Orla Mining (OLA) M&A announcement summary

Deal rationale and strategic fit

• Merger creates a leading North American senior gold producer with 1.1 million ounces of annual production and a clear path to over 1.9 million ounces by 2026 through organic growth projects, representing a 70% increase from current levels.

• Combined entity will be the second-largest Canadian gold producer, anchored by three long-life Canadian mines and significant exposure to tier-1 jurisdictions.

• Both companies bring highly complementary asset bases, six producing assets, four growth projects, and strong operating teams, offering scale, flexibility, and exploration upside.

• Enhanced financial strength and free cash flow generation support both growth and shareholder returns.

• Supported by cornerstone shareholders and a proven leadership team with a track record of value creation.

Financial terms and conditions

• Orla shareholders receive 1.00 Equinox share and $0.0001 in cash per Orla share; pro forma ownership is 67% Equinox and 33% Orla on a fully diluted basis.

• Combined company will have an implied market capitalization of $18.5 billion.

• Estimated 2026 EBITDA of $3.4 billion and free cash flow of $1.4 billion based on consensus estimates.

• Reciprocal break fees: $475 million payable by Equinox and $250 million by Orla under certain circumstances.

• Both companies maintain existing dividend policies until close.

Synergies and expected cost savings

• Growth pipeline will be optimally sequenced, allowing flexibility in capital allocation and execution, with opportunities to share construction teams and resources across projects.

• Significant free cash flow generation and robust financial position to fund growth and return capital to shareholders.

• Improved efficiencies from combining two complementary operating platforms focused in Canada and the U.S.

• Enhanced ability to return significant capital to shareholders due to increased financial flexibility.