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Equinox Gold (NYSE: EQX) wins shareholder backing for Orla Mining share issuance

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Equinox Gold Corp. reports that its shareholders have approved a share issuance resolution at a special meeting in connection with the proposed business combination (the “Arrangement”) with Orla Mining Ltd., under which Equinox Gold will acquire all outstanding Orla common shares.

The resolution authorizes issuance of up to 421,770,377 Equinox Gold common shares, and passed with 507,548,903 votes for (99.83%) and 866,815 votes against (0.17%). A total of 508,415,718 shares, or 64.43% of issued and outstanding shares, were represented. Orla securityholders have also approved the Arrangement. Required Canadian and Mexican competition authorizations have been received; remaining conditions include a final order from the Supreme Court of British Columbia, listing approvals for the new Equinox Gold shares on the TSX and NYSE American, and other customary closing conditions. If satisfied or waived, closing is expected on July 31, 2026, with the court hearing anticipated on or about July 28, 2026.

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Maximum shares to be issued 421,770,377 common shares Authorized for issuance in connection with acquisition of all outstanding Orla shares
Votes for share issuance 507,548,903 (99.83%) Votes in favour of the share issuance resolution at the special meeting
Votes against share issuance 866,815 (0.17%) Votes against the share issuance resolution at the special meeting
Shares represented at meeting 508,415,718 common shares Total shares represented, equal to 64.43% of issued and outstanding shares
Meeting participation rate 64.43% Proportion of issued and outstanding common shares represented at the special meeting
Expected court hearing date on, or about July 28, 2026 Timing of Supreme Court of British Columbia hearing for final order approving the Arrangement
Expected closing date July 31, 2026 Targeted closing date for the Arrangement if all conditions are satisfied or waived
business combination financial
"Equinox Gold shareholders approve business combination with Orla Mining"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Arrangement financial
"in connection with the proposed business combination (the “Arrangement”) with Orla Mining"
An arrangement is a formal agreement or structured plan between two or more parties that spells out who will do what, when, and under what conditions for a transaction or ongoing relationship. For investors it matters because arrangements set the practical rules that drive cash flow, ownership, risk and timing—like a blueprint or recipe for how a deal will play out—so understanding them helps predict a company’s future value and potential surprises.
Management Information Circular regulatory
"described in detail in the Company’s Management Information Circular dated June 19, 2026"
A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.
competition authorization regulatory
"including both Canadian and Mexican competition authorization, which have both been received"
Forward-looking Information financial
"may include future-oriented financial information or financial outlook information (collectively “Forward-looking Information”)"
Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.
Annual Information Form regulatory
"in Equinox Gold’s most recently filed Annual Information Form"
A company's annual information form is a comprehensive regulatory filing that lays out its business description, key assets, risks, legal matters and other background details shareholders need to understand the company’s operations. Think of it as a detailed owner’s manual or dossier that supplements financial statements, helping investors do deeper homework on how the business works and what could affect its future performance.

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FAQ

What did Equinox Gold (EQX) shareholders approve regarding the Orla Mining transaction?

Equinox Gold shareholders approved a share issuance resolution for the proposed business combination with Orla Mining. The resolution allows issuance of up to 421,770,377 common shares to acquire all outstanding Orla shares, removing a key shareholder approval condition for the Arrangement.

How strong was shareholder support for Equinox Gold’s (EQX) share issuance resolution?

Shareholder support was very high, with 507,548,903 votes for (99.83%) and 866,815 votes against (0.17%). In total, 508,415,718 common shares, representing 64.43% of issued and outstanding shares, were represented at the special meeting.

What is the expected closing date of the Equinox Gold (EQX) and Orla Mining business combination?

The Arrangement is expected to close on July 31, 2026, if all conditions are satisfied or waived. These include a final court order, stock exchange listing approvals for new Equinox Gold shares, and other customary closing conditions for a transaction of this nature.

What approvals remain for the Equinox Gold (EQX)–Orla Mining Arrangement to proceed?

Remaining key approvals include a final order from the Supreme Court of British Columbia and listing approval for new Equinox Gold common shares on the TSX and NYSE American. Canadian and Mexican competition authorizations have already been received.

Did Orla Mining securityholders approve the combination with Equinox Gold (EQX)?

Yes. Orla Mining securityholders approved the Arrangement at their meeting held the same day as Equinox Gold’s special meeting. With both shareholder approvals obtained, the parties are proceeding toward court approval and remaining closing conditions.

How many Equinox Gold (EQX) shares may be issued in the Orla Mining acquisition?

Equinox Gold may issue up to 421,770,377 common shares in connection with acquiring all outstanding Orla Mining common shares. This maximum share issuance was specifically approved by Equinox Gold shareholders at the special meeting.
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-39038

EQUINOX GOLD CORP.
(Translation of registrant's name into English)

700 West Pender Street, Suite 1501, Vancouver, British Columbia, V6C 1G8
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [   ]      Form 40-F [ X ]

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      EQUINOX GOLD CORP.    
  (Registrant)
   
  
Date: July 22, 2026     /s/ Rhylin Bailie    
  Rhylin Bailie
  VP Investor Relations
  


EXHIBIT INDEX

 

Exhibit Number Description
  
99.1 Press Release dated July 22, 2026

EXHIBIT 99.1

Equinox Gold Shareholders Approve Business Combination with Orla Mining

VANCOUVER, British Columbia, July 22, 2026 (GLOBE NEWSWIRE) -- Equinox Gold Corp. (TSX: EQX, NYSE American: EQX) (“Equinox Gold” or the “Company”) is pleased to announce that Equinox Gold shareholders have approved the share issuance resolution at a Special Meeting of Shareholders (“Meeting”) held this morning in connection with the proposed business combination (the “Arrangement”) with Orla Mining Ltd. (TSX: OLA; NYSE American: ORLA) (“Orla”).

Anticipated Timeline for Completion of the Arrangement
Orla securityholders also approved the Arrangement at their meeting held earlier today. With approval by Equinox Gold shareholders and Orla securityholders in hand, Orla will seek a final order from the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on, or about July 28, 2026. In addition to court approvals, the Arrangement is subject to applicable regulatory approvals, including both Canadian and Mexican competition authorization, which have both been received, approval of the listing of the Equinox Gold common shares to be issued under the Arrangement on the Toronto Stock Exchange and NYSE American Exchange, and the satisfaction of certain other closing conditions customary for an Arrangement of this nature. If all conditions are satisfied or waived, the Arrangement is expected to close on July 31, 2026.

Voting Results
The share issuance resolution voted on at the Meeting is described in detail in the Company’s Management Information Circular dated June 19, 2026, which is available on the Company’s website at www.equinoxgold.com. A total of 508,415,718 common shares were represented at the meeting, being 64.43% of the Company’s issued and outstanding common shares.

ResolutionVotes ForVotes Against
To approve the issuance of up to 421,770,377 common shares of the Company in connection with the acquisition by the Company of all the outstanding common shares of Orla507,548,903 (99.83%)866,815 (0.17%)


Equinox Gold Contact

Ryan King
Executive Vice President, Capital Markets
T: +1 778.998.3700
E: ryan.king@equinoxgold.com
E: ir@equinoxgold.com

Cautionary Note Regarding Forward-looking Statements

This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation and may include future-oriented financial information or financial outlook information (collectively “Forward-looking Information”). All statements other than statements of historical fact may be Forward-looking Information. Forward-looking Information in this news release relates to, among other things: statements about the Company’s ability to complete the conditions required to close the Arrangement; and the timing for closing of the Arrangement. Actual results and outcomes may vary from the information set out in any Forward-looking Information. Forward-looking Information is generally identified using words like “will”, “anticipate”, “expect”, and similar expressions and phrases or statements that certain actions, events or results “may”, “could”, or “should”, or the negative connotation of such terms, are intended to identify Forward-looking Information. Although Equinox Gold believes the expectations reflected in the Forward-looking Information are reasonable, undue reliance should not be placed on Forward-looking Information since no assurance can be provided that such expectations will prove to be correct. Forward-looking Information is based on information available at the time those statements are made and/or good faith belief of the officers and directors of Equinox Gold as of that time with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by the Forward-looking Information. Forward-looking Information involves numerous risks and uncertainties. Such factors include, without limitation: the risk that the Arrangement may not be completed on time or at all; the failure to satisfy the conditions to the consummation of the Arrangement; the ability to achieve the anticipated benefits of the Arrangement; risks relating to changes in the gold price; risks related to new members of management and the Board of Directors of the combined company; the ability to work successfully with First Nations and Indigenous partners and local communities; and the factors include those described in the section “Risk Factors” in the Company’s Management Information Circular dated June 19, 2026, in the section titled “Risks and Uncertainties” in the Company’s MD&A dated February 20, 2026 for the year ended December 31, 2025, and in the section titled “Risks Related to the Business” in Equinox Gold’s most recently filed Annual Information Form, all of which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. Forward-looking Information is designed to help readers understand Equinox Gold’s views as of that time with respect to future events and speak only as of the date they are made. Except as required by applicable law, Equinox Gold assumes no obligation to update or to publicly announce the results of any change to any Forward-looking Information contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the Forward-looking Information. If Equinox Gold updates any one or more forward-looking statements, no inference should be drawn that Equinox Gold 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 in its entirety by this cautionary statement.

Filing Exhibits & Attachments

1 document