Arrangement Agreement Between Equinox Gold Corp. and Orla Mining Ltd.

This filing details an Arrangement Agreement between Equinox Gold Corp. ("Acquiror") and Orla Mining Ltd. ("Company"), dated May 12, 2026. The agreement outlines the terms for Acquiror to acquire all issued and outstanding Company Shares through a Plan of Arrangement. Both the Acquiror Board and the Company Board have unanimously determined that this business combination is in their respective best interests and have approved the transaction. The agreement specifies the consideration to be provided, consisting of Acquiror Shares and a cash payment. It also details the conditions precedent, covenants, and termination provisions governing the arrangement. The filing includes various exhibits and schedules, such as the Plan of Arrangement, voting support agreements, and material change reports, providing comprehensive details on the transaction.