Equinox Gold to acquire Orla Mining in US$18.5B senior gold producer deal

Cassels, Fasken, Blakes among counsel

Canadian gold producers Equinox Gold Corp. and Orla Mining Ltd. have entered into a definitive arrangement agreement for an at-market combination to create a new North American senior gold producer with approximately 1.1 million ounces of expected annual gold production and an US$18.5 billion implied market capitalization. The combined company will continue under the name Equinox Gold Corp.

The combined company will be anchored by three long-life Canadian gold mines, with a clear path to more than 1.9 million ounces of annual gold production from an internally funded North American growth pipeline. Equinox's Greenstone mine in Ontario and Valentine mine in Newfoundland & Labrador, together with Orla's Musselwhite mine in Ontario, are expected to collectively produce 685,000 ounces of gold in 2026, making the combined entity the second-largest producer of Canadian gold. This Canadian production is supported by 75,000 ounces of expected gold production from the U.S., 115,000 ounces from Mexico, and 225,000 ounces from Nicaragua.

Under the terms of the agreement, Orla shareholders will receive 1.00 Equinox common share and a nominal cash payment of $0.0001 for each Orla common share held immediately prior to the effective time of the transaction. Upon completion, existing Equinox shareholders and former Orla shareholders will own approximately 67 percent and 33 percent of the outstanding common shares of the combined company, respectively, on a fully diluted in-the-money basis.

Upon closing, Equinox's current chief executive officer Darren Hall will remain as CEO, 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 chairperson, six directors from Equinox, and four directors from Orla. Ross Beaty will step down as chairperson and become special advisor to the board.

"Today is an incredibly exciting day for both Equinox and Orla shareholders as we announce a business combination that creates a senior North American gold producer with increased scale, high-quality long-life assets, and one of the strongest organic growth pipelines in the sector," Equinox CEO Darren Hall said in a press release. "The combined company will produce 1.1 million ounces of gold in 2026 from a North American portfolio and enables a funded, tier-1 platform with the capacity to deliver a 70 percent growth trajectory to 1.9 million ounces, all while maintaining jurisdictional simplicity."

"Orla was built on a simple idea: acquire the right assets, develop them with discipline, and operate them well," said Orla president and CEO Jason Simpson. "That philosophy fits naturally with what Equinox has built — two companies with complementary assets, shared values, and a track record of continued execution and delivering on operational results. Together, we have the production base, the balance sheet, and the team to compete at a level otherwise unattainable by either company on its own. The Canadian cornerstone assets provide the foundation that very few gold producers can match."

On the legal side, Cassels Brock & Blackwell LLP is acting as Canadian legal counsel to Orla Mining. Crowell & Moring LLP is serving as U.S. legal advisor to Orla. Fasken Martineau DuMoulin LLP is acting as Canadian legal advisor to the Orla special committee.

Blake, Cassels & Graydon LLP is acting as Canadian legal counsel to Equinox Gold, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as U.S. legal advisor to Equinox.

BMO Capital Markets is acting as financial advisor to Equinox, with BMO and CIBC World Markets Inc. each providing a fairness opinion to the Equinox board. Trinity Advisors Corporation is acting as financial advisor to Orla, while Scotiabank is acting as financial advisor to the Orla special committee, with Scotiabank and Fort Capital providing fairness opinions to the special committee.

The deal is expected to close in the third quarter of 2026, subject to customary closing conditions.

 

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