Strategic Rationale

Equinox Gold’s Board of Directors and management team believe merging with Orla will accelerate achievement of the Company’s growth and revaluation objectives, delivering greater value to Equinox Gold shareholders than could be achieved on a standalone basis. The combination of Equinox Gold and Orla will create:

• North America’s new senior gold producer: 1.1 million ounces of gold production¹ from a highly complementary portfolio of six North American mines, underpinned by a significant gold endowment of approximately 23 million ounces of Proven & Probable Mineral Reserves²;
• Peer leading, growth profile to more than 1.9 million ounces annually: Clear path to more than 800,000 ounces³ of near-term organic gold production growth from North American assets, both enhancing and accelerating Equinox Gold’s growth potential;
• Second largest producer of Canadian gold: 100% ownership of three cornerstone Canadian mines that are expected to collectively produce 685,000 ounces of gold in 2026¹ with potential for production growth and mine life extension from expansion and exploration upside;
• Enhanced scale and diversification while maintaining jurisdictional simplicity: Highly complementary asset portfolios in Canada, the USA and Mexico, allowing the shareholders of each company to participate in accelerated production growth milestones while maintaining a tier-one North American jurisdictional profile;
• Substantial free cash flow generation and robust financial position: Combined free cash flow profile of approximately $1.4 billion in 2026⁴, based on current analyst consensus estimates, and approximately $1.4 billion of total available liquidity⁴ to drive growth and continued shareholder returns, while maintaining financial flexibility;
• Industry leading team of mine builders and operators: Key additions to both the Board and management team creates a leadership team with proven track records of delivering enhanced shareholder value across key metrics such as production, Mineral Reserves, cash flow and net asset value, and a shared commitment to operational excellence, disciplined capital allocation and responsible mining;
• Diversified portfolio provides scale and optionality: Six producing mines and four growth projects across four North American countries (Canada, USA, Mexico and Nicaragua) provide immediate operating strength, project sequencing flexibility, known near-mine exploration upside and longer-term optionality;
• Improved capital markets profile and significant re-rate potential: Combined company delivers advantages neither company could achieve on a standalone basis, including increased scale and liquidity, lower risk, peer-leading production growth underpinned by a sizeable Mineral Reserve endowment, and stronger free cash flow, providing significant re-rating potential.

1. Mid-point of Equinox Gold’s and Orla’s 2026 guidance, on a full-year basis, as further detailed in the Equinox Gold news release dated January 14, 2026 and the Orla news release dated January 20, 2026, respectively.
2. A full breakdown of Equinox Gold’s mineral reserves and resources is available here. A full breakdown of Orla’s mineral reserves and resources is available here.
3. Anticipated production growth comes from completion of the Valentine Phase 2 expansion (Canada) and with Castle Mountain (USA), South Railroad (USA), Los Filos (Mexico) and Camino Rojo underground (Mexico) in production and operating in line with expectations outlined in current technical reports, which technical reports are available under the respective SEDAR+ profiles of Equinox Gold (in the case of Valentine, Castle Mountain and Los Filos) and Orla (in the case of South Railroad and Camino Rojo).
4. Free cash flow is a non-IFRS measure, which are measures with no standardized meaning under International Financial Reporting Standards (“IFRS”) and may not be comparable to similar measures presented by other companies. Total combined liquidity at March 31, 2026 as per Equinox Gold and Orla’s financial results.