Announcement • Jul 31
Equinox Gold Corp. (TSX:EQX) completed the acquisition of Orla Mining Ltd. (TSX:OLA) from a group of shareholders.
Equinox Gold Corp. (TSX:EQX) entered into a definitive arrangement agreement to acquire Orla Mining Ltd. (TSX:OLA) from a group of shareholders for $5.6 billion on May 12, 2026. Under the terms of the agreement, Orla shareholders will receive 1 Equinox common share and a nominal cash payment of $0.0001 for each Orla common share held. Upon completion of the transaction, existing Equinox shareholders and former Orla shareholders will own approximately 67% and 33% of the outstanding common shares of the combined company, respectively, on a fully diluted in-the-money basis. The combined company will continue under the name "Equinox Gold Corp." Equinox Gold intends to cause Orla to (i) delist the Orla shares from the Toronto Stock Exchange and NYSE American Stock Exchange, (ii) apply to cease to be a reporting issuer, and (iii) otherwise terminate its public company reporting requirements as soon as possible. In case of termination, Equinox Gold Corp. will pay a termination fee of $475 million, while Orla Mining Ltd. will pay $250 million.
Upon closing of the transaction, Ross Beaty has stepped down as Chairman of the Board and has been appointed Chairman Emeritus and Special Advisor to the Board. Chuck Jeannes has been appointed incoming Chairman of the Board. Equinox's current Chief Executive Officer, Darren Hall, will remain as Chief Executive Officer, while Orla's current President and Chief Executive Officer, Jason Simpson, will join Equinox Gold's leadership team as President. The board of directors of the combined company will consist of eleven directors, with Chuck Jeannes as Chair, along with six directors from Equinox and an additional four directors from Orla. Officers and directors of Orla, Pierre Lassonde, and certain affiliates of Fairfax Financial Holdings Limited, who collectively hold approximately 20% of the outstanding Orla common shares, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Orla common shares in favor of the transaction.
The transaction will be effected pursuant to a court approved plan of arrangement under the Canada Business Corporations Act. The transaction will require approval by 66 2/3 percent of the votes cast by the shareholders of Orla, and Equinox shareholder approval. Meanwhile, the issuance of Equinox common shares pursuant to the transaction is subject to approval by the shareholders of Equinox by a simple majority of the votes cast at a special meeting of Equinox shareholders expected to be held in July 2026. In addition to shareholder approval, the closing of the transaction is subject to court approval, applicable regulatory approvals, including both Canadian and Mexican competition authorization, approval of the listing of the Equinox common shares to be issued under the Transaction on the Toronto Stock Exchange and the NYSE American Exchange, and the satisfaction of certain other closing conditions customary for a transaction of this nature. The transaction is expected to close in Q3 2026. The board of both parties unanimously approved the deal. A special committee for formed by Orla in connection with the transaction. On July 22, 2026, Equinox Gold shareholders have approved the share issuance resolution at a Special Meeting of Shareholders in connection with the proposed business combination. With approval by Equinox Gold shareholders and Orla securityholders in hand, Orla will seek a final order from the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on, or about July 28, 2026. In addition to court approvals, the Arrangement is subject to applicable regulatory approvals, including both Canadian and Mexican competition authorization, which have both been received, approval of the listing of the Equinox Gold common shares to be issued under the Arrangement on the Toronto Stock Exchange and NYSE American Exchange, and the satisfaction of certain other closing conditions customary for an Arrangement of this nature. If all conditions are satisfied or waived, the Arrangement is expected to close on July 31, 2026. As of July 28, 2026, the Supreme Court of British Columbia has granted the final order in connection the arrangement.
BMO Nesbitt Burns Inc. acted as financial advisor to Equinox. BMO Nesbitt Burns Inc. and CIBC World Markets Inc. acted as fairness opinion provider to the board of directors of Equinox. Scotia Capital Inc. acted as financial advisor and fairness opinion provider to the Orla Special Committee. Fort Capital Securities Ltd. acted as fairness opinion provider to the Orla Special Committee. Bob Wooder of Blake, Cassels & Graydon LLP and Christopher Cummings of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Equinox. Trinity Advisors Corporation acted as financial advisor to Orla. Meanwhile, Jen Hansen, Jay King, Jeffrey (Jeff) Roy, Jacob Cawker, Brandon Manhas, Sandra Gogal, David Budd, Jennifer Wasylyk, Davit Akman, Laurie Jessome, Guy-Étienne Richard, Brenda Swick, Cathy Mercer, Raivo Uukkivi, Robert (Rob) Lysy, Zahra Nurmohamed, and Tera Li Parizeau of Cassels Brock & Blackwell LLP and John Koenigsknecht and David Stone of Crowell & Moring LLP acted as legal advisors to Orla. Bradley Freelan and Zach Austin of Fasken Martineau DuMoulin LLP acted as legal advisor to Orla Special Committee. Computershare Investor Services Inc. acted as depository bank for Equinox Gold Corp. and Orla Mining Ltd. The Laurel Hill Advisory Group LLC acted as information agent for Orla Mining Ltd. and Equinox Gold Corp. Equinox Gold has agreed to pay Laurel Hill an aggregate fee of $0.15 million (CAD 0.2 million)
Equinox Gold Corp. (TSX:EQX) completed the acquisition of Orla Mining Ltd. (TSX:OLA) from a group of shareholders on July 31, 2026.
