Mr. Greg Smith reports

EQUINOX GOLD CONSOLIDATES OWNERSHIP OF THE GREENSTONE GOLD MINE ARRANGES TERM LOAN AND BOUGHT DEAL EQUITY FINANCING

Equinox Gold Corp. has entered into a binding share purchase agreement with certain funds managed by Orion Mine Finance Management LP to acquire Orion's 40-per-cent interest in Greenstone Gold Mine GP Inc., giving Equinox Gold 100-per-cent ownership of the Greenstone mine in Ontario, Canada. All dollar amounts shown in U.S. dollars unless otherwise indicated.

Under the terms of the SPA, Equinox Gold will pay $995-million to acquire Orion's 40-per-cent interest in Greenstone, payable as follows:

• 42.0 million common shares of Equinox Gold valued at $250-million;
• $705-million in cash payable on closing;
• $40-million in cash payable by Dec. 31, 2024.

Equinox Gold will finance the cash consideration with net proceeds from both a new $500-million three-year term loan and a bought deal equity financing of common shares of Equinox Gold for approximately $260-million.

Anticipated benefits to Equinox Gold shareholders:

• Rare opportunity to consolidate a world-class gold mine: consolidates 100-per-cent ownership of Greenstone, one of the largest and highest-grade open-pit gold mines in Canada, a top mining jurisdiction, at the beginning of its expected 14-plus-year mine life and into a historically strong gold price environment;
• Increases production and is significantly accretive to near-term EBITDA (earnings before interest, taxes, depreciation and amortization) and cash flow: increases the company's annual gold production by an expected 160,000 low-cost ounces per year with significant near-term EBITDA and cash flow per share accretion; consolidated Greenstone will be Equinox Gold's largest mine, producing an expected average of 400,000 ounces of gold per year over the first five years, and is expected to be one of the world's lowest-cost open-pit gold mines, with cash costs in the industry's lower quartile;
• Delivers substantial growth and exploration potential: consolidates the Greenstone underground deposit, a key expansion opportunity at Greenstone, as well as multiple gold deposits in a highly prospective land package over a 100-kilometre trend to the west of Greenstone, enhancing the company's long-term growth profile with both expansion and exploration potential.

Ross Beaty, chairman of Equinox Gold, stated: "When we acquired our 60-per-cent interest in Greenstone in 2021, our goal was to ultimately own the whole mine. Consolidating 100 per cent of Greenstone into Equinox Gold delivers our shareholders full exposure to a mine of outstanding scale and quality, in one of the best mining jurisdictions in the world, while meaningfully growing our expected production, cash flow and reserves."

Greg Smith, president and chief executive officer of Equinox Gold, commented: "Opportunities to own gold mines like Greenstone are incredibly rare in our industry, and the Greenstone mine will now be the foundation for long-term value creation in our company. I also welcome Orion as a shareholder of Equinox Gold and thank them for being a great partner over the last few years, as together with the Greenstone team, we have executed a very successful mine build. Greenstone is well into hot commissioning, with first gold in sight. Now, as full owners, we remain focused on advancing Greenstone to commercial production and look forward to surfacing its full potential."

Istvan Zollei, managing partner of Orion, stated: "Orion has been an investor in the Greenstone gold project since 2016 and collaborative joint venture partners with Equinox Gold since 2021. We've been very pleased to see the crucial construction and operational milestones being delivered by the team and look forward to seeing the mine achieve its full potential. Our partnership with Equinox Gold has been outstanding and synergistic, and we look forward to our ongoing co-operation with the Equinox Gold team as a supportive shareholder."

Transaction financing

A syndicate of banks comprising Bank of Nova Scotia, Bank of Montreal, ING Capital LLC and National Bank of Canada have provided underwritten commitments for a term loan of $500-million to be used to partially finance the cash consideration pursuant to the SPA. The term loan will have a three-year term with no principal payments during the first two years. Commencing two years after the closing date, the term loan will be repaid in quarterly instalments equal to 10 per cent of the then outstanding principal amount of the term loan, with the remaining principal amount to be repaid at maturity. Interest, covenants and other terms are substantially consistent with the company's existing revolving credit facility. The term loan is expected to be completed in connection with closing of the transaction.

In addition, Equinox Gold has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets, National Bank Financial Inc. and Scotiabank as joint book runners, pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 49.06 million common shares of Equinox Gold at a price of $5.30 per common share for aggregate gross proceeds of approximately $260-million.

The company has granted the underwriters an overallotment option, exercisable in whole or in part at any time at the offering price up to 30 days after closing of the offering, to purchase up to an additional 15 per cent of the number of common shares issued pursuant to the offering.

The company intends to use the net proceeds of the offering to finance a portion of the cash consideration pursuant to the SPA due at closing of the transaction with any excess net proceeds used for general working capital and corporate purposes, including repayment of certain indebtedness.

Closing of the offering is expected to occur on or about April 26, 2024, subject to customary closing conditions, including the receipt of all necessary approvals of the Toronto Stock Exchange and the NYSE American in accordance with their applicable listing requirements.

The offering will be made in each of the provinces and territories of Canada, other than Quebec, by way of a prospectus supplement to the company's short form base shelf prospectus dated Nov. 21, 2022. The company has filed a registration statement on Form F-10 (including the base shelf prospectus) and the prospectus supplement with the U.S. Securities and Exchange Commission in accordance with the multijurisdictional disclosure system established between Canada and the United States for the offering. The offering may also be made on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions. Before investing, prospective investors should read the base shelf prospectus, the prospectus supplement, when available, the documents incorporated by reference therein, the registration statement containing such documents and other documents the company has filed with the SEC for more complete information about the company and the offering.

When available, these documents may be viewed at no charge on SEDAR+ and on the SEC's EDGAR. Alternatively, copies of these documents, when available, may be obtained upon request by contacting BMO Nesbitt Burns Inc. by mail at Brampton Distribution Centre care of the Data Group of Companies, 9195 Torbram Rd., Brampton, Ont., L6S 6H2, by telephone at 905-791-3151, extension 4312, or by e-mail at torbramwarehouse@datagroup.ca, and in the United States by contacting BMO Capital Markets Corp. by mail at 151 West 42nd St., 32nd floor, New York, N.Y., 10036, attention: equity syndicate department, by telephone at 1-800-414-3627 or by e-mail at bmoprospectus@bmo.com.

Additional transaction details

Completion of the transaction is expected to occur in second quarter 2024 and is subject to customary closing conditions and receipt of certain regulatory and other approvals. The transaction does not require shareholder approval.

Pursuant to and in compliance with U.S. securities laws, the company is restricted from marketing activities related to the transaction prior to closing of the offering.

Advisers and counsel

GenCap Mining Advisory Ltd. is acting as financial and debt adviser, and Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsel to Equinox Gold.

RBC Capital Markets is acting as financial adviser, and Torys LLP is serving as legal counsel to Orion.

About Equinox Gold Corp.

Equinox Gold is a growth-focused Canadian mining company with seven operating gold mines, commissioning under way at a new mine and a plan to achieve more than one million ounces of annual gold production by advancing a pipeline of expansion projects. Equinox Gold's common shares are listed on the Toronto Stock Exchange and the NYSE American under the trading symbol EQX.

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