On May 13, 2026, Orla Mining Ltd. (“Orla”) and Equinox Gold Corp. (“Equinox”) announced that they have entered into a definitive arrangement agreement (the “Agreement”) for an at-market combination to create a new North American senior gold producer with an US$18.5 billion implied market capitalization. Pursuant to the Agreement, Equinox will acquire all of the issued and outstanding common shares of Orla pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the “Transaction”). The combined company will continue under the name “Equinox Gold Corp.”
Under the terms of the Agreement, Orla shareholders will receive 1.00 Equinox common share and a nominal cash payment of US$0.0001 for each Orla common share held immediately prior to the effective time of the Transaction. 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.
In addition to shareholder and court approvals, the Transaction is subject to 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.
Fasken is acting as legal advisor to the Orla Special Committee with a team comprised of Brad Freelan, Zach Austin, Evan Conover and Madeleine MacLean.
Jurisdiction
- British Columbia
