{"success":true,"data":{"pressRelease":{"id":"33006","rtpr_id":"nGNE698MdR","ticker":"EQX","exchange":"TSX","all_tickers":["EQX"],"title":"Equinox Gold and Orla Mining Combine to Create North America’s New Senior Gold Producer: Built to Grow, Built to Last","author":"Globe Newswire","published_at":"2026-05-13T10:00:00.797Z","article_body":"Combined company expected to produce 1.1 million ounces of gold annually with\na clear path to more than 1.9 million ounces of gold from North American\ngrowth assets\n\nVANCOUVER, British Columbia, May 13, 2026 (GLOBE NEWSWIRE) -- Equinox Gold\nCorp. (TSX: EQX, NYSE American: EQX) (“Equinox”) and Orla Mining Ltd.\n(TSX: OLA, NYSE American: ORLA) (“Orla”, and together with Equinox, the\n“Companies”) are pleased to announce that the Companies have entered into\na definitive arrangement agreement (the “Agreement”) for an at-market\ncombination to create a new North American senior gold producer with\napproximately 1.1 million ounces(i) of expected annual gold production and an\n$18.5 billion implied market capitalization. The combined company will be\nanchored by three long-life Canadian gold mines, with a clear path to more\nthan 1.9 million ounces(ii) of annual gold production from an internally\nfunded North American growth pipeline. Pursuant to the Agreement, Equinox will\nacquire all of the issued and outstanding common shares of Orla pursuant to a\ncourt-approved plan of arrangement (the “Transaction”). The combined\ncompany will continue under the name “Equinox Gold Corp.” (“Equinox\nGold”). All dollar amounts are in United States dollars unless otherwise\nindicated.\n\nEquinox and Orla will host a conference call and webcast to discuss the\nTransaction commencing at 8:30 am Eastern Time on May 13, 2026. Details are\nprovided at the end of this news release.\n\nUnder the terms of the Agreement, Orla shareholders will receive 1.00 Equinox\ncommon share (the “Exchange Ratio”) and a nominal cash payment of $0.0001\nfor each Orla common share held immediately prior to the effective time of the\nTransaction (the “Effective Time”). Upon completion of the Transaction,\nexisting Equinox shareholders and former Orla shareholders will own\napproximately 67% and 33% of the outstanding common shares of the combined\ncompany, respectively, on a fully diluted in-the-money basis.\n\nStrategic Rationale of the Transaction \nThe combination of Equinox and Orla creates:\n* North America’s new senior gold producer: 1.1 million ounces of expected\nannual gold production from a highly complementary portfolio of six North\nAmerican mines, underpinned by a significant endowment of approximately 23\nmillion ounces of Proven & Probable Mineral Reserves(iii)\n* Peer leading, growth profile to more than 1.9 million ounces annually: Clear\npath to more than 800,000 ounces(ii) of near-term gold production growth from\nthe Valentine phase 2 expansion in Canada, South Railroad and Castle Mountain\nin the U.S., and Los Filos and Camino Rojo underground in Mexico\n* Second largest producer of Canadian gold: Equinox’s Greenstone mine\n(“Greenstone”) in Ontario, its Valentine mine (“Valentine”) in\nNewfoundland & Labrador, and Orla’s Musselwhite mine (“Musselwhite”) in\nOntario, are expected to collectively produce 685,000 ounces of gold in\n2026(i), with significant potential for production growth and mine life\nextension from expansion and exploration upside\n* Substantial free cash flow generation and robust financial position:\nCombined free cash flow(iv) profile of approximately $1.4 billion in 2026\nbased on current analyst consensus estimates; combined entity expected to have\n$1.4 billion of total available liquidity(iv) to drive growth and continued\nshareholder returns\n* Industry leading value creation team of mine builders and operators: A\nproven track record of shareholder value creation led by Chuck Jeannes, Darren\nHall, and Jason Simpson, with ongoing support from Ross Beaty, Pierre\nLassonde, and Prem Watsa and certain affiliates of Fairfax Financial Holdings\nLimited\n* Balanced portfolio offers scale and optionality: Six producing assets and\nfour growth projects across four countries (Canada, U.S., Mexico, and\nNicaragua) provide immediate operating strength, project sequencing\nflexibility, known near-mine exploration upside, and longer-term optionality\n* Significant re-rate potential based on peers’ valuation: Combined company\noffers greater scale, lower risk, peer-leading production growth underpinned\nby a sizeable Mineral Reserve endowment, and superior free cash flow,\nproviding significant re-rating potential\nDarren Hall, Chief Executive Officer of Equinox, stated: “Today is an\nincredibly exciting day for both Equinox and Orla shareholders as we announce\na business combination that creates a senior North American gold producer with\nincreased scale, high-quality long-life assets, and one of the strongest\norganic growth pipelines in the sector. The combined company will produce 1.1\nmillion ounces of gold in 2026 from a North American portfolio and enables a\nfunded, tier-1 platform with the capacity to deliver a 70% growth trajectory\nto 1.9 million ounces, all while maintaining jurisdictional simplicity. By\ncombining our operating teams, financial strength, and complementary asset\nbases, we are creating a differentiated North American gold producer with the\nscale, growth profile, and asset quality to drive a meaningful re-rate and\ndeliver long-term value for shareholders.”\n\nJason Simpson, President and Chief Executive Officer of Orla, stated: “Orla\nwas built on a simple idea: Acquire the right assets, develop them with\ndiscipline, and operate them well. That philosophy fits naturally with what\nEquinox has built — two companies with complementary assets, shared values,\nand a track record of continued execution and delivering on operational\nresults. Together, we have the production base, the balance sheet, and the\nteam to compete at a level otherwise unattainable by either company on its own\n– combined, this is a truly special company. The Canadian cornerstone assets\nprovide the foundation that very few gold producers can match, and I am proud\nof what both teams have built to get here. With continued operational focus,\nwe will have substantial financial flexibility to fund our peer-leading growth\nand continue to return capital to shareholders.”\n\nTransaction Overview\nThe Transaction combines two North America-focused gold producers, creating a\nhighly complementary portfolio of operating mines in four countries anchored\nby three high-quality, long-life, low-cost Canadian gold mines. In 2026,\nEquinox’s Greenstone and Valentine mines are expected to produce 450,000\nounces(i) of gold, with Orla’s Musselwhite mine in Ontario expected to\ncontribute another 235,000 ounces(i) of production. At nearly 700,000 ounces\nof expected annual gold production from Canada, the combined company will be\nthe second largest producer of Canadian gold.\n\nThis cornerstone Canadian production is supported by 75,000 ounces of expected\ngold production from the U.S., 115,000 ounces from Mexico and 225,000 ounces\nof gold from Nicaragua, immediately establishing a senior gold producer with\n1.1 million ounces(i) of expected gold production in 2026.\n\nIn addition, the combined company has a clear near-term path to increase\nannual production by more than 800,000 ounces of gold from a pipeline of\nadvanced expansion and development projects in the U.S. (350,000 ounces(v))\nand Mexico (495,000 ounces(vi)) with this organic growth expected to be funded\nfrom operating cash flow and available liquidity. Importantly, all growth\nprojects have established Mineral Reserves. Combined, Equinox Gold will have\n22.7 million ounces of Proven & Probable Mineral Reserves, 25.1 million ounces\nof Measured & Indicated Mineral Resources, exclusive of Mineral Reserves, and\n13.0 million ounces of Inferred Mineral Resources(iii).\n\nEquinox Gold will benefit from the expertise and successful track record of\nwell-respected industry leaders, led by Chuck Jeannes as Chair of the board of\ndirectors, Darren Hall as CEO, and Jason Simpson as President, with continued\nsupport from Ross Beaty as Chair Emeritus.\n\nBenefits to Shareholders\nCombining Equinox and Orla unlocks benefits for both sets of shareholders that\nwould be unavailable on a standalone basis, including:\n* 100% ownership of three cornerstone Canadian mines, creating the\nsecond-largest producer of Canadian gold\n* Creation of a new North American senior gold producer with expected 2026\nproduction of 1.1 million ounces of gold(i) and an estimated $3.4 billion and\n$1.4 billion in EBITDA (earnings before interest, taxes, depreciation and\namortization)(iv) and free cash flow(iv), respectively, based on current\nanalyst consensus estimates\n* Clear path to more than 800,000 ounces(ii) of annual gold production growth\nfrom North American assets\n* Combined entity will be exceptionally positioned to unlock value from its\npipeline of growth assets, driven by enhanced financial capacity, greater\noperating scale and increased flexibility to sequence capital across the\nportfolio\n* Enhanced ability to return significant capital to shareholders\n* Strengthened leadership team with key additions to both the board of\ndirectors and management team, all with strong track records of operational\nexcellence\n* Enhanced capital markets profile with greater scale and liquidity for\ninvestors\n* Improved efficiencies with the combination of two robust complementary\noperating platforms focused in Canada and the U.S.\nLeadership and Governance\nUpon closing of the Transaction, the combined company will be led by\nexecutives and directors from both Equinox and Orla. Equinox’s current Chief\nExecutive Officer, Darren Hall, will remain as Chief Executive Officer, while\nOrla’s current President and Chief Executive Officer, Jason Simpson, will\njoin Equinox Gold’s leadership team as President.\n\nThe board of directors of the combined company will consist of eleven\ndirectors, with Chuck Jeannes as Chair, along with six directors from Equinox\nand an additional four directors from Orla.\n\nRoss Beaty, Chair of Equinox, stated: “Great companies are built on strong\nfoundations and strong teams. The combination of Equinox and Orla strengthens\nour foundation of Canadian production, expands our portfolio of operating gold\nmines in North America, and combines two excellent operating teams to create a\ngold mining powerhouse. With improved scale, asset quality, and financial\nstrength, Equinox Gold will be well positioned to deliver long-term value to\nits shareholders. I’m very excited about our future as an even better gold\nmining company. While I’ll be stepping down as Chair, I will become a\nSpecial Advisor to the board, entitled to attend board meetings as a\nnon-voting advisor to contribute as much as I can to the future of this great\ncompany.”\n\nChuck Jeannes, Chair of Orla, stated: “The best transactions are the ones in\nwhich the strategic logic is undeniable and both sets of shareholders come out\nstronger. This is precisely that kind of transaction. Equinox brings the scale\nand the platform that complements Orla’s portfolio, and Orla brings the\nassets and operational capability that make Equinox genuinely better. The Orla\nboard reviewed the Transaction carefully and are unanimously supportive. We\nare confident this is the right outcome for our shareholders.”\n\nTransaction Details and Approximate Timeline\nUnder the terms of the Agreement, Orla shareholders will receive 1.00 Equinox\ncommon share and a nominal cash payment of $0.0001 for each Orla common share\nheld immediately prior to the Effective Time. Orla’s outstanding convertible\nsecurities will be treated in accordance with the terms of the Agreement.\n\nThe Transaction will be effected pursuant to a court approved plan of\narrangement under the Canada Business Corporations Act. The Transaction will\nrequire approval by 66 2/3 percent of the votes cast by the shareholders of\nOrla at a special meeting of Orla shareholders expected to be held in July\n2026.\n\nThe issuance of Equinox common shares pursuant to the Transaction is subject\nto approval by the shareholders of Equinox by a simple majority of the votes\ncast at a special meeting of Equinox shareholders expected to be held in July\n2026.\n\nOfficers and directors of Orla, Pierre Lassonde, and certain affiliates of\nFairfax Financial Holdings Limited, who collectively hold approximately 20% of\nthe outstanding Orla common shares, have entered into voting support\nagreements pursuant to which they have agreed, among other things, to vote\ntheir Orla common shares in favour of the Transaction, including any Orla\ncommon shares acquired prior to the record date on exercise of convertible\nsecurities or in the market. If Pierre Lassonde and certain affiliates of\nFairfax Financial Holdings Limited exercise their convertible notes, they will\nhold approximately 9.3% and 15.6%, respectively, on a partially diluted basis,\nand those shares, if issued on or before the record date, would be required to\nbe voted at the Orla shareholder meeting in favour of the Transaction.\nOfficers and directors of Equinox who hold approximately 4% of the outstanding\nEquinox common shares have entered into voting support agreements pursuant to\nwhich they have agreed, among other things, to vote their Equinox common\nshares in favour of the Transaction, including any Equinox common shares\nacquired prior to the record date on exercise of convertible securities or in\nthe market.\n\nIn addition to shareholder and court approvals, the Transaction is subject to\napplicable regulatory approvals, including both Canadian and Mexican\ncompetition authorization, approval of the listing of the Equinox common\nshares to be issued under the Transaction on the Toronto Stock Exchange and\nthe NYSE American Exchange, and the satisfaction of certain other closing\nconditions customary for a transaction of this nature. Subject to the\nsatisfaction of such conditions, the Transaction is expected to close in Q3\n2026. The Agreement includes customary deal protections, including\nnon-solicitation covenants, the right to match any superior proposals, and\nreciprocal fiduciary-out provisions. Additionally, break fees in the amount of\n$475 million and $250 million are payable by Equinox and Orla, respectively,\nin certain circumstances. In addition, reciprocal expense reimbursement fees\nare also payable, in certain circumstances.\n\nFull details of the Transaction will be included in the respective management\ninformation circulars of Equinox and Orla, expected to be mailed to\nshareholders in June 2026.\n\nNone of the securities to be issued pursuant to the Transaction have been or\nwill be registered under the United States Securities Act of 1933, as amended\n(the “U.S. Securities Act”), or any state securities laws, and any\nsecurities issuable in the Transaction are anticipated to be issued in\nreliance upon available exemptions from such registration requirements\npursuant to Section 3(a)(10) of the U.S. Securities Act and applicable\nexemptions under state securities laws. This news release does not constitute\nan offer to sell or the solicitation of an offer to buy any securities.\n\nBoard of Directors’ and Special Committee Recommendations \nThe board of directors of each of the Companies, after receiving outside legal\nand financial advice, have each unanimously approved the Transaction and\nrecommend that their respective shareholders vote in favour of the\nTransaction. Orla’s board of directors appointed a special committee\ncomprised solely of independent directors of Orla (the “Orla Special\nCommittee”) to consider and make a recommendation to the Orla board of\ndirectors in respect to the Transaction. The Orla Special Committee, after\nreceiving outside legal and financial advice, unanimously recommended that\nOrla’s board of directors approve the Transaction.\n\nBMO Capital Markets and CIBC World Markets Inc. have each provided a fairness\nopinion to the board of directors of Equinox stating that, as of the date of\nsuch opinion, and based upon and subject to the assumptions, limitations and\nqualifications set forth therein, the Exchange Ratio is fair, from a financial\npoint of view, to Equinox.\n\nScotiabank and Fort Capital have provided fairness opinions to the Orla\nSpecial Committee stating that, as of the date thereof, and based upon and\nsubject to the assumptions, limitations and qualifications stated in each such\nopinion, the consideration to be received pursuant to the Transaction is fair,\nfrom a financial point of view, to the shareholders of Orla.\n\nAdvisors and Counsel \nBMO Capital Markets is acting as financial advisor to Equinox. Blake, Cassels\n& Graydon LLP is acting as Canadian legal advisor to Equinox. Paul, Weiss,\nRifkind, Wharton & Garrison LLP is acting as U.S. legal advisor to Equinox.\n\nTrinity Advisors Corporation is acting as financial advisor to Orla.\nScotiabank is acting as financial advisor to the Orla Special Committee.\nScotiabank and Fort Capital have provided fixed fee fairness opinions to the\nOrla Special Committee. Cassels Brock & Blackwell LLP is acting as Canadian\nlegal advisor to Orla. Crowell & Moring LLP is acting as U.S. legal advisor to\nOrla. Fasken Martineau DuMoulin LLP is acting as Canadian legal advisor to the\nOrla Special Committee.\n\nConference Call and Webcast\nEquinox and Orla will hold a joint conference call and webcast on May 13, 2026\nat 8:30 am ET to discuss the Transaction.\n\nToll-free Canada/U.S.: 1-833-752-3366\nInternational: +1-647-846-2813\nLogin to the webcast:\nhttps://event.choruscall.com/mediaframe/webcast.html?webcastid=KqhsPRKx\n\nThe webcast will be archived on both the Equinox and Orla websites until the\nTransaction closes.\n\nAbout Equinox \nEquinox is a Canadian mining company positioned for growth with a strong\nfoundation of high-quality, long-life gold operations in Canada and across the\nAmericas, and a pipeline of development and expansion projects. Founded and\nchaired by renowned mining entrepreneur Ross Beaty and guided by a seasoned\nleadership team with broad expertise, Equinox is focused on disciplined\nexecution, operational excellence and long-term value creation. Equinox offers\ninvestors meaningful exposure to gold with a diversified portfolio and clear\npath to growth. Learn more at www.equinoxgold.com or contact\nir@equinoxgold.com.\n\nAbout Orla\nOrla’s corporate strategy is to acquire, develop, and operate mineral\nproperties where Orla’s expertise can substantially increase stakeholder\nvalue. Orla has three material projects, consisting of two operating mines and\none development project, all 100% owned by Orla: (1) Camino Rojo, in Zacatecas\nState, Mexico, an operating gold and silver open-pit and heap leach mine, (2)\nMusselwhite, in Northwestern Ontario, Canada, an underground gold mine that\nhas been in operation for over 25 years and produced over 6 million ounces of\ngold, with a long history of resource growth and conversion, and (3) South\nRailroad, in Nevada, United States, a feasibility-stage, open pit, heap leach\ngold project located on the Carlin trend in Nevada. Learn more at\nwww.orlamining.com or contact info@orlamining.com.\n\nEquinox Contact\nRyan King, EVP Capital Markets\nT: +1 778-998-3700\nT: +1 604-260-0516\nE: ryan.king@equinoxgold.com\nE: ir@equinoxgold.com\n\nOrla Contact\nAndrew Bradbury, VP Investor Relations & Corporate Development\nT: +1 604-564-1852\nE: investor@orlamining.com\n\n______________________________\n(i) (Mid-point of Equinox’s and Orla’s 2026 guidance, on a full-year\nbasis, as further detailed in the news release of Equinox dated January 14,\n2026 and the news release of Orla dated January 20, 2026, respectively.)\n(ii) (Internal funded growth includes completion of the Valentine phase 2\nexpansion and with Castle Mountain, Los Filos, South Railroad and Camino Rojo\nunderground in production and operating in line with expectations outlined in\ncurrent technical reports, which technical reports are available under the\nrespective SEDAR+ profiles of Equinox (in the case of Valentine, Castle\nMountain and Los Filos) and Orla (in the case of South Railroad and Camino\nRojo).)\n(iii) (See Technical Information, Cautionary Note to U.S. Readers Concerning\nEstimates of Mineral Reserves, and Forward-looking Statements.)\n(iv) (Free cash flow, liquidity and EBITDA are non-IFRS measures, which are\nmeasures with no standardized meaning under International Financial Reporting\nStandards (“IFRS”) and may not be comparable to similar measures presented\nby other companies. Their measurement and presentation are intended to provide\nadditional information and should not be considered in isolation or as a\nsubstitute for measures of performance prepared in accordance with IFRS.\nNon-IFRS measures are widely used in the mining industry as measurements of\nperformance and the Companies believe that they provide further transparency\ninto costs associated with producing gold and will assist analysts, investors\nand other stakeholders of the Companies in assessing their operating\nperformance, ability to generate free cash flow from current operations and\ntheir overall value. See Non-IFRS Measures.)\n(v) (Approximately 130,000 ounces from South Railroad (first five-year average\nannual production based on February 2026 technical study for the South\nRailroad Gold Project) and 220,000 ounces from Castle Mountain (LOM average\nbased on the 2021 feasibility study).)\n(vi) (Approximately 280,000 ounces from Los Filos (LOM average production\npotential with construction of a CIL plant and development of Bermejal\nunderground mine based on 2022 feasibility study) and Camino Rojo underground\n(first 10-year average annual production based on February 2026 technical\nstudy).)\n\nTechnical Information\n\nEquinox Mineral Reserve & Mineral Resource Estimates\n\n Category                    Tonnage (kt)  Gold Grade (g/t)  Contained Gold (koz)  \n Mineral Reserves                                                                  \n Proven                      147,690       0.82              3,893                 \n Probable                    551,654       0.85              15,091                \n Total Proven & Probable     699,244       0.84              18,985                \n Mineral Resources                                                                 \n Measured                    91,938        1.23              3,626                 \n Indicated                   563,962       0.85              15,428                \n Total Measured & Indicated  655,900       0.90              19,054                \n Inferred                    356,406       0.97              11,101                \n\n(Notes:)\n(Measured & Indicated Mineral Resources are exclusive of Mineral Reserves.)\n(See Equinox’s Annual Information Form dated March 30, 2026, which is\navailable on SEDAR+, on EDGAR and on Equinox’s website, for more\ninformation.)\n\nMatthew MacPhail, P.Eng., Senior Vice President Business Planning and\nTechnical Services for Equinox and a qualified person (“QP”) under\nNational Instrument 43-101 (“NI 43-101”) is the QP for the scientific and\ntechnical information contained in this news release regarding Equinox’s\nproperties and Equinox’s Mineral Reserve and Mineral Resource estimates.\n\nOrla Mineral Reserve & Mineral Resource Estimates\n\n                             Tonnage (kt)  Gold Grade (g/t Au)  Contained Gold (koz)  \n Mineral Reserves                                                                     \n Proven                      17,760        2.12                 1,210                 \n Probable                    89,291        0.88                 2,518                 \n Total Proven & Probable     107,051       1.08                 3,728                 \n Mineral Resources                                                                    \n Measured                    5,678         1.94                 354                   \n Indicated                   99,783        1.76                 5,645                 \n Total Measured & Indicated  105,461       1.77                 5,999                 \n Inferred                    65,619        0.92                 1,938                 \n\n(Notes:)\n(Measured & Indicated Mineral Resources are exclusive of Mineral Reserves.)\n(See Orla’s Annual Information Form dated March 19, 2026, which is available\non SEDAR+, on EDGAR and on Orla’s website, for more information.)\n\nThe scientific and technical information in this news release with respect to\nOrla’s properties and Orla’s Mineral Reserve and Mineral Resource\nestimates was reviewed and approved by Mr. J. Andrew Cormier, P. Eng., Chief\nOperating Officer of Orla, who is a QP as defined under NI 43-101 standards.\n\nCautionary Note to U.S. Readers Concerning Estimates of Mineral Reserves and\nMineral Resources\n\nDisclosure regarding each of Equinox’s and Orla’s mineral properties\nincluded in this news release was prepared in accordance with NI 43-101. NI\n43-101 is a rule developed by the Canadian Securities Administrators that\nestablishes standards for all public disclosure an issuer makes of scientific\nand technical information concerning mineral projects. NI 43-101 differs\nsignificantly from the disclosure requirements of the Securities and Exchange\nCommission (the “SEC”) generally applicable to U.S. companies.\nAccordingly, information contained in this news release is not comparable to\nsimilar information made public by U.S. companies reporting pursuant to SEC\ndisclosure requirements.\n\nForward-looking Statements\n\nThis news release includes certain statements and information that constitute\n“forward-looking statements” and “forward-looking information” within\nthe meaning of applicable securities legislation and may include\nfuture-oriented financial information (collectively “forward-looking\nstatements”), including statements regarding the intent of the Companies, or\nthe beliefs or current expectations of the officers and directors of the\nCompanies for Equinox Gold post closing of the Transaction. When used in this\nnews release, words such as “will”, “expect”, “potential”,\n“path”, “objective”, “becoming”, “subject to”, “expected”,\n“to be”, ”look forward”, “intends”, “plans”, “enter”,\n“create”, “enhance”, “improve”, and similar expressions are\nintended to identify these forward-looking statements as well as phrases or\nstatements that certain actions, events or results “may”, “could”,\n“would”, “should”, “occur” or “be achieved” or the negative\nconnotation of such terms. As well, forward-looking statements may relate to\nfuture outlook and anticipated events, such as the consummation and timing of\nthe Transaction and the shareholder meetings related thereto; the satisfaction\nof the conditions precedent to the Transaction; the strengths,\ncharacteristics, value, portfolio and potential of Equinox Gold post\nTransaction; the strategic vision for Equinox Gold and expectations regarding\nproduction capabilities and the ability of Equinox Gold to successfully\nadvance the Companies’ projects post-closing; the accuracy of the pro forma\nfinancial position and outlook of the Equinox Gold post-transaction;\nproduction guidance; returns to shareholders; ongoing support of shareholders\nof the Companies; potential re-rating of Equinox Gold post-closing; Equinox\nGold’s ability to achieve the production, cost and development expectations\noutlined in the technical reports related to the Valentine, Castle Mountain,\nLos Filos, Musselwhite, Camino Rojo and South Railroad expansions; the results\nof the feasibility studies at Valentine, Castle Mountain, and Los Filos; and\ndiscussion of future plans, projections, objectives, estimates and forecasts\nand the timing related thereto.\n\nThe forward-looking statements contained herein include certain material\nassumptions and estimates regarding the forward-looking statements that, if\nuntrue, could cause actual results, performances or achievements of the\nCompanies to be materially different, including without limitation,\nassumptions regarding future gold prices, future prices of inputs to the\nCompanies operations, future exchange rates, the Companies’ ability to carry\non exploration, development, and mining activities as currently contemplated;\nthe success of the new management team; the realization of synergies and\npremiums; the satisfaction of all conditions to the completion of the\nTransaction; Mineral Reserve and Mineral Resource estimates and the\nassumptions on which they are based; and that there will be no material\nadverse changes or disruptions affecting the Companies or its respective\nproperties. While Equinox and Orla consider these assumptions to be reasonable\nbased on information currently available, they may prove to be incorrect.\n\nAlthough Equinox and Orla believe that the expectations reflected in such\nforward-looking statements are reasonable, undue reliance should not be placed\non forward-looking statements since the Companies can give no assurance that\nsuch expectations will prove to be correct. The Companies caution that\nforward-looking statements involve known and unknown risks, uncertainties and\nother factors that may cause actual results and developments to differ\nmaterially from those expressed or implied by such forward-looking statements\ncontained in this news release. Such factors include, without limitation:\nrisks related to fluctuations in gold prices; fluctuations in prices for\nenergy inputs, labour, materials, supplies and services; fluctuations in\ncurrency markets; sanctions and/or tariffs against countries where Equinox\nGold has assets; the potential for labour-related disruptions and unplanned\ndelays or interruptions in scheduled construction, development and production,\nincluding by blockade; operational risks and hazards inherent with the\nbusiness of mining (including environmental accidents and hazards, industrial\naccidents, equipment breakdown, unusual or unexpected geological or structural\nformations, cave-ins, flooding and severe weather); the closing of the\nTransaction; proposed changes in management and the board of directors;\ninadequate insurance, or inability to obtain insurance to cover these risks\nand hazards; employee relations; relationships with, and claims by, local\ncommunities and indigenous populations; Equinox Gold’s ability to obtain all\nnecessary permits, licenses and regulatory approvals in a timely manner or at\nall; changes in laws, regulations and government practices, including\nenvironmental, export and import laws and regulations; capital,\ndecommissioning and reclamation estimates; the potential for legal\nrestrictions relating to mining including; expropriation; increased\ncompetition in the mining industry; and the ability of Equinox Gold to work\nproductively with its Indigenous and community partners. Additional factors\nare identified in Equinox’s most recently filed Annual Information Form,\nboth for the year ended December 31, 2025, and in its Management’s\nDiscussion & Analysis (“MD&A”) dated May 6, 2026 for the three months\nended March 31, 2026, all of which are available on Equinox’s profile on\nSEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar; and in Orla’s\nMD&A dated March 19, 2026 and in its most recently filed Annual Information\nForm, both for the year ended December 31, 2025, and in Orla’s MD&A dated\nMay 8, 2026 for the three months ended March 31, 2026, all of which are\navailable on Orla’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at\nwww.sec.gov/edgar. Accordingly, readers are cautioned not to put undue\nreliance on the forward-looking statements or information contained in this\nnews release.\n\nForward-looking statements are designed to help readers understand\nmanagement's views as of that time with respect to future events and speak\nonly as of the date they are made. Except as required by applicable law, the\nCompanies assume no obligation to update or to publicly announce the results\nof any change to any forward-looking statement contained or incorporated by\nreference herein to reflect actual results, future events or developments,\nchanges in assumptions or changes in other factors affecting the\nforward-looking statements. If either Equinox or Orla updates any one or more\nforward-looking statements, no inference should be drawn that the company will\nmake additional updates with respect to those or other forward-looking\nstatements. All forward-looking statements contained in this news release are\nexpressly qualified in their entirety by this cautionary statement.\n\nNon-IFRS Measures. This news release refers to EBITDA (earnings before\ninterest, taxes, depreciation and amortization), free cash flow, and\nliquidity, which are measures with no standardized meaning under International\nFinancial Reporting Standards (“IFRS”) and may not be comparable to\nsimilar measures presented by other companies. Their measurement and\npresentation are intended to provide additional information and should not be\nconsidered in isolation or as a substitute for measures of performance\nprepared in accordance with IFRS. Non-IFRS measures are widely used in the\nmining industry as measurements of performance and the Companies believes that\nthey provide further transparency into costs associated with producing gold\nand will assist analysts, investors and other stakeholders of the Companies in\nassessing their respective operating performance, ability to generate free\ncash flow from current operations and their overall value. Refer to the\n“Non-IFRS measures” section of Equinox’s MD&A for the three months ended\nMarch 31, 2026 and for the year ended December 31, 2025, and the “Non-GAAP\nmeasures” section of Orla’s MD&A for the three months ended March 31, 2026\nand for the year ended December 31, 2025, for a more detailed discussion of\nthese non-IFRS measures and their calculation.","article_body_html":"","raw_payload":{"data":{"id":"nGNE698MdR","title":"Equinox Gold and Orla Mining Combine to Create North America’s New Senior Gold Producer: Built to Grow, Built to Last","author":"Globe Newswire","ticker":"EQX","created":"2026-05-13T10:00:00.797Z","tickers":["EQX"],"exchange":"TSX","article_body":"Combined company expected to produce 1.1 million ounces of gold annually with\na clear path to more than 1.9 million ounces of gold from North American\ngrowth assets\n\nVANCOUVER, British Columbia, May 13, 2026 (GLOBE NEWSWIRE) -- Equinox Gold\nCorp. (TSX: EQX, NYSE American: EQX) (“Equinox”) and Orla Mining Ltd.\n(TSX: OLA, NYSE American: ORLA) (“Orla”, and together with Equinox, the\n“Companies”) are pleased to announce that the Companies have entered into\na definitive arrangement agreement (the “Agreement”) for an at-market\ncombination to create a new North American senior gold producer with\napproximately 1.1 million ounces(i) of expected annual gold production and an\n$18.5 billion implied market capitalization. The combined company will be\nanchored by three long-life Canadian gold mines, with a clear path to more\nthan 1.9 million ounces(ii) of annual gold production from an internally\nfunded North American growth pipeline. Pursuant to the Agreement, Equinox will\nacquire all of the issued and outstanding common shares of Orla pursuant to a\ncourt-approved plan of arrangement (the “Transaction”). The combined\ncompany will continue under the name “Equinox Gold Corp.” (“Equinox\nGold”). All dollar amounts are in United States dollars unless otherwise\nindicated.\n\nEquinox and Orla will host a conference call and webcast to discuss the\nTransaction commencing at 8:30 am Eastern Time on May 13, 2026. Details are\nprovided at the end of this news release.\n\nUnder the terms of the Agreement, Orla shareholders will receive 1.00 Equinox\ncommon share (the “Exchange Ratio”) and a nominal cash payment of $0.0001\nfor each Orla common share held immediately prior to the effective time of the\nTransaction (the “Effective Time”). Upon completion of the Transaction,\nexisting Equinox shareholders and former Orla shareholders will own\napproximately 67% and 33% of the outstanding common shares of the combined\ncompany, respectively, on a fully diluted in-the-money basis.\n\nStrategic Rationale of the Transaction \nThe combination of Equinox and Orla creates:\n* North America’s new senior gold producer: 1.1 million ounces of expected\nannual gold production from a highly complementary portfolio of six North\nAmerican mines, underpinned by a significant endowment of approximately 23\nmillion ounces of Proven & Probable Mineral Reserves(iii)\n* Peer leading, growth profile to more than 1.9 million ounces annually: Clear\npath to more than 800,000 ounces(ii) of near-term gold production growth from\nthe Valentine phase 2 expansion in Canada, South Railroad and Castle Mountain\nin the U.S., and Los Filos and Camino Rojo underground in Mexico\n* Second largest producer of Canadian gold: Equinox’s Greenstone mine\n(“Greenstone”) in Ontario, its Valentine mine (“Valentine”) in\nNewfoundland & Labrador, and Orla’s Musselwhite mine (“Musselwhite”) in\nOntario, are expected to collectively produce 685,000 ounces of gold in\n2026(i), with significant potential for production growth and mine life\nextension from expansion and exploration upside\n* Substantial free cash flow generation and robust financial position:\nCombined free cash flow(iv) profile of approximately $1.4 billion in 2026\nbased on current analyst consensus estimates; combined entity expected to have\n$1.4 billion of total available liquidity(iv) to drive growth and continued\nshareholder returns\n* Industry leading value creation team of mine builders and operators: A\nproven track record of shareholder value creation led by Chuck Jeannes, Darren\nHall, and Jason Simpson, with ongoing support from Ross Beaty, Pierre\nLassonde, and Prem Watsa and certain affiliates of Fairfax Financial Holdings\nLimited\n* Balanced portfolio offers scale and optionality: Six producing assets and\nfour growth projects across four countries (Canada, U.S., Mexico, and\nNicaragua) provide immediate operating strength, project sequencing\nflexibility, known near-mine exploration upside, and longer-term optionality\n* Significant re-rate potential based on peers’ valuation: Combined company\noffers greater scale, lower risk, peer-leading production growth underpinned\nby a sizeable Mineral Reserve endowment, and superior free cash flow,\nproviding significant re-rating potential\nDarren Hall, Chief Executive Officer of Equinox, stated: “Today is an\nincredibly exciting day for both Equinox and Orla shareholders as we announce\na business combination that creates a senior North American gold producer with\nincreased scale, high-quality long-life assets, and one of the strongest\norganic growth pipelines in the sector. The combined company will produce 1.1\nmillion ounces of gold in 2026 from a North American portfolio and enables a\nfunded, tier-1 platform with the capacity to deliver a 70% growth trajectory\nto 1.9 million ounces, all while maintaining jurisdictional simplicity. By\ncombining our operating teams, financial strength, and complementary asset\nbases, we are creating a differentiated North American gold producer with the\nscale, growth profile, and asset quality to drive a meaningful re-rate and\ndeliver long-term value for shareholders.”\n\nJason Simpson, President and Chief Executive Officer of Orla, stated: “Orla\nwas built on a simple idea: Acquire the right assets, develop them with\ndiscipline, and operate them well. That philosophy fits naturally with what\nEquinox has built — two companies with complementary assets, shared values,\nand a track record of continued execution and delivering on operational\nresults. Together, we have the production base, the balance sheet, and the\nteam to compete at a level otherwise unattainable by either company on its own\n– combined, this is a truly special company. The Canadian cornerstone assets\nprovide the foundation that very few gold producers can match, and I am proud\nof what both teams have built to get here. With continued operational focus,\nwe will have substantial financial flexibility to fund our peer-leading growth\nand continue to return capital to shareholders.”\n\nTransaction Overview\nThe Transaction combines two North America-focused gold producers, creating a\nhighly complementary portfolio of operating mines in four countries anchored\nby three high-quality, long-life, low-cost Canadian gold mines. In 2026,\nEquinox’s Greenstone and Valentine mines are expected to produce 450,000\nounces(i) of gold, with Orla’s Musselwhite mine in Ontario expected to\ncontribute another 235,000 ounces(i) of production. At nearly 700,000 ounces\nof expected annual gold production from Canada, the combined company will be\nthe second largest producer of Canadian gold.\n\nThis cornerstone Canadian production is supported by 75,000 ounces of expected\ngold production from the U.S., 115,000 ounces from Mexico and 225,000 ounces\nof gold from Nicaragua, immediately establishing a senior gold producer with\n1.1 million ounces(i) of expected gold production in 2026.\n\nIn addition, the combined company has a clear near-term path to increase\nannual production by more than 800,000 ounces of gold from a pipeline of\nadvanced expansion and development projects in the U.S. (350,000 ounces(v))\nand Mexico (495,000 ounces(vi)) with this organic growth expected to be funded\nfrom operating cash flow and available liquidity. Importantly, all growth\nprojects have established Mineral Reserves. Combined, Equinox Gold will have\n22.7 million ounces of Proven & Probable Mineral Reserves, 25.1 million ounces\nof Measured & Indicated Mineral Resources, exclusive of Mineral Reserves, and\n13.0 million ounces of Inferred Mineral Resources(iii).\n\nEquinox Gold will benefit from the expertise and successful track record of\nwell-respected industry leaders, led by Chuck Jeannes as Chair of the board of\ndirectors, Darren Hall as CEO, and Jason Simpson as President, with continued\nsupport from Ross Beaty as Chair Emeritus.\n\nBenefits to Shareholders\nCombining Equinox and Orla unlocks benefits for both sets of shareholders that\nwould be unavailable on a standalone basis, including:\n* 100% ownership of three cornerstone Canadian mines, creating the\nsecond-largest producer of Canadian gold\n* Creation of a new North American senior gold producer with expected 2026\nproduction of 1.1 million ounces of gold(i) and an estimated $3.4 billion and\n$1.4 billion in EBITDA (earnings before interest, taxes, depreciation and\namortization)(iv) and free cash flow(iv), respectively, based on current\nanalyst consensus estimates\n* Clear path to more than 800,000 ounces(ii) of annual gold production growth\nfrom North American assets\n* Combined entity will be exceptionally positioned to unlock value from its\npipeline of growth assets, driven by enhanced financial capacity, greater\noperating scale and increased flexibility to sequence capital across the\nportfolio\n* Enhanced ability to return significant capital to shareholders\n* Strengthened leadership team with key additions to both the board of\ndirectors and management team, all with strong track records of operational\nexcellence\n* Enhanced capital markets profile with greater scale and liquidity for\ninvestors\n* Improved efficiencies with the combination of two robust complementary\noperating platforms focused in Canada and the U.S.\nLeadership and Governance\nUpon closing of the Transaction, the combined company will be led by\nexecutives and directors from both Equinox and Orla. Equinox’s current Chief\nExecutive Officer, Darren Hall, will remain as Chief Executive Officer, while\nOrla’s current President and Chief Executive Officer, Jason Simpson, will\njoin Equinox Gold’s leadership team as President.\n\nThe board of directors of the combined company will consist of eleven\ndirectors, with Chuck Jeannes as Chair, along with six directors from Equinox\nand an additional four directors from Orla.\n\nRoss Beaty, Chair of Equinox, stated: “Great companies are built on strong\nfoundations and strong teams. The combination of Equinox and Orla strengthens\nour foundation of Canadian production, expands our portfolio of operating gold\nmines in North America, and combines two excellent operating teams to create a\ngold mining powerhouse. With improved scale, asset quality, and financial\nstrength, Equinox Gold will be well positioned to deliver long-term value to\nits shareholders. I’m very excited about our future as an even better gold\nmining company. While I’ll be stepping down as Chair, I will become a\nSpecial Advisor to the board, entitled to attend board meetings as a\nnon-voting advisor to contribute as much as I can to the future of this great\ncompany.”\n\nChuck Jeannes, Chair of Orla, stated: “The best transactions are the ones in\nwhich the strategic logic is undeniable and both sets of shareholders come out\nstronger. This is precisely that kind of transaction. Equinox brings the scale\nand the platform that complements Orla’s portfolio, and Orla brings the\nassets and operational capability that make Equinox genuinely better. The Orla\nboard reviewed the Transaction carefully and are unanimously supportive. We\nare confident this is the right outcome for our shareholders.”\n\nTransaction Details and Approximate Timeline\nUnder the terms of the Agreement, Orla shareholders will receive 1.00 Equinox\ncommon share and a nominal cash payment of $0.0001 for each Orla common share\nheld immediately prior to the Effective Time. Orla’s outstanding convertible\nsecurities will be treated in accordance with the terms of the Agreement.\n\nThe Transaction will be effected pursuant to a court approved plan of\narrangement under the Canada Business Corporations Act. The Transaction will\nrequire approval by 66 2/3 percent of the votes cast by the shareholders of\nOrla at a special meeting of Orla shareholders expected to be held in July\n2026.\n\nThe issuance of Equinox common shares pursuant to the Transaction is subject\nto approval by the shareholders of Equinox by a simple majority of the votes\ncast at a special meeting of Equinox shareholders expected to be held in July\n2026.\n\nOfficers and directors of Orla, Pierre Lassonde, and certain affiliates of\nFairfax Financial Holdings Limited, who collectively hold approximately 20% of\nthe outstanding Orla common shares, have entered into voting support\nagreements pursuant to which they have agreed, among other things, to vote\ntheir Orla common shares in favour of the Transaction, including any Orla\ncommon shares acquired prior to the record date on exercise of convertible\nsecurities or in the market. If Pierre Lassonde and certain affiliates of\nFairfax Financial Holdings Limited exercise their convertible notes, they will\nhold approximately 9.3% and 15.6%, respectively, on a partially diluted basis,\nand those shares, if issued on or before the record date, would be required to\nbe voted at the Orla shareholder meeting in favour of the Transaction.\nOfficers and directors of Equinox who hold approximately 4% of the outstanding\nEquinox common shares have entered into voting support agreements pursuant to\nwhich they have agreed, among other things, to vote their Equinox common\nshares in favour of the Transaction, including any Equinox common shares\nacquired prior to the record date on exercise of convertible securities or in\nthe market.\n\nIn addition to shareholder and court approvals, the Transaction is subject to\napplicable regulatory approvals, including both Canadian and Mexican\ncompetition authorization, approval of the listing of the Equinox common\nshares to be issued under the Transaction on the Toronto Stock Exchange and\nthe NYSE American Exchange, and the satisfaction of certain other closing\nconditions customary for a transaction of this nature. Subject to the\nsatisfaction of such conditions, the Transaction is expected to close in Q3\n2026. The Agreement includes customary deal protections, including\nnon-solicitation covenants, the right to match any superior proposals, and\nreciprocal fiduciary-out provisions. Additionally, break fees in the amount of\n$475 million and $250 million are payable by Equinox and Orla, respectively,\nin certain circumstances. In addition, reciprocal expense reimbursement fees\nare also payable, in certain circumstances.\n\nFull details of the Transaction will be included in the respective management\ninformation circulars of Equinox and Orla, expected to be mailed to\nshareholders in June 2026.\n\nNone of the securities to be issued pursuant to the Transaction have been or\nwill be registered under the United States Securities Act of 1933, as amended\n(the “U.S. Securities Act”), or any state securities laws, and any\nsecurities issuable in the Transaction are anticipated to be issued in\nreliance upon available exemptions from such registration requirements\npursuant to Section 3(a)(10) of the U.S. Securities Act and applicable\nexemptions under state securities laws. This news release does not constitute\nan offer to sell or the solicitation of an offer to buy any securities.\n\nBoard of Directors’ and Special Committee Recommendations \nThe board of directors of each of the Companies, after receiving outside legal\nand financial advice, have each unanimously approved the Transaction and\nrecommend that their respective shareholders vote in favour of the\nTransaction. Orla’s board of directors appointed a special committee\ncomprised solely of independent directors of Orla (the “Orla Special\nCommittee”) to consider and make a recommendation to the Orla board of\ndirectors in respect to the Transaction. The Orla Special Committee, after\nreceiving outside legal and financial advice, unanimously recommended that\nOrla’s board of directors approve the Transaction.\n\nBMO Capital Markets and CIBC World Markets Inc. have each provided a fairness\nopinion to the board of directors of Equinox stating that, as of the date of\nsuch opinion, and based upon and subject to the assumptions, limitations and\nqualifications set forth therein, the Exchange Ratio is fair, from a financial\npoint of view, to Equinox.\n\nScotiabank and Fort Capital have provided fairness opinions to the Orla\nSpecial Committee stating that, as of the date thereof, and based upon and\nsubject to the assumptions, limitations and qualifications stated in each such\nopinion, the consideration to be received pursuant to the Transaction is fair,\nfrom a financial point of view, to the shareholders of Orla.\n\nAdvisors and Counsel \nBMO Capital Markets is acting as financial advisor to Equinox. Blake, Cassels\n& Graydon LLP is acting as Canadian legal advisor to Equinox. Paul, Weiss,\nRifkind, Wharton & Garrison LLP is acting as U.S. legal advisor to Equinox.\n\nTrinity Advisors Corporation is acting as financial advisor to Orla.\nScotiabank is acting as financial advisor to the Orla Special Committee.\nScotiabank and Fort Capital have provided fixed fee fairness opinions to the\nOrla Special Committee. Cassels Brock & Blackwell LLP is acting as Canadian\nlegal advisor to Orla. Crowell & Moring LLP is acting as U.S. legal advisor to\nOrla. Fasken Martineau DuMoulin LLP is acting as Canadian legal advisor to the\nOrla Special Committee.\n\nConference Call and Webcast\nEquinox and Orla will hold a joint conference call and webcast on May 13, 2026\nat 8:30 am ET to discuss the Transaction.\n\nToll-free Canada/U.S.: 1-833-752-3366\nInternational: +1-647-846-2813\nLogin to the webcast:\nhttps://event.choruscall.com/mediaframe/webcast.html?webcastid=KqhsPRKx\n\nThe webcast will be archived on both the Equinox and Orla websites until the\nTransaction closes.\n\nAbout Equinox \nEquinox is a Canadian mining company positioned for growth with a strong\nfoundation of high-quality, long-life gold operations in Canada and across the\nAmericas, and a pipeline of development and expansion projects. Founded and\nchaired by renowned mining entrepreneur Ross Beaty and guided by a seasoned\nleadership team with broad expertise, Equinox is focused on disciplined\nexecution, operational excellence and long-term value creation. Equinox offers\ninvestors meaningful exposure to gold with a diversified portfolio and clear\npath to growth. Learn more at www.equinoxgold.com or contact\nir@equinoxgold.com.\n\nAbout Orla\nOrla’s corporate strategy is to acquire, develop, and operate mineral\nproperties where Orla’s expertise can substantially increase stakeholder\nvalue. Orla has three material projects, consisting of two operating mines and\none development project, all 100% owned by Orla: (1) Camino Rojo, in Zacatecas\nState, Mexico, an operating gold and silver open-pit and heap leach mine, (2)\nMusselwhite, in Northwestern Ontario, Canada, an underground gold mine that\nhas been in operation for over 25 years and produced over 6 million ounces of\ngold, with a long history of resource growth and conversion, and (3) South\nRailroad, in Nevada, United States, a feasibility-stage, open pit, heap leach\ngold project located on the Carlin trend in Nevada. Learn more at\nwww.orlamining.com or contact info@orlamining.com.\n\nEquinox Contact\nRyan King, EVP Capital Markets\nT: +1 778-998-3700\nT: +1 604-260-0516\nE: ryan.king@equinoxgold.com\nE: ir@equinoxgold.com\n\nOrla Contact\nAndrew Bradbury, VP Investor Relations & Corporate Development\nT: +1 604-564-1852\nE: investor@orlamining.com\n\n______________________________\n(i) (Mid-point of Equinox’s and Orla’s 2026 guidance, on a full-year\nbasis, as further detailed in the news release of Equinox dated January 14,\n2026 and the news release of Orla dated January 20, 2026, respectively.)\n(ii) (Internal funded growth includes completion of the Valentine phase 2\nexpansion and with Castle Mountain, Los Filos, South Railroad and Camino Rojo\nunderground in production and operating in line with expectations outlined in\ncurrent technical reports, which technical reports are available under the\nrespective SEDAR+ profiles of Equinox (in the case of Valentine, Castle\nMountain and Los Filos) and Orla (in the case of South Railroad and Camino\nRojo).)\n(iii) (See Technical Information, Cautionary Note to U.S. Readers Concerning\nEstimates of Mineral Reserves, and Forward-looking Statements.)\n(iv) (Free cash flow, liquidity and EBITDA are non-IFRS measures, which are\nmeasures with no standardized meaning under International Financial Reporting\nStandards (“IFRS”) and may not be comparable to similar measures presented\nby other companies. Their measurement and presentation are intended to provide\nadditional information and should not be considered in isolation or as a\nsubstitute for measures of performance prepared in accordance with IFRS.\nNon-IFRS measures are widely used in the mining industry as measurements of\nperformance and the Companies believe that they provide further transparency\ninto costs associated with producing gold and will assist analysts, investors\nand other stakeholders of the Companies in assessing their operating\nperformance, ability to generate free cash flow from current operations and\ntheir overall value. See Non-IFRS Measures.)\n(v) (Approximately 130,000 ounces from South Railroad (first five-year average\nannual production based on February 2026 technical study for the South\nRailroad Gold Project) and 220,000 ounces from Castle Mountain (LOM average\nbased on the 2021 feasibility study).)\n(vi) (Approximately 280,000 ounces from Los Filos (LOM average production\npotential with construction of a CIL plant and development of Bermejal\nunderground mine based on 2022 feasibility study) and Camino Rojo underground\n(first 10-year average annual production based on February 2026 technical\nstudy).)\n\nTechnical Information\n\nEquinox Mineral Reserve & Mineral Resource Estimates\n\n Category                    Tonnage (kt)  Gold Grade (g/t)  Contained Gold (koz)  \n Mineral Reserves                                                                  \n Proven                      147,690       0.82              3,893                 \n Probable                    551,654       0.85              15,091                \n Total Proven & Probable     699,244       0.84              18,985                \n Mineral Resources                                                                 \n Measured                    91,938        1.23              3,626                 \n Indicated                   563,962       0.85              15,428                \n Total Measured & Indicated  655,900       0.90              19,054                \n Inferred                    356,406       0.97              11,101                \n\n(Notes:)\n(Measured & Indicated Mineral Resources are exclusive of Mineral Reserves.)\n(See Equinox’s Annual Information Form dated March 30, 2026, which is\navailable on SEDAR+, on EDGAR and on Equinox’s website, for more\ninformation.)\n\nMatthew MacPhail, P.Eng., Senior Vice President Business Planning and\nTechnical Services for Equinox and a qualified person (“QP”) under\nNational Instrument 43-101 (“NI 43-101”) is the QP for the scientific and\ntechnical information contained in this news release regarding Equinox’s\nproperties and Equinox’s Mineral Reserve and Mineral Resource estimates.\n\nOrla Mineral Reserve & Mineral Resource Estimates\n\n                             Tonnage (kt)  Gold Grade (g/t Au)  Contained Gold (koz)  \n Mineral Reserves                                                                     \n Proven                      17,760        2.12                 1,210                 \n Probable                    89,291        0.88                 2,518                 \n Total Proven & Probable     107,051       1.08                 3,728                 \n Mineral Resources                                                                    \n Measured                    5,678         1.94                 354                   \n Indicated                   99,783        1.76                 5,645                 \n Total Measured & Indicated  105,461       1.77                 5,999                 \n Inferred                    65,619        0.92                 1,938                 \n\n(Notes:)\n(Measured & Indicated Mineral Resources are exclusive of Mineral Reserves.)\n(See Orla’s Annual Information Form dated March 19, 2026, which is available\non SEDAR+, on EDGAR and on Orla’s website, for more information.)\n\nThe scientific and technical information in this news release with respect to\nOrla’s properties and Orla’s Mineral Reserve and Mineral Resource\nestimates was reviewed and approved by Mr. J. Andrew Cormier, P. Eng., Chief\nOperating Officer of Orla, who is a QP as defined under NI 43-101 standards.\n\nCautionary Note to U.S. Readers Concerning Estimates of Mineral Reserves and\nMineral Resources\n\nDisclosure regarding each of Equinox’s and Orla’s mineral properties\nincluded in this news release was prepared in accordance with NI 43-101. NI\n43-101 is a rule developed by the Canadian Securities Administrators that\nestablishes standards for all public disclosure an issuer makes of scientific\nand technical information concerning mineral projects. NI 43-101 differs\nsignificantly from the disclosure requirements of the Securities and Exchange\nCommission (the “SEC”) generally applicable to U.S. companies.\nAccordingly, information contained in this news release is not comparable to\nsimilar information made public by U.S. companies reporting pursuant to SEC\ndisclosure requirements.\n\nForward-looking Statements\n\nThis news release includes certain statements and information that constitute\n“forward-looking statements” and “forward-looking information” within\nthe meaning of applicable securities legislation and may include\nfuture-oriented financial information (collectively “forward-looking\nstatements”), including statements regarding the intent of the Companies, or\nthe beliefs or current expectations of the officers and directors of the\nCompanies for Equinox Gold post closing of the Transaction. When used in this\nnews release, words such as “will”, “expect”, “potential”,\n“path”, “objective”, “becoming”, “subject to”, “expected”,\n“to be”, ”look forward”, “intends”, “plans”, “enter”,\n“create”, “enhance”, “improve”, and similar expressions are\nintended to identify these forward-looking statements as well as phrases or\nstatements that certain actions, events or results “may”, “could”,\n“would”, “should”, “occur” or “be achieved” or the negative\nconnotation of such terms. As well, forward-looking statements may relate to\nfuture outlook and anticipated events, such as the consummation and timing of\nthe Transaction and the shareholder meetings related thereto; the satisfaction\nof the conditions precedent to the Transaction; the strengths,\ncharacteristics, value, portfolio and potential of Equinox Gold post\nTransaction; the strategic vision for Equinox Gold and expectations regarding\nproduction capabilities and the ability of Equinox Gold to successfully\nadvance the Companies’ projects post-closing; the accuracy of the pro forma\nfinancial position and outlook of the Equinox Gold post-transaction;\nproduction guidance; returns to shareholders; ongoing support of shareholders\nof the Companies; potential re-rating of Equinox Gold post-closing; Equinox\nGold’s ability to achieve the production, cost and development expectations\noutlined in the technical reports related to the Valentine, Castle Mountain,\nLos Filos, Musselwhite, Camino Rojo and South Railroad expansions; the results\nof the feasibility studies at Valentine, Castle Mountain, and Los Filos; and\ndiscussion of future plans, projections, objectives, estimates and forecasts\nand the timing related thereto.\n\nThe forward-looking statements contained herein include certain material\nassumptions and estimates regarding the forward-looking statements that, if\nuntrue, could cause actual results, performances or achievements of the\nCompanies to be materially different, including without limitation,\nassumptions regarding future gold prices, future prices of inputs to the\nCompanies operations, future exchange rates, the Companies’ ability to carry\non exploration, development, and mining activities as currently contemplated;\nthe success of the new management team; the realization of synergies and\npremiums; the satisfaction of all conditions to the completion of the\nTransaction; Mineral Reserve and Mineral Resource estimates and the\nassumptions on which they are based; and that there will be no material\nadverse changes or disruptions affecting the Companies or its respective\nproperties. While Equinox and Orla consider these assumptions to be reasonable\nbased on information currently available, they may prove to be incorrect.\n\nAlthough Equinox and Orla believe that the expectations reflected in such\nforward-looking statements are reasonable, undue reliance should not be placed\non forward-looking statements since the Companies can give no assurance that\nsuch expectations will prove to be correct. The Companies caution that\nforward-looking statements involve known and unknown risks, uncertainties and\nother factors that may cause actual results and developments to differ\nmaterially from those expressed or implied by such forward-looking statements\ncontained in this news release. Such factors include, without limitation:\nrisks related to fluctuations in gold prices; fluctuations in prices for\nenergy inputs, labour, materials, supplies and services; fluctuations in\ncurrency markets; sanctions and/or tariffs against countries where Equinox\nGold has assets; the potential for labour-related disruptions and unplanned\ndelays or interruptions in scheduled construction, development and production,\nincluding by blockade; operational risks and hazards inherent with the\nbusiness of mining (including environmental accidents and hazards, industrial\naccidents, equipment breakdown, unusual or unexpected geological or structural\nformations, cave-ins, flooding and severe weather); the closing of the\nTransaction; proposed changes in management and the board of directors;\ninadequate insurance, or inability to obtain insurance to cover these risks\nand hazards; employee relations; relationships with, and claims by, local\ncommunities and indigenous populations; Equinox Gold’s ability to obtain all\nnecessary permits, licenses and regulatory approvals in a timely manner or at\nall; changes in laws, regulations and government practices, including\nenvironmental, export and import laws and regulations; capital,\ndecommissioning and reclamation estimates; the potential for legal\nrestrictions relating to mining including; expropriation; increased\ncompetition in the mining industry; and the ability of Equinox Gold to work\nproductively with its Indigenous and community partners. Additional factors\nare identified in Equinox’s most recently filed Annual Information Form,\nboth for the year ended December 31, 2025, and in its Management’s\nDiscussion & Analysis (“MD&A”) dated May 6, 2026 for the three months\nended March 31, 2026, all of which are available on Equinox’s profile on\nSEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar; and in Orla’s\nMD&A dated March 19, 2026 and in its most recently filed Annual Information\nForm, both for the year ended December 31, 2025, and in Orla’s MD&A dated\nMay 8, 2026 for the three months ended March 31, 2026, all of which are\navailable on Orla’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at\nwww.sec.gov/edgar. Accordingly, readers are cautioned not to put undue\nreliance on the forward-looking statements or information contained in this\nnews release.\n\nForward-looking statements are designed to help readers understand\nmanagement's views as of that time with respect to future events and speak\nonly as of the date they are made. Except as required by applicable law, the\nCompanies assume no obligation to update or to publicly announce the results\nof any change to any forward-looking statement contained or incorporated by\nreference herein to reflect actual results, future events or developments,\nchanges in assumptions or changes in other factors affecting the\nforward-looking statements. If either Equinox or Orla updates any one or more\nforward-looking statements, no inference should be drawn that the company will\nmake additional updates with respect to those or other forward-looking\nstatements. All forward-looking statements contained in this news release are\nexpressly qualified in their entirety by this cautionary statement.\n\nNon-IFRS Measures. This news release refers to EBITDA (earnings before\ninterest, taxes, depreciation and amortization), free cash flow, and\nliquidity, which are measures with no standardized meaning under International\nFinancial Reporting Standards (“IFRS”) and may not be comparable to\nsimilar measures presented by other companies. Their measurement and\npresentation are intended to provide additional information and should not be\nconsidered in isolation or as a substitute for measures of performance\nprepared in accordance with IFRS. Non-IFRS measures are widely used in the\nmining industry as measurements of performance and the Companies believes that\nthey provide further transparency into costs associated with producing gold\nand will assist analysts, investors and other stakeholders of the Companies in\nassessing their respective operating performance, ability to generate free\ncash flow from current operations and their overall value. Refer to the\n“Non-IFRS measures” section of Equinox’s MD&A for the three months ended\nMarch 31, 2026 and for the year ended December 31, 2025, and the “Non-GAAP\nmeasures” section of Orla’s MD&A for the three months ended March 31, 2026\nand for the year ended December 31, 2025, for a more detailed discussion of\nthese non-IFRS measures and their calculation."},"type":"article","timestamp":"2026-05-13T10:00:00.875962055Z","server_sent_at_ms":1778666400875},"received_at":"2026-05-13T10:00:01.307Z","source_url":null},"analysis":{"id":"23679","press_release_id":"33006","analysis_json":{"industry":{"label":"Gold","sector":"Materials"},"redFlags":[],"eventType":"m_and_a","narrative":"Equinox Gold and Orla Mining have entered into a definitive agreement to combine, creating a new senior gold producer with expected annual gold production of 1.1 million ounces and an implied market capitalization of $18.5 billion.\n\nThe combined company will be anchored by three long-life Canadian gold mines, with a clear path to more than 1.9 million ounces of annual gold production from North American growth assets.\n\nEquinox and Orla will benefit from a combined free cash flow profile of approximately $1.4 billion in 2026, based on current analyst consensus estimates, and a total available liquidity of $1.4 billion to drive growth and continued shareholder returns.\n\nThe transaction is expected to close in Q3 2026, subject to shareholder and court approvals, and includes break fees of $475 million and $250 million payable by Equinox and Orla, respectively, in certain circumstances.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Equinox and Orla combine to create a new senior gold producer with a strong growth pipeline and significant free cash flow."},"keyFigures":{"dealValueUsd":18500000000,"customDimensions":{"ebitda_2026":3400000000,"free_cash_flow_2026":1400000000,"annual_gold_production":1100000,"growth_gold_production":800000,"inferred_mineral_resources":13000000,"proven_probable_mineral_reserves":22700000,"measured_indicated_mineral_resources":25100000}},"quotedText":"Today is an incredibly exciting day for both Equinox and Orla shareholders as we announce a business combination that creates a senior North American gold producer with increased scale, high-quality long-life assets, and one of the strongest organic growth pipelines in the sector.","namedEntities":{"people":[{"name":"Chuck Jeannes","role":"Chair of the board of directors"},{"name":"Darren Hall","role":"CEO of Equinox"},{"name":"Jason Simpson","role":"President and CEO of Orla"},{"name":"Ross Beaty","role":"Chair Emeritus"},{"name":"Pierre Lassonde","role":"Orla shareholder"},{"name":"Prem Watsa","role":"Orla shareholder"},{"name":"Matthew MacPhail","role":"Senior Vice President Business Planning and Technical Services for Equinox"},{"name":"J. 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The deal is expected to close in Q3 2026, and it includes substantial financial and operational benefits for both sets of shareholders."},"tickerRelevance":{"others":[{"ticker":"OLA","relevance":"target"}],"primary":"EQX"},"globalImportance":75,"audienceRelevance":60,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"mid-cap","eventGravity":"M&A creating a new senior gold producer","sectorWeight":"Materials","householdBrandBoost":"moderate","marketCapAdjustment":"large deal value","retailFavoriteBoost":"moderate"}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":5,"narrative":"Equinox Gold and Orla Mining have entered into a definitive agreement to combine, creating a new senior gold producer with expected annual gold production of 1.1 million ounces and an implied market capitalization of $18.5 billion.\n\nThe combined company will be anchored by three long-life Canadian gold mines, with a clear path to more than 1.9 million ounces of annual gold production from North American growth assets.\n\nEquinox and Orla will benefit from a combined free cash flow profile of approximately $1.4 billion in 2026, based on current analyst consensus estimates, and a total available liquidity of $1.4 billion to drive growth and continued shareholder returns.\n\nThe transaction is expected to close in Q3 2026, subject to shareholder and court approvals, and includes break fees of $475 million and $250 million payable by Equinox and Orla, respectively, in certain circumstances.","key_figures":{"dealValueUsd":18500000000,"customDimensions":{"ebitda_2026":3400000000,"free_cash_flow_2026":1400000000,"annual_gold_production":1100000,"growth_gold_production":800000,"inferred_mineral_resources":13000000,"proven_probable_mineral_reserves":22700000,"measured_indicated_mineral_resources":25100000}},"named_entities":{"people":[{"name":"Chuck Jeannes","role":"Chair of the board of directors"},{"name":"Darren Hall","role":"CEO of Equinox"},{"name":"Jason Simpson","role":"President and CEO of Orla"},{"name":"Ross Beaty","role":"Chair Emeritus"},{"name":"Pierre Lassonde","role":"Orla shareholder"},{"name":"Prem Watsa","role":"Orla shareholder"},{"name":"Matthew MacPhail","role":"Senior Vice President Business Planning and Technical Services for Equinox"},{"name":"J. 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