Equinox Gold Announces Sale of Brazil Operations for Total Consideration of $1.015 Billion, Focusing on Near-Term North American Growth

Rhea-AI Summary

Equinox Gold (TSX/NYSE AMERICAN: EQX) agreed to sell its 100% interest in the Aurizona Mine, RDM Mine and Bahia Complex in Brazil to a CMOC Group subsidiary for $1.015 billion total consideration.

Consideration is $900 million upfront at closing plus a production-linked contingent cash payment of up to $115 million payable one year after closing. Closing is expected in Q1 2026, subject to regulatory approvals and customary conditions.

Proceeds will fully repay a $500 million Term Loan and a $300 million Sprott Loan, reduce the revolver, and support North American organic growth; 2026 pro forma production is forecast at 700,000–800,000 oz.

Positive

• $900M upfront cash proceeds at closing
• Total consideration of $1.015B
• Immediate repayment of $500M Term Loan
• Immediate repayment of $300M Sprott Loan
• 2026 pro forma production guidance of 700k–800k oz

Negative

• Loss of Brazil production that could reduce geographic diversification
• Contingent $115M payment depends on >200,000 oz performance
• Transaction subject to regulatory approvals, closing in Q1 2026

Key Figures

Total consideration $1.015 billion Sale of Brazil Operations to CMOC Group subsidiary

Upfront cash $900 million Cash due on closing of Brazil Operations sale

Contingent payment Up to $115 million Production-linked cash one year after closing

Term Loan repayment $500 million To be fully repaid from sale proceeds

Sprott Loan repayment $300 million To be fully repaid from sale proceeds

2026 production outlook 700,000–800,000 oz gold Anticipated annual 2026 production post-transaction

Contingent revenue share 12.5% of revenue For production between 200,000–280,000 oz in year after closing

Contingent threshold 280,000 ounces Production level triggering $115M contingent payment

Market Reality Check

$14.70 Last Close

Volume Volume 9,682,027 is about 25% above the 7,737,252 20-day average, indicating elevated interest ahead of this divestiture announcement. normal

Technical Shares trade above the 200-day MA of 8.48 and sit only 2.65% below the 52-week high of 15.1, reflecting a strong pre-news uptrend.

Peers on Argus

While EQX was up 0.14%, key gold peers like CDE (-4.7%), BTG (-3.96%), and EGO (-3.43%) were down, suggesting this Brazil asset sale was a stock-specific driver rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 18	Commercial production	Positive	+1.2%	Valentine Gold Mine reached commercial production with strong recoveries and throughput.
Nov 05	Earnings results	Positive	+2.2%	Record Q3 2025 production, revenue, strong EBITDA and net income plus debt reduction.
Oct 07	Production update	Positive	+3.4%	Record Q3 production, higher grades at Greenstone, first gold at Valentine, debt retirement.
Sep 15	First gold pour	Positive	+2.3%	First gold at Valentine with commissioning outperforming early throughput expectations.
Aug 28	Project progress	Positive	+0.8%	Ore processing start at Valentine, leadership additions at Greenstone, note settlement.

Pattern Detected

Recent growth and operational updates have typically seen positive share reactions, indicating investors have been rewarding EQX for production milestones, balance-sheet improvements, and Canadian growth progress.

Recent Company History

Over the last few months, Equinox Gold has steadily executed on a growth and de-risking plan. On Aug 28 it advanced Canadian operations at Valentine and Greenstone and settled US$139.2M in convertible notes. First gold at Valentine on Sep 14 and record Q3 production of over 236k oz in October supported strong 2025 guidance. Record Q3 revenue of $819.0M and ongoing debt reduction were highlighted on Nov 5, followed by commercial production at Valentine on Nov 18. Today’s Brazil sale continues that balance-sheet and portfolio-focus trajectory.

Market Pulse Summary

This announcement detailed the sale of Equinox Gold’s Brazil Operations for total consideration of $1.015 billion, including $900 million upfront and up to $115 million in production-linked contingent cash. Management indicated proceeds would fully repay a $500 million Term Loan and $300 million Sprott Loan and reduce a revolving credit facility, reinforcing prior debt-reduction steps. Investors can watch for closing progress, updated 2026 guidance of 700,000–800,000 oz, and execution at Valentine, Greenstone, Mesquite, and Nicaragua.

Key Terms

contingent cash payment financial

"and a production-linked contingent cash payment of up to $115 million one year after closing"

A contingent cash payment is money a buyer agrees to pay a seller only if specific future events or performance targets occur, like revenue milestones, profit levels, or regulatory approvals. Think of it as a performance bonus tied to future results; it shifts some risk of uncertain outcomes away from the buyer and onto the seller. Investors watch these payments because they affect future cash flows, deal valuation, and the true cost of an acquisition.

revolving credit facility financial

"and reducing our revolving credit facility. This will greatly reduce interest expense"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

fairness opinion financial

"BMO Capital Markets is acting as financial advisor to Equinox Gold and has provided a fairness opinion"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

AI-generated analysis. Not financial advice.

($900 Million Cash and Up to $115 Million Cash Contingent Payment)

Vancouver, British Columbia--(Newsfile Corp. - December 14, 2025) - Equinox Gold Corp. (TSX: EQX) (NYSE American: EQX) ("Equinox Gold" or the "Company") has agreed to sell its 100% interest in the Aurizona Mine, RDM Mine and Bahia Complex located in Brazil (the "Brazil Operations") to a subsidiary of the CMOC Group for total consideration of $1.015 billion (the "Transaction"). Under the Transaction, Equinox Gold will receive upfront cash of $900 million due on closing, subject to customary adjustments, and a production-linked contingent cash payment of up to $115 million one year after closing. Closing is expected in the first quarter of 2026, subject to regulatory approvals and other customary conditions, and is not subject to any financing conditions. All financial figures are in US dollars, unless otherwise indicated.

Darren Hall, Chief Executive Officer of Equinox Gold, stated: "The sale of our Brazil Operations is a pivotal step to position Equinox Gold as a North American focused gold producer underpinned by robust cash flow and a tier-one growth profile. The proceeds will transform our balance sheet and immediately strengthen our financial position by fully repaying our $500 million Term Loan and $300 million Sprott Loan, and reducing our revolving credit facility. This will greatly reduce interest expense and enhance per-share cash flow. The Company will have enhanced flexibility to self-fund organic growth and consider capital return initiatives within a disciplined capital allocation framework.

"Monetizing our Brazil Operations simplifies the portfolio and enables the Company to deploy capital toward higher-return, lower-risk, organic-growth opportunities in Canada and the United States. By concentrating on our long-life assets, including Greenstone in Ontario, Valentine in Newfoundland and Labrador, and Castle Mountain in California, we position the Company to deliver stronger margins and sustainable returns.

"With Valentine ramping up, continued performance improvements at Greenstone, and steady contributions from Mesquite and Nicaragua, Equinox Gold is positioned to drive long-term per-share value for our shareholders."

Pro Forma Production and Asset Profile

Following close of the Transaction, Equinox Gold's production platform will consist of the Valentine and Greenstone mines in Canada, the Mesquite mine in California, and the El Limón and Libertad mines in Nicaragua. As Valentine and Greenstone reach nameplate capacity, and assuming stable performance across the portfolio, the Company anticipates annual 2026 production of between 700,000 to 800,000 ounces of gold. Equinox Gold is also positioned for near-term organic growth from the Valentine Expansion, Castle Mountain Phase 2, and a redefined development plan at Los Filos in Mexico. Formal 2026 production and cost guidance will be provided in early 2026.

Strategic Rationale

• Balance-sheet strength: Significant immediate debt retirement and materially lower interest expense.

• Portfolio focus: Concentration on long-life, lower cost assets in tier-one jurisdictions.

• Growth capacity: Ability to self-fund expansions and exploration from cash flow.

• Shareholder alignment: Enhanced ability to consider disciplined capital return initiatives.

Following completion of the merger with Calibre Mining, the Company undertook a comprehensive review of the expanded portfolio and received numerous inbound queries. After evaluating several alternatives and engaging with multiple potential purchasers, Equinox Gold's Board of Directors concluded that the Transaction maximizes value for Equinox Gold's shareholders by providing enhanced flexibility to self-fund the Company's North American near-term growth strategy.

The contingent cash consideration of up to $115 million is payable following the one-year anniversary of closing if certain production thresholds are met, as outlined below:

• 12.5% of revenue for production between 200,000 and 280,000 ounces, or

• $115 million if production equals or exceeds 280,000 ounces.

The Transaction will take effect through the sale of the issued and outstanding shares of certain non-Brazilian Equinox Gold wholly-owned subsidiaries that indirectly own the Brazil Operations.

Advisors and Counsels

BMO Capital Markets is acting as financial advisor to Equinox Gold and has provided a fairness opinion in connection with the Transaction. Blake, Cassels & Graydon LLP and Veirano Advogados are acting as legal counsel to Equinox Gold in Canada and Brazil, respectively. Canaccord Genuity Corp. is acting as financial advisor to CMOC Group. McCarthy Tétrault LLP and Mattos Filho are acting as legal counsel to CMOC Group in Canada and Brazil, respectively.

ABOUT EQUINOX GOLD

Equinox Gold (TSX: EQX) (NYSE American: EQX) 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. Founded and chaired by renowned mining entrepreneur Ross Beaty and guided by a seasoned leadership team with broad expertise, the Company is focused on disciplined execution, operational excellence and long-term value creation. Equinox Gold offers investors meaningful exposure to gold with a diversified portfolio and clear path to growth. Learn more at www.equinoxgold.com or contact ir@equinoxgold.com.

EQUINOX GOLD CONTACT
Ryan King
EVP Capital Markets T: 778.998.3700
E: ryan.king@equinoxgold.com E: ir@equinoxgold.com

Cautionary Notes & Forward-Looking Statements

This news release includes forward-looking information and forward-looking statements within the meaning of applicable securities laws and may include future-oriented financial information or financial outlook information (collectively "Forward-looking Information"). Actual results of operations and the ensuing financial results may vary materially from the amounts set out in any Forward-looking Information Forward-looking Information in this news release includes: the Company's strategic vision and expectations for exploration potential, production capabilities, growth potential, expansion projects and future financial or operating performance, including shareholder returns; the satisfaction of the conditions precedent to the Transaction; the anticipated timing of closing of the Transaction or at all; timing, receipt and anticipated effects of the regulatory approvals with respect to the Transaction; realization of the contingent cash consideration; expectations for Greenstone and Valentine operations, including achieving design capacity, anticipated production and cost guidance; potential future mining opportunities around Valentine; receipt of required approvals and permits and effectiveness of the FAST-41 designation for Castle Mountain Phase 2; and the Company's ability to improve cash flow and reduce debt. Forward-looking Information is typically identified by words such as "believe", "will", "achieve", "grow", "plan", "expect", "estimate", "anticipate", "target", and similar terms, including variations like "may", "could", or "should", or the negative connotation of such terms. While the Company believes these expectations are reasonable, they are not guarantees and undue reliance should not be placed on them. Forward-looking Information is based on the Company's current expectations and assumptions, including: achievement of exploration, production, cost and development goals; completion and ramp up at Valentine; achieving design capacity at Greenstone and Valentine operations; timely receipt of Castle Mountain permits and completion of Castle Mountain Phase 2; stable gold prices and input costs; availability of funding, accuracy of Mineral Reserve and Mineral Resource estimates; successful long-term agreements with Los Filos communities and management of suspended operations; adherence to mine plans and schedules; expected ore grades and recoveries; absence of labour disruptions or unplanned delays; productive relationships with workers, unions and communities; maintenance and timely receipt of permits and regulatory approvals; compliance with environmental and safety regulations; and constructive engagement with Indigenous and community partners. While the Company considers these assumptions reasonable, they may prove incorrect. Forward-looking Information involves numerous risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such Forward-looking Information. Such factors include failure to satisfy or waive the closing conditions to the Transaction; failure to receive the required regulatory approvals to effect the Transaction; changes in laws, regulations and government practices; and other risks and uncertainties described in the section "Risk Factors" in the Company's MD&A dated March 13, 2025 for the year ended December 31, 2024, and in the section titled "Risks Related to the Business" in Equinox Gold's most recently filed Annual Information Form which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar and in the section "Risk Factors" in Calibre Mining's MD&A dated February 19, 2025 for the year ended December 31, 2024 and the section titled "Risk Factors" in Calibre Mining's most recently filed Annual Information Form which is available on SEDAR+ at www.sedarplus.ca. Forward-looking Information reflects management's current expectations for future events and is subject to change. Except as required by applicable law, the Company assumes no obligation to update or to publicly announce the results of any change to any Forward-looking Information contained or incorporated by reference to reflect actual results, future events or developments, changes in assumptions or other factors affecting Forward-looking Information. If the Company updates any Forward-looking Information, no inference should be drawn that the Company will make additional updates with respect to those or other Forward-looking Information. All Forward-looking Information contained in this news release is expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277994

FAQ

What is Equinox Gold selling in the December 14, 2025 transaction (EQX)?

Equinox Gold is selling its 100% interest in the Aurizona Mine, RDM Mine and Bahia Complex in Brazil for $1.015B total consideration.

How much cash will Equinox Gold (EQX) receive at closing and when?

Equinox Gold will receive $900M in upfront cash at closing, subject to customary adjustments.

What are the debt impacts of the EQX Brazil sale announced December 14, 2025?

Proceeds will fully repay a $500M Term Loan and a $300M Sprott Loan and reduce the revolving credit facility.

Is there additional contingent consideration in the EQX Brazil sale?

Yes — up to $115M cash payable one year after closing if production thresholds are met (payment tiers tied to 200,000–280,000+ ounces).

When is the EQX–CMOC sale expected to close and what approvals are needed?

Closing is expected in Q1 2026, subject to regulatory approvals and customary closing conditions.

How does the Brazil sale affect Equinox Gold’s 2026 production outlook (EQX)?

Post-transaction, Equinox Gold anticipates pro forma 2026 production of 700,000–800,000 ounces from its North American and Nicaragua assets.