-- Your vote matters to your investment -- vote today!
-- The Board of Directors of Orla unanimously recommends that Shareholders
vote FOR the Arrangement Resolution.
-- Shareholder questions or need voting assistance? Please contact Laurel
Hill Advisory Group by email at assistance@laurelhill.com, or by texting
"INFO" to, or calling, 1-877-452-7184 (North American toll-free) or
1-416-304-0211 (outside North America).
VANCOUVER, BC, June 23, 2026 /CNW/ - Orla Mining Ltd. (TSX: OLA) (NYSE: ORLA) ("Orla" or the "Company") is pleased to announce that in connection with the previously announced business combination (the "Arrangement") with Equinox Gold Corp. (TSX: EQX; NYSE: EQX) ("Equinox"), Orla has filed and commenced mailing of its notice of meeting, management information circular (the "Circular") and related documents (collectively, the "Meeting Materials") with securities regulators for the upcoming special meeting (the "Meeting") of the holders of common shares of Orla (the "Shareholders").
The Meeting Materials can now be accessed online on Orla's website at https://orlamining.com/investors/special-meeting/ and under the Company's profile on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov, respectively.
Meeting Details
The Meeting will be held on July 22, 2026 at 9:00 a.m. $(PST)$ at the offices of Cassels Brock & Blackwell LLP, Suite 3100, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8. The Meeting will be held in person.
At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution") to approve the Arrangement pursuant to a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act, whereby Equinox will acquire all of the issued and outstanding common shares of Orla in accordance with the arrangement agreement entered into by the parties dated May 12, 2026 (the "Arrangement Agreement").
Under the terms of the Arrangement, each common share of Orla will be exchanged for 1.00 common share of Equinox and US$0.0001 in cash. Following completion of the Arrangement, former Shareholders are expected to own approximately 33% of the combined company, while existing shareholders of Equinox are expected to own approximately 67% of the combined company, in each case on a fully-diluted in-the-money basis based on the number of issued and outstanding securities of Orla and Equinox as of the date of the Arrangement Agreement.
Interim Order and No Action Letter
The Company is also pleased to announce that the Supreme Court of British Columbia (the "Court") has issued an interim order (the "Interim Order") regarding the Arrangement which authorizes Orla to proceed with the Meeting and addresses other Meeting related matters. A copy of the Interim Order is included in the Circular. Subject to receipt of the requisite approvals by Shareholders at the Meeting, it is expected that Orla will apply for a final order of the Court approving the Arrangement on or about July 28, 2026.
In addition, on May 15, 2026, Orla and Equinox submitted to the Commissioner of Competition a request for an advance ruling certificate or, in the alternative, a no action letter and a waiver. On June 1, 2026, the Commissioner of Competition issued a no action letter to Orla and Equinox and waived the obligation for Orla and Equinox to submit information prescribed pursuant to subsection 114(1) of the Competition Act in respect of the Arrangement. A no action letter provides written confirmation from the Commissioner of Competition that he or she does not, at that time, intend to make an application under section 92 of the Competition Act. This satisfies the Canadian competition approval closing condition to the Arrangement.
Strategic Rationale
-- Opportunity to participate in future value creation from the Arrangement:
Under the Arrangement, Shareholders will receive common shares of Equinox
and are expected to own approximately 33% of the combined company on a
fully-diluted basis, allowing Shareholders to participate in future
upside and value creation of the combined company.
-- Creation of a new North American senior gold producer: The combined
company will have 1.1 million ounces of expected annual gold production
from a highly complementary portfolio of six North American mines,
underpinned by a significant endowment of approximately 23 million ounces
of proven & probable mineral reserves.
-- Peer leading, growth profile leading to potentially more than 1.9 million
ounces of annual production: Clear path to more than 800,000 ounces1 of
near-term gold production growth from the Valentine Gold phase 2
expansion in Canada, South Railroad Project and Castle Mountain Gold
Project in the U.S., and Los Filos Mining Complex and Camino Rojo Mine in
Mexico.
-- Second largest producer of Canadian gold: The Greenstone Gold Mine,
Valentine Gold Mine, and Musselwhite Mine are expected to collectively
produce 685,000 ounces of gold in 20262, with significant potential for
production growth and mine life extension from expansion and exploration
upside, resulting in significant production from a market-preferred, low
risk jurisdiction.
-- Substantial free cash flow generation and robust financial position:
Combined free cash flow profile of approximately $1.4 billion in 2026
based on current analyst consensus estimates; combined entity expected to
have $1.4 billion of total available liquidity to drive growth and
continued shareholder returns while maintaining strong financial
flexibility.
-- Leadership and support from an industry leading team of mine builders and
operators: The combined company will be led by a team with a proven track
record of shareholder value creation led by Charles Jeannes, Darren Hall,
and Jason Simpson, with ongoing support from Ross Beaty and key
shareholders Pierre Lassonde and Prem Watsa and certain affiliates of
Fairfax Financial Holdings Limited.
-- Diversified portfolio offers enhanced scale and optionality: Six
producing assets and four growth projects across four countries (Canada,
U.S., Mexico, and Nicaragua) provide immediate operating strength,
project sequencing flexibility, known near-mine exploration upside, and
longer-term optionality.
-- Enhanced capital markets profile and significant re-rating potential: The
combined company offers greater scale, lower risk, peer-leading
production growth underpinned by a sizeable Mineral Reserve endowment,
and superior free cash flow, providing significant re-rating potential.
-- Operational symmetry and enhanced efficiency: The combination of two
public companies and two strong teams with complementary North American
operating platforms is expected to drive operational efficiencies.
-- Review of strategic alternatives: After consultation on the proposed
Arrangement with Orla's management team, their financial and legal
advisors and, in the case of the board of directors of Orla (the "Board"),
with the special committee comprised of only independent directors of the
Company (the "Special Committee"), and after review of the current and
prospective business climate in the mining industry, including assessing
other potential strategic alternatives, including a standalone
independent scenario, in each case taking into account the potential
benefits, risks and uncertainties associated with those other
opportunities, the Special Committee and the Board believe that the
Arrangement is in the best interest of the Company.
-- Balanced governance and management participation: The board of directors
of the combined company will consist of eleven directors with five
directors coming from Orla's board of directors, including Charles
Jeannes who will be Chair of the board of directors of the combined
company. Additionally, Orla's current President and Chief Executive
Officer, Jason Simpson, will become President of the combined company.
All of these considerations will allow for oversight of, continuing
influence on, and input into the strategic direction of the combined
company by people from Orla.
-- Other factors: The Special Committee and the Board also carefully
considered the Arrangement with reference to current economics, industry
and market trends affecting each of the Company and Equinox in the metals
and mining industry, information concerning mineral reserve and mineral
resource estimates, business, operations, properties, assets, financial
condition, risks, operating results and prospects of each of the Company
and Equinox and the historical trading prices of the common shares of
Orla and the common shares of Equinox, taking into account the results of
the Company's due diligence review of Equinox and its properties.
(________________________________________)
(1) Anticipated production growth from completion
of the Valentine Gold Mine phase 2 expansion and with
Castle Mountain Gold Project, Los Filos Mining Complex,
South Railroad Project and Camino Rojo Mine in production.
(2) Mid-point of Equinox's and Orla's 2026 guidance,
on a full-year basis, as further detailed in the news
release of Equinox dated January 14, 2026 and the
news release of Orla dated January 20, 2026, respectively.
Board Recommendation
(MORE TO FOLLOW) Dow Jones Newswires
June 23, 2026 17:30 ET (21:30 GMT)
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