and the Orla DSU Plan, respectively. Pursuant to the Arrangement the Orla Shares issued for each Orla RSU and Orla DSU prior to the Effective Time will then be exchanged for the Consideration.

As at the Record Date there were an aggregate of 837,219 issued and outstanding Orla RSUs and 880,021 issued and outstanding Orla DSUs. Accordingly, Equinox Gold has determined to seek approval for up to an aggregate of 1,717,240 Equinox Gold Shares to be issued as Consideration Shares for such Orla RSUs and Orla DSUs.

Orla PSUs

All Orla PSUs outstanding immediately prior to the Effective Time, will be deemed to be fully vested with a “Performance Percentage” (as provided for under the Orla PSU Plan) of 100%, and will be transferred to Orla and exchanged for a cash payment to be paid by Orla to holders of such Orla PSUs, net of applicable withholding taxes.

Orla Options

Pursuant to the Plan of Arrangement, each Orla Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall immediately vest to the fullest extent and will remain outstanding in accordance with the terms of the Orla Stock Option Plan. Following the Effective Time, upon exercise of an Orla Option, such Orla Option shall entitle the holder to receive such number of Equinox Gold Shares equal to the product of: (i) the number of Orla Shares subject to such Orla Options immediately prior to the Effective Time; multiplied by (ii) the Exchange Ratio.

The exercise price per Equinox Gold Share subject to an Orla Option shall be an amount equal to the quotient of: (i) the exercise price per Orla Share subject to each such Orla Option immediately before the Effective Time; divided by (ii) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Orla Options shall be rounded up to the nearest whole cent.

Orla Options shall be exercisable until the original applicable expiry date of such Orla Options, except that the term of any Orla Option held by or on behalf of an individual that will not be continuing as a director, officer, employee or consultant of Equinox Gold following 30 days after the Effective Date shall be the lesser of (i) the current expiry date of the Orla Option; and (ii) the date that is 12 months following the Effective Date, provided that in no case shall the term of an Orla Option exceed the maximum term allowable by the TSX.

Holders of Orla Options will be advised that securities issuable upon the exercise of the Orla Options in the U.S. or by a person in the U.S., if any, will be “restricted securities” within the meaning of Rule 144 under the 1933 Act, and may be issued only pursuant to an effective registration statement or a then available exemption from the registration requirements of the 1933 Act and applicable state securities Laws. As necessary, the Company will register the Equinox Gold Shares issuable upon exercise of the Orla Options with the SEC under the 1933 Act on Form S-8 or another applicable

 

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form, and use its reasonable efforts to maintain the effectiveness of such registration statement for as long as any Orla Options remain outstanding.

As at the Record Date, there were 1,995,044 Orla Options issued and outstanding. As such, based upon the Exchange Ratio, up to 1,995,044 Equinox Gold Shares may be issued either: (i) in exchange for Orla Options exercised for Orla Shares prior to the Effective Time pursuant to which such holder will then receive the Consideration; or (ii) upon exercise of an Orla Option following the Effective Time.

Other Orla Convertible Securities

Orla Notes

In accordance with the terms of the Orla Notes, following completion of the Arrangement, each Orla Note will be convertible for the Consideration that the holder would have been entitled to receive under the Arrangement had the holder converted such Orla Note immediately prior to the Effective Time. Such Consideration will be issued in lieu of the Orla Shares otherwise issuable upon conversion of the Orla Note and for the same aggregate consideration payable upon such conversion.

Each Orla Note shall continue to be governed by and be subject to the terms of the applicable Orla Note certificate, subject to any supplemental exercise documents issued by Equinox Gold to holders of Orla Notes to facilitate the exercise of the Orla Notes and the payment of the corresponding portion of the exercise price thereof. Holders of Orla Notes will be advised that securities issuable upon the exercise of the Orla Notes in the U.S. or by a person in the U.S., if any, will be “restricted securities” within the meaning of Rule 144 under the 1933 Act, and may be issued only pursuant to an effective registration statement or a then available exemption from the registration requirements of the 1933 Act and applicable state securities Laws, if any.

As at the Record Date, there were Orla Notes in the aggregate principal amount of $17.3 million issued and outstanding, which are convertible into 3,065,819 Orla Shares. As such, based upon the Exchange Ratio, up to 3,065,819 Equinox Gold Shares are expected to be issued on conversion of the Orla Notes following the Effective Time.

Orla Warrants

In accordance with the terms of the Orla Warrants, following completion of the Arrangement, each Orla Warrant will be convertible for the Consideration that the holder would have been entitled to receive under the Arrangement had the holder converted such Orla Warrant immediately prior to the Effective Time. Such Consideration will be issued in lieu of the Orla Shares otherwise issuable upon conversion of the Orla Warrant and for the same aggregate consideration payable upon such conversion.

Each Orla Warrant shall continue to be governed by and be subject to the terms of the applicable Orla Warrant certificate, subject to any supplemental exercise documents issued by Equinox Gold to Orla Warrantholders to facilitate the exercise of the Orla Warrants and the payment of the corresponding portion of the exercise price thereof. Orla Warrantholders will be advised that securities issuable upon the exercise of the Orla Warrants in the U.S. or by a person in the U.S., if any, will be “restricted securities” within the meaning of Rule 144 under the 1933 Act, and may be issued only pursuant to an effective registration statement or a then available exemption from the registration requirements of the 1933 Act and applicable state securities Laws, if any.

As at the Record Date, there were 30,909,528 Orla Warrants issued and outstanding, which are exercisable for 30,909,528 Orla Shares. As such, based upon the Exchange Ratio, up to 30,909,528 Equinox Gold Shares are expected to be issued upon exercise of the Orla Warrants following the Effective Time.

 

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Orla Bonus Shares

Notwithstanding the terms of the Orla Bonus Share Agreement, the Orla Bonus Shares outstanding immediately prior to the Effective Time shall not settle in accordance with the terms of the Orla Bonus Share Agreement on the occurrence of a Change of Control (as such term is defined in the Orla Bonus Share Agreement) but shall be settled on the date that the holder, Mr. Jeannes, ceases to act as a director of Equinox Gold. The holder will be entitled to receive the Consideration that the holder would have been entitled to receive under the Arrangement, had the Orla Bonus Shares been settled immediately prior to the Effective Time.

The holder will be advised that securities issuable upon the settlement of the Orla Bonus Shares in the U.S. or by a person in the U.S., if any, will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and may be issued only pursuant to an effective registration statement or a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities Laws, if any.

As at the Record Date, there were 500,000 Orla Bonus Shares issued and outstanding, entitling the holder to receive 500,000 Orla Shares. As such, based upon the Exchange Ratio, up to 500,000 Equinox Gold Shares are expected to be issued on the date that the holder ceases to act as a director of Equinox Gold.

Equinox Gold Shares

As at the Record Date, there were 789,157,839 Equinox Gold Shares outstanding and 375,312,739 Orla Shares outstanding. The Share Issuance Resolution authorizes Equinox Gold to issue up to an aggregate of 421,770,377 Equinox Gold Shares (representing approximately 53.4% of the current issued and outstanding Equinox Gold Shares as of the Record Date (on a non-diluted basis)), consisting of up to (i) 377,029,979 Equinox Gold Shares to be issued to Orla Shareholders at the Effective Time (other than Dissenting Orla Shareholders) in exchange for their Orla Shares (which includes estimated Orla Shares resulting from the settlement of all issued and outstanding Orla RSUs and Orla DSUs into Orla Shares immediately prior to such exchange), (ii) 36,470,391 Equinox Gold Shares issuable following the Effective Time on the exercise, conversion or settlement of Orla Options, Orla Notes, Orla Warrants and Orla Bonus Shares, and (iii) 8,270,007 Equinox Gold Shares as a 2% buffer of the foregoing amounts to account for clerical and administrative matters.

In addition, the Company expects to issue additional Equinox Gold Shares following completion of the Arrangement upon the exercise, conversion or settlement of the Orla Convertible Securities, as applicable.

As described above, the actual number of Equinox Gold Shares that will be issued on the Effective Date will depend on the number of Orla Shares issued and outstanding on the Effective Date. Equinox Gold anticipates that immediately following the completion of the Arrangement, current Equinox Gold Shareholders and former Orla Shareholders will own approximately 67% and 33% of the outstanding Equinox Gold Shares on a fully diluted in-the-money basis, respectively, assuming that: (i) there are no Dissenting Orla Shareholders; and (ii) prior to the Effective Date, (a) no additional Equinox Gold security-based compensation awards are issued; and (b) no additional Orla Shares or Orla Convertible Securities are issued.

The Share Issuance Resolution is limited to the issuance of Equinox Gold Shares in connection with the Arrangement, including the issuance of (i) Equinox Gold Shares as consideration for Orla Shares (including Orla Shares issued upon settlement of certain Orla Convertible Securities to be settled for Orla Shares at the effective time of the Arrangement), and (ii) any Equinox Gold Shares issuable in connection with the exercise or settlement of certain Orla Convertible Securities adjusted to be exercisable or settled for Equinox Gold Shares following the effective time of the Arrangement as contemplated by the Plan of Arrangement. The Share Issuance Resolution does not authorize a new class of shares, superior voting rights, or a discretionary financing unrelated to the Arrangement.

 

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Plan of Arrangement

The Plan of Arrangement sets out the steps and actions by which the Arrangement will be effected. The following is a summary only of the steps that will occur under the Plan of Arrangement on the Effective Date if all conditions to the completion of the Arrangement have been satisfied or waived. The following description of steps is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as “Schedule “B” – Plan of Arrangement” to this Circular.

Pursuant to the Plan of Arrangement, commencing at the Effective Time, the following will occur and will be deemed to occur in the following order without any further authorization, act or formality:

 

(a)

each Orla RSU outstanding immediately prior to the Effective Time, whether vested or unvested, shall be deemed to be immediately vested to the fullest extent and shall settle in Orla Shares. Such Orla Shares shall be exchanged for the Consideration pursuant to the Plan of Arrangement, and each such Orla RSU shall be immediately cancelled by Orla and the holders of such Orla RSUs shall cease to be holders thereof and to have any rights as holders of Orla RSUs;

 

(b)

each Orla DSU outstanding immediately prior to the Effective Time, whether vested or unvested, shall be deemed to be immediately vested to the fullest extent and shall settle in Orla Shares. Such Orla Shares shall be exchanged for the Consideration pursuant to the Plan of Arrangement, and each such Orla DSU shall be immediately cancelled by Orla and the holders of such Orla DSUs shall cease to be holders thereof and to have any rights as holders of Orla DSUs;

 

(c)

each Orla PSU outstanding immediately prior to the Effective Time, whether vested or unvested, shall be deemed to be immediately vested with a “Performance Percentage” (as provided for under the Orla PSU Plan) of 100% transferred by the holder thereof to Orla and cancelled by Orla in exchange for a cash payment by Orla (using Orla’s own funds not funds directly or indirectly provided by Equinox Gold or its affiliates) equal to the amount of the Market Price (as defined in the Orla PSU Plan);

 

(d)

immediately prior to the exchange set forth in the Plan of Arrangement, each Orla Share held by a Dissenting Orla Shareholder shall be transferred by the holder thereof, without any further act or formality on its part, to Orla and cancelled, and Orla shall thereupon be obligated to pay the amount therefor determined and payable in accordance with the Plan of Arrangement. Such Dissenting Orla Shareholder shall cease to be the holder of such Dissent Share and to have any rights as an Orla Shareholder other than the right to be paid the fair value by Orla for such Orla Shares;

 

(e)

each outstanding Orla Share (excluding any Dissent Share or any Orla Shares held by Equinox Gold or its affiliates, but including any Orla Shares issued pursuant to the Plan of Arrangement) shall be deemed to be transferred and assigned by the holder thereof, without further act or formality on its part, to Equinox Gold in exchange for the Consideration, and each holder of such Orla Shares shall cease to be the holder thereof and to have any rights as an Orla Shareholder other than the right to be paid the Consideration per Orla Share;

 

(f)

each Orla Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall fully vest, and such Orla Option shall remain outstanding in accordance with the terms of the Orla Stock Option Plan. Following the Effective Time, upon exercise of such Orla Option, such Orla Option shall entitle the holder to receive, pursuant to the terms of the Orla Option and in accordance with the terms of the Orla Stock Option Plan, the number of Equinox Gold Shares equal to the product of: (i) the number of Orla Shares subject to such Orla Options immediately prior to the Effective Time; multiplied by (ii) the Exchange Ratio. The exercise price per Equinox Gold Share after the Effective Time shall be an amount equal to the quotient of: (i) the

 

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exercise price per Orla Share subject to each such Orla Option immediately before the Effective Time; divided by (ii) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Orla Options shall be rounded up to the nearest whole cent. The Orla Option shall be exercisable until the original expiry date of the Orla Option, except that the term of any Orla Option held by or on behalf of an individual that will not be continuing as a director, officer, employee or consultant of Equinox Gold following 30 days after the Effective Date shall be the lesser of (i) the current expiry date of the Orla Option; and (ii) the date that is 12 months following the Effective Date;

 

(g)

all Orla Shares held by Equinox Gold shall be, and shall be deemed to be, transferred to Acquiror Holdco in exchange for common shares in the capital of Acquiror Holdco (Acquiror Holdco Shares). Equinox Gold and Acquiror Holdco will jointly file an election under section 85 of the Tax Act with an agreed amount not exceeding the adjusted cost base (as defined in the Tax Act) of the Orla Shares transferred to Acquiror Holdco; and

 

(h)

on the date that is two Business Days after Orla files a valid T2067 election under subsection 89(1) of the Tax Act to cease to be a “public corporation” for purposes of the Tax Act, Acquiror Holdco and Orla shall amalgamate (the Amalgamation) to form one corporate entity with the same effect as if they were amalgamated under section 181 of the CBCA, except that the separate legal existence of Orla will not cease and Orla will survive the Amalgamation as Amalco.

No fractional Equinox Gold Shares will be issued in connection with the Plan of Arrangement. The number of Equinox Gold Shares to be issued will be rounded down to the nearest whole number of Equinox Gold Shares in the event that any person would otherwise be entitled to a fractional Equinox Gold Share.

Required Approvals

Shareholder Approvals

Equinox Gold Shareholder Approval

Pursuant to section 611(c) of the TSX Company Manual, the TSX requires shareholder approval in circumstances where the number of securities issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis. At the Meeting, Equinox Gold Shareholders will be asked to approve the Share Issuance Resolution authorizing the issuance of up to 421,770,377 Equinox Gold Shares in connection with the Arrangement, representing approximately 53.4% of the 789,157,839 issued and outstanding Equinox Gold Shares as of the Record Date (on a non-diluted basis).

The full text of the Share Issuance Resolution is set out in “Schedule “A” – Share Issuance Resolution”. Also see “The Arrangement – Effects of the Arrangement”.

Accordingly, the TSX requires that the Share Issuance Resolution must be approved at the Meeting by a simple majority of the votes cast on the Share Issuance Resolution by Equinox Gold Shareholders, being all votes cast by Equinox Gold Shareholders and duly appointed proxyholders in person at, or by proxy prior to, the Meeting. If the Share Issuance Resolution is not approved by Equinox Gold Shareholders, the Company will not be able to satisfy the listing requirements of the TSX, and the Arrangement will not proceed.

 

 

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The TSX will generally not require further shareholder approval for the issuance of up to an additional 105,442,594 Equinox Gold Shares, such number being 25% of the number of Equinox Gold Shares approved by Equinox Gold Shareholders for the Arrangement. Any such additional Equinox Gold Shares would be issuable only in connection with the Arrangement and would rank equally with the existing Equinox Gold Shares. The Share Issuance Resolution does not authorize Equinox Gold to issue Equinox Gold Shares for purposes unrelated to the Arrangement without any approval that may otherwise be required under applicable Law or stock exchange rules.

Notwithstanding the approval of the Share Issuance Resolution by Equinox Gold Shareholders at the Meeting, the Share Issuance Resolution authorizes the Equinox Gold Board, without further notice to or approval of the Equinox Gold Shareholders, to elect not to proceed with the Arrangement, terminate the Arrangement Agreement in accordance with its terms or to revoke and not give effect to the Share Issuance Resolution.

Orla Shareholder Approval

It is a condition to completion of the Arrangement that the Arrangement Resolution be approved at the Orla Meeting.

Pursuant to the terms of the Interim Order, the Arrangement Resolution must be approved at the Orla Meeting by at least 66 ²⁄₃% of the votes cast by all Orla Shareholders present in person or represented by proxy and entitled to vote at the Orla Meeting.

Court Approvals

Interim Order

On June 19, 2026, the Court granted the Interim Order which provides for the calling, holding and conduct of the Orla Meeting and other procedural matters.

Final Order

The CBCA provides that a plan of arrangement requires Court approval. Subject to the terms of the Arrangement Agreement and the Interim Order, if the Share Issuance Resolution and the Arrangement Resolution are approved at the Meeting and the Orla Meeting, respectively, Orla intends to make an application to the Court for the Final Order.

The Court hearing in respect of the Final Order is expected to take place on July 28, 2026, at the courthouse at 800 Smithe Street, Vancouver, British Columbia at 9:45 a.m. (Pacific Time), or as soon thereafter as counsel may be heard. The Court has broad discretion under the CBCA when making orders with respect to plans of arrangement. At the Final Order hearing, the Court will consider, among other things, the fairness of the terms and conditions of the Arrangement, both from a substantive and a procedural point of view, and the rights and interests of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. If the Court approves the Arrangement with amendments, depending on the nature of the amendments, Equinox Gold or Orla may elect not to complete the Arrangement. There can be no assurance that the Court will approve the Arrangement.

Stock Exchange Listings

Orla is a reporting issuer under the Canadian Securities Laws of each province and territory of Canada. The Orla Shares are listed and posted for trading on the TSX under the symbol “OLA” and on the NYSE American under “ORLA”.

On May 12, 2026, the last trading day prior to announcement of the Arrangement, the closing price of the Orla Shares on the TSX was C$19.77 and on the NYSE American was $14.47. On June 15, 2026, the closing price of the Orla Shares on the TSX was C$15.82 and on the NYSE American was $11.20.

 

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As soon as practicable following completion of the Arrangement, Equinox Gold intends to apply to applicable Canadian Securities Regulators to have Orla cease to be a reporting issuer and to the TSX and NYSE American to have the Orla Shares delisted from the TSX and NYSE American, respectively.

Equinox Gold is a reporting issuer under the Canadian Securities Laws of each province and territory of Canada. The Equinox Gold Shares are listed on the TSX under the trading symbol “EQX” and on the NYSE American under the symbol “EQX”.

Equinox Gold has applied to list and post for trading the Consideration Shares on the TSX and NYSE American, and has received conditional approval from the TSX. It is a condition to completion of the Arrangement that the TSX will have conditionally approved the listing of the Consideration Shares, subject to satisfaction of standard listing conditions, and that the NYSE American must have approved the listing of the Consideration Shares.

For information with respect to the trading history of the Orla Shares and Equinox Gold Shares, see “Price Range and Trading Volumes of Orla Shares” and “Market for Securities – Price Range and Trading Volumes of Equinox Gold Shares”, in “Schedule “H” – Information Concerning Orla” and “Schedule “G” – Information Concerning Equinox Gold” attached to this Circular, respectively.

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 Transaction). 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 section 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.

The transactions contemplated by the Arrangement Agreement constitute a Notifiable Transaction, and as such, the Parties must comply with the merger notification provisions of Part IX of the Competition Act (Notification).

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 section 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 notified 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 (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

 

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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 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.

Pursuant to the Arrangement Agreement, the Parties submitted a request for an Advance Ruling Certificate to the Commissioner on May 15, 2026. On June 1, 2026, the Commissioner issued a No Action Letter to the Parties and waived the obligation to file and, as such, the Canadian Competition Approval has been obtained.

Mexican CNA Approval

Pursuant to Mexican Antitrust Law, concentrations that satisfy 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 prior to obtaining such authorization will have no legal effect and will be deemed null and void. Pursuant to the Arrangement Agreement, the authorization of the CNA is a mutual condition to the completion of the Arrangement.

The steps to obtain authorization from the CNA under Mexican Antitrust Law are substantially as follows:

 

(a)

The Parties must submit a pre-merger notice, together with all required accompanying documentation, to the CNA.

 

(b)

If, in the CNA’s discretion, the information delivered by the Parties is incomplete pursuant to the requirements set forth in Mexican Antitrust Law, the CNA may, within 10 business days following the filing, request any supplemental information or documentation that it deems necessary to conduct its analysis. The Parties will have 10 business days to submit such supplemental information to the CNA. Such 10 business day period may be extended by the Parties, upon approval of the CNA.

 

(c)

If the Parties fail to timely submit the information requested by the CNA, the CNA will declare, within 10 business days, that the pre-merger notice was not duly filed. Upon such declaration, the Parties must restart the notification process.

 

(d)

Once the filing is deemed to include all necessary documentation and information, the CNA may request, in its sole discretion, additional information within 15 business days to support its substantive assessment. The Parties must submit any additional information requested by the CNA within 15 business days following receipt of such request. This period may also be extended by the Parties and upon the approval of the CNA to provide additional time to file the requested information and documentation.

 

(e)

If the CNA believes that the Arrangement raises antitrust concerns, it must notify the Parties at least 10 business days prior to the date on which the matter will be listed for discussion by the Board of Commissioners of the CNA. The Parties must file a proposal to address such antitrust concerns within one business day following the date on which the matter is scheduled for discussion before the Board of Commissioners of the CNA.

 

(f)

Prior to issuing its decision, the CNA may request that the Parties submit proposed remedies or actions for its approval. In all cases, the proposed remedies or actions must be submitted during the review process, and

 

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the applicable time periods will restart as of the date the proposed mitigating actions are submitted to the CNA.

 

(g)

The CNA must issue its decision no later than 30 business days following the date on which both the initial submission and the relevant case file (including the Parties’ responses to all requests for information from the CNA and other supplementary information filed) are deemed complete and sufficient. In complex transactions, this period may be extended for an additional 20 business days. The CNA has discretion to request additional information and documentation, as often as it deems necessary, to complete its analysis.

 

(h)

If the CNA does not issue a formal decision within the 30 business day period, the transactions contemplated by the Arrangement Agreement will be deemed authorized. The CNA may authorize, object to or condition the transactions contemplated by the Arrangement Agreement on the completion of certain remedies or actions.

 

(i)

The clearance notice provided by the CNA authorizing the consummation of the transactions contemplated by the Arrangement Agreement will remain valid for six calendar months, which may be extended for an additional six calendar months upon request by the Parties. The Parties must inform the CNA of the closing of the transactions contemplated by the Arrangement Agreement within 30 business days.

On May 20, 2026, the Parties filed a pre-merger notification 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 Mexican CNA Approval required under the Arrangement Agreement has not yet been obtained. The Parties note that there may be changes to the above in accordance with reforms to the constitution and secondary laws that are being carried out in the Congress of Mexico.

Directors

Following completion of the Arrangement, the Post-Arrangement Equinox Gold Board will be chaired by Mr. Jeannes, the current Chair of the Orla Board, and will have 11 directors, comprising six directors from Equinox Gold and five directors from Orla. Ross Beaty, current Chair of the Equinox Gold Board, will assume the role of Chair Emeritus and special advisor to the Post-Arrangement Equinox Gold Board. See “Executive Officers and Directors of Post-Arrangement Equinox Gold – Directors” in “Schedule “I”– Information Concerning Post-Arrangement Equinox Gold” attached to this Circular.

Employment Matters

Pursuant to the Arrangement Agreement, the management team of Post-Arrangement Equinox Gold will include executives from both Equinox Gold and Orla. Darren Hall, Equinox Gold’s current Chief Executive Officer, will remain as Chief Executive Officer and Jason Simpson, Orla’s current President and Chief Executive Officer, will join Post-Arrangement Equinox Gold as President.

Timing

If Equinox Gold and Orla receive the Orla Shareholder Approval at the Orla Meeting and the Equinox Gold Shareholder Approval at the Meeting, Orla will, as soon as reasonably practicable and in any event within four Business Days thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order. If the Final Order is obtained on July 28, 2026 in form and substance satisfactory to Equinox Gold and Orla, and all other conditions set forth in the Arrangement Agreement are satisfied or waived, the Arrangement will become effective at 12:01 a.m. (Pacific Time) on the Effective Date. It is currently expected that the Effective Date will occur in the third quarter of 2026, and in no event will completion of the Arrangement occur later than November 12, 2026, unless extended by mutual agreement of the Parties in accordance with the terms of the Arrangement Agreement.

 

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Interest of Directors and Executive Officers in the Arrangement

To the knowledge of Equinox Gold, none of the directors and executive officers of the Company, or any of their respective affiliates, have any material interest in the Arrangement or the Share Issuance Resolution that differs from the interests of Equinox Gold Shareholders generally. As at June 15, 2026: (i) Equinox Gold did not beneficially own or exercise control or direction over, directly or indirectly, any Orla Shares; and (ii) to the knowledge of the Company, the directors and executive officers of Equinox Gold did not beneficially own or exercise control or direction over, directly or indirectly, any Orla Shares.

Also see “Interest of Informed Persons in Material Transactions” below.

Securities Laws Matters

Canada

The Equinox Gold Shares distributed pursuant to the Arrangement will be issued in reliance on exemptions from the prospectus requirements of applicable Canadian Securities Laws, will generally be “freely tradable” and the resale of such Equinox Gold Shares will be exempt from the prospectus requirements (and not subject to any “restricted period” or “hold period”) under applicable Canadian Securities Laws if the following conditions are met: (i) the trade is not a control distribution (as defined under applicable Canadian Securities Laws); (ii) no unusual effort is made to prepare the market or to create a demand for Equinox Gold Shares; (iii) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (iv) if the selling shareholder is an insider or an officer of Equinox Gold, the selling securityholder has no reasonable grounds to believe that Equinox Gold is in default of securities legislation.

United States

The issuance of the Equinox Gold Shares to Orla Shareholders in exchange for Orla Shares pursuant to the Arrangement have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States. Such securities will be issued in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable U.S. state securities Laws. The Section 3(a)(10) Exemption exempts the issuance of securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the 1933 Act where the terms and conditions of the issuance and exchange of such securities have been determined to be substantively and procedurally fair to the persons to whom the securities will be issued by a court of competent jurisdiction, expressly authorized by Law to grant such approval, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Court granted the Interim Order on June 19, 2026 and, subject to the approval of the Arrangement Resolution by Orla Shareholders and of the Share Issuance Resolution by Equinox Gold Shareholders, a hearing on the Arrangement will be held on or about July 28, 2026 by the Court. Accordingly, the Final Order, if granted, will constitute a basis for the Section 3(a)(10) Exemption from the registration requirement of the 1933 Act. See “The Arrangement – Court Approval”. The issuance of the Consideration Shares to Orla Shareholders in exchange for the Orla Shares pursuant to the Arrangement will, therefore, be exempt from registration under the 1933 Act pursuant to the Section 3(a)(10) Exemption.

The Consideration Shares to be received by Orla Shareholders upon completion of the Arrangement may be resold without restriction under the 1933 Act, except by persons who are “affiliates” (as defined in Rule 144) of the Company after the Effective Date or who have been affiliates of the Company within 90 days before the Effective Date. Persons who may be deemed to be affiliates of an issuer generally include individuals or entities that 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 principal shareholders of the issuer. Any resale of Consideration Shares by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the 1933 Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may

 

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immediately resell such Consideration Shares outside the United States without registration under the 1933 Act pursuant to and in accordance with Regulation S. Such Consideration Shares may also be resold in transactions completed in accordance with Rule 144 under the 1933 Act, if available.

The Orla Convertible Securities that remain outstanding following the completion of the Arrangement may only be exercised or converted pursuant to an available exemption from the registration requirements of the 1933 Act and applicable state securities Laws or pursuant to a registration statement under the 1933 Act.

The foregoing discussion is only a general overview of certain requirements of United States federal Securities Laws that may be applicable to the resale of Equinox Gold Shares to be received upon completion of the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable U.S. Securities Laws. The foregoing discussion does not address the Canadian Securities Laws that will apply to the issue to, or the resale within Canada of, the Equinox Gold Shares by U.S. shareholders. U.S. shareholders reselling their Equinox Gold Shares in Canada must comply with Canadian Securities Laws, as outlined above under “Securities Law Matters – Canada”.

THE ARRANGEMENT AGREEMENT

General

On May 12, 2026, Equinox Gold and Orla entered into the Arrangement Agreement. The Arrangement Agreement provides for, among other things, the acquisition of all the outstanding Orla Shares by Equinox Gold in exchange for Cash Consideration and Equinox Gold Shares based on the Exchange Ratio.

The Arrangement will be effected in accordance with the Arrangement Agreement which provides for the implementation of the Plan of Arrangement. The Arrangement Agreement contains covenants, representations and warranties of and from each of Equinox Gold and Orla and various conditions precedent, both mutual and with respect to Equinox Gold and Orla individually.

Unless all of such conditions are satisfied or waived by the Party for whose benefit such conditions exist, to the extent they may be capable of waiver, the Arrangement will not proceed as proposed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all.

The following is a summary of certain terms of the Arrangement Agreement and is qualified in its entirety by the full text of the Arrangement Agreement, a copy of which can be found under Equinox Gold’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov, and pursuant to the Plan of Arrangement, the full text of which is attached as “Schedule “B” – Plan of Arrangement” to this Circular. Equinox Gold Shareholders are encouraged to read the Arrangement Agreement and Plan of Arrangement in their entirety.

In reviewing the Arrangement Agreement and this summary, readers are advised that this summary has been included to provide Equinox Gold Shareholders with information regarding the key terms of the Arrangement Agreement and is not intended to provide any other factual information about Equinox Gold, Orla or any of their respective subsidiaries or affiliates. The Arrangement Agreement contains representations and warranties that Orla and Equinox Gold 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 Orla and Equinox Gold and:

 

•

were not intended as statements of fact, but rather as a way of allocating the risk to one of the Parties if those statements prove to be inaccurate;

 

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•

may be subject to important qualifications and limitations agreed to by the Parties in connection with negotiating the terms of the Arrangement Agreement, including by reference to a Material Adverse Effect;

 

•

have been qualified by certain confidential disclosures that were made to the other Party in connection with the negotiation of the Arrangement Agreement, such as, in the case of Orla, disclosures contained in the Orla Disclosure Letter and, in the case of Equinox Gold, disclosures contained in the Equinox Gold Disclosure Letter, and by information contained in certain of Orla’s and Equinox Gold’s public filings with the Canadian Securities Regulators or the SEC, as applicable, which such disclosures are not reflected in the Arrangement Agreement; and

 

•

may apply a contractual standard of materiality that is different from what may be viewed as material by shareholders or other investors generally and reports and documents filed with the Canadian Securities Regulators or the SEC, as applicable.

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, Orla or Equinox Gold, 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 Equinox Gold Shareholder Approval and Orla 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. (Pacific Time) on the Effective Date. It is currently expected that the Effective Date will occur in the third quarter of 2026.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by each Party to the other Party. Those representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications, limitations and exceptions agreed to by the Parties in connection with negotiating its terms and as set out in certain disclosure delivered in connection with the Arrangement Agreement. In particular, some of the representations and warranties are subject to a contractual standard of materiality or Material Adverse Effect different from that generally applicable to public disclosure, or are used for the purpose of allocating risk between the Parties to the Arrangement Agreement. For the foregoing reasons, readers should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by Equinox Gold in favour of Orla relate to, among other things, Equinox Gold Board approval, organization and qualification, authority relative to the Arrangement Agreement, absence of certain violations, capitalization, reporting status and securities Laws matters, ownership of subsidiaries, Equinox Gold public filings, Equinox Gold financial statements, internal controls and financial reporting, corrupt practices legislation, international trade laws, international trade and corrupt practices compliance and policies, books and records, minute books, absence of certain undisclosed liabilities, absence of certain material changes, litigation, Taxes, operational matters, property, First Nations or Aboriginal claims, non-governmental organizations and community groups, title and rights, contracts, permits, intellectual property, environmental matters, mineral reserves and mineral resources, regulatory

 

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matters, employee benefits, issuance of securities in connection with the Arrangement, labour and employment, compliance with Laws, absence of cease trade orders, related party transactions, registration rights, rights of other persons, restrictions on business activities, brokers, insurance, United States securities Laws, compliance with Mexican Antitrust Law, short form prospectus eligibility, arrangements with Orla Shareholders and the Investment Canada Act.

The representations and warranties provided by Orla in favour of Equinox Gold relate to, among other things, Orla Board approval, organization and qualification, authority relative to the Arrangement Agreement, absence of certain violations, capitalization, reporting status and securities Laws matters, ownership of subsidiaries, Orla public filings, Orla financial statements, internal controls and financial reporting, corrupt practices legislation, international trade laws, international trade and corrupt practices compliance and policies, books and records, minute books, absence of certain undisclosed liabilities, absence of certain material changes, litigation, Taxes, operational matters, property, First Nations or Aboriginal claims, non-governmental organizations and community groups, title and rights, contracts, permits, intellectual property, environmental matters, mineral reserves and mineral resources, regulatory matters, employee benefits, labour and employment, compliance with Laws, absence of cease trade orders, related party transactions, registration rights, rights of other persons, restrictions on business activities, brokers, insurance, United States securities Laws, compliance with Mexican Antitrust Law, short form prospectus eligibility and arrangements with Equinox Gold Shareholders.

Covenants

Covenants of Equinox Gold Regarding the Conduct of Business

Equinox Gold has given, in favour of Orla, usual and customary covenants for an agreement of the nature of the Arrangement Agreement. In particular, Equinox Gold has covenanted and agreed that until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except as required or permitted by the Arrangement Agreement, applicable Laws or any Governmental Entities or consented to by Orla in writing, it will, and it will cause each of its Material Subsidiaries to:

 

1.	conduct its business in the ordinary course of business consistent with past practice;

 

2.	preserve, in all material respects, its business operations, organization and material business relationships;

 

3.	defend, in good faith, all material lawsuits against Equinox Gold or its Material Subsidiaries;

 

4.	maintain and preserve the reputation and goodwill of Equinox Gold and any of its Material Subsidiaries;

Until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except (i) with the prior written consent of Orla, (ii) as required or permitted by the Arrangement Agreement, (iii) as set out in the Equinox Disclosure Letter, or (iv) as is required by applicable Law or any Governmental Entity, Equinox Gold will not, nor will it permit any of its Material Subsidiaries to, directly or indirectly:

 

(a)

(i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of Equinox Gold or any of its Material Subsidiaries, or, except as set forth in the Equinox Gold Disclosure Letter, declare, set aside or pay any dividend or other distribution or payment (whether in cash, securities or property or any combination thereof) in respect of the Equinox Gold Shares owned by any person or the securities of any subsidiary owned by a person other than Equinox Gold other than, in the case of any subsidiary wholly-owned by Equinox Gold, any dividends payable to Equinox Gold or any other wholly-owned subsidiary of Equinox Gold, other than regular quarterly dividends declared from time to time by the Equinox Gold Board in the ordinary course provided that the quarterly dividend per Equinox Gold Share is not increased after the date of the Arrangement Agreement; (iii) issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any Equinox Gold Shares or shares of its Material Subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right

 

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to acquire, Equinox Gold Shares or other securities of Equinox Gold or its Material Subsidiaries, other than the following which shall not require prior consent of Orla: (A) the issuance of the Equinox Gold Shares pursuant to the terms of the outstanding Equinox Gold Options, Equinox Gold RSUs, Equinox Gold PSUs, Equinox Gold Convertible Notes or Equinox Gold Warrants; (B) the issuance of Equinox Gold RSUs or Equinox Gold PSUs pursuant to grants for new employees hired from time to time by Equinox Gold in the ordinary course of business and in accordance with Equinox Gold’s long term incentive program; (C) transactions in the ordinary course of business consistent with past practices between two or more Equinox Gold subsidiaries or between Equinox Gold and an Equinox Gold subsidiary; and (D) as required under applicable Law or existing Material Contracts set forth in the Equinox Gold Disclosure Letter; (iv) except as set forth in the Equinox Gold Disclosure Letter, redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of Equinox Gold or any of its subsidiaries; (v) amend the terms of any of its securities; (vi) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Equinox Gold or any of its Material Subsidiaries; or (vii) enter into any agreement with respect to any of the foregoing;

 

(b)

except as set forth in the Equinox Gold Disclosure Letter or in the ordinary course of business consistent with past practice or as otherwise provided for in the Arrangement Agreement: (i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer, any assets, securities, properties, interests or businesses of Equinox Gold or any of its Material Subsidiaries for an amount greater than $30 million, in the aggregate, other than as required under applicable Law or existing Material Contracts set forth in the Equinox Gold Disclosure Letter; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, businesses, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other person, for an amount greater than $15 million, in the aggregate, other than intercompany cash transfers to or between its subsidiaries consistent with past practice; (iii) other than such transactions contemplated in the Equinox Gold Disclosure Letter and borrowings under existing Material Contracts set forth in the Equinox Gold Disclosure Letter, incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person; (iv) pay, discharge or satisfy any material liabilities or obligations; (v) waive, release, grant or transfer any rights of material value; (vi) enter into new commitments of a capital expenditure nature in excess of $30 million, in the aggregate, except in accordance with current approved budgets that have been disclosed to Orla; or (vii) authorize or propose any of the foregoing, or enter into any agreement to do any of the foregoing;

 

(c)

except as set forth in the Equinox Gold Disclosure Letter, in the ordinary course of business consistent with past practice or as otherwise necessary to comply with applicable Laws or Contracts, or in accordance with the Equinox Gold Benefit Plans: (i) grant to any officer, Material Employee or director of Equinox Gold an increase in compensation in any form, or grant any general salary increase; (ii) make any loan to any officer, Material Employee or director of Equinox Gold; (iii) take any action with respect to the grant of any severance, change of control, bonus or termination pay to, or enter into any employment agreement, deferred compensation or other similar agreement (or amend any such existing agreement) with any officer, Material Employee, director or new employee hires of Equinox Gold, other than the declaration and payment of cash bonuses in the ordinary course of business consistent with past practice; (iv) increase any benefits payable under any existing severance or termination pay policies or employment agreements, or adopt or materially amend or make any contribution to any Equinox Gold Benefit Plan or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors, officers or Material Employees or former directors, officers, Material Employees of Equinox Gold; (v) increase bonus levels or other benefits payable to any director, officer or Material Employee of Equinox Gold; or (vi) except as set

 

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forth in the Equinox Gold Disclosure Letter, establish or amend (except as required by applicable Law) any collective bargaining agreement or similar agreement;

 

(d)

except as set forth in the Equinox Gold Disclosure Letter, provide for accelerated vesting, redemption or settlement, removal of restrictions on exercise or conversion, as applicable, of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards), including upon a change of control occurring on or prior to the Effective Time;

 

(e)

except as set forth in the Equinox Gold Disclosure Letter or as provided for in the Equinox Gold Financial Statements, settle, pay, discharge, satisfy, compromise, waive, assign or release, in an amount greater than $25 million, (i) any material action, claim or proceeding brought against Equinox Gold and/or any of its subsidiaries; or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by the Arrangement Agreement or the Plan of Arrangement;

 

(f)

enter into any agreement or arrangement that limits or otherwise restricts in any material respect Equinox Gold or any of its Material Subsidiaries or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect Equinox Gold or any of its Material Subsidiaries from competing in any manner;

 

(g)

waive, release or assign any material rights, claims or benefits of Equinox Gold or any of its Material Subsidiaries of Equinox Gold;

 

(h)

except as set forth in the Equinox Gold Disclosure Letter, enter into any agreement that if entered into prior to the date of the Arrangement Agreement would be a Material Contract of Equinox Gold; or modify, amend in any material respect, transfer or terminate any Material Contract, or waive, release or assign any material rights or claims thereto or thereunder;

 

(i)

take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits or any approvals of or from any Governmental Entity necessary to conduct its businesses as now conducted or as proposed to be conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for approvals;

 

(j)

except in the ordinary course of business, as provided for in the Equinox Gold Financial Statements or as set forth in the Equinox Gold Disclosure Letter, (i) make, change or revoke any material Tax election, other than any election that has yet to be made in respect of any event or circumstance occurring prior to the date of the Arrangement Agreement and which will be made in a manner consistent with the past practice of Equinox Gold and its subsidiaries, as applicable, (ii) materially amend any Return that has been filed on or before the Effective Date, or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in the preparation of Returns for the most recently ended taxation year, except as may be required by applicable Laws, (iii) settle, offer to settle, or compromise any material claim, audit, proceeding, re-assessment or other Tax liability, (iv) agree to an extension or waiver of the limitation period with respect to the assessment, reassessment or determination of Taxes (other than, to the extent applicable, automatic six-month extensions for U.S. federal and applicable state income Returns), (v) enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund, (vi) enter into any Tax sharing, Tax allocation or Tax indemnification agreement; (vii) make a request for a Tax ruling to any Governmental Entity, or (viii) take any action inconsistent with past practice relating to the filing of any Return or the withholding, collecting, remitting and payment of any Tax;

 

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(k)

take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Equinox Gold to consummate the Arrangement or the other transactions contemplated by the Arrangement Agreement; or

 

(l)

agree, resolve or commit to do any of the foregoing.

For the complete text of the applicable Equinox Gold covenants regarding the conduct of business, see section 5.2 of the Arrangement Agreement.

Covenants of Orla Regarding the Conduct of Business

Orla has given, in favour of Equinox Gold, usual and customary covenants for an agreement of the nature of the Arrangement Agreement. In particular, Orla has covenanted and agreed that until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except as required or permitted by the Arrangement Agreement, applicable Laws or any Governmental Entities or consented to by Equinox Gold in writing, it will, and it will cause each of its Material Subsidiaries to:

 

1.	conduct its business in the ordinary course of business consistent with past practices;

 

2.	preserve, in all material respects, its business operations, organization and material business relationships;

 

3.	defend, in good faith, all material lawsuits against Orla or its Material Subsidiaries; and

 

4.	maintain and preserve the reputation and goodwill of Orla and any of its Material Subsidiaries.

Until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except (i) with the prior written consent of Equinox Gold, (ii) as required or permitted by the Arrangement Agreement, (iii) as set out in the Orla Disclosure Letter, or (iv) as is required by applicable Law or Governmental Entity, Orla will not, nor will it permit any of its Material Subsidiaries to, directly or indirectly:

 

(a)

(i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of Orla or any of its Material Subsidiaries, or, except as set forth in the Orla Disclosure Letter, declare, set aside or pay any dividend or other distribution or payment (whether in cash, securities or property or any combination thereof) in respect of the Orla Shares owned by any person or the securities of any subsidiary owned by a person other than Orla, other than, in the case of any subsidiary wholly-owned by Orla, any dividends payable to Orla or any other wholly-owned subsidiary of Orla, other than regular quarterly dividends declared from time to time by the Orla Board in the ordinary course provided that the quarterly dividend per Orla Share is not increased after the date of the Arrangement Agreement; (iii) issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any Orla Shares or shares of Orla’s Material Subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Orla Shares or other securities of Orla or its Material Subsidiaries, other than the following which shall not require the prior consent of Equinox Gold: (A) the issuance of the Orla Shares pursuant to the terms of the outstanding Orla Convertible Securities, including for certainty, the issuance of Orla Shares to settle outstanding Orla RSUs and Orla DSUs up to five (5) business days prior the Effective Date; (B) the issuance of Orla Incentive Securities pursuant to grants for new employee hires from time to time by the Orla in the ordinary course of business and in accordance with its long-term incentive program; (C) transactions in the ordinary course of business consistent with past practices between two or more Orla subsidiaries or between Orla and an Orla subsidiary; and (D) as required under applicable Law or existing Material Contracts set forth in the Orla Disclosure Letter; (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of Orla or any of its subsidiaries; (v) amend the terms of any of its securities; (vi) adopt a plan of liquidation or resolution providing for the

 

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liquidation or dissolution of Orla or any of its Material Subsidiaries; (vii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with IFRS Accounting Standards; or (viii) enter into any agreement with respect to any of the foregoing;

 

(b)

except as set forth in the Orla Disclosure Letter in the ordinary course of business consistent with past practice or as otherwise provided for in the Arrangement Agreement: (i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer, any assets, securities, properties, interests or businesses of Orla or any of its Material Subsidiaries for an amount greater than $30 million, in the aggregate, other than as required under applicable Law or existing Material Contracts set forth in the Orla Disclosure Letter; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, businesses, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other person, for an amount greater than $15 million, in the aggregate, other than intercompany cash transfers to or between its subsidiaries consistent with past practice; (iii) other than such transactions contemplated in the Orla Disclosure Letter and borrowings under existing Material Contracts set forth in the Orla Disclosure Letter, incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person; (iv) pay, discharge or satisfy any material liabilities or obligations; (v) waive, release, grant or transfer any rights of material value; (vi) enter into new commitments of a capital expenditure nature in excess of $30 million, in the aggregate, except in accordance with current approved budgets that have been disclosed to Equinox Gold; or (vii) authorize or propose any of the foregoing, or enter into any agreement to do any of the foregoing;

 

(c)

except as set forth in the Orla Disclosure Letter, in the ordinary course of business consistent with past practice or as otherwise necessary to comply with applicable Laws or Contracts, or in accordance with the Orla Benefit Plans: (i) grant to any officer, Material Employee or director of Orla or any of its subsidiaries an increase in compensation in any form, or grant any general salary increase; (ii) make any loan to any officer, Material Employee, or director of Orla or any of its subsidiaries; (iii) take any action with respect to the grant of any severance, change of control, bonus or termination pay to, or enter into any employment agreement, deferred compensation or other similar agreement (or amend any such existing agreement) with any officer, Material Employee, director or new employee hires of Orla or any of its subsidiaries, other than the declaration and payment of cash bonuses in the ordinary course of business consistent with past practice and the cash settlement of outstanding Orla PSUs by Orla up to five (5) business days prior the Effective Date; (iv) increase any benefits payable under any existing severance or termination pay policies or employment agreements, or adopt or materially amend or make any contribution to any Orla Benefit Plan or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors, officers or Material Employees or former directors, officers, Material Employees of Orla or any of its subsidiaries; (v) increase bonus levels or other benefits payable to any director, officer or Material Employee of Orla or any of its subsidiaries; or (vi) establish or amend (except as required by applicable Law) any collective bargaining agreement or similar agreement;

 

(d)

except as contemplated in the Plan of Arrangement, and except as required for Orla to settle all outstanding Orla RSUs, Orla DSUs and Orla PSUs up to five (5) business days prior the Effective Date, provide for accelerated vesting, redemption or settlement, removal of restrictions on exercise, conversion or settlement, as applicable, of Orla Convertible Securities (including stock options, deferred share units, performance units, restricted share awards and convertible notes), including upon a change of control occurring on or prior to the Effective Time;

 

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(e)

except as agreed in writing by the Parties or as provided for in the Orla Financial Statements, settle, pay, discharge, satisfy, compromise, waive, assign or release, in an amount greater than $25 million, (i) any material action, claim or proceeding brought against Orla and/or any of its subsidiaries; or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by the Arrangement Agreement or the Plan of Arrangement;

 

(f)

enter into any agreement or arrangement that limits or otherwise restricts in any material respect Orla or any of its Material Subsidiaries or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect Orla or any of its Material Subsidiaries from competing in any manner;

 

(g)

waive, release or assign any material rights, claims or benefits of Orla or any of its Material Subsidiaries;

 

(h)

enter into any agreement that if entered into prior to the date of the Arrangement Agreement would be a Material Contract; or modify, amend in any material respect, transfer or terminate any Material Contract, or waive, release or assign any material rights or claims thereto or thereunder;

 

(i)

except in the ordinary course of business, as provided for in the Orla Financial Statements or as set forth in the Orla Disclosure Letter, (i) make, change or revoke any material Tax election, other than any election that has yet to be made in respect of any event or circumstance occurring prior to the date of the Arrangement Agreement and which will be made in a manner consistent with the past practice of Orla and its subsidiaries, as applicable; (ii) materially amend any Return that has been filed on or before the Effective Date, or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in the preparation of Returns for the most recently ended taxation year, except as may be required by applicable Laws; (iii) settle, offer to settle, or compromise any material claim, audit, proceeding, re-assessment or other Tax liability; (iv) agree to an extension or waiver of the limitation period with respect to the assessment, reassessment or determination of Taxes (other than, to the extent applicable, automatic six-month extensions for U.S. federal and applicable state income Returns); (v) enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund; (vi) enter into any Tax sharing, Tax allocation or Tax indemnification agreement; (vii) make a request for a Tax ruling to any Governmental Entity; or (viii) take any action inconsistent with past practice relating to the filing of any Return or the withholding, collecting, remitting and payment of any Tax;

 

(j)

take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits, Concessions, or any approvals of or from any Governmental Entity necessary to conduct its businesses as now conducted or as proposed to be conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for approvals;

 

(k)

take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Orla to consummate the Arrangement or the other transactions contemplated by the Arrangement Agreement; or

 

(l)

agree, resolve or commit to do any of the foregoing.

For the complete text of the applicable Orla covenants regarding the conduct of business, see section 5.1 of the Arrangement Agreement.

 

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Covenants of Equinox Gold Relating to the Arrangement

Equinox Gold has agreed that it will, and will cause its subsidiaries to, perform all obligations required to be performed by Equinox Gold or any of its subsidiaries under the Arrangement Agreement, co-operate with Orla in connection with the Arrangement Agreement, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in the Arrangement Agreement. In addition, Equinox Gold has agreed that it will and, where appropriate, will cause its subsidiaries to:

 

1.

subject to the terms and conditions of the Arrangement Agreement and of the Plan of Arrangement and applicable Laws, (i) prior to the Effective Time, allot and reserve for issuance a sufficient number of Equinox Gold Shares to meet the obligations of Equinox Gold under the Plan of Arrangement; and (ii) pursuant to the Arrangement at the time provided in the Arrangement Agreement issue the Consideration Shares to be issued and pay the Cash Consideration;

 

2.

subject to the terms and conditions of the Arrangement Agreement and of the Plan of Arrangement and applicable Laws, Equinox Gold shall do all things necessary (including, if required, entering into the Supplemental Orla Warrant Certificates and Supplemental Orla Notes) to provide for the application of the provisions set forth in the Plan of Arrangement with respect to the applicable Orla Convertible Securities;

 

3.

as necessary, register the Equinox Gold Shares issuable upon exercise of the Orla Options with the SEC under the 1933 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 Orla Options remain outstanding;

 

4.	use commercially reasonable efforts to assist Orla in making the necessary arrangements to restructure, payout or otherwise deal with Equinox Gold’s and Orla’s indebtedness;

 

5.

(i) apply for and use its commercially reasonable efforts to obtain approval of the listing for trading on the TSX and NYSE American by the Effective Time of the Consideration Shares issuable pursuant to the Arrangement, which for certainty includes the Equinox Gold Shares issuable for Orla Shares issued on settlement of Orla DSUs and Orla RSUs pursuant to the Plan of Arrangement, subject to customary listing conditions of the TSX; and (ii) apply for and use its commercially reasonable efforts to obtain approval of the listing for trading on the TSX and NYSE American by the Effective Time of the Equinox Gold Shares issuable upon exercise, vesting or conversion, as applicable, of the Orla Options, the Orla Notes, the Orla Warrants and the Orla Bonus Shares, subject to customary listing conditions of the TSX;

 

6.	use its commercially reasonable efforts to obtain, as soon as practicable following execution of the Arrangement Agreement, all third party consents, approvals and notices required under any of the Material Contracts relating to Equinox Gold; and

 

7.

until the earlier of the Effective Time and termination of the Arrangement Agreement, Equinox Gold shall, subject to applicable Law, make available and cause to be made available to Orla, and its agents and advisors, information reasonably requested by Orla for the purposes of preparing and considering integration plans for the combined businesses of Equinox Gold and Orla following the Effective Date and confirming the representations and warranties of Equinox Gold set out in the Arrangement Agreement.

Covenants of Orla Relating to the Arrangement

Orla has agreed that it will, and will cause its subsidiaries to, perform all obligations required or desirable to be performed by Orla or any of its subsidiaries under the Arrangement Agreement, co-operate with Equinox Gold in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in the Arrangement Agreement. In addition, Orla has agreed that it will and, where applicable, will cause its subsidiaries to:

 

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