Equinox Gold and Orla Mining to combine
Torys is acting as counsel to Fairfax Financial as a shareholder in Orla Mining with a team that includes Janan Paskaran (corporate/M&A) and John Tobin (tax).
On May 13, 2026, Equinox Gold Corp. ("Equinox") and Orla Mining Ltd. ("Orla") announced that they 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." ("Equinox Gold") and 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.
Under the terms of the arrangement agreement, Equinox will acquire all of the issued and outstanding common shares of Orla. 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.
The transaction will be effected by way of a court approved plan of arrangement under the Canada Business Corporations Act and require approval by 66 2/3% of votes cast by the shareholders of Orla at a special meeting expected to be held in July 2026.
Officers and directors of Orla, Pierre Lassonde, and certain affiliates of Fairfax Financial Holdings Limited (“Fairfax Financial”), who collectively hold approximately 20% of the outstanding common shares of Orla, entered into voting support agreements to vote their common shares in favour of the transaction.
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 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. Closing is expected to occur in Q3 2026.
Upon closing, 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.
Further information can be found on Canada Newswire’s website.
Orla acquires, develops, and operates mineral properties. It has three material projects, consisting of two operating mines and one development project, all 100% owned by Orla
- Camino Rojo, an operating gold and silver open-pit and heap leach mine in Zacatecas State, Mexico;
- Musselwhite an underground gold mine in northwestern Ontario, Canada; and
- South Railroad, a feasibility-stage, open pit, heap leach gold project located on the Carlin trend in Nevada, United States.
Equinox is a Canadian mining company positioned for growth with a strong foundation of high-quality, long-life gold operations in Canada and across the Americas, and a pipeline of development and expansion projects.