Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 March, 2025.

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 offices)

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

INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2, and 99.3 of this Form 6-K are incorporated by reference as additional exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-268499).

EXHIBIT INDEX


Exhibit Number						Description
99.1						Consolidated Financial Statements for the years ended December 31, 2024 and 2023
99.2						Management’s Discussion and Analysis for the year ended December 31, 2024
99.3						Consent of KPMG LLP, Independent Registered Public Accounting Firm

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: March 13, 2025.	By:	/s/ Susan Toews
		Name: Susan Toews
		Title: General Counsel

Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Expressed in thousands of United States dollars, unless otherwise stated)

Consolidated Financial Statements

For the years ended December 31, 2024 and 2023


CONTENTS
Management's Report			3
Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements			4
Report of Independent Registered Public Accounting Firm – Internal Control over Financial Reporting			6
Consolidated Statements of Financial Position			7
Consolidated Statements of Income			8
Consolidated Statements of Comprehensive Income			9
Consolidated Statements of Cash Flows			10
Consolidated Statements of Changes in Equity			11

Notes to the Consolidated Financial Statements
Note 1 – Nature of operations			12
Note 2 – Basis of preparation			12
Note 3 – Material accounting policies			14
Note 4 – Areas of significant judgement and estimation uncertainty			25
Note 5 – Greenstone Acquisition			29

Consolidated Statements of Financial Position
Note 6 – Marketable securities			31
Note 7 – Trade and other receivables			32
Note 8 – Inventories			33
Note 9 – Mineral properties, plant and equipment			34
Note 10 – Investments in associates			36
Note 11 – Other non-current assets			37
Note 12 – Accounts payable and accrued liabilities			38
Note 13 – Loans and borrowings			39
Note 14 – Deferred revenue			42
Note 15 – Reclamation and closure cost provisions			44
Note 16 – Derivative financial instruments			45
Note 17 – Other non-current liabilities			47
Note 18 – Leases			48
Note 19 – Share capital and share-based payments			49
Note 20 – Reserves			53

Consolidated Statements of Income
Note 21 – Revenue			54
Note 22 – Operating expense			54
Note 23 – General and administration expense			54
Note 24 – Other income			55
Note 25 – Income taxes			55
Note 26 – Net income per share			58

Other Disclosures
Note 27 – Segment information			59
Note 28 – Related party transactions			61
Note 29 – Supplemental cash flow information			61
Note 30 – Financial instruments and fair value measurements			62
Note 31 – Financial instrument risks and risk management			64
Note 32 – Capital management			67
Note 33 – Contingencies			68
Note 34 – Subsequent events			68

Management’s Responsibility for Financial Reporting

The accompanying consolidated financial statements of Equinox Gold Corp. and its subsidiaries (“Equinox Gold” or the “Company”) and all the information in the annual report are the responsibility of management and have been approved by the Board of Directors.

The consolidated financial statements have been prepared by management on a going concern basis in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Financial statements are not exact since they include certain amounts that have been calculated based on estimates and judgements. Management has determined such amounts on a reasonable basis to ensure that the consolidated financial statements are presented fairly, in all material respects. Management has prepared the financial information presented elsewhere in the annual report and has ensured that it is consistent with that in the consolidated financial statements.

Equinox Gold maintains systems of internal accounting and administrative controls to provide, on a reasonable basis, assurance that its financial information is relevant, reliable and accurate and that the Company’s assets are appropriately accounted for and adequately safeguarded. The Company’s internal control over financial reporting as of December 31, 2024 is based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements. The Board of Directors carries out this responsibility principally through its Audit Committee (“Committee”).

The Committee is appointed by the Board of Directors, and all of its members are independent directors. The Committee meets at least four times a year with management, as well as the external auditors, to discuss internal controls over financial reporting, auditing matters and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities, and to review the quarterly and annual consolidated financial statements, management’s discussion and analysis and the external auditors’ reports. The Committee reports its findings to the Board of Directors for consideration when approving the consolidated financial statements for issuance to the Company’s shareholders. The Committee also considers, for review by the Board of Directors and approval by the shareholders, the engagement or reappointment of the external auditors.

The consolidated financial statements have been audited by KPMG LLP, an independent registered public accounting firm, in accordance with the standards of the Public Company Accounting Oversight Board (United States) on behalf of the Company’s shareholders. KPMG LLP has full and free access to the Committee.


/s/ Greg Smith			/s/ Peter Hardie

Greg Smith			Peter Hardie
Chief Executive Officer			Chief Financial Officer

March 13, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Equinox Gold Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Equinox Gold Corp. and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows and changes in equity for each of the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for each of the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 13, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair value measurement of mineral property, plant and equipment acquired in the acquisition of the Greenstone Mine (“Greenstone Acquisition”)

As discussed in Note 5 to the consolidated financial statements, on May 13, 2024, the Company acquired 100% of the issued and outstanding shares of OMF Fund II (SC) Ltd., an entity that holds a 40% interest in Greenstone. The Greenstone Acquisition was accounted for as a business combination achieved in stages. The total purchase price, consisting of the acquisition-date fair value of total consideration transferred and the Company's previously held interest in Greenstone immediately prior to the acquisition date was allocated to the identifiable assets acquired and liabilities assumed based on their acquisition-date fair values. The Company recognized the acquisition-date fair value of mineral properties, plant and equipment of $3,630,255 thousand and the Company recognized a gain of $579.8 million before income taxes in other income for the year ended December 31, 2024 on remeasurement of its 60% share of assets and liabilities of Greenstone held immediately before the business combination. The fair value of mineral properties was estimated using a discounted cash flow model for mineral reserves and an in-situ value for unmodelled mineral resources. Significant inputs used in

determining the fair value of mineral properties include estimates of the appropriate discount rate, foreign exchange rates, future gold prices, production based on current estimates of mineral reserves, and future operating and capital expenditures.

We identified the fair value measurement of mineral property, plant and equipment acquired in the Greenstone Acquisition as a critical audit matter. A high degree of auditor judgment was required to evaluate the inputs used to estimate the acquisition-date fair value of mineral property, plant and equipment. Significant assumptions used in the determination of the fair value included estimates of the appropriate discount rate, future gold prices and foreign exchange rates, production based on current mineral reserves, future operating and capital expenditures and the in-situ value per ounce of gold for unmodelled mineral resources based on comparable market transactions. Changes in any of these assumptions could have had a significant effect on the determination of the fair value measurement of mineral property, plant and equipment acquired.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's process to determine the fair value measurement of mineral property, plant and equipment acquired in the Greenstone Acquisition. This included controls over the Company’s development of the significant assumptions used to estimate the fair value of the acquired mineral property, plant and equipment. We evaluated the reasonableness of the production by comparing it to the mineral reserve information prepared by independent qualified persons. We evaluated the competence, experience, and objectivity of the qualified persons responsible for the determination of the mineral reserves and resources information. We compared estimated operating and capital expenditures in the valuation model to the expenditures contained in the most recent mineral reserves and resources information and actual expenditures. We involved valuation professionals with specialized skills and knowledge, who assisted in (1) assessing the future gold prices and foreign exchange rates by comparing to third party estimates; (2) evaluating the discount rate by comparing to an estimate independently developed using publicly available third-party sources and (3) evaluating the estimate of the in-situ value per ounce of gold for unmodelled mineral resources by assessing the Company’s approach to determining this assumption and comparing it to independent sources and market data for comparable entities where available.

/s/ KPMG LLP

Chartered Professional Accountants

We have served as the Company’s auditor since 2016.

Vancouver, Canada

March 13, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Equinox Gold Corp.

Opinion on Internal Control Over Financial Reporting

We have audited Equinox Gold Corp.’s and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows and changes in equity for each of the years then ended, and the related notes (collectively, the consolidated financial statements), and our report dated March 13, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Discussion Analysis under the heading “Management’s Report on Internal Controls Over Financial Reporting and Disclosure Controls and Procedures”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Chartered Professional Accountants

Vancouver, Canada

March 13, 2025

Consolidated Statements of Financial Position

At December 31, 2024 and 2023

(Expressed in thousands of United States dollars)


	Note	2024		2023
Assets
Current assets
Cash and cash equivalents		$	239,329	$	191,995
Marketable securities	6	6,142		92,666
Trade and other receivables	7	70,035		82,307
Inventories	8	417,541		412,005
Derivative assets	16(a)	—		17,700
Prepaid expenses		44,529		35,144
Other current assets		6,529		2,141
		784,105		833,958
Non-current assets
Restricted cash		12,201		15,322
Inventories	8	277,102		200,368
Mineral properties, plant and equipment	9	5,564,713		3,225,213
Investments in associates	10	—		29,263
Deferred income tax assets	25	2,339		—
Other non-current assets	11	73,135		46,253
Total assets		$	6,713,595	$	4,350,377

Liabilities and Equity
Current liabilities
Accounts payable and accrued liabilities	12	$	268,444	$	246,522
Current portion of loans and borrowings	13	135,592		138,604
Current portion of deferred revenue	14	116,334		39,598
Current portion of derivative liabilities	16(b)	116,563		8,829
Other current liabilities	15,17(a),18(b)	52,158		46,048
		689,091		479,601
Non-current liabilities
Loans and borrowings	13	1,212,239		786,376
Deferred revenue	14	266,718		194,535
Reclamation and closure cost provisions	15	130,174		120,083
Derivative liabilities	16(b)	46,372		11,082
Deferred income tax liabilities	25	799,972		244,704
Other non-current liabilities	17	171,477		71,535
Total liabilities		3,316,043		1,907,916
Shareholders’ equity
Common shares	19(b)	2,798,820		2,085,565
Reserves	20	74,100		79,077
Accumulated other comprehensive loss		(89,027)		(70,730)
Retained earnings		613,659		348,549
Total equity		3,397,552		2,442,461
Total liabilities and equity		$	6,713,595	$	4,350,377

Commitments and contingencies (notes 9(d), 16(b)(iii), 31(b) and 33)

Subsequent events (note 34)

The accompanying notes form an integral part of these consolidated financial statements.

Approved on behalf of the Board of Directors


“Ross Beaty”						“Lenard Boggio”
Director						Director

Consolidated Statements of Income

For the years ended December 31, 2024 and 2023

(Expressed in thousands of United States dollars, except share and per share amounts)


	Note	2024		2023
Revenue	21	$	1,514,120	$	1,088,191
Cost of sales
Operating expense	22	(989,586)		(764,232)
Depreciation and depletion		(220,487)		(214,975)
		(1,210,073)		(979,207)
Income from mine operations		304,047		108,984

Care and maintenance expense		(580)		(1,431)
Exploration and evaluation expense		(12,493)		(11,690)
General and administration expense	23	(53,010)		(46,243)
Income from operations		237,964		49,620

Finance expense		(95,381)		(60,201)
Finance income		8,062		11,689
Share of net income (loss) of associates	10	702		(17,465)
Other income	24	478,734		31,125
Income before income taxes		630,081		14,768

Income tax (expense) recovery	25	(290,794)		14,116
Net income		$	339,287	$	28,884

Net income per share
Basic	26	$	0.85	$	0.09
Diluted	26	$	0.75	$	0.09
Weighted average shares outstanding
Basic	26	400,109,698		312,765,516
Diluted	26	473,546,710		316,302,864

The accompanying notes form an integral part of these consolidated financial statements.

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2024 and 2023

(Expressed in thousands of United States dollars)


	Note	2024		2023
Net income		$	339,287	$	28,884
Other comprehensive loss
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation (loss) gain		(84,417)		21,200
Reclassification of cumulative foreign currency translation loss relating to previously held 60% interest in the Greenstone Mine	5	31,904		—
Items that will not be reclassified subsequently to net income or loss:
Net decrease in fair value of marketable securities and other investments in equity instruments	6(c), 11(a), 24(a)	(39,961)		(46,359)
Income tax expense relating to change in fair value of marketable securities and other investments in equity instruments		—		(92)
		(92,474)		(25,251)
Total comprehensive income		$	246,813	$	3,633

The accompanying notes form an integral part of these consolidated financial statements.

Consolidated Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in thousands of United States dollars)


	Note	2024		2023
Cash provided by (used in):
Operating activities
Net income for the year		$	339,287	$	28,884
Adjustments for:
Depreciation and depletion		222,616		216,121
Finance expense		95,381		60,201
Share of net (income) loss of associates	10	(702)		17,465
Change in fair value of derivatives		123,289		(31,563)
Settlements of derivatives	16(b)(i),(b)(ii)	(13,857)		33,651
Gain on remeasurement of previously held interest in the Greenstone Mine	5	(579,816)		—
Expected credit losses and write-offs		(31)		13,802
Unrealized foreign exchange (gain) loss		(21,418)		9,439
Gain on sale of partial interest and reclassification of investment in i-80 Gold Corp. (“i-80 Gold”)	10(b)	—		(34,467)
Income tax expense (recovery)	25	290,794		(14,116)
Income taxes paid		(19,602)		(13,567)
Gold sale prepayments	14	—		225,000
Other		(5,743)		16,600
Operating cash flow before changes in non-cash working capital		430,198		527,450
Changes in non-cash working capital	29	(58,014)		(168,987)
		372,184		358,463
Investing activities
Expenditures on mineral properties, plant and equipment		(412,073)		(523,298)
Acquisition of Greenstone Mine (“Greenstone Acquisition”)	5	(744,110)		—
Purchases of marketable securities	6(a),(b)	—		(8,927)
Proceeds from dispositions of marketable securities	6(a),(b)	48,191		53,359
Net proceeds from sale of partial interest in i-80 Gold	10(b)	—		22,846
Other		(3,727)		(6,654)
		(1,111,719)		(462,674)
Financing activities
Draw down on credit facility	13(a)	560,000		253,667
Proceeds from issuance of convertible notes	13(b)	—		172,500
Repayment of portion of credit facility	13	—		(293,000)
Proceeds from other financing arrangements	17(a)	57,346		23,131
Repayments of other financing arrangements	17(a)	(7,296)		(1,739)
Interest paid	13, 17(a)	(112,647)		(65,857)
Lease payments	18(b)	(29,494)		(34,720)
Net proceeds from issuance of shares	19(b)	335,562		40,769
Proceeds from exercise of warrants and stock options	19(b)	2,456		3,465
Transaction costs and other		(13,452)		(5,718)
		792,475		92,498
Effect of foreign exchange on cash and cash equivalents		(5,606)		2,939
Increase (decrease) in cash and cash equivalents		47,334		(8,774)
Cash and cash equivalents – beginning of year		191,995		200,769
Cash and cash equivalents – end of year		$	239,329	$	191,995

The accompanying notes form an integral part of these consolidated financial statements.

Consolidated Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

(Expressed in thousands of United States dollars, except for share amounts)


		Common Shares
	Note	Number	Amount		Reserves (note 20)		Accumulated other comprehensive loss		Retained earnings		Total
Balance – December 31, 2022		307,365,588	$	2,035,974	$	41,620	$	(52,076)	$	326,262	$	2,351,780
Equity component of convertible notes issued	13(b)	—	—		31,688		—		—		31,688
Shares issued in public offerings	19(b)	9,338,158	41,825		—		—		—		41,825
Shares issued on exercise of warrants and stock options, and settlement of restricted share units	19(b)	1,310,115	8,822		(3,896)		—		—		4,926
Share-based compensation	19(d)	—	—		9,665		—		—		9,665
Share issue costs	19(b)	—	(1,056)		—		—		—		(1,056)
Dispositions of marketable securities	6(b)	—	—		—		6,597		(6,597)		—
Net income and total comprehensive income		—	—		—		(25,251)		28,884		3,633
Balance – December 31, 2023		318,013,861	2,085,565		79,077		(70,730)		348,549		2,442,461
Shares issued in connection with Greenstone Acquisition	5	42,000,000	217,640		—		—		—		217,640
Conversion of convertible notes	13(d), 19(b)	26,602,031	151,877		(12,216)		—		—		139,661
Shares issued in public offerings	19(b)	67,311,076	349,228		—		—		—		349,228
Shares issued on exercise of stock options and settlement of restricted share units	19(b)	1,474,198	9,338		(6,882)		—		—		2,456
Share-based compensation	19(d)	—	—		10,297		—		—		10,297
Share issue costs	19(b)	—	(13,666)		—		—		—		(13,666)
Dispositions of marketable securities	6(a)	—	—		—		74,177		(74,177)		—
Modification of convertible notes	13(c), (d)	—	—		3,824		—		—		3,824
Shares acquired and cancelled		(168,645)	(1,162)		—		—		—		(1,162)
Net income and total comprehensive income		—	—		—		(92,474)		339,287		246,813
Balance – December 31, 2024		455,232,521	$	2,798,820	$	74,100	$	(89,027)	$	613,659	$	3,397,552

The accompanying notes form an integral part of these consolidated financial statements.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

1. NATURE OF OPERATIONS

Equinox Gold Corp. (the “Company” or “Equinox Gold”) was incorporated under the Business Corporations Act of British Columbia on March 23, 2007. Equinox Gold’s primary listing is on the Toronto Stock Exchange in Canada where its common shares trade under the symbol “EQX”. The Company’s shares also trade on the NYSE American Stock Exchange in the United States under the symbol “EQX”. The Company’s corporate office is at Suite 1501, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8.

Equinox Gold is a mining company engaged in the operation, acquisition, exploration and development of mineral properties, with a focus on gold.

On May 13, 2024, the Company completed the Greenstone Acquisition, resulting in Equinox Gold owning 100% of the Greenstone Mine (note 5).

All of the Company’s principal properties are located in the Americas. At December 31, 2024, all of the Company’s principal properties and material subsidiaries are wholly owned. Details of the Company’s principal properties and material subsidiaries are as follows:

Ownership interest in subsidiary

Location

Principal property

Principal activity

Subsidiary

Premier Gold Mines Hardrock Inc. and PAG Holdings Corp.

100

Canada

Greenstone Mine
(“Greenstone”)

Production

Western Mesquite Mines, Inc.

100

USA

Mesquite Mine (“Mesquite”)

Production

Desarrollos Mineros San Luis S.A. de C.V.

100

Mexico

Los Filos Mine Complex (“Los Filos”)

Production

Mineração Aurizona S.A.

100

Brazil

Aurizona Mine (“Aurizona”)

Production

Fazenda Brasileiro Desenvolvimento Mineral Ltda

100

Brazil

Fazenda Mine (“Fazenda”)

Production

Mineração Riacho Dos Machados Ltda

100

Brazil

RDM Mine (“RDM”)

Production

Santa Luz Desenvolvimento Mineral Ltda

100

Brazil

Santa Luz Mine
(“Santa Luz”)

Production

Castle Mountain Venture

100

USA

Castle Mountain Mine (“Castle Mountain”)

Development

In August 2024, the Company suspended mining at Castle Mountain for the duration of the permitting period for the mine’s expansion. Residual heap leach processing and gold production will continue until processing is complete.

On November 6, 2024, Greenstone reached commercial production which is the point at which the mine is capable of operating in the manner intended by the Company’s management (note 9(b)).

2. BASIS OF PREPARATION

(a)Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved and authorized for issuance by the Board of Directors on March 13, 2025.

(b)Basis of consolidation

(i)Subsidiaries

The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. The Company controls an entity when it has power over the entity, exposure or rights to variable returns from its involvement with the entity, and the ability to use its power over the entity to affect the amount of returns. The financial statements of a subsidiary are included in the Company’s consolidated financial statements from the date the Company obtains control of the entity until the date the Company loses control of the entity.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

2. BASIS OF PREPARATION (CONTINUED)

(b)Basis of consolidation (continued)

(ii)Investments in associates

The Company’s investments in Versamet Royalties Corporation (“Versamet”), formerly Sandbox Royalties Corp., and in i-80 Gold were accounted for as investments in associates until June 5, 2024 and March 31, 2023, respectively.

An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies. The Company is presumed to have significant influence if it holds, directly or indirectly, 20% or more of the voting power of the investee, unless it can be clearly demonstrated that the Company does not have significant influence. Investments in entities in which the Company owns less than a 20% interest are accounted for as marketable securities or other investments in equity instruments unless it can be clearly demonstrated that significant influence exists based on the Company’s contractual rights and other factors.

The Company accounts for an investment in associate using the equity method. Under the equity method, the Company’s investment in an associate is initially recognized at cost and subsequently increased or decreased to recognize the Company’s share of net income or loss and other comprehensive income or loss (“OCI”) of the associate, and for impairment losses after the initial recognition date. The Company’s share of income or loss and OCI of the associate is recognized in net income or loss and OCI, respectively, during each reporting period.

When an investee ceases to be an associate, the Company discontinues the use of the equity method to account for its investment. When the Company retains an interest in the former associate, the Company accounts for the interest as a marketable security or other investment in equity instrument and a gain or loss is recognized in net income or loss for the difference between: (i) the fair value of any retained interest and any proceeds from disposing of a partial interest in the associate; and (ii) the carrying amount of the investment at the date the use of the equity method was discontinued.

(iii)Joint operation

Prior to the completion of the Greenstone Acquisition on May 13, 2024, Greenstone was accounted for as a joint operation and the Company’s 60% share of Greenstone’s assets, liabilities, revenues and expenses was proportionately consolidated. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists when decisions about the activities that significantly affect the returns of the arrangement require the unanimous consent of the parties sharing control.

(c)Presentation currency

Except as otherwise noted, these consolidated financial statements are presented in United States dollars (“$”, “US dollars” or “USD”). All references to C$ are to Canadian dollars (“CAD”).

(d)Functional currency

The functional currency of the Company and its subsidiaries is the US dollar.

Prior to reaching commercial production on November 6, 2024, the functional currency of Greenstone was the Canadian dollar. On November 6, 2024, the functional currency of Greenstone changed from the Canadian dollar to the US dollar. The change in Greenstone’s functional currency was accounted for prospectively as of the date of change, whereby all assets and liabilities of Greenstone were translated into its US dollar functional currency using the exchange rate as of such date with the resulting exchange differences recognized in OCI. The translated amounts for non-monetary items as of the date of change in functional currency are treated as their historical costs. Cumulative exchange differences recognized in OCI will remain in accumulated OCI unless the Company disposes of the entities in which its interest in Greenstone is held, at which time the cumulative amount of exchange differences related to the entity disposed of will be reclassified to profit or loss as part of the gain or loss on disposal.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES

(a)Business combinations

A business combination is a transaction whereby the Company acquires and obtains control of a set of activities and assets that constitutes a business. A business is an integrated set of activities and assets that consist of inputs and processes, including a substantive process, that when applied to those inputs, have the ability to create or significantly contribute to the creation of outputs that generate investment income or other income from ordinary activities. When acquiring a set of activities and assets in the exploration or development stage, which may not have outputs at the acquisition date, the Company determines whether the set of activities and assets include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. An acquired process is considered substantive when: (i) the acquired process is critical to the ability to develop or convert the acquired inputs into outputs; and (ii) the inputs acquired include both an organized workforce with the necessary skills, knowledge, or experience to perform the process and other inputs that the organized workforce could develop into outputs.

The Company accounts for business combinations using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recognized at their fair values on the acquisition date. The acquisition date is the date on which the Company obtains control over the acquiree, which is generally the date that consideration is transferred and the Company acquires control of the assets and assumes the liabilities of the acquiree. The consideration transferred is measured at fair value and allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.

In a business combination achieved in stages whereby the Company obtains control of a business that is a joint operation in which it held an interest immediately before the acquisition date, the Company remeasures its share of assets and liabilities of the joint operation immediately before the acquisition date of the business combination at their acquisition-date fair values, and recognizes the resulting gain or loss in net income or loss.

(b)Foreign currency

(i)Foreign currency transactions

Transactions in foreign currencies are initially recognized in the functional currency by applying the exchange rates prevailing at the dates of the transactions. At the end of each reporting period: (i) monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the date of the statement of financial position; and (ii) non-monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate at the date of the transaction, unless the item is measured at fair value, in which case it is translated at the exchange rate in effect at the date when the fair value was determined. Foreign exchange gains and losses are recognized in net income or loss, except for foreign exchange gains and losses relating to financial assets measured at fair value through OCI (“FVOCI”) which are recognized in OCI. Foreign exchange gains and losses are reported on a net basis within other income or expense.

(ii)Foreign currency translation

Prior to November 6, 2024, the Company translated the results and financial position of Greenstone, which had a Canadian dollar functional currency until November 5, 2024, into the Company’s US dollar presentation currency using the following procedures:

•Assets and liabilities were translated at the exchange rate prevailing at the date of the statement of financial position;

•Revenues and expenses were translated at the exchange rates on the dates of the transactions, or at exchange rates that approximate the actual exchange rates, for example, the average exchange rate for the period; and

•Exchange gains and losses on translation were recognized in OCI.

(c)Inventories

Stockpiled ore, heap leach ore, work-in-process and finished goods inventories are measured at the lower of weighted average cost and net realizable value (“NRV”). Costs include the cost of direct labour and materials, mine-site overhead expenses and depreciation and depletion of related mineral properties, plant and equipment. NRV is calculated as the estimated price at the time of expected sale based on prevailing metal prices less estimated future costs to convert the inventories into saleable form and selling costs.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(c)Inventories (continued)

Stockpiled ore inventories represent ore that has been extracted from the mine and is available for further processing. The costs included in stockpiled ore inventories are based on mining costs incurred up to the point of stockpiling the ore and are removed at the weighted average cost as ore is processed.

Heap leach ore inventories represent ore that is being processed through heap leaching. Costs are added to heap leach ore inventories based on mining and leaching costs incurred. Costs are removed from heap leach ore inventories as ounces of recoverable gold are transferred to the plant for further processing based on the average cost per recoverable ounce on the leach pads.

Work-in-process inventories represent ore that is in the process of being converted into finished goods, other than by heap leaching. The costs included in work-in-process inventories represent the weighted average mining cost of ore being processed and the processing costs incurred prior to the refining process.

The average cost of finished goods represents the average cost of work-in-process inventories incurred prior to the refining process, plus applicable refining costs and associated royalties.

Supplies inventories include the costs of consumables, including freight, to be used in operations and is measured at the lower of average cost and NRV, with replacement costs being the typical measure of NRV.

Write-downs of inventories to NRV are included in operating expense in the period of the write-down. A write-down of inventories is reversed in a subsequent period if there is a subsequent increase in the NRV of the related inventories.

(d)Mineral properties, plant and equipment

(i)Mineral properties and construction-in-progress

Mineral properties and construction-in-progress include:

•Costs of acquiring producing and development stage mineral properties;

•Costs reclassified from exploration and evaluation assets;

•Capitalized development costs;

•Construction costs;

•Deferred stripping costs;

•Estimates of reclamation and closure costs; and

•Borrowing costs incurred that are attributable to qualifying mineral properties.

Development costs are those expenditures incurred subsequent to the establishment of economic recoverability, technical feasibility and commercial viability, and after receipt of approval for project expenditures from the Board of Directors. Development and construction costs are capitalized to construction-in-progress until the mine reaches commercial production, at which point the capitalized development and construction costs are reclassified to mineral properties or plant and equipment. Commercial production is the point at which a mine is capable of operating in the manner intended by the Company’s management.

During the production phase of an underground mine, mine development costs incurred to maintain current production are included in operating expense. These costs include the development and access (tunneling) costs of production drifts to develop the ore body in the current production cycle. Development costs incurred to build new shafts, declines and ramps that enable permanent access to underground ore are capitalized.

During the production phase of an open-pit mine, stripping costs incurred, including depreciation of related plant and equipment, that provide improved access to ore that will be produced in future periods and that would not have otherwise been accessible are capitalized as deferred stripping assets. Deferred stripping assets are recognized and included as part of the carrying amount of the related mineral property when the following three criteria are met:

•It is probable that the future economic benefit (improved access to the ore body) associated with the stripping activity will flow to the Company;

•The Company can identify the component of the ore body for which access has been improved; and

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(d)Mineral properties, plant and equipment (continued)

(i)Mineral properties and construction-in-progress (continued)

•The costs relating to the stripping activity associated with that component can be measured reliably.

Capitalized stripping costs are depleted using the units-of-production method over the reserves that directly benefit from the specific stripping activity. Costs incurred for regular waste removal that do not give rise to future economic benefits are included in operating expense.

Mineral properties are carried at cost less accumulated depletion and accumulated impairment losses. Mineral properties are depleted using the units-of-production method over the estimated recoverable ounces, which is the estimated total ounces to be extracted in current and future periods based on proven and probable reserves and, in the case of certain underground mines, certain measured and indicated resources.

(ii)Exploration and evaluation assets

Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity includes exploratory drilling and sampling, surveying transportation and infrastructure requirements, and gathering exploration data through geophysical studies.

The Company capitalizes direct costs of acquiring resource property interests as exploration and evaluation assets. Option payments are considered acquisition costs if the Company has the intention of exercising the underlying option.

Exploration and evaluation costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit that contains proven and probable reserves are expensed as incurred up to the date of establishing that the project is technically feasible and commercially viable, and upon receipt of approval for project expenditures from the Board of Directors. When approval for project expenditures is received, the related capitalized acquisition costs are assessed for impairment and reclassified to mineral properties. If no economically viable ore body is discovered, previously capitalized acquisition costs are expensed in the period that the project is determined to be uneconomical or abandoned.

(iii)Plant and equipment

Plant and equipment are carried at cost, less accumulated depreciation and accumulated impairment losses. The cost of an item of plant and equipment consists of the purchase price, costs directly attributable to bringing the asset to the location and condition necessary for its intended use and, where applicable, borrowing costs.

The carrying amounts of plant and equipment are depreciated to the residual values, if any, using either (i) the straight-line method over the shorter of the estimated useful life of the asset or the life of the mine or (ii) the units-of-production method over the estimated recoverable ounces.

For right-of-use assets that do not include the exercise price of a purchase option in the measurement of the assets, the depreciation period represents the period from lease commencement date to the earlier of the useful life of the underlying asset or the end of the lease term. For right-of-use assets that include the exercise price of a purchase option that the Company is reasonably certain to exercise in the measurement of the assets, the depreciation period is the period from lease commencement date to the end of the useful life of the underlying asset.

The useful lives of plant and equipment are reviewed annually and, if required, adjusted prospectively.

(e)Financial instruments

(i)Recognition and measurement

Financial assets and financial liabilities are initially measured at fair value. Directly attributable transaction costs associated with financial assets and financial liabilities that are subsequently measured at fair value through profit or loss (“FVTPL”) are expensed as incurred, while directly attributable transaction costs associated with all other financial assets and financial liabilities are included in the initial carrying amount of the asset or liability, respectively.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(e)Financial instruments (continued)

(i)Recognition and measurement (continued)

Subsequent to initial recognition, financial assets and financial liabilities are classified and measured as follows:

Financial assets and financial liabilities at amortized cost

Financial assets are classified as and subsequently measured at amortized cost if both of the following criteria are met: (i) the objective of the Company’s business model for managing the financial assets is to collect their contractual cash flows; and (ii) the financial assets’ contractual cash flows represent solely payments of principal and interest on the principal amount outstanding (“SPPI”). Such financial assets include cash and cash equivalents, restricted cash, trade receivables, and other current and non-current receivables. Accounts payable and accrued liabilities, loans and borrowings and other financial liabilities are classified as and subsequently measured at amortized cost.

Finance income or expense for financial assets and financial liabilities, respectively, measured at amortized cost, is recognized using the effective interest method.

For financial assets, the amortized cost includes an adjustment for credit loss allowance, if applicable.

Derivative assets and liabilities at FVTPL

A derivative is defined as having the following characteristics:

•Its value changes in response to the change in a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, or other variable, provided in the case of a non-financial variable that the variable is not specific to a party to the contract;

•It requires no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors; and

•It is settled at a future date.

A derivative, other than a derivative that meets the definition of an equity instrument, is initially recognized as a financial asset or financial liability at its fair value on the date the derivative contract is entered into, and the related transaction costs are expensed. The fair values of derivatives are remeasured at the end of each reporting period with changes in fair values recognized in other income or expense.

A derivative that will be settled by the Company delivering a fixed number of its own equity instruments in exchange for a fixed amount of cash in terms of its functional currency or another financial asset is classified and presented as an equity instrument, rather than a financial liability.

Non-derivative financial assets at FVTPL

Non-derivative financial assets are classified as and subsequently measured at FVTPL, with changes in fair values recognized in net income or loss, if they are not held within a business model whose objective includes collecting the financial assets’ contractual cash flows or the contractual cash flows of the financial assets do not represent SPPI.

Marketable securities that the Company has not elected to measure at FVOCI, and the convertible note receivable included in other non-current assets, are classified as and subsequently measured at FVTPL.

Equity investments at FVOCI

On initial recognition, the Company may irrevocably elect to classify investments in equity instruments as investments measured at FVOCI (on an individual instrument basis) and present subsequent changes in the fair value of these investments in OCI. The cumulative gain or loss recognized in OCI is reclassified to retained earnings or deficit upon disposition of the investment in equity instrument.

The Company has elected to measure certain of its marketable securities and investment in Versamet that it intends to hold for strategic purposes at FVOCI and present subsequent changes in the fair values of the investments in OCI.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(e)Financial instruments (continued)

(i)Recognition and measurement (continued)

Compound financial instruments

The Company’s convertible notes issued are compound financial instruments consisting of a financial liability, and a conversion option that represents the holder’s right to convert the liability into a fixed number of the Company’s common shares which is classified as equity.

On initial recognition, the financial liability component is measured at fair value, calculated as the present value of the contractual principal and interest payments over the term of the instrument. The equity component is measured at the residual amount, calculated as the difference between the fair value of the compound financial instrument as a whole and fair value of the financial liability component. Directly attributable transaction costs are allocated to the financial liability and equity components in proportion to their initial carrying amounts.

The financial liability component is subsequently measured at amortized cost. The equity component is not subsequently remeasured. Upon conversion of a convertible note, the carrying amount of the financial liability is reclassified to equity with no gain or loss recognized.

(ii)Modification of contractual cash flows

An exchange of financial instruments with substantially different terms or a substantial modification of the terms of a financial instrument is accounted for as a derecognition of the existing financial instrument and the recognition of a new financial instrument. Modifications of multiple financial instruments held by the same party that are entered into at the same time and in contemplation of each other are assessed together as one modification agreement.

For financial liabilities, terms are considered substantially different when the present value of contractual cash flows under the new terms discounted using the original effective interest rate (“EIR”) is at least 10% different from the present value of the remaining contractual cash flows under the original terms.

For compound instruments, the Company performs a quantitative and qualitative assessment to determine whether a modification of the terms is considered a substantial modification. A quantitative assessment is performed on the modification of the liability component as described above. A qualitative assessment is performed on the modification of the whole compound instrument which includes considering the effects of the modification on the equity component and determining whether the change in fair value of the equity component as of the date of modification as compared to the sum of the fair values of the liability and equity components immediately prior to modification is greater than 10%.

For financial assets, the Company performs a quantitative and qualitative assessment to determine whether a modification of terms is considered a substantial modification. Terms are considered substantially modified when the present value of expected cash flows under the new terms discounted using the original EIR is at least 10% different from the present value of the expected cash flows under the original terms, after considering the expected credit losses. When a financial asset has been modified such that the modified financial asset would be classified differently from the original financial asset, which includes a reassessment of whether the SPPI criterion of measuring a financial asset at amortized cost is met, the modification is considered substantial.

When the contractual cash flows of a financial asset or financial liability are renegotiated or otherwise modified and the renegotiation or modification does not result in the derecognition of the financial asset or financial liability, the Company recalculates the gross carrying amount of the financial asset or financial liability and recognizes a modification gain or loss in net income or loss. The gross carrying amount of the financial asset or financial liability is calculated as the present value of the modified contractual cash flows discounted using the original EIR of the financial asset or financial liability.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(e)Financial instruments (continued)

(iii)Contracts to buy or sell a non-financial item

A contract to buy or sell a non-financial item that can be settled net in cash or another financial instrument is accounted for as a derivative financial instrument unless the contract was entered into and continues to be held for the purpose of the receipt or delivery of the non-financial item in accordance with the Company’s expected purchase, sale or usage requirements. The criteria for net settlement in cash or another financial instrument is met when: (a) the terms of the contract permit either party to settle net in cash or another financial instrument; (b) the Company has a practice of settling similar contracts net in cash or another financial instrument; (c) the Company has a practice of taking delivery of the underlying non-financial item and selling it within a short period after delivery for the purpose of generating a profit from short-term fluctuations in price; or (d) the non-financial item is readily convertible to cash.

(f)Impairment

(i)Non-financial assets and investments in associates

The carrying amounts of the Company’s non-financial assets, including mineral properties, plant and equipment, and investments in associates are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.

The recoverable amount of an asset is the higher of its value in use and fair value less costs of disposal (“FVLCOD”). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. FVLCOD is the amount obtainable from the sale of the asset in an arm’s length transaction between knowledgeable, willing parties, less costs of disposal. When a binding sale agreement is not available, the FVLCOD is estimated using a discounted cash flow approach with inputs and assumptions consistent with those expected to be used by a market participant. For the purposes of impairment testing, assets are assessed on an individual asset basis when applicable or grouped together into the smallest group of assets that generates cash inflows that are largely independent of cash inflows from other assets or groups of assets (the cash generating unit or “CGU”). This generally results in the Company identifying each mine or development project as a separate CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment losses are recognized in net income or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of the recoverable amount. An impairment loss is reversed through net income or loss to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of any applicable depreciation and depletion, if no impairment loss had been recognized.

(ii)Financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for a financial asset measured at amortized cost is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the credit risk on a financial asset measured at amortized cost, other than a trade receivable, has not increased significantly since initial recognition, the loss allowance for the financial asset is measured at an amount equal to the 12-month expected credit losses. For trade receivables, the Company measures the loss allowance at an amount equal to the lifetime expected credit losses.

For a financial asset that becomes credit-impaired, the Company measures the expected credit losses as the difference between the gross carrying amount of the financial asset and the present value of the estimated future cash flows discounted at the financial asset’s original EIR. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

The Company recognizes the amount of expected credit losses (or reversal) required to adjust the loss allowance to the required amount at each reporting date as an impairment loss (or gain) in net income or loss.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(g)Provisions

A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are calculated based on the expected future cash flows discounted, if material, at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability.

The Company is subject to environmental laws and regulations. A provision for reclamation and closure costs is recognized at the time the legal or constructive obligation first arises, which is generally the time that the environmental disturbance occurs. The provision is calculated as the present value of the expenditures required to settle the obligation. Upon initial recognition of the provision, a corresponding amount is added to the carrying amount of the related mineral property and is amortized using the same method as applied to the related asset. Following the initial recognition of the provision, the carrying amount is increased for the unwinding of the discount and adjusted for actual expenditures and changes to the discount rate and the amount or timing of future cash flows required to settle the obligation. The unwinding of the discount is recognized as finance expense in net income or loss while the effect of the changes to the discount rate and the amount or timing of cash flows are recognized as an adjustment to the carrying amount of the related mineral property.

(h)Leases

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, and subsequently at cost less accumulated depreciation and accumulated impairment losses and adjusted for remeasurements of the lease liability. The cost of the right-of-use asset includes the amount of the initial measurement of the lease liability and any lease payments made at or before the commencement date.

The lease liability is initially measured at the present value of the lease payments during the lease term that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease term is the non-cancellable period of a lease together with periods covered by extension options that the Company is reasonably certain to exercise, and periods covered by termination options that the Company is reasonably certain not to exercise. The incremental borrowing rate reflects the rate of interest that the Company would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently increased by the interest on the lease liability, measured using the discount rate, and decreased by lease payments made. The lease liability is remeasured using an unchanged discount rate when there is a change in future lease payments arising from a change in an index or rate. The lease liability is remeasured using a revised discount rate when there is a change in future lease payments resulting from changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets, leases with lease terms that are less than 12 months, and arrangements for the Company’s use of land to explore, develop, produce or otherwise use the mineral resource contained in that land. Payments associated with these arrangements are instead recognized as an expense on a straight-line basis over the term of the arrangement.

The Company presents right-of-use assets in the same line item as it presents underlying assets of the same nature that it owns. The Company presents lease liabilities in other liabilities in the consolidated statement of financial position.

(i)Share-based payments

(i)Equity-settled share-based payments

The grant-date fair values of equity-settled restricted share units (“RSUs”) and restricted share units with performance-based vesting conditions (“pRSUs”) are recognized as share-based compensation expense over the vesting period, with a corresponding increase to shareholders’ equity within reserves.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(i)Share-based payments (continued)

(i)Equity-settled share-based payments (continued)

For equity-settled RSUs and pRSUs with non-market vesting conditions, which include the completion of a specified service period and the achievement of non-market performance conditions, the Company estimates the grant-date fair value based on the quoted price of the Company’s common shares on the date of grant. The amount recognized as an expense over the vesting period is based on management’s best estimate of the number of equity instruments expected to vest. The cumulative amount expensed is adjusted at the end of each reporting period to reflect changes in the number of instruments expected to vest and the expected vesting period based on expected performance.

For equity-settled pRSUs with market vesting conditions, the Company estimates the grant-date fair value using the Monte Carlo method to project the Company’s performance and the performance of the relevant market index against which the Company’s performance is compared.

(ii)Cash-settled share-based payments

The fair values of cash-settled share-based payments are recognized as share-based compensation expense over the vesting period, with a corresponding increase to liabilities. The liabilities for cash-settled share-based payments are remeasured at the end of each reporting period and at the date of settlement, with changes in fair values recognized in net income or loss for the period.

The Company’s cash-settled share-based payments consist of deferred share units (“DSUs”), certain RSUs and certain pRSUs. The fair values of cash-settled DSUs and RSUs are estimated based on the quoted market price of the Company’s common shares. The fair values of cash-settled pRSUs are based on the quoted market price of the Company’s common shares and projected performance.

(j)Revenue recognition

Revenue is principally generated from the sale of gold bullion with each shipment considered as a separate performance obligation. The Company recognizes revenue at the point when the customer obtains control of the product. Control is transferred when title has passed to the customer, the customer has assumed the significant risks and rewards of ownership of the asset and the Company has the present right to payment for the delivery of the gold bullion.

The Company’s gold prepay transactions and gold purchase and sale arrangement under which it received upfront cash prepayments in exchange for delivering a specified number of gold ounces over a specified delivery period are held for the purpose of delivery of gold in accordance with the Company’s expected sale requirements and are accounted for as contracts with customers. The Company’s obligation under the gold stream arrangement assumed as part of the Greenstone Acquisition (the “Stream Arrangement”) is also accounted for as a contract with a customer. The cash prepayments received under the gold prepay transactions and gold purchase and sale arrangement and the fair value of the Company’s obligation under the Stream Arrangement on the acquisition date are recognized as deferred revenue and amortized to net income or loss as revenue at the time of each gold delivery on a per ounce basis based on the total number of gold ounces required to be delivered and the total transaction price.

The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods to the customer. The transaction price for each gold prepay transaction and gold purchase and sale arrangement was estimated at the contract inception date based on estimated future gold prices over the delivery period. Certain of the contracts contain variable consideration based on the spot price of gold at the time of delivery. For contracts containing variable consideration, the estimated transaction price is updated to reflect the spot price of gold at the time of delivery with the change in transaction price recognized as revenue in the period the gold is delivered.

The transaction price for the Stream Arrangement was estimated at the acquisition date based on estimated future gold prices. The Stream Arrangement contains variable consideration based on the spot price of gold at the time of delivery and number of total ounces to be delivered based on Greenstone’s life-of-mine (“LOM”) plan. The transaction price is updated to reflect the spot price of gold at the time of each delivery with the change in transaction price recognized as revenue in the period the gold is delivered. When there is a change in Greenstone’s LOM plan, the estimated transaction price is updated and re-allocated to the total number of ounces expected to be delivered under the Stream Arrangement, which results in an adjustment to the cumulative revenue recognized in the period in which the change is made.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(j)Revenue recognition (continued)

The difference between the estimated transaction price and the amount recognized as deferred revenue represents the financing component. The carrying amount of deferred revenue is increased to the estimated transaction price using the effective interest method, with a corresponding expense recognized in finance expense.

(k)Borrowing costs

Borrowing costs that are directly attributable to the acquisition and construction or development of a qualifying asset are capitalized as part of the cost of the asset when it is probable that they will result in future economic benefits to the Company and the costs can be measured reliably. Management applies judgement on a case-by-case basis to determine whether an asset is a qualifying asset, which is defined as an asset that necessarily takes a substantial period of time to get ready for its intended use. Other borrowing costs are recognized as finance expense in the period in which they are incurred.

Capitalization of borrowing costs commences when the Company (i) incurs capitalized expenditures for the asset that have resulted in the payment of cash, transfer of other assets or the assumption of interest-bearing liabilities; (ii) incurs borrowing costs; and (iii) undertakes activities that are necessary to prepare the asset for its intended use. Capitalization of borrowing costs ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use are complete. To the extent that the Company borrows funds specifically for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalization is the actual net borrowing costs incurred on that borrowing during the period. To the extent that the Company borrows funds generally and uses them for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalization is determined by applying a capitalization rate to the cumulative expenditures on that asset. The capitalization rate is calculated as the weighted average of the borrowing costs applicable to all borrowings of the Company, other than specific borrowings, that are outstanding during the period.

(l)Income taxes

Income tax expense or recovery is recognized in net income or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense or recovery is the expected income taxes payable or receivable in respect of the taxable income or loss for the period, measured using tax rates that are enacted or substantively enacted at the reporting date, plus any adjustments recognized during the period for current tax related to prior periods.

Temporary differences are differences between the carrying amounts of assets and liabilities in the statement of financial position and the amounts attributed to the assets and liabilities for tax purposes. Deferred income tax liabilities are recognized for taxable temporary differences, except when the deferred tax liability arises from the initial recognition of assets or liabilities in a transaction that (i) is not a business combination; (ii) at the time of the transaction, affects neither accounting nor taxable income or loss; and (iii) at the time of the transaction does not give rise to equal taxable and deductible temporary differences. In addition, deferred income tax liabilities are not recognized for taxable temporary differences relating to investments in subsidiaries to the extent that the Company can control the timing of the reversal of the temporary differences, and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for deductible temporary differences and the carryforward of unused tax losses and unused tax credits to the extent that it is probable that future taxable income will be available against which the deductible temporary differences and the carryforward of unused tax losses and unused tax credits can be utilized, unless the deferred tax asset arises from the initial recognition of assets or liabilities in a transaction that (i) is not a business combination; (ii) at the time of the transaction, affects neither accounting nor taxable income or loss; and (iii) at the time of the transaction does not give rise to equal taxable and deductible temporary differences. In addition, deferred income tax assets are recognized for deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable that the temporary difference will reverse in the foreseeable future. The Company reassesses unrecognized deferred income tax assets at the end of each reporting period and recognizes a previously unrecognized deferred income tax asset to the extent that it has become probable that future taxable income will allow the deferred income tax asset to be recovered.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(l)Income taxes (continued)

The Company is subject to a global minimum top-up tax (referred to as “Pillar Two”). The Company has applied the temporary mandatory relief from recognizing deferred tax assets and liabilities arising from Pillar Two legislation that are enacted or substantively enacted at the reporting date and accounts for Pillar Two income taxes, if any, as current tax expense in the period they are incurred.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the underlying temporary differences in the period when they reverse based on tax rates that are enacted or substantively enacted at the reporting date.

Current income tax assets and liabilities are offset when the Company has a legally enforceable right to offset the amounts recognized and intends either to settle the amounts on a net basis or to realize the assets and settle the liabilities simultaneously. Deferred income tax assets and liabilities are offset when the Company has a legally enforceable right to offset the amounts recognized and the amounts relate to income taxes levied by the same taxation authority on either the same taxable entity, or different taxable entities which intend either to settle the amounts on a net basis or to realize the assets and settle the liabilities simultaneously.

When there is uncertainty over income tax treatments, the Company assesses whether it is probable that the relevant taxation authority will accept the uncertain tax treatment. This assessment affects the amount of income tax expense or recovery recognized by the Company. If the Company concludes that it is not probable that a taxation authority will accept the uncertain tax treatment, the effect of the uncertain tax treatment is reflected in the determination of the Company’s income tax expense or recovery based on the most likely amount or, if there are a wide range of possible outcomes, the expected value of the liability.

(m)Net income (loss) per share

Basic net income (loss) per share (“EPS”) is calculated by dividing the net income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the net income or loss attributable to common shareholders and the weighted average number of shares outstanding for the effects of dilutive potential common shares, which comprise equity-settled RSUs and pRSUs, stock options, and convertible notes. Contingently issuable shares under the Company’s outstanding pRSUs are included in the diluted EPS calculation based on the number of shares that would be issuable if the reporting date were the end of the contingency period. The dilutive effect of stock options assumes that the proceeds from potential exercise of the instruments are used to repurchase the Company’s common shares at the average market price for the period. Stock options are dilutive and included in the diluted EPS calculation to the extent exercise prices are below the average market price of the Company’s common shares. The dilutive effect of convertible notes reflects the number of shares that would be issued on conversion of the notes. For the purpose of calculating diluted EPS, dilutive potential common shares are deemed to have been converted into common shares at the beginning of the period or, if later, the date the potential common shares are issued.

(n)Contingencies

Contingent assets and contingent liabilities are not recognized in the consolidated financial statements. Contingent assets and contingent liabilities are possible assets or possible obligations, respectively, that arise from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. A contingent liability can also be a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

Contingent assets and contingent liabilities are assessed at the end of each reporting period to ensure developments are appropriately reflected in the consolidated financial statements. When it becomes probable that an outflow of future economic benefits will be required to settle a present obligation previously accounted for as a contingent liability, a provision is recognized in the consolidated financial statements of the period in which the change occurs. When it has become virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the consolidated financial statements of the period in which the change occurs.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(o)Amended IFRS standard effective January 1, 2024

In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1), which amended IAS 1, Presentation of Financial Statements (“IAS 1”) to clarify the requirements for presenting liabilities in the statement of financial position as current or non-current. In October 2022, the IASB issued Non-current Liabilities with Covenants, which amended IAS 1 to expand the information an entity provides when its right to defer settlement of a liability for at least 12 months after the reporting period is subject to compliance with covenants and to clarify how such compliance affects the classification of the liability as current or non-current.

For a liability to be classified as non-current, the amendments removed the requirement for the Company’s right to defer settlement of a liability for at least 12 months after the reporting period to be ‘unconditional’ and instead require that the Company’s right must exist at the end of the reporting period. In addition, the amendments clarify that: (a) classification is unaffected by management’s intentions or expectations about whether the Company will exercise its right to defer settlement; (b) for loan arrangements that are subject to covenants, only covenants that the Company must comply with on or before the reporting date affect the classification of a liability as current or non-current at such date; (c) if the Company’s right to defer settlement is subject to the Company complying with covenants on or before the reporting date, such covenants affect whether the Company’s right exists at the end of the reporting period even if compliance with the covenant is assessed only after the reporting period; and (d) the term settlement includes the transfer of the Company’s own equity instruments to the counterparty that results in the extinguishment of the liability, except when the settlement of the liability with the Company transferring its own equity instruments is at the option of the counterparty and such option has been classified as an equity instrument, separate from the host liability.

The amendments also require new disclosures for non-current liabilities that are subject to future covenants to help users understand the risk that those liabilities could become repayable within 12 months after the reporting date. The required annual disclosures include (i) the nature of the covenants; (ii) when the Company is required to comply with the covenants; (iii) the carrying amounts of the related liabilities; and (iv) facts and circumstances, if any, that indicate the Company may have difficulty complying with the covenants.

The Company applied the above amendments effective January 1, 2024. The initial application of the amendments on January 1, 2024 did not have any impact on the classification of the Company’s liabilities. The Company has disclosed, in note 13(a), the required information relating to covenants to which it must comply in respect of its credit facility, which is classified as non-current at December 31, 2024.

(p)New and amended IFRS standards not yet effective

(i)Amendments to the classification and measurement of financial instruments

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9, Financial Instruments (“IFRS 9”) and IFRS 7, Financial Instruments: Disclosures (“IFRS 7”). Under the current IFRS 9 standard, the Company derecognizes a financial liability when it is extinguished, which is when the obligation specified in the contract is discharged or cancelled or expires. The amendments to IFRS 9 introduced an election that permits the Company, when settling a financial liability or part of a financial liability in cash using an electronic payment system, to deem the financial liability, or part of it, to be discharged before the settlement date if the Company has initiated a payment instruction that resulted in: (a) the Company having no practical ability to withdraw, stop or cancel the payment instruction; (b) the Company having no practical ability to access the cash to be used for settlement as a result of the payment instruction; and (c) the settlement risk associated with the electronic payment system being insignificant. The amendments clarify that unless the above election applies, a financial liability is derecognized on the settlement date, which is the date on which the liability is extinguished because the obligation specified in the contract is discharged or cancelled or expires.

The amendments to IFRS 7 amended the disclosure requirements for investments in equity instruments designated at FVOCI to include separate disclosure of the change in fair values presented in OCI of investments derecognized during the reporting period and investments held at the end of the reporting period.

The amendments to IFRS 9 and IFRS 7 are effective for the Company’s annual reporting period beginning on January 1, 2026. Earlier application is permitted. The Company is in the process of assessing the impact of the amendments on the Company’s consolidated financial statements.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(p)New and amended IFRS standards not yet effective (continued)

(ii)Presentation and disclosure in financial statements

In April 2024, the IASB issued a new standard, IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 sets out requirements for the presentation of information in the primary financial statements and disclosure of information in the notes to the primary financial statements. IFRS 18 introduces the following new requirements: (a) classifying income and expenses included in the statement of income or loss into one of the following five categories: operating, investing, financing, discontinued operations and income tax; (b) presenting subtotals for operating income or loss, and income or loss before financing and income taxes, which includes all income and expenses classified in the investing category, in the statement of income or loss; and (c) disclosure of management-defined performance measures in the notes to the primary financial statements. IFRS 18 also adds new principles for aggregation and disaggregation of information presented in the primary financial statements or disclosed in the notes to the primary financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The Company is in the process of assessing the impact of IFRS 18 on the Company’s consolidated financial statements.

4. AREAS OF SIGNIFICANT JUDGEMENT AND ESTIMATION UNCERTAINTY

In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates and assumptions made as the estimation process is inherently uncertain. All estimates and assumptions are reviewed on an ongoing basis based on relevant facts and circumstances, and new reliable information or experience. Revisions to estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about critical judgements that management has made in the process of applying the Company’s accounting policies during the years ended December 31, 2024 and 2023 that have the most significant effects on amounts recognized in these consolidated financial statements and the assumptions and other major sources of estimation uncertainty at December 31, 2024 that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

(a)Judgements

(i)Business combination

Management applies judgement in determining whether a set of activities and assets the Company acquires and obtains control of constitutes a business. This includes making judgements about whether the set of activities and assets consist of inputs and processes, including a substantive process, that when applied to those inputs, have the ability to create or significantly contribute to the creation of outputs that generate investment income or other income from ordinary activities.

The Company determined that on May 13, 2024, the acquisition date, Greenstone constitutes a business and that the Greenstone Acquisition represented a business combination achieved in stages (note 5).

(ii)Functional currency

In determining the functional currency of the Company and its subsidiaries, the Company makes certain judgements about the primary economic environment in which an entity operates. The Company reconsiders the functional currency of an entity when there is a change in the underlying transactions, events and conditions that determine the primary economic environment in which the entity operates and accounts for the effects of a change in functional currency prospectively.

The Company determined that upon reaching commercial production on November 6, 2024 (note 4(a)(iv)), the primary economic environment in which Greenstone operates changed and accordingly, the functional currency of Greenstone, which was the Canadian dollar, changed to be the US dollar, being the currency in which sales of its gold production are denominated and settled, a majority of its financing activities are generated, and receipts from its sales are primarily retained.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

4. AREAS OF SIGNIFICANT JUDGEMENT AND ESTIMATION UNCERTAINTY (CONTINUED)

(a)Judgements (continued)

(iii)Investments

Management applies judgement in assessing whether the Company has control, joint control or significant influence over an investee, the conclusion of which determines the appropriate accounting for the Company’s investment in the investee.

On June 5, 2024, the Company’s equity interest in Versamet was reduced to 13.4% (December 31, 2023 – 20.3%) (note 10(a)). Based on the Company’s share of Versamet’s issued and outstanding common shares and the related voting rights, the Company concluded that it no longer had significant influence over Versamet as of June 5, 2024 and reclassified its interest from investment in associate to investment in equity instruments measured at FVOCI (note 11(a)).

On disposition of the Company’s partial interest in i-80 Gold on March 31, 2023, the Company’s retained interest in i-80 Gold was reduced to 19.95% (note 10(b)). Based on the Company’s share of i-80 Gold’s issued and outstanding common shares and the related voting rights and its representation on i-80 Gold’s board of directors, the Company concluded that it no longer had significant influence over i-80 Gold as of March 31, 2023 and reclassified its retained interest from investment in associate to marketable securities measured at FVOCI (note 6(a)).

On October 19, 2023, the note receivable from Bear Creek Mining Corporation (“Bear Creek”) was replaced with a convertible note receivable (the “Bear Creek Convertible Note”) that has the potential, if converted, to give the Company additional voting power over Bear Creek (note 11(b)). Based on the Company’s share of Bear Creek’s issued and outstanding common shares and the related voting rights being less than 20% and the terms of the Company’s conversion rights, which restrict the Company from holding more than 19.99% of Bear Creek’s total issued and outstanding common shares, the Company concluded that the receipt of the Bear Creek Convertible Note did not result in the Company having significant influence over Bear Creek and therefore accounts for its investment in Bear Creek at December 31, 2024 and 2023 as marketable securities measured at FVOCI.

(iv)Achievement of operating levels intended by management

Development costs, including eligible borrowing costs, incurred subsequent to the establishment of economic recoverability, technical feasibility and commercial viability, and after the receipt of approval for project expenditures, and construction costs are capitalized until the mineral property, plant or equipment is capable of operating at levels intended by management. Depreciation and depletion of capitalized development and construction costs begins when the asset is capable of operating at levels intended by management. Management considers several factors in determining when a mineral property, plant or equipment is capable of operating at levels intended by management. Amongst other quantitative and qualitative factors, throughput, mill grades, recoveries, and for a heap leach operation, stacking rates and irrigation rates, are assessed over a reasonable period to make this determination.

The Company determined that Greenstone reached commercial production and accordingly was capable of operating at levels intended by management effective November 6, 2024 (note 9(b)).

(v)Indicators of impairment

Judgement is applied when assessing whether certain facts and circumstances are indicators of impairment of a non-financial asset, and accordingly, require an impairment test to be performed. The Company considers both external and internal sources of information in assessing whether there are any indications that its assets or CGUs may be impaired.

External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and are expected to affect the recoverable amount of CGUs. The primary external factors considered are changes in estimated long-term metal prices, changes in laws and regulations and the Company’s market capitalization relative to its net asset carrying amount. Internal sources of information the Company considers include the manner in which mineral properties, plant and equipment are being used or are expected to be used and measures of economic performance of the assets. The primary internal factors considered are the Company’s current mine performance against expectations, changes in mineral reserves and resources, current LOM plans and exploration results.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

4. AREAS OF SIGNIFICANT JUDGEMENT AND ESTIMATION UNCERTAINTY (CONTINUED)

(a)Judgements (continued)

(v)Indicators of impairment (continued)

During the year ended December 31, 2024, the Company identified evidence from internal reporting that indicated that the economic performance of Santa Luz is, or will be, worse than expected. Specifically, gold production at Santa Luz was below budget due, in part, to lower than planned gold recoveries. As a result, the Company has revised the budgeted gold recoveries at Santa Luz for 2025, in line with the recoveries achieved in the fourth quarter of 2024, and reduced the LOM recovery rate. The Company determined that the reduced expectations of gold recoveries at Santa Luz was an indicator of impairment. Accordingly, the Company estimated the recoverable amount of the Santa Luz CGU and performed an impairment test as at December 31, 2024 (note 4(b)(vi)).

(vi)Contracts to buy or sell a non-financial item

Judgement is applied in determining whether a contract to buy or sell a non-financial item should be accounted for as a derivative, which includes an assessment of whether the contract can be settled net in cash or another financial instrument and whether the contract was entered into and continues to be held for the purpose of the receipt or delivery of the non-financial item in accordance with the Company’s expected purchase, sale or usage requirements. Factors considered by management include the settlement provisions of the contract, the Company’s past practices, the nature of the non-financial item, and the Company’s LOM plans.

As part of the Greenstone Acquisition on May 13, 2024, the Company assumed the obligation under the Stream Arrangement (notes 5 and 14(a)). Under the Stream Arrangement, the Company is required to deliver an amount of refined gold equal to 2.375% of the gold produced from Greenstone, until the Company has delivered a cumulative total of 120,333 ounces, and 1.583% of the gold production from Greenstone thereafter.

In addition, the Company entered into gold prepay transactions in March 2023 and June 2023, as amended on October 29, 2024 (collectively referred to as the “Gold Prepay Transactions”) (note 14(b)), and a gold purchase and sale arrangement with Versamet in October 2023 (note 14(c)) whereby the Company received upfront cash prepayments in exchange for delivering a specified number of gold ounces monthly over a future delivery period.

While gold is a commodity that is readily convertible to cash, the Company is able to and intends to satisfy the required gold deliveries under the contracts using its own gold production, thereby meeting the criteria of the contracts being entered into and continuing to be held for the purpose of delivery of the non-financial item in accordance with the Company’s expected sale requirements to not be accounted for as a derivative. Accordingly, the contracts are accounted for as contracts with customers with the upfront cash prepayments recognized as deferred revenue upon receipt and as revenue at the time of each monthly gold delivery.

(vii)Income taxes

In determining the Company’s income tax expense (recovery) for the period, management applies judgement in the interpretation of tax legislation in multiple jurisdictions. The Company is subject to tax assessments by various taxation authorities, each of which may interpret legislation differently. The amounts recognized in the consolidated financial statements are based on management’s judgements on the application of tax legislation and the probable outcome of tax assessments. The Company provides for uncertain tax treatments based on management’s judgement on the probable outcome of tax assessments.

(viii)Contingent liabilities

Contingent liabilities can relate to, but are not limited to, environmental obligations, litigation, regulatory proceedings, tax matters and losses resulting from other events. Management exercises significant judgement in assessing whether the outflow of economic benefits has become probable and thereby requires present obligations to be recognized in the consolidated financial statements.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

4. AREAS OF SIGNIFICANT JUDGEMENT AND ESTIMATION UNCERTAINTY (CONTINUED)

(b)Assumptions and other major sources of estimation uncertainty

(i)Valuation of inventories

Inventories are measured at the lower of weighted average cost and NRV. The determination of NRV involves the use of estimates. The NRV of inventories is calculated as the estimated price at the time of eventual sale based on prevailing metal prices less estimated future costs to convert the inventories into saleable form and associated selling costs. The NRV of inventories is assessed at the end of each reporting period. Changes in the estimates of NRV may result in a write-down of inventories or a reversal of a previous write-down.

In determining the valuation of heap leach ore inventories, the Company makes estimates of recoverable ounces on the leach pads based on quantities of ore placed on the leach pads, the grade of ore placed on the leach pads and an estimated recovery rate. Actual timing and ultimate recovery of gold contained on the leach pads can differ significantly from these estimates. Changes in estimates of recoverable ounces on the leach pads can impact the Company’s ability to recover the carrying amount of the inventories and may result in a write-down of inventories.

(ii)Proven and probable mineral reserves, and measured and indicated mineral resources

Estimates of proven and probable mineral reserves, and measured and indicated mineral resources are used in the calculation of depreciation and depletion of mineral properties and certain plant and equipment, the determination, when applicable, of the recoverable amounts of CGUs, and for forecasting the timing of reclamation and closure cost expenditures. In addition, estimates of mineral reserves and mineral resources were required in determining the fair values of mineral properties and certain plant and equipment acquired, the associated provision for reclamation and closure costs, the Stream Arrangement and the Greenstone Contingent Consideration assumed in the Greenstone Acquisition (note 5). The Company estimates mineral reserves and mineral resources based on information compiled by qualified persons as defined by National Instrument (“NI”) 43-101 – Standards of Disclosure for Mineral Projects.

There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in forecast metal prices, foreign exchange rates, operating costs or recovery rates and tax rates may change the economic status of mineral reserves and mineral resources and may, ultimately, result in estimates of mineral reserves and mineral resources being revised. Changes in estimates of mineral reserves and mineral resources could impact the carrying amounts of mineral properties, plant and equipment, depreciation and depletion rates, the provisions for reclamation and closure costs, the balance and amortization of the Stream Arrangement deferred revenue (note 14(a)) and the fair value measurement of the Greenstone Contingent Consideration (note 16(b)(iii) and 30(b)(i)).

(iii)Reclamation and closure cost provisions

The Company’s provisions for reclamation and closure costs represent management’s best estimate of the present value of the future cash outflows required to settle the liabilities, which reflects estimates of future costs, inflation, and movements in foreign exchange rates, and assumptions of risks associated with the future cash outflows and the applicable risk-free interest rates for discounting the future cash outflows. Changes in the above estimates and assumptions can result in changes to the provisions recognized by the Company.

Changes to the provisions for reclamation and closure costs are recognized with a corresponding change to the carrying amounts of the related mineral properties during the period of change. Adjustments to the carrying amounts of the related mineral properties can result in changes to future depreciation and depletion expense.

(iv)Income taxes and value-added taxes receivable

In determining the amount of deferred income tax assets to be recognized, the Company makes estimates of the amounts and timing of future taxable income against which deductible temporary differences can be utilized. Estimates of future taxable income are based on forecast results of operations, application of tax legislation and available tax opportunities. The impacts of changes in these estimates are recognized in the period of change.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

4. AREAS OF SIGNIFICANT JUDGEMENT AND ESTIMATION UNCERTAINTY (CONTINUED)

(b)Assumptions and other major sources of estimation uncertainty (continued)

(iv)Income taxes and value-added taxes receivable (continued)

The Company has receivables from various governments for federal and state value-added taxes (“VAT”). The timing and amount of VAT receivables collectible can be uncertain. Management makes significant estimates relating to the timing and amount of VAT receivables considered collectible. Changes in these estimates can result in the recognition or reversal of impairment losses in net income or loss and the reclassification of VAT receivable amounts between current and non-current.

(v)Fair value measurements not based on quoted market prices

The fair values of certain of the Company’s financial assets and financial liabilities are measured based on other than quoted market prices (note 30(b)(i)). The Company’s derivative financial instruments (note 16) are estimated using various valuation techniques that use observable and/or unobservable inputs. Effective June 5, 2024, the Company measures its investment in Versamet (note 11(a)) at FVOCI using a market approach with reference to the market price of Versamet’s common shares in recent transactions, adjusted to reflect assumptions that market participants would use in pricing the asset. The Company measures the Bear Creek Convertible Note (note 11(b)) at FVTPL using a convertible debt valuation model based on market-derived inputs and a market interest rate that reflects assumptions of risks associated with the financial instrument. Changes in assumptions and estimates used in the fair value measurement of derivative financial instruments and other financial assets measured at fair value can result in changes in the fair values of the financial assets and financial liabilities, which are recognized in net income or loss in the period of change with respect to the derivative financial instruments and Bear Creek Convertible Note, and in OCI with respect to the Company’s investment in Versamet.

(vi)Recoverable amount of the Santa Luz CGU

In determining whether an impairment loss should be recognized for the Santa Luz CGU, the Company estimated the recoverable amount of the Santa Luz CGU, being its FVLCOD as at December 31, 2024. The Company determined that no impairment loss was required to be recognized.

In estimating the FVLCOD, significant estimates and assumptions were made relating to future metal prices, production based on current estimates of mineral reserves and recovery rates, future operating costs and capital expenditures, future foreign exchanges rates, discount rate and an in-situ value for mineral resources. These estimates and assumptions are subject to risk and uncertainty. Changes in these estimates can result in the recognition of future impairment losses.

5. GREENSTONE ACQUISITION

On May 13, 2024, the Company acquired 100% of the issued and outstanding shares of OMF Fund II (SC) Ltd., subsequently renamed PAG Holding Corp. (“PAGH”), an entity that holds a 40% interest in Greenstone, from certain funds managed by Orion Mine Finance Management LP (collectively, “Orion”) for total consideration of $960.9 million. The acquisition resulted in the Company owning 100% and obtaining control of Greenstone.

Prior to the completion of the Greenstone Acquisition, Greenstone was a joint operation in which the Company had a 60% interest and the Company’s share of Greenstone’s assets, liabilities, revenues and expenses was proportionately consolidated. The Greenstone Acquisition was accounted for as a business combination achieved in stages.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

5. GREENSTONE ACQUISITION (CONTINUED)

The total purchase price, consisting of the acquisition-date fair value of total consideration transferred and the Company’s previously held interest in Greenstone immediately prior to the acquisition date, is as follows:


	Preliminary		Adjustment(3)		Final
Cash consideration	$	705,037	$	—	$	705,037
Deferred cash consideration(1)	38,254		—		38,254
Share consideration(2)	217,640		—		217,640
Total consideration transferred	960,931		—		960,931
Fair value of previously held 60% interest in Greenstone(3)	1,645,914		72,153		1,718,067
Total purchase price	$	2,606,845	$	72,153	$	2,678,998

(1) As part of the consideration for the Greenstone Acquisition, the Company issued a non-interest-bearing promissory note to Orion with a principal amount of $40.0 million (the “Orion Note”) and maturity date of December 31, 2024. The acquisition-date fair value of the Orion Note of $38.3 million was calculated as the present value of the future cash flows discounted using a market rate of interest for similar instruments. The Orion Note was paid in full on December 30, 2024.

(2) The fair value of the 42.0 million common shares issued to Orion was determined based on the Company’s quoted common share price of C$7.09 per share on the acquisition date.

(3) The fair value of the Company’s previously held 60% interest in Greenstone was measured on a provisional basis at the acquisition date, pending completion of the valuation process which was finalized at December 31, 2024.

The difference of $72.2 million in the final fair value of the Company’s previously held 60% interest in Greenstone as compared to the provisional fair value was mainly related to mineral properties, plant and equipment and the associated deferred tax liabilities as set out below. The Company recognized a gain of $579.8 million before income taxes in other income for the year ended December 31, 2024 on remeasurement of its 60% share of assets and liabilities of Greenstone held immediately before the business combination to their acquisition-date fair values, net of the cumulative foreign currency translation loss of $31.9 million reclassified to net income ($397.9 million, net of deferred income tax expense of $181.9 million).

The total purchase price was allocated to the identifiable assets acquired and liabilities assumed, based on their acquisition-date fair values. The following table summarizes the acquisition-date fair values and recognized amounts of the assets acquired and liabilities assumed as of the acquisition date, certain of which were measured on a provisional basis at the acquisition date and finalized at December 31, 2024.


Assets (liabilities)	Preliminary		Adjustment(4)		Final
Cash and cash equivalents	$	2,361	$	—	$	2,361
Receivables	7,379		—		7,379
Inventories	42,146		5,524		47,670
Restricted cash	15,716		—		15,716
Mineral properties, plant and equipment	3,685,753		(55,498)		3,630,255
Other assets	8,954		—		8,954
Accounts payable and accrued liabilities	(98,930)		—		(98,930)
Deferred revenue(1)	(138,167)		1,122		(137,045)
Reclamation and closure cost provision	(29,227)		(3,507)		(32,734)
Deferred income tax liabilities	(725,619)		125,157		(600,462)
Other liabilities(2)	(163,521)		(645)		(164,166)
Fair value of net assets acquired(3)	$	2,606,845	$	72,153	$	2,678,998

(1) The deferred revenue assumed on acquisition relates to the Stream Arrangement that Orion previously entered into with a third party (note 14(a)).

(2) Other liabilities include a contingent consideration derivative liability from a prior acquisition (the “Greenstone Contingent Consideration”) (note 16(b)(iii)), an equipment financing facility (the “Equipment Facility”) (note 17(a)), and lease liabilities.

(3) The total fair value of net assets acquired includes the Company’s share of assets and liabilities of Greenstone immediately before the business combination.

(4) The fair values of inventories, mineral properties, plant and equipment, deferred revenue, reclamation and closure cost provision, deferred income tax liabilities and the Greenstone Contingent Consideration were measured on a provisional basis at the acquisition date, pending completion of the valuation process which was finalized at December 31, 2024.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

5. GREENSTONE ACQUISITION (CONTINUED)

The Company retained an independent valuation specialist to assist with determination of the fair values of certain assets acquired and liabilities assumed. The fair value of inventories was estimated based on the expected future cash flows from sales of gold produced less estimated costs to convert the inventories into saleable form and associated selling costs. The fair value of mineral properties was estimated using a discounted cash flow model for mineral reserves and an in-situ value for unmodelled mineral resources. Significant inputs used in determining the fair value of mineral properties include estimates of the appropriate discount rate, foreign exchange rates, future gold prices, production based on current estimates of mineral reserves, and future operating and capital expenditures. The fair value of plant and equipment was estimated based on the estimated replacement cost. The fair values of deferred revenue, reclamation and closure cost provision, the Greenstone Contingent Consideration and the Equipment Facility were estimated using discounted cash flow models using discount rates that reflect the risks inherent in the expected future cash flows at the acquisition date. Significant inputs used in determining the expected future cash flows associated with the Stream Arrangement deferred revenue include estimates of the quantities and timing of future gold deliveries and future gold prices. Significant inputs used in determining the expected future cash flows associated with the reclamation and closure cost provision include timing of expenditures required to settle the obligation. Significant inputs used in determining the expected future cash flows associated with the Greenstone Contingent Consideration include assumptions related to the achievement of production milestones and future gold prices.

Upon finalization of the fair value measurement of the assets acquired and liabilities assumed, the Company retrospectively adjusted the provisional amounts recognized at the acquisition date. As a result, the Company recognized an increase of $109.5 million before tax in the gain on remeasurement of its previously held 60% interest in Greenstone ($75.1 million, net of deferred income tax expense of $34.4 million) and additional cost of sales of $5.4 million in net income for the nine months ended September 30, 2024.

Transaction costs incurred in connection with the acquisition totaling $0.8 million were expensed and presented as professional fees within general and administration expense.

Consolidated revenue for the year ended December 31, 2024 includes the revenue of PAGH since the acquisition date in the amount of $113.7 million. Consolidated net income for the year ended December 31, 2024 includes the net income of PAGH since the acquisition date in the amount of $14.2 million. Had the transaction occurred on January 1, 2024, there would be no impact to the consolidated revenue for the year ended December 31, 2024 and pro-forma unaudited net income for the year ended December 31, 2024 would have been approximately $335.1 million.

6. MARKETABLE SECURITIES


	Note	December 31, 2024		December 31, 2023
Balance – beginning of year		$	92,666	$	36,867
Additions	6(a), 6(b)	900		33,899
Dispositions	6(a), 6(b)	(48,191)		(53,359)
Reclassification of investment in i-80 Gold	6(a)	—		119,870
Change in fair value	6(c)	(39,233)		(44,611)
Balance – end of year		$	6,142	$	92,666

(a)Investment in i-80 Gold

On disposition of the Company’s partial interest in i-80 Gold on March 31, 2023 (note 10(b)), the Company’s retained interest in i-80 Gold was reduced to 19.95% and was reclassified from investment in associate to marketable securities measured at FVOCI.

On May 15, 2023, pursuant to an escrow agreement in respect of the i-80 Gold share purchase warrants issued by the Company on March 31, 2023 (note 10(b)), 5.8 million of the i-80 Gold common shares owned by the Company were deposited into an escrow account. The shares were released from escrow on March 31, 2024 upon expiry of the warrants. There were no remaining i-80 Gold common shares held in escrow at December 31, 2024 (2023 – $10.2 million).

On August 1, 2023, the Company participated in i-80 Gold’s private placement financing, purchasing 1.0 million common shares of i-80 Gold at a price of C$2.70 per share, for total consideration of $2.1 million. Upon closing of i-80 Gold’s private placement financing, the Company’s interest in i-80 Gold remained below 20%.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

6. MARKETABLE SECURITIES (CONTINUED)

(a)Investment in i-80 Gold (continued)

During the year ended December 31, 2024, the Company sold its remaining 50.6 million common shares of i-80 Gold held for total proceeds of $48.2 million and derecognized the carrying amount of the marketable securities of $48.2 million. In connection with the dispositions, the Company transferred the cumulative loss of $74.2 million, net of tax of nil, on the marketable securities from accumulated other comprehensive loss (“AOCL”) to retained earnings.

(b)Investment in Solaris Resources Inc. (“Solaris”)

On March 27, 2023, the Company exercised its remaining 7.5 million Solaris warrants held to purchase 7.5 million common shares of Solaris at an exercise price of C$1.20 per share for total consideration of $6.7 million. The total investment of $31.7 million, which included the carrying amount of the warrants of $25.0 million derecognized on exercise, was recognized as marketable securities measured at FVOCI. Prior to the exercise, the Company recognized a loss of $4.1 million relating to the change in fair value of the warrants in net income for the year ended December 31, 2023.

In January and March 2023, the Company sold its remaining 12.0 million common shares of Solaris held for total proceeds of $53.4 million and derecognized the carrying amount of the marketable securities of $53.4 million. In connection with the dispositions, the Company transferred the cumulative loss of $6.6 million, net of tax, on the marketable securities from AOCL to retained earnings.

(c)Change in fair value

During the year ended December 31, 2024, the Company recognized a net loss of $39.2 million (2023 – $44.6 million) on remeasurement of the fair value of its investments in marketable securities, of which a net loss of $38.3 million (2023 – $44.1 million) was recognized in OCI and a loss of $0.9 million (2023 – $0.5 million) associated with marketable securities measured at FVTPL was recognized in other income.

At December 31, 2024, the cumulative losses, net of tax, accumulated in AOCL in respect of the Company’s outstanding marketable securities and other investments in equity securities amounted to $23.4 million (2023 – $57.6 million).

7. TRADE AND OTHER RECEIVABLES


		December 31, 2024		December 31, 2023
Trade receivables		$	3,943	$	9,916
VAT receivables(1)		41,808		55,251
Income taxes receivable		5,275		7,574
Other receivables	17(a)	19,009		9,566
		$	70,035	$	82,307

(1) VAT receivables at December 31, 2024 includes $19.3 million (2023 – $32.1 million) and $18.8 million (2023 – $27.0 million) of VAT receivables in Brazil and Mexico, respectively, of which $8.6 million (2023 – $13.4 million) of the Brazilian VAT is included in other non-current assets.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

8. INVENTORIES


	December 31, 2024		December 31, 2023
Heap leach ore	$	467,719	$	470,894
Stockpiled ore	109,762		52,890
Work-in-process	29,454		16,406
Finished goods	14,895		14,139
Supplies	72,813		58,044
Total inventories	$	694,643	$	612,373

Classified and presented as:
Current	$	417,541	$	412,005
Non-current(1)	277,102		200,368
	$	694,643	$	612,373

(1) Non-current inventories at December 31, 2024 and 2023 relate to heap leach ore at Mesquite and Castle Mountain.

During the year ended December 31, 2024, the Company recognized a decrease in the provision for obsolete and slow-moving supplies inventories of $5.1 million (2023 – increase of $0.3 million) in operating expense. At December 31, 2024, the Company’s total provision for obsolete and slow-moving supplies inventories was $9.7 million (2023 – $14.8 million).

During the year ended December 31, 2024, the Company recognized within cost of sales $19.2 million (2023 – $27.5 million) in write-downs of inventories to NRV, primarily relating to heap leach ore at Castle Mountain and work-in-process inventories at Santa Luz (2023 – heap leach ore at Los Filos).

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

9. MINERAL PROPERTIES, PLANT AND EQUIPMENT


	Note	Mineral properties (note 9(a))		Plant and equipment		Construction- in-progress (note 9(b))		Exploration and evaluation assets		Total
Cost
Balance – December 31, 2022		$	2,092,144	$	820,531	$	382,338	$	50,797	$	3,345,810
Additions(1)		92,287		82,320		421,771		—		596,378
Transfers		414		72,993		(73,407)		—		—
Disposals		—		(6,548)		—		—		(6,548)
Change in reclamation and closure cost asset		23,185		—		—		—		23,185
Foreign currency translation		9,913		2,589		15,436		206		28,144
Balance – December 31, 2023		2,217,943		971,885		746,138		51,003		3,986,969
Remeasurement to fair value on Greenstone Acquisition	5	684,254		(15,227)		—		—		669,027
Acquired in Greenstone Acquisition(2)	5	890,390		76,013		479,937		5,762		1,452,102
Additions(1)		135,442		102,829		285,419		—		523,690
Transfers		436,969		818,419		(1,255,388)		—		—
Disposals		—		(52,820)		—		—		(52,820)
Change in reclamation and closure cost asset		16,161		—		—		—		16,161
Foreign currency translation	3(b)(ii)	(50,456)		(14,716)		(43,846)		406		(108,612)
Balance – December 31, 2024		$	4,330,703	$	1,886,383	$	212,260	$	57,171	$	6,486,517

Accumulated depreciation and depletion
Balance – December 31, 2022		$	317,568	$	187,743	$	—	$	—	$	505,311
Depreciation and depletion		140,212		121,669		—		—		261,881
Disposals		—		(5,727)		—		—		(5,727)
Foreign currency translation		—		291		—		—		291
Balance – December 31, 2023		457,780		303,976		—		—		761,756
Remeasurement to fair value on Greenstone Acquisition	5	—		(14,699)		—		—		(14,699)
Depreciation and depletion		97,570		118,884		—		—		216,454
Disposals		—		(40,895)		—		—		(40,895)
Foreign currency translation	3(b)(ii)	—		(812)		—		—		(812)
Balance – December 31, 2024		$	555,350	$	366,454	$	—	$	—	$	921,804
Net book value
At December 31, 2023		$	1,760,163	$	667,909	$	746,138	$	51,003	$	3,225,213
At December 31, 2024		$	3,775,353	$	1,519,929	$	212,260	$	57,171	$	5,564,713

(1)Additions for the year ended December 31, 2024 include the following non-cash additions: $52.7 million (2023 – $40.3 million) in additions to right-of-use assets included in plant and equipment, and $5.8 million and $1.8 million (2023 – $4.5 million and $7.6 million) of depreciation and depletion capitalized to mineral properties and construction-in-progress, respectively. In addition, $84.1 million (2023 – $46.2 million) of borrowing costs incurred were capitalized to construction-in-progress.

(2)Acquired in Greenstone Acquisition amounts represent the fair values of 40% of Greenstone’s mineral properties, plant and equipment that the Company did not previously own prior to the Greenstone Acquisition. Plant and equipment acquired includes $21.5 million of right-of-use assets.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

9. MINERAL PROPERTIES, PLANT AND EQUIPMENT (CONTINUED)

(a)Non-depletable mineral properties

Mineral properties at December 31, 2024 that are currently not subject to depletion amount to $44.1 million relating to Los Filos (2023 – $403.4 million and $63.4 million relating to Greenstone and Los Filos, respectively).

(b)Construction-in-progress

During the year ended December 31, 2024, the Company capitalized $268.0 million of costs, including capitalized borrowing costs of $84.1 million, to construction-in-progress at Greenstone (2023 – $421.8 million, including capitalized borrowing costs of $46.2 million, to construction-in-progress at Greenstone). The capitalization of borrowing costs relating to Greenstone ceased effective November 6, 2024 upon Greenstone reaching commercial production.

During the year ended December 31, 2024, the Company reclassified total costs of $437.0 million and $818.4 million from construction-in-progress to mineral properties and plant and equipment, respectively, which included costs reclassified on completion of commissioning of certain equipment and upon Greenstone reaching commercial production on November 6, 2024. Depreciation and depletion of mineral properties, plant and equipment at Greenstone commenced after reaching commercial production.

(c)Impairment indicator

At December 31, 2024, based on evidence identified from internal reporting, the Company revised the budgeted gold recoveries at Santa Luz for 2025 and reduced the LOM recovery rate. The reduced expectations of gold recoveries at Santa Luz was determined to be an indicator of impairment and accordingly, the Company estimated the recoverable amount of the Santa Luz CGU and performed an impairment test as at December 31, 2024. The recoverable amount of the Santa Luz CGU, being its FVLCOD, was calculated based on a discounted cash flow model for mineral reserves and an in-situ value for unmodelled mineral resources. The Company determined that no impairment loss was required to be recognized (note 4(b)(vi)).

(d)Royalty arrangements

Certain of the Company’s mineral properties are subject to royalty arrangements based on their net smelter return (“NSR”), gross revenue and other measures. At December 31, 2024, the Company’s significant royalty arrangements were as follows:


Mineral property			Royalty arrangements
Greenstone			3% NSR
Mesquite			Weighted average LOM NSR of 2%
Los Filos			3% NSR for the Xochipala concession; 0.5% of gross revenue
Aurizona			1.5% of gross revenue; 3-5% sliding scale NSR based on gold price
Fazenda			1.5% of gross revenue
RDM			1% of gross revenue; 1.5% of gross revenue
Santa Luz			1.375% of gross revenue; 1.5% of gross revenue; 2% of gross revenue for the CBPM area of the C1 deposit
Castle Mountain			2.65% NSR; 5% of gross revenue for the South Domes area

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

10. INVESTMENTS IN ASSOCIATES

At December 31, 2024, the Company did not have investments in associates. At December 31, 2023, the Company held a 20.3% interest in Versamet, a mining royalty corporation with royalty assets primarily located in the Americas and Europe.

The following table summarizes the changes in the carrying amount of the Company’s investments in associates during the years ended December 31, 2024 and 2023:


	Note	Versamet		i-80 Gold		Total
Balance – December 31, 2022		$	30,967	$	119,867	$	150,834
Dilution gain		—		953		953
Share of net loss		(1,704)		(15,761)		(17,465)
Sale of partial interest	10(b)	—		(20,053)		(20,053)
Reclassification of retained interest to marketable securities	10(b)	—		(85,006)		(85,006)
Balance – December 31, 2023		29,263		—		29,263
Dilution loss		(1,588)		—		(1,588)
Share of net income		702		—		702
Reclassification of retained interest to other non-current assets	10(a)	(28,377)		—		(28,377)
Balance – December 31, 2024		$	—	$	—	$	—

(a)Versamet

On June 5, 2024, the Company’s equity interest in Versamet was reduced to 13.4% and the Company determined that it no longer had significant influence over Versamet. The carrying amount of the Company’s interest in Versamet was reclassified from investment in associate to investment in equity instruments measured at FVOCI and included within other non-current assets (note 11(a)). The Company recognized a gain of $5.6 million in other income, calculated as the difference between the fair value of the Company’s investment of $33.9 million and the carrying amount of the investment on the date of reclassification.

The fair value of the Company’s investment on the date of reclassification was determined based on the market price of C$0.80 per common share issued by Versamet in June 2024.

Summarized financial information in respect of Versamet as at and for the year ended December 31, 2023 and a reconciliation of the information presented to the carrying amount of the Company’s investment is set out below. The summarized financial information is based on amounts included in Versamet’s consolidated financial statements prepared in accordance with IFRS as of September 30, 2023, and adjustments made by the Company in applying the equity method, including fair value adjustments made on acquisition of the Company’s interest in the former associate.


	December 31, 2023
Cash and cash equivalents	$	6,034
Other current assets	315
Non-current assets	69,756
Total assets	76,105
Current liabilities	414
Non-current liabilities	16,039
Total liabilities	16,453
Net assets (100%)	$	59,652

Equinox Gold’s share of net assets(1)	$	20,531
Adjustments to Equinox Gold’s share of net assets	8,732
Carrying amount	$	29,263

(1)At December 31, 2023, the Company’s share of net assets of Versamet is based on its 34.4% equity interest in Versamet as of September 30, 2023.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

10. INVESTMENTS IN ASSOCIATES (CONTINUED)

(a)Versamet (continued)


Year ended December 31	2023
Revenue	$	1,845
Operating expense	(4,620)
Loss from operations	(2,775)
Other expense	(819)
Income tax recovery	696
Net loss and total comprehensive loss (100%)	$	(2,898)

Equinox Gold’s share of Versamet’s net loss and total comprehensive loss(1)	$	(997)
Adjustments to Equinox Gold’s share of Versamet’s net loss and total comprehensive loss	(707)
Equinox Gold’s total share of net loss and total comprehensive loss	$	(1,704)

(1)The Company’s share of net loss and total comprehensive loss of Versamet for the twelve months ended September 30, 2023 is based on its 34.4% equity interest in Versamet during such period.

(b)Sale of partial interest in i-80 Gold and reclassification of retained interest

On March 31, 2023, the Company completed the sale of a portion of its equity interest in i-80 Gold through a private placement sale of 11.6 million units at a price of C$2.76 per unit, with each unit consisting of one common share of i-80 Gold held by the Company and one-half of an i-80 Gold common share purchase warrant, for gross proceeds of $23.6 million. Each whole warrant entitled the holder to acquire one common share of i-80 Gold held by the Company at a price of C$3.45 per share with an expiry date of March 31, 2024. Of the gross proceeds of $23.6 million, $20.5 million was allocated to the common shares sold and $3.1 million was allocated to the warrants issued.

On disposition of the 11.6 million common shares of i-80 Gold, the Company’s equity interest in i-80 Gold was reduced to 19.95% and the Company determined it no longer had significant influence over i-80 Gold. The carrying amount of the Company’s retained interest in i-80 Gold was reclassified from investment in associate to marketable securities measured at FVOCI. The Company recognized a gain of $34.5 million in other income for the year ended December 31, 2023 on the sale of its partial interest and the reclassification of its investment in i-80 Gold, calculated as the difference between the fair value of the retained interest of $119.9 million plus proceeds from disposition allocated to the common shares sold of $20.5 million, less transaction costs of $0.8 million, and the carrying amount of the Company’s investment in i-80 Gold of $105.1 million on the date of disposition. The fair value of the retained interest was determined based on the quoted market price of i-80 Gold common shares on the date of disposition of the partial interest.

The amount of proceeds allocated to the warrants issued represents the fair value of the warrants, determined using the Black-Scholes option pricing model, on the date of issuance. The warrants were accounted for as derivative liabilities measured at FVTPL. The warrants expired unexercised on March 31, 2024.

11. OTHER NON-CURRENT ASSETS


	Note	December 31, 2024		December 31, 2023
Investment in Versamet	10(a), 11(a)	$	32,317	$	—
Convertible note receivable	11(b)	29,094		25,200
VAT receivables	7	8,587		13,394
Derivative assets	16(a)	81		496
Other		3,056		7,163
		$	73,135	$	46,253

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

11. OTHER NON-CURRENT ASSETS (CONTINUED)

(a)Investment in Versamet

The fair value of the Company’s investment at December 31, 2024 was determined based on the market price of C$0.80 per common share issued by Versamet in August 2024. During the year ended December 31, 2024, the Company recognized a loss of $1.6 million in OCI on remeasurement of its investment in Versamet (2023 – nil).

(b)Convertible note receivable

As partial consideration for an asset sale in a prior year, the Company received a promissory note from Bear Creek with a principal amount of $25.0 million, a maturity date, as amended, of October 21, 2024, and an annual interest rate of 15.0% (the “Bear Creek Note”).

On October 19, 2023, after receipt of approval by the shareholders of Bear Creek and the TSX Venture Exchange, the Bear Creek Note was replaced by the Bear Creek Convertible Note. The Bear Creek Convertible Note bears interest at an annual interest rate of 7%, with monthly repayments of the accrued interest. The principal amount of the Bear Creek Convertible Note, upon issuance, was $26.6 million, representing the principal and interest outstanding on the Bear Creek Note on October 19, 2023, and is repayable at maturity. At any time on or prior to the maturity date of October 19, 2028, the Company has the option to convert any portion of the unpaid principal into common shares of Bear Creek, provided that any such conversion would not result in the Company holding more than 19.99% of Bear Creek’s total issued and outstanding common shares, at a conversion price of C$0.73 per share. Bear Creek may prepay any portion of the outstanding principal at any time after October 19, 2025, subject to a top-up cash payment based on the difference between the market price of Bear Creek’s common shares at the time of prepayment and the conversion price.

The replacement of the Bear Creek Note with the Bear Creek Convertible Note was accounted for as a substantial modification resulting in the de-recognition of the carrying amount of the Bear Creek Note and the recognition of the Bear Creek Convertible Note at its fair value. The Company recognized a gain of $2.3 million, calculated as the difference between the fair value of the Bear Creek Convertible Note of $25.2 million and carrying amount of the Bear Creek Note as of October 19, 2023.

Due to the Company’s conversion right, the contractual terms of the Bear Creek Convertible Note do not give rise on specific dates to cash flows that are SPPI. Accordingly, the Bear Creek Convertible Note is classified as subsequently measured at FVTPL with changes in fair value recognized in other income or expense. At December 31, 2024, the fair value of the Bear Creek Convertible Note included in other non-current assets was $29.1 million (2023 – $25.2 million).

The fair value of the Bear Creek Convertible Note is determined using a convertible debt valuation model which reflects the values of the interest payments over the term, principal repayment at maturity and the conversion option feature. The estimated fair value is calculated based on the contractual terms of the Bear Creek Convertible Note and market-derived inputs including Bear Creek’s share price and share price volatility, and a market interest rate that reflects the risks associated with the financial instrument.

The Bear Creek Convertible Note is secured by a first-ranking interest on a pari passu basis over the shares and other equity interests held by Bear Creek in the entity that owns the Mercedes Mine, and a second-ranking interest over the shares and other equity interests held by Bear Creek in the entity that owns the Corani silver-lead zinc project.

During the year ended December 31, 2023, the Company recognized an expected credit loss of $3.4 million in respect of the Bear Creek Note in other income.

12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES


	December 31, 2024		December 31, 2023
Trade payables	$	128,456	$	112,767
Accrued liabilities	112,574		117,922
Income taxes payable	10,103		6,399
VAT and other taxes payable	17,311		9,434
	$	268,444	$	246,522

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

13. LOANS AND BORROWINGS


	Note	December 31, 2024		December 31, 2023
Credit facility	13(a)	$	1,080,557	$	527,368
2023 convertible notes	13(b)	131,682		123,720
2020 convertible notes	13(c)	135,592		135,288
2019 convertible notes	13(d)	—		138,604
Total loans and borrowings		$	1,347,831	$	924,980

Classified and presented as:
Current		$	135,592	$	138,604
Non-current		1,212,239		786,376
		$	1,347,831	$	924,980

The following is a reconciliation of the changes in the carrying amount of loans and borrowings during the years ended December 31, 2024 and 2023 to cash flows arising from financing activities:


	Note	2024		2023
Balance – beginning of year(1)		$	927,551	$	828,024
Financing cash flows:
Draw down on credit facility		560,000		253,667
Proceeds for liability component of 2023 convertible notes issued	13(b)	—		127,155
Repayment of portion of credit facility		—		(293,000)
Interest paid		(108,535)		(64,824)
Transaction costs	13(a),(b)	(7,645)		(6,962)
Other changes:
Extinguishment of convertible notes	13(c),(d)	(266,241)		—
Recognition of new convertible notes	13(c),(d)	259,306		—
Conversion of 2019 convertible notes	13(d)	(139,661)		—
Interest and accretion expense		128,493		79,142
(Gain) loss on non-substantial modification of debt	13(a)	(3,686)		4,349
Balance – end of year including accrued interest		1,349,582		927,551
Less: Accrued interest(2)		(1,751)		(2,571)
Balance – end of year		$	1,347,831	$	924,980

(1) Includes accrued interest.

(2) Included in accounts payable and accrued liabilities.

(a)Credit facility

The Company’s credit facility with a syndicate of lenders includes a $700.0 million revolving facility with a maturity date of July 28, 2026 (the “Revolving Facility”). The credit facility also provides for an uncommitted accordion feature which permits the Company to request an increase in the principal amount of the facility by up to $100.0 million.

On February 17, 2023, the Company and its lenders entered into an agreement to amend certain of the financial covenants and the interest rate margins applicable to amounts drawn on the credit facility. On amendment, the Company recognized a modification loss of $4.3 million in other income to reflect the adjusted amortized cost of the Revolving Facility, net of transaction costs incurred on modification of $1.5 million.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

13. LOANS AND BORROWINGS (CONTINUED)

(a)Credit facility (continued)

On May 13, 2024, in connection with the Greenstone Acquisition (note 5), the Company amended its credit facility to include a $500.0 million non-revolving term loan with a maturity date of May 13, 2027 (the “Term Loan”). No principal repayments are required under the Term Loan during the first two years of the three-year term. Quarterly repayments will commence on August 13, 2026 equal to 10% of the then outstanding principal amount, with the remaining outstanding principal payable at maturity. The Company may prepay any portion of the outstanding Term Loan at any time without penalty. Except for amendments to certain of the financial covenants, there were no changes to the terms of the Revolving Facility during the year ended December 31, 2024. The Term Loan, together with the Revolving Facility, are collectively referred to as the Credit Facility. The amendment to the Credit Facility was accounted for as a non-substantial modification. On amendment, the Company recognized a modification gain of $3.5 million in other income to reflect the adjusted amortized cost of the Credit Facility, net of transaction costs of $7.6 million incurred on modification.

During the year ended December 31, 2024, the Company drew down $60.0 million under the Revolving Facility (2023 – $253.7 million). At December 31, 2024, the carrying amount of the Revolving Facility and Term Loan was $589.8 million and $490.8 million, respectively (2023 – carrying amount of Revolving Facility was $527.4 million). At December 31, 2024, there was $104.6 million undrawn on the Revolving Facility (2023 – $165.2 million) and the Term Loan was fully drawn.

Amounts drawn under the Credit Facility are subject to variable interest rates at the applicable term rate based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin in the range of 2.50% to 4.50%, based on the Company’s total net leverage ratio, and a credit spread adjustment of 0.10% to 0.25%, based on the interest period.

The Credit Facility is secured by a first-ranking security interest over all present and future property and assets of the Company and its material subsidiaries.

The Credit Facility is subject to standard conditions and covenants. At December 31, 2024, the Company was in compliance with the applicable covenants. To maintain the classification of the liability as non-current, the Company is required to comply with future covenants which include: (a) a maximum senior net debt to earnings before interest, income taxes, depreciation and depletion, and certain other adjustments for the preceding 12 months (“Rolling EBITDA”) ratio; (b) a maximum total net debt to Rolling EBITDA ratio; (c) a minimum Rolling EBITDA to interest expense for the preceding 12 months ratio; (d) a minimum tangible net worth; and (e) minimum liquidity. The above financial covenants are calculated as at the last day of each fiscal quarter.

(b)2023 convertible notes

On September 21, 2023, the Company issued $172.5 million of unsecured senior convertible notes (the “2023 Convertible Notes”) on a bought deal private placement basis. The Company received net proceeds of $165.1 million, net of transaction costs of $7.4 million. The 2023 Convertible Notes mature on October 15, 2028 and bear interest at 4.75% per annum, payable semi-annually in arrears on April 15 and October 15 of each year beginning April 15, 2024.

The 2023 Convertible Notes are convertible at the holder’s option into common shares of the Company at any time prior to maturity at a fixed conversion rate of 158.7302 common shares per $1,000 principal amount, representing an initial conversion price of $6.30 per share, subject to certain anti-dilution adjustments. In addition, if certain fundamental changes occur, including a change in control, or upon notice of redemption by the Company as described below, the holders may elect to convert their 2023 Convertible Notes and may be entitled to an increased conversion rate.

Prior to October 20, 2026, the Company may not redeem the 2023 Convertible Notes except in the event of certain changes in Canadian tax law. At any time on or after October 20, 2026 and until maturity, the Company may redeem all or part of the 2023 Convertible Notes for cash if the price of the Company’s common shares for at least 20 trading days in a period of 30 consecutive trading days ending on the trading day prior to the date of notice of redemption exceeds 130% of the conversion price in effect on each such day. The redemption price is equal to 100% of the principal amount of the 2023 Convertible Notes to be redeemed plus accrued and unpaid interest.

In the event of a fundamental change, the holders have the right to require the Company to purchase its outstanding 2023 Convertible Notes at a cash purchase price equal to 100% of the principal amount plus accrued and unpaid interest.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

13. LOANS AND BORROWINGS (CONTINUED)

(b)2023 convertible notes (continued)

The 2023 Convertible Notes are compound financial instruments consisting of a financial liability and a conversion option that is classified as equity. Of the gross proceeds of $172.5 million, $127.2 million was allocated to the liability component, representing the fair value of the liability component on initial recognition, calculated as the present value of the contractual principal and interest payments over the term of the 2023 Convertible Notes using a discount rate of 12.2%. The equity component, representing the holders’ conversion option, was allocated the residual amount of $45.3 million. The transaction costs incurred were allocated to the liability and equity components in proportion to the allocation of the gross proceeds, with $5.5 million allocated to the liability and $1.9 million allocated to equity. A deferred tax liability of $11.7 million for the taxable temporary difference arising from the difference between the initial carrying amount of the liability component of the 2023 Convertible Notes and the tax base was recognized with a corresponding charge directly to equity.

The amount allocated to the liability component, net of transaction costs, of $121.7 million will be increased to the face value of the 2023 Convertible Notes over the term to maturity using an EIR of 12.7%.

In March 2020, the Company issued $139.3 million in convertible notes on a private placement basis with a maturity date of March 10, 2025, a conversion price of $7.80 per common share and an annual interest rate of 4.75% payable quarterly in arrears (the “2020 Convertible Notes”).

In April and May 2024, the Company amended the terms of the 2020 Convertible Notes to extend the maturity date from March 10, 2025 to September 10, 2025, and amended the conversion price from $7.80 per common share to $6.50 per common share. Certain of the financial covenants were also amended. The amendments to the 2020 Convertible Notes were considered substantial modifications and accounted for as early redemptions of the existing compound instruments. On modification, the Company recognized a new financial liability in the amount of $132.0 million, representing the fair value of the liability components of the new compound instruments, calculated as the present value of the contractual cash flows over the remaining term using a discount rate of 8.7%. In addition, the Company recognized a gain of $1.7 million, calculated as the difference between the fair value of the existing liability component on the date of modification and the carrying amount of $136.2 million derecognized, in other income and an increase to reserves within equity for the residual amount of $1.8 million, net of tax of $0.7 million.

Holders of the 2020 Convertible Notes may exercise their conversion option at any time, provided that the holder owns less than 20% of the issued and outstanding common shares of the Company. The Company has call options that are exercisable if the 90-day volume weighted average trading price of the Company’s common shares exceeds $8.45 for a period of 30 consecutive days. Upon exercise of the option by the Company, the holders are required to either (i) exercise the conversion option on the remaining principal outstanding or (ii) demand cash payment from the Company subject to a predetermined formula based on the respective conversion price per share and the Company’s share price at the time of redemption.

The carrying amount of the 2020 Convertible Notes will be increased to the principal amount over the remaining term to maturity using an EIR of 8.7% (2023 – 7.3%).

The 2020 Convertible Notes are secured by a second ranking security interest over all present and future assets of the Company and its material subsidiaries and are subordinate to the Credit Facility.

The 2020 Convertible Notes are subject to standard conditions and covenants, including maintenance of certain debt to earnings ratios. At December 31, 2024, the Company was in compliance with these covenants.

(d)2019 convertible notes

In April 2019, the Company issued $139.7 million in convertible notes on a private placement basis with a maturity date of April 12, 2024, a conversion price of $5.25 per common share and an annual interest rate of 5% payable quarterly in arrears (the “2019 Convertible Notes”).

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

13. LOANS AND BORROWINGS (CONTINUED)

(d)2019 convertible notes (continued)

In April 2024, the Company amended the terms of the 2019 Convertible Notes to extend the maturity date from April 12, 2024 to October 12, 2024. The amendment to certain of the 2019 Convertible Notes with an outstanding principal of $130.0 million was considered a substantial modification. On modification, the Company recognized a new financial liability in the amount of $127.3 million, representing the fair value of the liability component of the new compound instrument, calculated as the present value of the contractual cash flows over the remaining term using a discount rate of 9.3%. In addition, the Company derecognized the carrying amount of the existing financial liability of $130.0 million and recognized an increase to reserves within equity for the residual amount of $2.0 million, net of tax of $0.7 million.

In October 2024, the 2019 Convertible Notes were fully converted into common shares of the Company (note 19(b)).

14. DEFERRED REVENUE


	Note	December 31, 2024		December 31, 2023
Stream Arrangement	14(a)	$	136,343	$	—
Gold Prepay Transactions	14(b)	174,042		159,072
Gold purchase and sale arrangement	14(c)	72,667		75,061
Total deferred revenue		$	383,052	$	234,133

Classified and presented as:
Current(1)		$	116,334	$	39,598
Non-current		266,718		194,535
		$	383,052	$	234,133

(1) The current portion of deferred revenue is based on the amounts of gold expected to be delivered within twelve months of the reporting date.

The following table summarizes the changes in the carrying amount of deferred revenue during the years ended December 31, 2024 and 2023:


	Note	Stream Arrangement (note 14(a))		Gold Prepay Transactions (note 14(b))		Gold purchase and sale arrangement (note 14(c))		Total
Balance – December 31, 2022		$	—	$	—	$	—	$	—
Prepayments received	14(b),(c)	—		150,000		75,000		225,000
Gold delivered	14(c)	—		—		(1,891)		(1,891)
Accretion expense		—		9,072		1,952		11,024
Balance – December 31, 2023		—		159,072		75,061		234,133
Assumed on Greenstone Acquisition	5	137,045		—		—		137,045
Gold delivered	14(a),(c)	(3,000)		—		(11,342)		(14,342)
Accretion expense		2,298		14,970		8,948		26,216
Balance – December 31, 2024		$	136,343	$	174,042	$	72,667	$	383,052

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

14. DEFERRED REVENUE (CONTINUED)

(a)Stream Arrangement

As part of the Greenstone Acquisition on May 13, 2024 (note 5), the Company assumed the obligation under the Stream Arrangement. Under the Stream Arrangement, the Company is required to deliver an amount of refined gold equal to 2.375% of the gold produced from Greenstone until the Company has delivered a cumulative total of 120,333 ounces, and 1.583% of the gold production from Greenstone thereafter. In exchange for the gold deliveries, the Company will receive consideration equal to 20% of the spot gold price at the time of delivery.

The Stream Arrangement is accounted for as a contract with a customer. The amount recognized on initial recognition represents the fair value of the Stream Arrangement on the initial recognition date. The carrying amount of deferred revenue will be increased to the estimated transaction price using an EIR of 5.0%.

During the year ended December 31, 2024, the Company delivered 1,968 gold ounces (2023 – nil) under the Stream Arrangement. The Company received an average cash consideration of $507 per ounce (2023 – nil), representing 20% of the spot gold price at the time of delivery. Total revenue recognized during the year ended December 31, 2024, which consists of the cash consideration received on delivery of the gold ounces and the portion of the deferred revenue obligation satisfied, amounted to $4.0 million (2023 – nil).

(b)Gold Prepay Transactions

On March 24, 2023, the Company entered into gold prepay transactions with a syndicate of its existing lenders, whereby the Company received net proceeds of $139.5 million, representing upfront cash prepayments of $140.1 million less transaction costs incurred of $0.6 million, in exchange for delivering to the lenders 3,605 ounces of gold per month from October 2024 through July 2026 (the “Original Delivery Period”) for a total of 79,310 ounces. On June 23, 2023, the Company entered into an additional gold prepay transaction with an existing lender whereby the Company received an upfront cash prepayment of $9.9 million in exchange for delivering to the lender 264 ounces of gold per month during the Original Delivery Period for a total of 5,797 ounces. Gold deliveries can be settled by production from any of the Company’s operating mines. The Gold Prepay Transactions are accounted for as contracts with customers.

Of the total cash prepayments of $150.0 million, $90.1 million was made on a fixed price basis of $2,170 per ounce of gold. The remaining $59.9 million of cash prepayments was made on a spot price basis, whereby if the spot price on delivery of the gold ounces exceeds or is less than $2,170 per ounce with respect to 28,386 gold ounces and $2,109 per ounce with respect to 5,797 gold ounces (the “Fixed Amount”), the Company will receive or pay in cash the difference between the spot price and the Fixed Amount, respectively, with a corresponding adjustment to revenue when the gold is delivered.

On October 29, 2024, the Company entered into amending agreements with the counterparties to defer the first five monthly deliveries originally scheduled for October 2024 through February 2025. The total of 19,343 deferred ounces will be delivered over the period from May 2026 to September 2026 (the “Deferral Period”). As consideration for the deferral, the Company will deliver an additional 1,582 gold ounces over the Deferral Period. In addition, for the contracts that were made on a spot price basis, the Company will receive or pay in cash the difference between the spot price and the Fixed Amount of $2,352 per ounce with respect to 7,062 total deferred and additional ounces and $2,288 per ounce with respect to 1,443 total deferred and additional ounces.

Prior to the contracts’ amendment date, the carrying amount of the deferred revenue was increased to the total estimated transaction price using the original weighted average EIR of 8.0%. The contract modifications were accounted for as if they were terminations of the existing contracts and the creation of new contracts with no gain or loss on modification. Effective from the contracts’ amendment date, the carrying amount of deferred revenue will be increased to the total estimated transaction price for the remaining gold deliveries under the amended Gold Prepay Transactions using the amended weighted average EIR of 9.2%. The deferred revenue will be recognized as revenue over the amended Delivery Period from March 2025 to September 2026 at a weighted average transaction price of $2,215 per ounce delivered. At December 31, 2024, the Company had not delivered any ounces under the Gold Prepay Transactions.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

14. DEFERRED REVENUE (CONTINUED)

(c)Gold purchase and sale arrangement

On October 31, 2023, the Company closed a gold purchase and sale arrangement with Versamet and Regal Partners Royalties A PTY Limited (“Regal” and together with Versamet, the “Purchasers”) (the “Versamet Arrangement”). Under the Versamet Arrangement, the Company is required to deliver to the Purchasers a monthly amount of gold equal to the greater of a) 500 gold ounces and b) 1.8% of the gold produced by Greenstone each month on a 100% basis. Gold deliveries commenced in November 2023 and will continue until a total of 90,000 ounces (the “Delivery Obligation”) has been delivered (the “Term”). Gold deliveries can be settled by production from any of the Company’s operating mines.

In exchange for the monthly gold deliveries, the Company received an upfront payment of $75.0 million on October 31, 2023. In addition, the Purchasers will pay consideration for each gold ounce delivered to the Purchasers equal to 20% of the spot gold price (the “Purchase Price”) at the time of delivery. The Company has an option to early settle up to 75% of the Delivery Obligation at any time and from time to time during the Term by delivering the number of gold ounces being early settled. The Company will receive the Purchase Price for all early settlement ounces delivered. If the spot gold price at the time of each early settlement is less than $2,000 per ounce, the Company will be required to deliver additional gold ounces to the Purchasers, calculated using a contractual formula, for no additional consideration.

The Versamet Arrangement is accounted for as a contract with a customer. The carrying amount of deferred revenue will be increased to the estimated transaction price using an EIR of 15.6%. During the year ended December 31, 2024, the Company delivered 6,000 gold ounces (2023 – 1,000) under the Versamet Arrangement. The Company received an average cash consideration of $476 per ounce (2023 – $399), representing 20% of the spot gold price at the time of delivery. Total revenue recognized during the year ended December 31, 2024, which consists of the cash consideration received on delivery and the portion of the deferred revenue obligation satisfied, amounted to $14.2 million (2023 – $2.3 million).

15. RECLAMATION AND CLOSURE COST PROVISIONS


	Note	Canada		USA		Mexico		Brazil		Total
Balance – December 31, 2022		$	5,717	$	27,731	$	31,393	$	33,875	$	98,716
Accretion		228		1,002		2,993		2,041		6,264
Change in estimates		22,168		3,725		(9,687)		6,979		23,185
Reclamation expenditures		(64)		—		(435)		(1,021)		(1,520)
Foreign exchange loss		33		—		4,312		3,239		7,584
Foreign currency translation		751		—		—		—		751
Balance – December 31, 2023		28,833		32,458		28,576		45,113		134,980
Assumed on Greenstone Acquisition	5	11,269		—		—		—		11,269
Accretion		1,197		1,267		2,466		2,273		7,203
Change in estimates		14,492		1,941		(3,192)		2,271		15,512
Reclamation expenditures		(8,138)		—		(377)		(919)		(9,434)
Foreign exchange loss		(1,301)		—		(4,673)		(9,540)		(15,514)
Foreign currency translation		(1,870)		—		—		—		(1,870)
Balance – December 31, 2024		$	44,482	$	35,666	$	22,800	$	39,198	$	142,146

At December 31								2024		2023
Classified and presented as:
Current(1)								$	11,972	$	14,897
Non-current								130,174		120,083
Total reclamation and closure cost provisions								$	142,146	$	134,980

(1) Included in other current liabilities.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

15. RECLAMATION AND CLOSURE COST PROVISIONS (CONTINUED)

The Company’s reclamation and closure cost provisions at December 31, 2024 were calculated as the present value of the expected future cash flows estimated using inflation rates of 2.0% to 4.1% (2023 – 2.0% to 3.5%) and discount rates of 3.0% to 10.6% (2023 – 3.0% to 9.0%) depending on the region in which the costs will be incurred. At December 31, 2024, the total undiscounted expected future cash flows of the Company’s reclamation and closure cost provisions were $225.4 million (2023 – $214.9 million).

The Company is required to post security for reclamation and closure costs for certain of its mineral properties. At December 31, 2024, the Company had met its security requirements in the form of bonds posted through surety underwriters totaling $90.3 million (2023 – $54.6 million).

16. DERIVATIVE FINANCIAL INSTRUMENTS

(a)Derivative assets

The following is a summary of the Company’s derivative assets at December 31, 2024 and 2023:


	Note	2024		2023
Foreign exchange contracts	16(b)(i)	$	—	$	18,107

Other		81		89
		$	81	$	18,196

Classified and presented as:
Current		$	—	$	17,700
Non-current(1)		81		496
		$	81	$	18,196

(1) Included in other non-current assets.

(b)Derivative liabilities

The following is a summary of the Company’s derivative liabilities at December 31, 2024 and 2023:


	Note	2024		2023
Foreign exchange contracts	16(b)(i)	$	54,280	$	35
Gold contracts	16(b)(ii)	20,501		4,009
Greenstone Contingent Consideration	16(b)(iii)	86,223		11,279
Other		1,931		4,588
		$	162,935	$	19,911

Classified and presented as:
Current		$	116,563	$	8,829
Non-current		46,372		11,082
		$	162,935	$	19,911

(i)Foreign exchange contracts

In accordance with its foreign currency exchange risk management program, the Company uses foreign exchange contracts to manage its exposure to currency risk on expenditures in CAD, Brazilian Réal (“BRL”), and Mexican Pesos (“MXN”). At December 31, 2024, the Company had in place USD:CAD, USD:BRL, and USD:MXN put and call options with the following notional amounts, weighted average rates and maturity dates:


	USD notional amount				Call options’ weighted average strike price	Put options’ weighted average strike price
Currency	Within 1 year		1-2 years
CAD	$	270,000	$	59,000	1.33	1.41
BRL	382,000		39,000		5.37	5.97
MXN	153,000		5,000		18.15	20.81

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

16. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

(b)Derivative liabilities (continued)

(i)Foreign exchange contracts (continued)

The following table summarizes the changes in the carrying amount of the outstanding foreign exchange contracts during the years ended December 31, 2024 and 2023:


	2024		2023
Net asset – beginning of year	$	(18,072)	$	(4,702)
Settlements	9,625		32,843
Change in fair value	62,727		(46,213)
Net liability (asset) – end of year	$	54,280	$	(18,072)

The fair value of the outstanding foreign exchange contracts at December 31, 2024 and 2023 is presented as follows:


	2024		2023
Net liability (asset) presented as:
Current derivative assets	$	—	$	(17,700)
Non-current derivative assets	—		(407)
Current derivative liabilities	47,792		35
Non-current derivative liabilities	6,488		—
	$	54,280	$	(18,072)

(ii)Gold contracts

During the year ended December 31, 2024, the Company entered into gold collar contracts with a weighted average put and call strike price of $2,139 and $2,806, respectively, per ounce for a total of 367,996 notional ounces over the period from February 2024 to June 2026. During the year ended December 31, 2023, the Company entered into gold collar contracts with a weighted average put and call strike price of $1,929 and $2,127, respectively, per ounce for a total of 253,608 notional ounces over the period from February 2023 to June 2024. At December 31, 2024, the Company had 139,998 total notional ounces remaining under its outstanding gold collar contracts to be settled as follows:


Notional ounces		Put options’ weighted average strike price		Call options’ weighted average strike price
Within 1 year	1-2 years	Put options’ weighted average strike price		Call options’ weighted average strike price
120,000	19,998	$	2,164	$	3,071

Concurrent with the Gold Prepay Transactions (note 14(b)), the Company entered into financial swap agreements for gold bullion whereby the Company would receive $2,170 and $2,109 per ounce in exchange for paying the spot price for 1,290 and 264 ounces per month, respectively, from October 2024 to July 2026. On October 29, 2024, the swap agreements were amended to change the effective date of the swap period to March 2025 through September 2026 and increase the total notional ounces over the swap period by 736 ounces to 34,919 ounces. Under the amended swap agreements, the Company will receive a weighted average of $2,204 per ounce in exchange for paying the spot price.

The following table summarizes the changes in the carrying amount of the outstanding gold contracts during the years ended December 31, 2024 and 2023:


	2024		2023
Liability – beginning of year	$	4,009	$	—
Change in fair value	39,974		3,201
Settlements	(23,482)		808
Liability – end of year	$	20,501	$	4,009

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

16. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

(b)Derivative liabilities (continued)

(ii)Gold contracts (continued)

The fair value of the outstanding gold contracts at December 31, 2024 and 2023 is presented as follows:


	2024		2023
Current derivative liabilities	$	9,871	$	2,279
Non-current derivative liabilities	10,630		1,730
	$	20,501	$	4,009

(iii)Greenstone Contingent Consideration

As part of the consideration for the Company’s acquisition of a 10% interest in Greenstone in April 2021, the Company assumed a contingent payment obligation to deliver 2,200 ounces of refined gold, the cash equivalent value of such refined gold, or a combination thereof, upon reaching each production milestone of 250,000 ounces, 500,000 ounces and 700,000 ounces at Greenstone. On May 13, 2024, as part of the Greenstone Acquisition (note 5), the Company assumed an obligation to deliver an additional 8,911 ounces for a total of 11,111 ounces deliverable upon reaching each of the above production milestones.

The following table summarizes the changes in the carrying amount of the contingent consideration derivative liability during the years ended December 31, 2024 and 2023:


	Note	2024		2023
Balance – beginning of year		$	11,279	$	8,280
Assumed on Greenstone Acquisition	5	51,698		—
Change in fair value		23,246		2,999
Balance – end of year		$	86,223	$	11,279

The fair value of the contingent consideration derivative liability at December 31, 2024 and 2023 is presented as follows:


	2024		2023
Current derivative liabilities	$	57,839	$	4,029
Non-current derivative liabilities	28,384		7,250
	$	86,223	$	11,279

17. OTHER NON-CURRENT LIABILITIES


	Note	December 31, 2024		December 31, 2023
Equipment Facility	17(a)	$	85,858	$	27,158
Lease liabilities	18(b)	60,533		20,385
Provision for legal matters	33(a)	6,395		7,790
Cash-settled share-based payments	19(c)(i),(ii)	5,371		3,046
Other liabilities		13,320		13,156
		$	171,477	$	71,535

(a)Equipment Facility

In December 2022, Greenstone obtained the Equipment Facility which provided Greenstone with financing for 90% of the cost of new mobile equipment purchased from certain dealers approved by the lender for use in the construction and development of the Greenstone project until December 31, 2024. In August 2024, the Equipment Facility was amended to increase the total available financing amount from $90.0 million to $130.5 million. Amounts drawn are subject to fixed interest rates determined at the time of draw based on the current U.S. treasury rate, the applicable spread based on the Bloomberg U.S. Index and a margin of 3.75%. Amounts drawn under the Equipment Facility are repayable quarterly over a period of six years from the date funds are received by Greenstone for each equipment purchase.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

17. OTHER NON-CURRENT LIABILITIES (CONTINUED)

(a)Equipment Facility (continued)

The following is a reconciliation of the changes in the carrying amount of the Equipment Facility during the years ended December 31, 2024 and 2023 to cash flows arising from financing activities:


	Note	2024		2023
Balance – beginning of year(1)		$	31,561	$	9,601
Financing cash flows:
Draw downs		57,346		23,131
Repayments		(7,296)		(1,739)
Interest paid		(4,112)		(1,033)
Other changes:
Assumed on Greenstone Acquisition	5	19,730		—
Interest and accretion expense		7,494		2,058
Foreign exchange loss (gain)		3,146		(695)
Foreign currency translation		(3,687)		238
Balance – end of year including accrued interest		104,182		31,561
Less: Accrued interest(2)		(2,320)		(491)
Balance – end of year excluding accrued interest		$	101,862	$	31,070

(1) Includes accrued interest.

(2) Included in accounts payable and accrued liabilities.

The carrying amount of the Equipment Facility, excluding accrued interest, at December 31, 2024 was $101.9 million (2023 – the Company’s 60% share of the Equipment Facility was $31.1 million), of which $16.0 million (2023 – $3.9 million) is included in other current liabilities and $85.9 million (2023 – $27.2 million) is included in other non-current liabilities.

Upon each draw down under the Equipment Facility, Greenstone was required to pay the lender a refundable security deposit, equal to 10% of the cost of the applicable equipment purchase. At December 31, 2024, the total refundable security deposit amounted to $11.5 million, which is included in other current receivables (2023 – the Company’s 60% share of the refundable security deposit was $3.7 million, which was included in other non-current assets).

18. LEASES

(a)Right-of-use assets

The Company’s right-of-use assets mainly relate to leased mobile mining equipment and are included in plant and equipment within mineral properties, plant and equipment (note 9). The following table presents the changes in the carrying amount of the Company’s right-of-use assets during the years ended December 31, 2024 and 2023:


	Note	2024		2023
Balance – beginning of year		$	69,038	$	49,600
Acquired in Greenstone Acquisition	9	21,509		—
Additions		59,799		44,529
Disposals		(7,122)		(460)
Depreciation		(21,555)		(24,631)
Balance – end of year		$	121,669	$	69,038

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

18. LEASES (CONTINUED)

(b)Lease liabilities

The following is a reconciliation of the changes in the carrying amount of the Company’s lease liabilities during the years ended December 31, 2024 and 2023 to cash flows arising from financing activities:


	Note	2024		2023
Balance – beginning of year		$	46,728	$	35,500
Financing cash flows:
Lease payments		(29,494)		(34,720)
Other changes:
Assumed on Greenstone Acquisition	5	17,871		—
Additions		52,739		40,605
Disposals		(7,593)		(313)
Interest expense		4,868		3,825
Foreign exchange (gain) loss		(2,373)		1,345
Foreign currency translation		(2,380)		486
Balance – end of year		$	80,366	$	46,728

Classified and presented as:
Current(1)		$	19,833	$	26,343
Non-current(2)		60,533		20,385
		$	80,366	$	46,728

(1) Included in other current liabilities.

(2) Included in other non-current liabilities.

(c)Additional amounts recognized in the Company’s consolidated statements of income and cash flows

In addition to the amounts disclosed in notes 18(a) and 18(b), the Company recognized the following amounts in the consolidated statements of income and cash flows relating to leases during the years ended December 31, 2024 and 2023:


	2024		2023
Expense and cash flow relating to variable payments not included in the measurement of lease liabilities	$	37,922	$	31,092
Expense and cash flow relating to short-term and low-value leases	10,659		8,190

19. SHARE CAPITAL AND SHARE-BASED PAYMENTS

(a)Authorized capital

The Company is authorized to issue an unlimited number of common shares with no par value.

(b)Share issuances

During the year ended December 31, 2024, the Company issued 10.9 million common shares (2023 – 9.3 million) under the at-the market equity offering program (the “ATM Program”) provided by the equity distribution agreement it entered into on November 21, 2022 with third party agents. The common shares were issued at a weighted average share price of $4.61 per common share (2023 – $4.48) for total gross proceeds of $50.2 million (2023 – $41.8 million). Under the ATM Program, the Company was permitted to sell up to $100.0 million of its common shares at the prevailing market price at the time of sale until December 21, 2024 which was fully utilized on March 31, 2024. The Company issued a cumulative total of 22.5 million (2023 – 11.6 million) common shares under the ATM Program.

On April 26, 2024, the Company issued 56.4 million common shares on a bought deal basis at a price of $5.30 per common share for gross proceeds of $299.0 million, of which $6.0 million of common shares were issued to the Company’s Chairman, Ross Beaty.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

19. SHARE CAPITAL AND SHARE-BASED PAYMENTS (CONTINUED)

(b)Share issuances (continued)

On May 13, 2024, the Company issued 42.0 million common shares to Orion as part of the consideration for the Greenstone Acquisition with a total fair value of $217.6 million (note 5).

In October 2024, the Company issued a total of 26.6 million common shares on conversion of the 2019 Convertible Notes and reclassified the carrying amount of the financial liability of $139.7 million and conversion option of $12.2 million that was previously included in reserves to share capital (notes 13(d) and 20).

The Company also issued 1.5 million common shares on exercise of stock options and settlement of RSUs and pRSUs during the year ended December 31, 2024 (2023 – 1.3 million on exercise of warrants and stock options, and settlement of RSUs and pRSUs) (note 19(c)).

Share issue costs of $13.7 million incurred during the year ended December 31, 2024 (2023 – $1.1 million) and presented as a reduction to share capital mainly relate to the $12.0 million of costs incurred in connection with the April 2024 bought deal public offering (2023 – relates to shares issued under the ATM Program).

On October 1, 2024, the Company filed a short form base shelf prospectus that permits the issuance of the Company’s securities comprising any combination of common shares, debt securities, subscription receipts, share purchase contracts, units or warrants in one or more issuances until October 31, 2026 in Canada and the United States, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and as set forth in an accompanying prospectus supplement.

(c)Share-based compensation plans

(i)Restricted share units

Under the terms of the Equinox Gold Restricted Share Unit Plan (the “RSU Plan”), the Board of Directors may, from time to time, grant to directors, officers, employees, and consultants, RSUs and pRSUs in such numbers and for such terms as may be determined by the Board of Directors. The RSUs granted generally vest over two or three years. The pRSUs granted are subject to a multiplier of 0% to 300% of the number of pRSUs granted based on the achievement of specified non-market conditions, including completion of construction targets, or market conditions, including the Company’s total shareholder return as compared to the S&P Global Gold Index over a three-year comparison period.

Equity-settled RSUs and pRSUs

The following table summarizes the changes in the Company’s equity-settled RSUs and pRSUs outstanding during the years ended December 31, 2024 and 2023:


	Number of RSUs	Number of pRSUs
Outstanding – December 31, 2022	981,258	939,802
Granted	1,613,051	2,302,300
Settled	(331,775)	(15,656)
Forfeited	(58,036)	(175,800)
Outstanding – December 31, 2023	2,204,498	3,050,646
Granted	1,151,110	396,900
Settled	(684,819)	(153,355)
Forfeited	(121,250)	(242,255)
Outstanding – December 31, 2024	2,549,539	3,051,936

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

19. SHARE CAPITAL AND SHARE-BASED PAYMENTS (CONTINUED)

(c)Share-based compensation plans (continued)

(i)Restricted share units (continued)

Equity-settled RSUs and pRSUs (continued)

The equity-settled RSUs granted during the years ended December 31, 2024 and 2023 vest over a period of two to three years. The equity-settled pRSUs granted during the year ended December 31, 2024 are subject to a multiplier of 0% to 200% of the number of units granted based on the Company’s total shareholder return as compared to the S&P Global Gold Index over a three-year vesting period. Of the total number of equity-settled pRSUs granted during the year ended December 31, 2023, 0.5 million are subject to a multiplier of 0% to 200% of the number of units granted based on the Company’s total shareholder return as compared to the S&P Global Gold Index over a three-year vesting period. The remaining 1.8 million pRSUs are subject to a multiplier of 100% to 125% of the number of units granted based on the achievement of certain non-market conditions, including the completion of construction of Greenstone, and have a vesting date of December 31, 2025.

The weighted average grant date fair value of the equity-settled RSUs and pRSUs granted during the year ended December 31, 2024 was $4.46 (2023 – $4.47).

The equity-settled pRSUs settled during the years ended December 31, 2024 and 2023 were subject to a multiplier of 100%.

Cash-settled RSUs and pRSUs

Under the terms of the RSU Plan, certain RSUs and pRSUs granted to employees entitle the holder to a cash payment equal to the number of RSUs and pRSUs vested, multiplied by the quoted market price of the Company’s common shares on completion of the vesting period.

The following table summarizes the changes in the Company’s cash-settled RSUs and pRSUs outstanding during the years ended December 31, 2024 and 2023:


	Number of RSUs	Number of pRSUs
Outstanding – December 31, 2022	363,682	23,200
Granted	888,100	741,800
Settled	(126,883)	—
Forfeited	(225,232)	(27,800)
Outstanding – December 31, 2023	899,667	737,200
Granted	650,400	43,800
Settled	(305,631)	—
Forfeited	(149,001)	(72,000)
Outstanding – December 31, 2024	1,095,435	709,000

The cash-settled RSUs granted during the years ended December 31, 2024 and 2023 vest over a period of three years. Of the total number of cash-settled pRSUs granted during the year ended December 31, 2023, 0.7 million pRSUs are subject to a multiplier of 100% to 125% of the number of units granted based on the achievement of certain non-market conditions, including the completion of construction of Greenstone, and have a vesting date of December 31, 2025.

The weighted average grant date fair value of the cash-settled RSUs and pRSUs granted during the year ended December 31, 2024 was $4.47 (2023 – $4.45).

The total liability for cash-settled RSUs and pRSUs outstanding at December 31, 2024 was $7.5 million (2023 – $3.0 million), of which $4.0 million and $3.5 million (2023 – $1.5 million and $1.4 million) are classified as current liabilities and non-current liabilities, respectively.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

19. SHARE CAPITAL AND SHARE-BASED PAYMENTS (CONTINUED)

(c)Share-based compensation plans (continued)

(ii)Deferred share units

Under the terms of the Equinox Gold Deferred Share Unit Plan (the “DSU Plan”), non-executive directors may elect to receive all or a portion of their annual compensation in the form of DSUs. The DSUs are issued on a quarterly basis with the number of DSUs issued based on the five-day volume weighted average trading price of the Company’s common shares at the date of grant. DSUs vest immediately. The DSUs are redeemable in cash for 90 days from the date a director ceases to be a member of the Board of Directors.

The following table summarizes the changes in the Company’s DSUs outstanding during the years ended December 31, 2024 and 2023:


			Number of DSUs
Outstanding – December 31, 2022			280,738
Granted			138,284
Redeemed			(86,780)
Outstanding – December 31, 2023			332,242
Granted			87,545
Redeemed			(32,646)
Outstanding – December 31, 2024			387,141

The weighted average grant date fair value of DSUs granted during the year ended December 31, 2024 was $5.55 (2023 – $4.22).

The total fair value of DSUs outstanding at December 31, 2024 was $1.9 million (2023 – $1.6 million) and is included in other non-current liabilities.

(iii)Stock options

The following table summarizes the changes in the Company’s stock options outstanding during the years ended December 31, 2024 and 2023:


	Number of options	Weighted average exercise price (C$)
Outstanding – December 31, 2022	1,855,643	$	6.42
Exercised	(360,331)	5.12
Expired/forfeited	(398,162)	9.78
Outstanding – December 31, 2023	1,097,150	5.64
Exercised	(636,024)	5.23
Expired/forfeited	(38,998)	5.12
Outstanding and exercisable – December 31, 2024	422,128	$	6.31

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

19. SHARE CAPITAL AND SHARE-BASED PAYMENTS (CONTINUED)

(d)Share-based compensation

The following table summarizes the Company’s share-based compensation recognized during the years ended December 31, 2024 and 2023:


	2024		2023
RSUs and pRSUs	$	15,526	$	11,815
DSUs	480		951
Total share-based compensation	$	16,006	$	12,766

Recognized in the consolidated financial statements as follows:
Equity-settled
General and administration expense	$	9,258	$	8,095
Operating expense	349		396
Capitalized within construction-in-progress	690		1,174
Cash-settled
General and administration expense	538		1,025
Operating expense	5,171		2,074
Exploration expense	—		2
Total share-based compensation	$	16,006	$	12,766

20. RESERVES

The following table summarizes the changes in the Company’s reserves during the years ended December 31, 2024 and 2023:


	Note	Share-based compensation		Equity component of convertible notes		Other		Total
Balance – December 31, 2022		$	19,695	$	18,539	$	3,386	$	41,620
Equity component of 2023 Convertible Notes issued	13(b)	—		31,688		—		31,688
Exercise of stock options and settlement of RSUs and pRSUs	19(b),(c)	(3,896)		—		—		(3,896)
Share-based compensation	19(d)	9,665		—		—		9,665
Balance – December 31, 2023		25,464		50,227		3,386		79,077
Conversion of 2019 Convertible Notes	13(d), 19(b)	—		(12,216)		—		(12,216)
Exercise of stock options and settlement of RSUs and pRSUs	19(b),(c)	(6,882)		—		—		(6,882)
Share-based compensation	19(d)	10,297		—		—		10,297
Modification of 2019 & 2020 Convertible Notes	13(c),(d)	—		3,824		—		3,824
Balance – December 31, 2024		$	28,879	$	41,835	$	3,386	$	74,100

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

21. REVENUE

Revenue from contracts with customers during the years ended December 31, 2024 and 2023 disaggregated by metal were as follows:


	2024		2023
Gold	$	1,511,201	$	1,086,139
Silver	2,919		2,052
Total revenue	$	1,514,120	$	1,088,191

In addition to the Stream Arrangement, Gold Prepay Transactions and Versamet Arrangement (note 14), the Company assumed a silver streaming arrangement as part of a prior period acquisition under which the Company must sell a minimum of 5.0 million payable silver ounces produced from Los Filos from August 5, 2010 to the earlier of the termination of the arrangement and October 15, 2029 at the lesser of $3.90 per ounce and the prevailing market price, subject to an inflationary adjustment. The contract price is revised each year on the anniversary date of the contract and was $4.74 per ounce at December 31, 2024. At December 31, 2024, a total of 2.4 million ounces had been delivered under the silver streaming arrangement. Under the terms of the contract, the Company is not obligated to deliver substitute silver if the required ounces are not produced but shall pay to the counterparty a settlement amount equal to $0.50 per shortfall ounce.

22. OPERATING EXPENSE

Operating expense during the years ended December 31, 2024 and 2023 consists of the following expenses by nature:


	2024		2023
Raw materials and consumables	$	343,557	$	341,411
Salaries and employee benefits(1)	185,056		161,939
Contractors	280,281		208,726
Repairs and maintenance	81,135		70,237
Site administration	114,252		106,803
Royalties	33,106		29,681
	1,037,387		918,797
Change in inventories	(47,801)		(154,565)
Total operating expense	$	989,586	$	764,232

(1) Total salaries and employee benefits, excluding share-based compensation, for the year ended December 31, 2024, including amounts recognized within care and maintenance expense, exploration and evaluation expense and general and administration expense, was $207.1 million (2023 – $183.5 million).

23. GENERAL AND ADMINISTRATION EXPENSE

General and administration expense during the years ended December 31, 2024 and 2023 consists of the following expenses by nature:


	2024		2023
Salaries and benefits	$	19,237	$	18,380
Professional fees	12,972		10,846
Share-based compensation	9,796		9,120
Office and other expenses	8,901		6,825
Depreciation	2,104		1,072
Total general and administration expense	$	53,010	$	46,243

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

24. OTHER INCOME

Other income during the years ended December 31, 2024 and 2023 consists of the following:


	Note	2024		2023
Change in fair value of foreign exchange contracts	16(b)(i)	$	(62,727)	$	46,213
Change in fair value of gold contracts	16(b)(ii)	(39,974)		(3,201)
Change in fair value of Greenstone Contingent Consideration	16(b)(iii)	(23,246)		(2,999)
Gain on remeasurement of previously held interest in Greenstone	5	579,816		—
Gain on reclassification of investment in Versamet	10(a)	5,562		—
Gains (loss) on modification and extinguishment of debt	13(a),(c)	5,383		(4,349)
Expected credit losses and write-offs	11(b), 24(a)	31		(13,802)
Foreign exchange gain (loss)		13,180		(9,059)
Gain on sale of partial interest and reclassification of investment in i-80 Gold	10(b)	—		34,467
Other expense		709		(16,145)
Total other income		$	478,734	$	31,125

(a)Write-off of receivable from Pilar Gold Inc. (“PGI”)

In connection with a previous asset sale in April 2021, the Company had a note receivable from PGI that was due on November 30, 2023. The note receivable was subject to an annual interest rate of 5%, compounded monthly. At June 30, 2023, due to operational and financial challenges at PGI, the Company recognized an impairment loss of $9.9 million in other income to write off the outstanding note receivable from PGI.

In addition to the note receivable, the Company was owed a total of 1,500 ounces of refined gold. At June 30, 2023, the Company recognized a loss of $1.2 million on revaluation of the gold deliveries to nil in other income. The Company also recognized a loss of $2.3 million in OCI on remeasurement of the fair value of its investment in PGI to nil.

25. INCOME TAXES

Income tax expense (recovery) during the years ended December 31, 2024 and 2023 differs from the amounts that would result from applying the combined Canadian federal and provincial income tax rate of 27% (2023 – 27%) to income before income taxes. These differences result from the following items:


	2024			2023
Income before income taxes	$	630,081		$	14,768
Combined Canadian federal and provincial income tax rate	27		%	27		%
Expected income tax expense	170,122			3,987
Foreign exchange impact	52,046			(36,551)
Non-taxable income and non-deductible expenses	20,358			22,556
Impact of tax rate differences between jurisdictions	25,294			(20,276)
Change in estimates of prior year	(6,350)			4,493
Impact of Mexican inflation	(5,043)			(4,498)
Tax effect of changes in temporary differences for which no tax benefit has been recognized	24,464			16,708
Other	9,903			(535)
Total income tax expense (recovery)	$	290,794		$	(14,116)

Comprising:
Current tax expense	$	35,498		$	19,235
Deferred tax expense (recovery)	255,296			(33,351)
	$	290,794		$	(14,116)

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

25. INCOME TAXES (CONTINUED)

On August 4, 2023, the Canadian government released draft legislation to implement the proposed Global Minimum Tax Act (GMTA), based on the OECD Pillar Two Global Anti-Base (GloBE) model rules. On June 30, 2024, federal bill C-60 received royal assent, implementing the Pillar Two global minimum tax regime in Canada under the new GMTA. The global minimum tax regime applies in Canada starting fiscal years after December 30, 2023, for qualifying multinational groups. This includes the income inclusion rule and qualifying domestic minimum top-up tax. The legislation also includes a placeholder for the proposed undertaxed profits rules, expected to take effect for fiscal years beginning on or after December 31, 2024.

The GMTA introduces a 15% global minimum tax on the income of multinational enterprises with annual consolidated revenues of 750 million Euros or more in at least two of the four fiscal years immediately preceding the particular fiscal year and a business presence in at least one foreign jurisdiction. The Company is subject to this new legislation. Based on management’s assessment, all relevant jurisdictions, except the United States, have effective tax rates for purposes of the GMTA exceeding 15%. The Company has included a provision of $1.1 million as Pillar Two current income tax for the year ended December 31, 2024.

The significant components of the Company’s recognized deferred income tax assets and deferred income tax liabilities at December 31, 2024 and 2023 were as follows:


	2024		2023
Non-capital losses	$	174,610	$	66,912
Deductible temporary differences relating to:
Mineral properties, plant and equipment	934		36,591
Derivatives	31,355		—
Inventories	32,003		28,076
Reclamation and closure cost provisions	17,624		16,753
Accrued liabilities	14,528		16,211
Investments and loans and borrowings	19,187		11,440
Mining tax	6,025		10,071
Other	4,045		3,030
Total deferred income tax assets	$	300,311	$	189,084
Taxable temporary differences relating to:
Mineral properties, plant and equipment	$	(870,539)	$	(393,309)
Mining tax	(190,547)		—
Loans and borrowings	(23,539)		(26,814)
Inventories	(12,107)		(10,799)
Derivatives	—		(1,855)
Other	(1,212)		(1,011)
Total deferred income tax liabilities	(1,097,944)		(433,788)
Net deferred income tax liability	$	(797,633)	$	(244,704)

Classified and presented as:
Deferred income tax assets	$	2,339	$	—
Deferred income tax liabilities	(799,972)		(244,704)
	$	(797,633)	$	(244,704)

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

25. INCOME TAXES (CONTINUED)

The movements in the Company’s net deferred income tax liability during the years ended December 31, 2024 and 2023 were as follows:


	Note	2024		2023
Balance – beginning of year		$	(244,704)	$	(262,022)
Recognized on Greenstone Acquisition	5	(311,250)		—
Recognized in net income		(255,296)		33,351
Recognized in OCI		15,031		(4,313)
Recognized directly in equity	13(b),(c),(d)	(1,414)		(11,720)
Balance – end of year		$	(797,633)	$	(244,704)

The Company’s deductible temporary differences, unused tax losses and unused tax credits at December 31, 2024 and 2023 for which deferred income tax assets have not been recognized were as follows:


	2024		2023
Deductible temporary differences relating to:
Investments and loans and borrowings	$	152,838	$	110,279
Mineral properties, plant and equipment	155,187		79,102
Reclamation and closure cost provisions	93,904		70,277
Accrued receivables and liabilities	63,073		58,640
Limited interest expense deduction carryforward	87,911		22,048
Derivatives	20,024		8,632
Other	31,406		11,032
Non-capital losses	463,008		334,623
Capital losses	84,555		39,493
	$	1,151,906	$	734,126

At December 31, 2024, the Company had the following estimated tax operating losses available to reduce future taxable income, including both losses for which deferred income tax assets are recognized and losses for which deferred income tax assets are not recognized as listed in the table above. The loss carryforwards expire as follows:


	2024
Canada (expire between 2035–2043)	$	727,435
Brazil (no expiry)	138,097
United States - California (expire between 2030–2040 or after)	67,051
Mexico (expire between 2025–2034)	67,719
Other (expire 2027 or after)	26,470
	$	1,026,772

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

26. NET INCOME PER SHARE

The calculations of basic and diluted EPS for the years ended December 31, 2024 and 2023 were as follows:


	2024					2023
	Weighted average shares outstanding	Net income		Net income per share		Weighted average shares outstanding	Net income		Net income per share
Basic EPS	400,109,698	$	339,287	$	0.85	312,765,516	$	28,884	$	0.09
Dilutive RSUs and pRSUs	5,312,606	—				3,295,575	—
Dilutive convertible notes	67,925,780	18,194				—	—
Dilutive stock options	198,626	—				241,773	—
Diluted EPS	473,546,710	$	357,481	$	0.75	316,302,864	$	28,884	$	0.09

At December 31, 2024, there were 0.1 million stock options outstanding that could potentially dilute basic EPS in the future but were not included in the calculation of diluted EPS as they were anti-dilutive for the year ended December 31, 2024 (2023 – 71.8 million shares issuable for convertible notes, 2.0 million equity-settled pRSUs, and 0.1 million stock options).

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

27. SEGMENT INFORMATION

Operating results of operating segments are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess performance. The Company considers each of its mine sites as a reportable operating segment. The following table presents significant information about the Company’s reportable operating segments as reported to the Company’s chief operating decision maker:


Year ended December 31, 2024
	Revenue		Operating expense		Depreciation and depletion		Exploration and evaluation expense		Other operating expenses		Income (loss) from operations
Greenstone(1)	$	278,369	$	(116,843)	$	(19,309)	$	(139)	$	—	$	142,078
Mesquite	173,223		(103,663)		(28,943)		—		—		40,617
Los Filos	412,243		(326,903)		(55,373)		(463)		—		29,504
Aurizona	173,947		(114,365)		(33,920)		(1,316)		—		24,346
Fazenda	152,300		(86,580)		(35,736)		(3,010)		—		26,974
RDM	137,486		(80,470)		(14,697)		—		—		42,319
Santa Luz	137,548		(111,250)		(26,338)		(2,654)		—		(2,694)
Castle Mountain(2)	49,004		(49,512)		(6,171)		(433)		(580)		(7,692)
Corporate	—		—		—		(4,478)		(53,010)		(57,488)
	$	1,514,120	$	(989,586)	$	(220,487)	$	(12,493)	$	(53,590)	$	237,964

Year ended December 31, 2023
	Revenue		Operating expense		Depreciation and depletion		Exploration and evaluation expense		Other operating expenses		Income (loss) from operations
Greenstone	$	—	$	—	$	—	$	—	$	—	$	—
Mesquite	168,001		(102,030)		(36,732)		—		—		29,239
Los Filos(3)	305,950		(261,822)		(53,588)		(673)		(255)		(10,388)
Aurizona	233,423		(128,457)		(47,083)		(4,724)		—		53,159
Fazenda	127,962		(81,547)		(34,008)		(2,544)		—		9,863
RDM(3)	101,931		(62,992)		(16,944)		—		(1,108)		20,887
Santa Luz	110,118		(95,437)		(22,031)		(2,669)		—		(10,019)
Castle Mountain	40,806		(31,947)		(4,589)		(905)		—		3,365
Corporate	—		—		—		(175)		(46,311)		(46,486)
	$	1,088,191	$	(764,232)	$	(214,975)	$	(11,690)	$	(47,674)	$	49,620

(1)The first gold pour at Greenstone occurred on May 22, 2024. Depreciation and depletion of capitalized development and construction costs at Greenstone commenced after the mine reached commercial production on November 6, 2024 (note 9(b)).

(2)In August 2024, the Company suspended mining at Castle Mountain for the duration of the permitting period for the mine’s expansion. Residual heap leach processing and gold production will continue, and the mine will be placed on care and maintenance when processing is complete. Other operating expenses at Castle Mountain for the year ended December 31, 2024 relate to care and maintenance costs.

(3)Other operating expenses at Los Filos and RDM for the year ended December 31, 2023 relate to care and maintenance costs.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

27. SEGMENT INFORMATION (CONTINUED)


	Total assets				Total liabilities
At December 31	2024		2023		2024		2023
Greenstone	$	3,774,047	$	1,300,441	$	(1,136,784)	$	(227,533)
Mesquite	319,572		297,252		(44,267)		(65,312)
Los Filos	1,162,039		1,171,265		(248,196)		(227,567)
Aurizona	366,953		365,952		(64,610)		(55,914)
Fazenda	95,090		94,065		(32,467)		(30,746)
RDM	158,799		165,021		(29,633)		(39,124)
Santa Luz	299,959		306,076		(24,521)		(30,693)
Castle Mountain	333,317		329,236		(13,253)		(24,014)
Corporate(1)	203,819		321,069		(1,722,312)		(1,207,013)
	$	6,713,595	$	4,350,377	$	(3,316,043)	$	(1,907,916)

(1)Corporate assets include the investment in Versamet (note 10(a)).


	Capital expenditures(1)
Years ended December 31	2024		2023
Greenstone	$	327,887	$	425,656
Mesquite	35,578		16,194
Los Filos	43,858		37,483
Aurizona	50,518		46,353
Fazenda	27,565		21,653
RDM	16,302		29,107
Santa Luz	16,166		7,596
Castle Mountain	5,567		11,337
Corporate	249		999
	$	523,690	$	596,378

Capital expenditures in the above table represent capital expenditures on an accrual basis. Expenditures on mineral properties, plant and equipment in the consolidated statements of cash flows represent capital expenditures on a cash basis. Expenditures on mineral properties, plant and equipment in the consolidated statement of cash flows for the year ended December 31, 2024 exclude non-cash additions and capitalized borrowing costs (note 9) and include a decrease in accrued expenditures of $33.5 million (2023 – include a decrease in accrued expenditures of $26.8 million).

The following table presents the Company’s non-current assets other than financial instruments, investment in associate, and deferred income tax assets by region:


At December 31	2024		2023
Canada	$	3,623,404	$	1,284,252
United States	591,461		488,701
Mexico	897,612		915,625
Brazil	738,644		750,962
Total non-current assets, excluding financial instruments, investment in associate and deferred income tax assets	$	5,851,121	$	3,439,540

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

27. SEGMENT INFORMATION (CONTINUED)

The following table presents revenue from sales to major customers that exceeded 10% of the Company’s revenue for the years ended December 31, 2024 and 2023:


	2024		2023
Customer 1(1)	$	781,490	$	653,395
Customer 2(2)	498,108		268,688
Customer 3(3)	196,152		145,805
Total revenue from major customers(4)	$	1,475,750	$	1,067,888

(1)Revenue from Customer 1 for the years ended December 31, 2024 and 2023 relates to all segments except Los Filos.

(2)Revenue from Customer 2 for the years ended December 31, 2024 and 2023 relates to all segments except Mesquite, Castle Mountain and Aurizona.

(3)Revenue from Customer 3 for the years ended December 31, 2024 and 2023 relates to Los Filos.

(4)Total revenue from major customers for the year ended December 31, 2024 represented 97.5% of total revenue (2023 – 98.1%).

28. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2024, the Company’s related parties include its subsidiaries, associate, joint operation and key management personnel (2023 – subsidiaries, associates, joint operation and key management personnel). The Company’s key management personnel consist of executive and non-executive directors and members of executive management.

The remuneration of the Company’s directors and other key management personnel during the years ended December 31, 2024 and 2023 were as follows:


	2024		2023
Salaries, directors’ fees and other short-term benefits	$	3,203	$	3,466
Share-based payments	3,732		3,285
Total key management personnel compensation	$	6,935	$	6,751

At December 31, 2024, $1.3 million (2023 – $1.6 million) was owed by the Company to management for accrued salaries and bonuses.

29. SUPPLEMENTAL CASH FLOW INFORMATION

The changes in non-cash working capital during the years ended December 31, 2024 and 2023 were as follows:


	2024		2023
Decrease (increase) in trade and other receivables	$	6,964	$	(27,094)
Increase in inventories	(72,369)		(165,697)
(Increase) decrease in prepaid expenses and other current assets	(11,349)		3,721
Increase in accounts payable, accrued liabilities and other current liabilities	18,740		20,083
Changes in non-cash working capital	$	(58,014)	$	(168,987)

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

30. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

(a)Financial assets and financial liabilities by category

The carrying amounts of the Company’s financial assets and financial liabilities by category are as follows:


At December 31, 2024	Amortized cost		FVTPL		FVOCI		Total
Financial assets
Cash and cash equivalents	$	239,329	$	—	$	—	$	239,329
Marketable securities	—		—		6,142		6,142
Trade receivables	3,943		—		—		3,943
Derivative assets(1)	—		81		—		81
Restricted cash(2)	15,101		—		—		15,101
Other financial assets(3)	21,346		29,094		32,317		82,757
Total financial assets	$	279,719	$	29,175	$	38,459	$	347,353

Financial liabilities
Trade payables and accrued liabilities	$	241,030	$	—	$	—	$	241,030
Loans and borrowings	1,347,831		—		—		1,347,831
Derivative liabilities(1)	—		162,935		—		162,935
Lease liabilities(4)	80,366		—		—		80,366
Other financial liabilities(5)	108,200		—		—		108,200
Total financial liabilities	$	1,777,427	$	162,935	$	—	$	1,940,362

At December 31, 2023
Financial assets
Cash and cash equivalents	$	191,995	$	—	$	—	$	191,995
Marketable securities	—		683		91,983		92,666
Trade receivables	9,916		—		—		9,916
Derivative assets(1)	—		18,196		—		18,196
Restricted cash(2)	17,463		—		—		17,463
Other financial assets(3)	16,164		25,200		—		41,364
Total financial assets	$	235,538	$	44,079	$	91,983	$	371,600

Financial liabilities
Trade payables and accrued liabilities	$	230,689	$	—	$	—	$	230,689
Loans and borrowings	924,980		—		—		924,980
Derivative liabilities(1)	—		19,911		—		19,911
Lease liabilities(4)	46,728		—		—		46,728
Other financial liabilities(5)	36,716		—		—		36,716
Total financial liabilities	$	1,239,113	$	19,911	$	—	$	1,259,024

(1) Includes current and non-current derivatives (note 16).

(2) Includes current and non-current restricted cash. At December 31, 2024, the Company had $2.9 million (2023 – $2.1 million) of current restricted cash included in other current assets.

(3) Other financial assets measured at amortized cost at December 31, 2024 and 2023 include other current and non-current receivables. Other financial assets measured at FVTPL at December 31, 2024 and 2023 relate to the Bear Creek Convertible Note (note 11(b)). Other financial assets measured at FVOCI at December 31, 2024 relate to the investment in Versamet (note 11(a)).

(4) Includes current and non-current lease liabilities (note 18(b)).

(5) Other financial liabilities include the Equipment Facility (note 17(a)).

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

30. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (CONTINUED)

(b)Fair values of financial assets and financial liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy categorizes inputs to valuation techniques used in measuring fair value into the following three levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly, such as prices, or indirectly (derived from prices).

Level 3 – unobservable inputs for which market data are not available.

(i)Financial assets and financial liabilities measured at fair value

The fair values of the Company’s financial assets and financial liabilities that are measured at fair value in the statement of financial position and the levels in the fair value hierarchy into which the inputs to the valuation techniques used to measure the fair values are categorized are as follows:


At December 31, 2024	Level 1(3)		Level 2(4)		Level 3(5)		Total
Marketable securities	$	6,142	$	—	$	—	$	6,142
Derivative assets(1)	—		81		—		81
Other financial assets(2)	—		29,094		32,317		61,411
Derivative liabilities(1)	—		(74,781)		(88,154)		(162,935)
Net financial assets (liabilities)	$	6,142	$	(45,606)	$	(55,837)	$	(95,301)

At December 31, 2023
Marketable securities	$	92,666	$	—	$	—	$	92,666
Derivative assets(1)	—		18,196		—		18,196
Other financial assets(2)	—		25,200		—		25,200
Derivative liabilities(1)	—		(4,212)		(15,699)		(19,911)
Net financial assets (liabilities)	$	92,666	$	39,184	$	(15,699)	$	116,151

(1)Includes current and non-current derivatives (note 16).

(2)Other financial assets measured at fair value at December 31, 2024 relate to the Bear Creek Convertible Note (note 11(b)) and the investment in Versamet (note 11(a)). Other financial assets measured at fair value at December 31, 2023 relate to the Bear Creek Convertible Note.

(3)The fair values of marketable securities are based on the quoted market price of the underlying securities.

(4)The fair values of certain derivative assets and certain derivative liabilities are measured using Level 2 inputs. The fair values of the Company’s foreign currency contracts are based on forward foreign exchange rates and the fair values of the Company’s gold contracts are based on forward metal prices.

The fair value of the Bear Creek Convertible Note is determined using a convertible debt valuation model based on the contractual terms of the Bear Creek Convertible Note and market-derived inputs including Bear Creek’s share price and share price volatility, and a market interest rate that reflects the risks associated with the financial instrument.

(5)The fair value of the investment in Versamet is measured using a market approach with reference to the market price of Versamet’s common shares in recent transactions, adjusted to reflect assumptions that market participants would use in pricing the asset, including assumptions about risks, based on available information.

The fair value of the Greenstone Contingent Consideration is calculated as the present value of projected future cash flows using a market interest rate that reflects the risk associated with the delivery of the contingent consideration. The projected cash flows are affected by assumptions related to the achievement of production milestones.

There were no amounts transferred between levels of the fair value hierarchy during the years ended December 31, 2024 and 2023.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

30. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (CONTINUED)

(b)Fair values of financial assets and financial liabilities (continued)

(ii)Financial assets and financial liabilities not already measured at fair value

At December 31, 2024 and 2023, the carrying amounts of the Company’s cash and cash equivalents, trade and other current receivables, restricted cash, and trade payables and accrued liabilities approximate their fair values due to the short-term nature of the instruments.

The fair values of the Company’s other financial liabilities, excluding lease liabilities, that are not measured at fair value in the statement of financial position as compared to the carrying amounts were as follows:


		December 31, 2024				December 31, 2023
	Level	Carrying amount		Fair value		Carrying amount		Fair value
Credit Facility(1)	2	$	1,080,557	$	1,106,280	$	527,368	$	539,454
2023 Convertible Notes(2)	1	131,682		188,025		123,720		181,453
2020 Convertible Notes(2)	2	135,592		144,127		135,288		142,203
Equipment Facility(3)	2	101,862		102,578		31,070		31,710
2019 Convertible Notes(2)	2	—		—		138,604		147,033

(1)The fair value of the Credit Facility (note 13(a)) is calculated as the present value of future cash flows based on the contractual cash flows discounted using a market rate of interest for similar instruments.

(2)The carrying amounts of the 2023 Convertible Notes, 2020 Convertible Notes and 2019 Convertible Notes represent the liability components of the convertible notes, while the fair values represent the liability and equity components of the convertible notes. The fair value of the 2023 Convertible Notes (note 13(b)) is based on the quoted market price of the underlying securities. The fair value of the 2020 Convertible Notes (note 13(c)) at December 31, 2024 represents the fair value of the liability component of $137.0 million (2023 – $132.8 million) and the fair value of the equity component of $7.1 million (2023 – $9.4 million). The fair value of the 2019 Convertible Notes (note 13(d)) at December 31, 2023 represents the fair value of the liability component of $138.1 million and the fair value of the equity component of $8.9 million. The fair values of the liability components of the 2020 Convertible Notes and 2019 Convertible Notes are calculated as the present value of future cash flows based on the contractual cash flows discounted using a market rate of interest for similar instruments.

(3)The fair value of the Equipment Facility (note 17(a)) is calculated as the present value of future cash flows based on the contractual cash flows discounted using a market rate of interest for similar instruments.

31. FINANCIAL INSTRUMENT RISKS AND RISK MANAGEMENT

The Company is exposed in varying degrees to a variety of financial instrument related risks including credit risk, liquidity risk and market risk. The Company’s Board of Directors approves and oversees the Company’s risk management process, which seeks to minimize the potential adverse effects of financial risks on the Company’s financial results. At December 31, 2024, the financial risks to which the Company is exposed and the Company’s objectives, policies and processes for managing those risks are as follows:

(a)Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations.

The Company is primarily exposed to credit risk on its cash and cash equivalents, trade receivables, restricted cash and other current and non-current receivables. The Company’s maximum exposure to credit risk on its financial assets, other than those measured at FVTPL and FVOCI, at December 31, 2024, represented by the carrying amounts of the financial assets, was $279.7 million (2023 – $235.5 million).

The Company limits its exposure to credit risk on its cash and cash equivalents and restricted cash by investing in high credit quality instruments and maintaining its cash balances in financial institutions with strong credit ratings.

Credit risk arising from the Company’s trade receivables is low with negligible expected credit losses as the Company primarily sells its products to large global financial institutions and other companies with high credit ratings.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

31. FINANCIAL INSTRUMENT RISKS AND RISK MANAGEMENT (CONTINUED)

(b)Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due.

The Company enters into contracts in the normal course of business that give rise to commitments for future payments. The following table summarizes the contractual maturities of the Company’s financial liabilities, and operating and capital purchase commitments at December 31, 2024:


	Within 1 year		1-2 years		2-3 years		3-4 years		4–5 years		Thereafter		Total
Trade payables and accrued liabilities	$	241,030	$	—	$	—	$	—	$	—	$	—	$	241,030
Loans and borrowings(1)(4)	253,751		777,383		420,615		180,694		—		—		1,632,443
Derivative liabilities(2)	57,663		17,118		—		—		—		—		74,781
Lease liabilities(4)	31,700		25,088		19,110		12,786		4,470		9,763		102,917
Other financial liabilities(1)(3)(4)	28,368		27,952		27,774		26,764		19,795		8,015		138,668
Reclamation and closure costs(4)	14,475		29,436		18,371		11,329		8,255		143,490		225,356
Purchase commitments(4)	66,694		8,024		7,437		7,000		6,881		22,791		118,827
Other operating commitments(4)	25,777		26,808		27,880		28,995		1,063		12,694		123,217
Total	$	719,458	$	911,809	$	521,187	$	267,568	$	40,464	$	196,753	$	2,657,239

(1)Amounts for loans and borrowings in the above table include principal and interest payments, except accrued interest, which is included in trade payables and accrued liabilities.

(2)Derivative liabilities in the above table represent the fair values of the derivative instruments that are expected to be cash-settled.

(3)Other financial liabilities in the above table include the Equipment Facility (note 17(a)).

(4)Amounts included in the above table represent the undiscounted future cash flows.

The Company has a $700.0 million Revolving Facility available for general corporate purposes, other than for repayment of amounts owing under the 2020 Convertible Notes and 2023 Convertible Notes. At December 31, 2024, there was $104.6 million undrawn on the Revolving Facility (note 13(a)).

The Company’s objective in managing its liquidity risk is to ensure there is sufficient capital to meet its short-term business requirements after considering the Company’s holdings of cash and cash equivalents. The Company seeks to manage its liquidity risk through a rigorous planning, budgeting and forecasting process to help determine the funding requirements to support its current operations, development and expansion plans. The Company also manages its liquidity risk by managing its capital structure (note 32).

(c)Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed to the following market risks: currency risk, interest rate risk, and other price risk.

(i)Foreign currency risk

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments, in functional currency terms, will fluctuate because of changes in foreign exchange rates. At December 31, 2024, the functional currency of the Company and its subsidiaries is the US dollar. At December 31, 2024, the Company and its subsidiaries are exposed to currency risk on transactions, investments and balances denominated in currencies other than USD, principally in CAD, BRL and MXN. Prior to reaching commercial production on November 6, 2024, Greenstone, which had a Canadian dollar functional currency until such date (notes 2(d) and 4(a)(i)), was exposed to currency risk on transactions and balances denominated in USD.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

31. FINANCIAL INSTRUMENT RISKS AND RISK MANAGEMENT (CONTINUED)

(c)Market risk (continued)

(i)Foreign currency risk (continued)

The following table summarizes the Company’s exposure to currency risk arising from financial assets and financial liabilities, excluding foreign exchange contracts, denominated in foreign currencies:


At December 31, 2024	CAD		BRL		MXN		USD
Financial assets
Cash and cash equivalents	$	10,730	$	33,228	$	1,758	$	—
Marketable securities	6,142		—		—		—
Derivative assets	81		—		—		—
Restricted cash	6,921		4,737		—		—
Other financial assets	6,657		3,611		—		—
Financial liabilities
Accounts payable and accrued liabilities	(38,043)		(61,877)		(32,922)		—
Derivative liabilities	—		(1,931)		—		—
Lease liabilities	(36,983)		(7,075)		—		—

	$	(44,495)	$	(29,307)	$	(31,164)	$	—
At December 31, 2023
Financial assets
Cash and cash equivalents	$	8,434	$	14,903	$	281	$	14,494
Marketable securities	92,666		—		—		—
Derivative assets	89		—		—		—
Restricted cash	—		5,212		—		1,745
Other financial assets	1,849		2,928		—		3,669
Financial liabilities
Accounts payable and accrued liabilities	(11,731)		(69,909)		(38,291)		(6,101)
Derivative liabilities	(168)		(4,420)		—		—
Lease liabilities	(783)		(14,713)		(57)		(11,113)
Other financial liabilities	—		—		—		(31,070)
	$	90,356	$	(65,999)	$	(38,067)	$	(28,376)

Based on the above foreign currency denominated financial assets and financial liabilities at December 31, 2024, excluding the effect of foreign exchange contracts, the reasonably possible weakening in foreign currencies against the USD, assuming all other variables remained constant, would have resulted in the following increase in the Company’s net income during the year ended December 31, 2024:


	2024
CAD – 10%	$	3,248
BRL – 10%	2,139
MXN – 10%	2,275

In accordance with its foreign currency exchange risk management program, the Company uses foreign exchange contracts to manage its exposure to currency risk on expenditures in CAD, BRL, and MXN which are accounted for as derivative financial instruments (note 16(b)(i)). At December 31, 2024, a 10% weakening in the CAD, BRL, and MXN against the USD would have resulted in an increase in the fair value of the Company’s foreign currency net derivative liability and a decrease of $53.8 million in the Company’s net income during the year ended December 31, 2024. A 10% strengthening in the CAD, BRL, and MXN against the USD would have resulted in a decrease in the fair value of the Company’s foreign currency net derivative liability and an increase of $38.0 million in the Company’s net income during the year ended December 31, 2024.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

31. FINANCIAL INSTRUMENT RISKS AND RISK MANAGEMENT (CONTINUED)

(c)Market risk (continued)

(ii)Interest rate risk

Interest rate risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates.

At December 31, 2024, the Company is exposed to interest rate cash flow risk on its Credit Facility which is subject to variable interest rates based on SOFR (note 13(a)). A 1.0% increase or decrease in the SOFR interest rate during the year ended December 31, 2024 would have resulted in a decrease or increase of $6.7 million, respectively, in the Company’s net income during the year ended December 31, 2024.

The Company is also exposed to interest rate cash flow risk on its cash and cash equivalents and restricted cash that earn variable interest.

(iii)Other price risk

Other price risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices, other than currency risk or interest rate risk.

At December 31, 2024, the Company held investments in marketable securities and an investment in Versamet which are measured at fair value. A 10% increase in the applicable share prices would have resulted in a decrease of $3.3 million in the Company’s other comprehensive loss for the year ended December 31, 2024. A 10% decrease in the applicable share prices would have resulted in an increase of $3.3 million in the Company’s other comprehensive loss.

In connection with the gold swap agreements (note 16(b)(ii)) and the Greenstone Contingent Consideration (note 16(b)(iii)), a 10% increase in the price of gold at December 31, 2024 would have resulted in a decrease of $15.3 million in the Company's net income for the year ended December 31, 2024. A 10% decrease in the price of gold at December 31, 2024 would have resulted in an increase of $11.6 million in the Company’s net income for the year ended December 31, 2024. Based on the contractual terms and total notional ounces remaining, the Company is not exposed to significant price risk on its outstanding gold collar contracts as at December 31, 2024.

32. CAPITAL MANAGEMENT

The capital of the Company consists of items included in the Company’s equity and loans and borrowings, net of cash and cash equivalents. The Company’s capital at December 31, 2024 and 2023, as defined above, is summarized in the following table:


	2024		2023
Equity	$	3,397,552	$	2,442,461
Loans and borrowings	1,347,831		924,980
	4,745,383		3,367,441
Less: cash and cash equivalents	(239,329)		(191,995)
	$	4,506,054	$	3,175,446

The Company’s primary objective when managing capital is to ensure it will be able to continue as a going concern and that it has sufficient ability to satisfy its capital obligations and ongoing operational expenses, as well as having sufficient liquidity to fund suitable business opportunities as they arise. The Company manages its capital structure and makes adjustments as necessary in light of economic conditions. The Company, upon approval from its Board of Directors, seeks to balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances. To maintain its capital structure, the Company may, from time to time, issue or buy back equity, draw down or repay debt, or sell assets, including its marketable securities or other investments.

As described in note 19(b), the Company has filed a base shelf prospectus that allows the Company to make offerings of common shares, debt securities, subscription receipts, share purchase contracts, units or warrants in one or more issuances until October 31, 2026 and as set forth in an accompanying prospectus supplement.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

33. CONTINGENCIES

At December 31, 2024, the Company had the following outstanding matters:

(a)Legal

The Company is a defendant in various lawsuits and legal actions for alleged fines, labour related and other matters in the jurisdictions in which it operates. Management regularly reviews these lawsuits and legal actions with outside counsel to assess the likelihood that the Company will ultimately incur a material cash outflow to settle a claim. To the extent management believes it is probable that a cash outflow will be incurred to settle a claim, a provision for the estimated settlement amount is recognized. At December 31, 2024, the Company recognized a provision of $6.4 million (2023 – $7.8 million) for legal matters which is included in other non-current liabilities.

Premier Gold Mines Limited (“PGML”) acquired the Mercedes Mine from Yamana Gold Inc. in 2016. The Company acquired PGML in 2021 and subsequently sold the Mercedes Mine to Bear Creek in 2022. The agreements governing the sale of the Mercedes Mine to PGML and the subsequent sale of the Mercedes Mine to Bear Creek included tax indemnity provisions. The Mexican tax authority is currently auditing the Mercedes Mine for the 2016 income tax year. As a final assessment has not been issued to Bear Creek by the Mexican tax authority, the Company determined it did not have a present obligation under the tax indemnity at December 31, 2024. Accordingly, no amount has been recognized as a provision in relation to this matter at December 31, 2024. The amount and timing of any final assessment in the audit is uncertain and may be appealed.

(b)Environmental

A historic rain event caused widespread flooding in the Aurizona region in March 2021 and a freshwater pond on the Aurizona site overflowed. The tailings facility and other infrastructure at the Aurizona site remained operational. The Company received notices from the local state government of environmental infractions related to turbidity in the local water supply at Aurizona with associated fines at December 31, 2024 totaling $8.3 million (2023 – $10.6 million). In addition, public civil actions have been filed against the Company in the State and Federal courts claiming various damages because of the rain event, and criminal proceedings have been filed against the Company by the Federal public prosecutor. The Company and its advisors believe the fines, public civil actions and criminal proceedings are without merit and it is not probable that a cash outflow for this matter will occur. Accordingly, no amount has been recognized in relation to the fines, public civil actions, and criminal proceedings.

The above matters could have an adverse impact on the Company’s financial performance, cash flows and results of operations if they are not resolved favorably.

34. SUBSEQUENT EVENTS

On February 23, 2025, the Company announced that it had entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Calibre Mining Corp. (“Calibre”) whereby the Company will acquire 100% of the issued and outstanding common shares of Calibre in an at-market business combination pursuant to a plan of arrangement (the “Transaction”). Under the terms of the Arrangement Agreement, Calibre shareholders will receive 0.31 of an Equinox Gold common share for each Calibre common share held immediately prior to the closing of the Transaction. Upon completion of the Transaction, existing Equinox Gold shareholders and former Calibre shareholders will own approximately 65% and 35% of the outstanding common shares of the combined company, respectively, which will continue under the name “Equinox Gold Corp.”. The principal properties owned by Calibre include the Valentine gold mine development project in Canada, and a portfolio of operational mines and exploration and development properties in Nicaragua. Closing of the Transaction is subject to the receipt of Calibre and Equinox Gold shareholders’ approvals and certain regulatory approvals, and other customary closing conditions. The Transaction is expected to close during the second quarter of 2025. If the Arrangement Agreement is terminated by the Company or Calibre prior to the closing of the Transaction, termination fees in the amount of $145.0 million and $85.0 million are payable by the Company and Calibre, respectively, to the other party.

Concurrent with the Arrangement Agreement, the Company entered into a subscription agreement to participate in Calibre’s private placement convertible note financing. The private placement closed on March 4, 2025 with the Company purchasing a convertible note at par with a principal amount of $40.0 million and a maturity date of March 4, 2030 (the “Calibre Convertible Note”). The Calibre Convertible Note is unsecured, and has an annual interest rate of 5.5%. At any time prior to the maturity date, the Company may convert the Calibre Convertible Note into common shares of Calibre at a price of C$4.25 per Calibre common share. In connection with the private placement, the Company received 8,813,252 common share purchase warrants of Calibre (the “Calibre Warrants”) for no additional consideration. Each Calibre Warrant is exercisable into one common share of Calibre at a price of C$4.50 per Calibre common share until March 4, 2030.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Tables expressed in thousands of United States dollars, except share and per share amounts)

34. SUBSEQUENT EVENTS (CONTINUED)

Upon the occurrence of a change of control of Calibre, except for a change of control resulting from completion of the Transaction, the Company may require Calibre to, within 30 days following the change of control, repay the Calibre Convertible Note at a redemption amount equal to the lesser of a) 100% of the principal amount outstanding plus all remaining interest payable on the principal amount outstanding from the date of such redemption up to and including the maturity date, and b) 107% of the principal amount outstanding plus all accrued and unpaid interest. Calibre may also, upon such change of control, prepay any portion of the principal amount outstanding under the Calibre Convertible Note using the same redemption formula as described above on the principal amount being prepaid.

If the Arrangement Agreement is terminated prior to the closing of the Transaction, the maturity date of the Calibre Convertible Note will be accelerated to January 31, 2026.

Management’s Discussion and Analysis

For the three months and year ended December 31, 2024

(Expressed in United States Dollars, unless otherwise stated)


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

This Management’s Discussion and Analysis (“MD&A”) of the financial position and results of operations for Equinox Gold Corp. (the “Company” or “Equinox Gold”) should be read in conjunction with the audited consolidated financial statements of the Company as at and for the year ended December 31, 2024 and the related notes thereto, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. For further information on the Company, reference should be made to its public filings on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

This MD&A is prepared by management and approved by the Board of Directors as of March 13, 2025. This discussion covers the three months (“Q4 2024” or the “Quarter”) and the year ended December 31, 2024 and the subsequent period up to the date of issuance of this MD&A. All dollar amounts are in United States Dollars (“USD”), except where otherwise noted.

This MD&A contains forward-looking statements. Readers are cautioned as to the risks and uncertainties related to the forward-looking statements, the risks and uncertainties associated with investing in the Company’s securities, and the risks and uncertainties associated with technical and scientific information under National Instrument 43-101 (“NI 43-101”) concerning the Company’s material properties, including information about Mineral Reserves and Mineral Resources.

Throughout this MD&A, cash costs, cash costs per ounce (“oz”) sold, all-in sustaining costs (“AISC”), AISC per oz sold, AISC contribution margin, adjusted net income, adjusted earnings per share (“EPS”), mine-site free cash flow, EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted EBITDA, net debt, and sustaining capital expenditures are non-IFRS financial measures with no standard meaning under IFRS. Non-IFRS measures are further discussed in the Non-IFRS Measures section of this MD&A.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


CONTENTS
Business Overview			4
202 4 Highlights			4
Highlights for the Three Months Ended December 31, 2024			6
Recent Developments			6
Consolidated Operational and Financial Highlights			7
202 4 Guidance Comparison			9
202 5 Guidance and Outlook			11
Operations			13
Development Projects			27
Health, Safety and Environment			28
Community Development and ESG Reporting			28
Corporate			29
Financial Results			32
Liquidity and Capital Resources			36
Outstanding Share Data			37
Commitments and Contingencies			38
Related Party Transactions			39
Non-IFRS Measures			39
Risks and Uncertainties			46
Accounting Matters			58
Internal Controls Over Financial Reporting and Disclosure Controls and Procedures			58
Cautionary Notes and Forward-looking Statements			59
Technical Information			61


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


BUSINESS OVERVIEW

Operations Description

Equinox Gold is a growth-focused mining company delivering on its strategy of creating the premier Americas gold producer. In its first seven years, the Company has grown from a single-asset developer to a multi-asset gold producer with a portfolio of gold mines in the Americas, a multi-million-ounce gold reserve base and a strong growth profile from a pipeline of expansion projects. At the date of this MD&A, the Company’s operating gold mines are the Greenstone Mine (“Greenstone”) in Canada, the Mesquite Mine (“Mesquite”) in the United States, the Los Filos Mine Complex (“Los Filos”) in Mexico, and the Aurizona Mine (“Aurizona”), Fazenda Mine (“Fazenda”), RDM Mine (“RDM”) and Santa Luz Mine (“Santa Luz”) in Brazil. The Company poured first gold at Greenstone on May 22, 2024 and declared commercial production on November 6, 2024. In August 2024, the Company announced its decision to suspend Phase 1 operations at its Castle Mountain Mine (“Castle Mountain”) for the duration of Phase 2 permitting. While residual leaching and gold production will continue into 2025, commencing September 1, 2024 Castle Mountain is being reported as a development project.

Equinox Gold was created with the strategic vision of building a diversified, Americas-focused gold company that will responsibly and safely produce more than one million ounces of gold annually, bring long-term social and economic benefits to its host communities, create a safe and rewarding workplace for its employees and contractors, and provide above average investment returns to its shareholders. To achieve its growth objectives, Equinox Gold intends to expand production from its current asset base through exploration and development and will also consider opportunities to acquire other companies, producing mines and development projects that fit the Company’s portfolio and strategy.

On May 13, 2024, the Company acquired the remaining 40% interest in Greenstone resulting in the Company owning 100% of Greenstone (the “Greenstone Acquisition”). The operational and financial results of the assets acquired in the Greenstone Acquisition are included from May 13, 2024 onward.

Equinox Gold’s common shares trade under the symbol “EQX” on the Toronto Stock Exchange (“TSX”) in Canada and on the NYSE American Stock Exchange (“NYSE-A”) in the United States.


2024 HIGHLIGHTS

Operational

•Produced 621,893 ounces of gold

•Sold 623,579 ounces of gold at an average realized gold price of $2,423 per oz

•Total cash costs of $1,598 per oz(1) and AISC of $1,870 per oz(1)

•Ten lost-time injuries, one fatality; four sites had no lost-time injuries

•Achieved a total recordable injury frequency rate(2) of 2.21, 26% better than the Company’s target for the year

•Achieved a significant environmental incident frequency rate(2) of 0.20, a 31% improvement compared to 2023

•Poured first gold at Greenstone on May 22, 2024 and declared commercial production on November 6, 2024

•Suspended mining in the Piaba open pit at Aurizona in April following a geotechnical event; continued processing stockpiled ore through April and accelerated mining in the new Tatajuba open pit; commenced processing Tatajuba ore in July and re-commenced mining in the Piaba open pit in November

Earnings

•Income from mine operations of $304.0 million

•Net income of $339.3 million or $0.85 per share

•Adjusted net income of $96.7 million(1) or $0.24 per share(1)


(1)Cash costs per oz sold, AISC per oz sold, adjusted net income (loss), adjusted EBITDA, adjusted EPS, and net debt are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.
(2)Total recordable injury frequency rate (“TRIFR”) and significant environmental incident frequency rate (“SEIFR”) are both reported per million hours worked. TRIFR is the total number of injuries excluding those requiring simple first aid treatment.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


2024 HIGHLIGHTS (CONTINUED)

Financial

•Cash flow from operations before changes in non-cash working capital of $430.2 million ($372.2 million after changes in non-cash working capital)

•Adjusted EBITDA of $458.2 million(1)

•Sustaining expenditures of $151.1 million and non-sustaining expenditures of $283.1 million

•Cash and cash equivalents (unrestricted) of $239.3 million at December 31, 2024

•Net debt(1) of $1,108.5 million at December 31, 2024

Corporate

•On October 1, 2024, filed a short form base shelf prospectus, replacing the previous short form base shelf prospectus which was set to expire by year-end 2024

•On May 13, 2024, purchased the remaining 40% of Greenstone to consolidate 100% ownership to Equinox Gold for total consideration of $962.6 million, as follows:

◦42.0 million common shares of Equinox Gold valued at $217.6 million

◦$705.0 million in cash payable on closing, funded in part with a new term loan and a bought deal financing

◦$40.0 million in cash payable by December 31, 2024, which was paid in full on December 30, 2024

•Maintained liquidity

◦On October 29, 2024, deferred the first five monthly deliveries associated with gold prepay transactions

◦On April 26, 2024, completed $299.0 million bought deal financing to partially fund the Greenstone Acquisition; issued 56.4 million common shares at $5.30 per share

◦On May 13, 2024, arranged new $500.0 million three-year term loan to partially fund the Greenstone Acquisition

◦Extended the $139.3 million principal 4.75% convertible notes from March 10, 2025 to September 10, 2025 and amended the conversion price from $7.80 per common share to $6.50 per common share

◦In October 2024, issued 26.6 million common shares upon conversion of $139.7 million of convertible notes with a $5.25 conversion price

◦Sold the remainder of the Company’s equity investment in i-80 Gold Corp. (TSX: IAU) (“i-80 Gold”) for total proceeds of $48.2 million

•On October 9, 2024, Mr. Fraz Siddiqui resigned from the Company’s Board of Directors (“Board”). Mr. Siddiqui was the Board appointee of Mubadala Investment Company under an investor rights agreement. With conversion of the $130 million convertible note and subsequent sale of the issued shares, as announced on October 3, 2024, the investor rights agreement is no longer in effect

•On May 10, 2024, Ms. Trudy Curran was appointed to the Board

Development and Exploration

•Advanced permitting and front-end engineering for the Castle Mountain Phase 2 expansion

•Commenced mining of the new Tatajuba open-pit deposit at Aurizona; advanced technical studies for the Piaba underground portal and ramp

•Successfully replaced reserves through 75,175 metres of reserve replacement drilling and strategic mine planning updates

•Completed 8,748 metres of step-out drilling across the portfolio with a focus on mine life extension, and completed 25,215 metres of regional drilling to delineate new deposits

•Issued an updated technical report for Greenstone, which included updates to the Mineral Reserve and Mineral Resource estimates, annual production estimates, and life-of-mine capital and operating costs

•Updated the Mineral Resource estimate for the exploration-stage Hasaga Property and issued an updated technical report


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


2024 HIGHLIGHTS (CONTINUED)

Responsible Mining

•Completed the Ride to Greenstone fundraiser: cycled 3,634 km from Vancouver, BC to Greenstone and raised C$1.24 million for the Geraldton District Hospital and more than C$200,000 for six charities in Brazil and the USA

•Improved the Company’s S&P Corporate Sustainability Assessment score by 13% compared to 2023


HIGHLIGHTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2024

Operational

•Produced 213,964 ounces of gold

•Sold 217,678 ounces of gold at an average realized gold price of $2,636 per oz

•Total cash costs of $1,458 per oz and AISC of $1,652 per oz(1)

•Four lost-time injuries and a total recordable injury frequency rate(2) of 2.48 for the Quarter

•No significant environmental incidents during the Quarter

Earnings

•Income from mine operations of $170.1 million

•Net income of $28.3 million or $0.06 per share (basic)

•Adjusted net income of $77.5 million or $0.17 per share(1)

Financial

•Cash flow from operations before changes in non-cash working capital of $212.7 million ($247.8 million after changes in non-cash working capital)

•Adjusted EBITDA of $218.2 million(1)

•Sustaining expenditures of $39.9 million and non-sustaining expenditures of $49.1 million


RECENT DEVELOPMENTS

•Provided 2025 production and cost guidance of 635,000 to 750,000 ounces of gold at cash costs of $1,075 to $1,175 per oz and AISC of $1,455 to $1,550 per oz(1)

•Provided 2025 sustaining and non-sustaining expenditure guidance of $411 million

◦$310 million of sustaining expenditures

◦$102 million of non-sustaining expenditures

•Issued an updated technical report for Fazenda that includes an updated Mineral Reserve and Mineral Resource estimate, demonstrating mine life extension to 2033

•At Los Filos, the Company reached consensus on terms for new agreements with three local communities. Two communities have ratified and signed new long-term agreements; however, one community remains outstanding. If the Company is unable to satisfactorily complete these agreements with all three agreements in the very near term, the Company will suspend operations at Los Filos indefinitely


(1)Cash costs per oz sold, AISC per oz sold, adjusted net income (loss), adjusted EBITDA, adjusted EPS, and net debt are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.
(2)Total recordable injury frequency rate (“TRIFR”) and significant environmental incident frequency rate (“SEIFR”) are both reported per million hours worked. TRIFR is the total number of injuries excluding those requiring simple first aid treatment.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RECENT DEVELOPMENTS (CONTINUED)

•On February 23, 2025, the Company announced that it had entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Calibre Mining Corp. (“Calibre”) whereby the Company will acquire 100% of the issued and outstanding common shares of Calibre in an at-market business combination pursuant to a plan of arrangement (the “Transaction”). Under the terms of the Arrangement, Calibre shareholders will receive 0.31 of an Equinox Gold common share for each Calibre common share held immediately prior to the closing of the Transaction. Upon completion of the Transaction, existing Equinox Gold shareholders and former Calibre shareholders will own approximately 65% and 35% of the outstanding common shares of the combined company, respectively, which will continue under the name “Equinox Gold Corp.”. The principal properties owned by Calibre include the Valentine gold mine development project in Canada, and a portfolio of operational mines and exploration and development properties in Nicaragua. Closing of the Transaction is subject to the receipt of Calibre and Equinox Gold shareholders’ approvals and certain regulatory approvals, and other customary closing conditions. The Transaction is expected to close during the second quarter of 2025. If the Arrangement Agreement is terminated by the Company or Calibre prior to the closing of the Transaction, termination fees in the amount of $145.0 million and $85.0 million are payable by the Company and Calibre, respectively, to the other party.

If the Arrangement Agreement is terminated prior to the closing of the Transaction, the maturity date of the Calibre Convertible Note will be accelerated to January 31, 2026.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS


		Three months ended			Year ended
Operating data	Unit	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Gold produced	oz	213,964	173,983	154,960	621,893	564,458
Gold sold	oz	217,678	173,973	149,861	623,579	559,481
Average realized gold price	$/oz	2,636	2,461	1,983	2,423	1,941
Cash costs per oz sold(1)(2)	$/oz	1,458	1,720	1,330	1,598	1,350
AISC per oz sold(1)(2)	$/oz	1,652	1,994	1,657	1,870	1,612
Financial data
Revenue	M$	575.0	428.4	297.8	1,514.1	1,088.2
Income from mine operations	M$	170.1	101.4	38.6	304.0	109.0
Net income (loss)	M$	28.3	0.3	3.9	339.3	28.9
Earnings (loss) per share (basic)	$/share	0.06	—	0.01	0.85	0.09
Adjusted EBITDA(1)	M$	218.2	141.9	95.3	458.2	304.4
Adjusted net income (loss)(1)	M$	77.5	37.4	2.4	96.7	21.7
Adjusted EPS(1)	$/share	0.17	0.09	0.01	0.24	0.07
Balance sheet and cash flow data
Cash and cash equivalents (unrestricted)	M$	239.3	167.8	192.0	239.3	192.0
Net debt(1)	M$	1,108.5	1,314.7	733.0	1,108.5	733.0
Operating cash flow before changes in non-cash working capital(3)	M$	212.7	130.1	168.2	430.2	527.5

(1)Cash costs per oz sold, AISC per oz sold, adjusted EBITDA, adjusted net loss, adjusted EPS and net debt are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.

(2)Consolidated cash cost per oz sold and AISC per oz sold for the three months and year ended December 31, 2024 excludes Greenstone’s results before the mine reached commercial production on November 6, 2024 and excludes Castle Mountain results after August 31, 2024 when residual leaching commenced (see Development Projects). Consolidated AISC per oz sold excludes corporate general and administration expenses.

(3)Includes proceeds from gold prepay arrangements of $75.6 million and $225.0 million for the three months and year ended December 31, 2023, respectively.

(4)Numbers in tables throughout this MD&A may not sum due to rounding.

Gold ounces sold in Q4 2024 were higher compared to Q4 2023 primarily due to production at Greenstone and higher production at Los Filos, offset partially by lower production at Aurizona. Greenstone continued to ramp up during the Quarter and commercial production was declared on November 6, 2024. Los Filos placed the highest volume of recoverable ounces for the year on its leach pads in Q4 2024 and elevated production followed accordingly. At Aurizona, the lower production was due to the majority of ore coming from the Tatajuba pit which has lower grades than the Piaba pit.

Gold ounces sold for the year ended December 31, 2024 were 11% higher compared to 2023, primarily driven by increased production at Greenstone being offset partially by lower production at Aurizona. Gold sales at Greenstone were 110,518 ounces for 2024 in its first partial year of production. Gold sales at Aurizona were lower than 2023 by 47,269 ounces, or 39% due to the suspension of mining in the Piaba pit in April 2024 due to a geotechnical event as the result of persistent heavy rains. During Q2 2024, the plant was idle for eight weeks while mining transitioned to the Tatajuba pit. In May 2024, mining commenced at the Tatajuba open pit and ore production for plant feed started in June 2024. The plant was restarted in July 2024. Production in the second half of 2024 was impacted by lower grades in the Tatajuba pit compared to the Piaba pit.

Revenue was higher in Q4 2024 compared to Q4 2023 and for the year ended December 31, 2024 compared to the same period in 2023, due to higher gold prices and increase in gold ounces sold for the respective periods. The Company realized $2,636 per ounce sold in Q4 2024 generating $575.0 million in revenue, compared to $1,983 per ounce sold in Q4 2023 generating $297.8 million in revenue. The Company realized $2,423 per ounce sold in the year ended December 31, 2024, generating $1,514.1 million in revenue, compared to the realization of $1,941 per ounce sold generating $1,088.2 million in revenue in the year ended December 31, 2023.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS (CONTINUED)

Cash costs per oz sold was 10% higher in Q4 2024 compared to Q4 2023 with higher cash costs across the portfolio of mines. AISC per oz sold for Q4 2024 was in line with Q4 2023 results due to lower capitalized stripping in Q4 2024 at Los Filos due to mine sequence driving a strip ratio that was 59% lower than the prior year. Cash cost per oz sold and AISC per oz sold for 2024 were higher than 2023 in part due to open pit mine sequencing and pit life cycles. Open pit tonnes mined per contained ounce of gold was 44% higher in 2024 compared to 2023, reflecting increases at all open pit mines, but driven particularly by Mesquite which was conducting stripping for the Ginger pit, with ore expected in 2025, and Aurizona, which was performing Piaba pit remediation and sourcing ore from the lower grade Tatajuba pit. The Company expects open pit tonnes mined per contained ounce of gold in 2025 to be more consistent with 2023 results.

In Q4 2024, income from mine operations was $170.1 million (Q4 2023 - $38.6 million) and for the year ended December 31, 2024 was $304.0 million (year ended December 31, 2023 - $109.0 million). Income from mine operations for the three months and year ended December 31, 2024 includes income from Greenstone’s mine operations of $75.3 million and $142.1 million, respectively. In addition to the impact of Greenstone’s operations in 2024, income from mine operations was higher in Q4 2024 compared to Q4 2023 due to the increase in the average realized gold price per ounce sold.

Net income for Q4 2024 was $28.3 million (Q4 2023 - net income of $3.9 million) and net income for the year ended December 31, 2024 was $339.3 million (year ended December 31, 2023 - net income of $28.9 million). The higher net income in Q4 2024 compared to Q4 2023 is mainly driven by higher income from mine operations, partially offset by fair value losses on foreign exchange contracts and higher finance expense in 2024.

The higher net income for the year ended December 31, 2024 compared to the same period in 2023 was mainly due to higher income from mine operations and an increase in other income, driven by a gain of $579.8 million on remeasurement of the previously held interest in Greenstone, net of cumulative foreign currency translation loss of $31.9 million reclassified to net income. The gain on remeasurement was partially offset by a related deferred tax expense of $181.9 million on remeasurement of the Company’s share of assets and liabilities of Greenstone held immediately before the business combination to their acquisition-date fair values. The increase in net income is partially offset by unfavorable changes in the fair values of the Company’s foreign exchange contracts and gold contract derivatives and an increase in finance expense.

In Q4 2024, adjusted EBITDA was $218.2 million (Q4 2023 - $95.3 million) and for the year ended December 31, 2024 was $458.2 million (year ended December 31, 2023 - $304.4 million). In Q4 2024, adjusted net income was $77.5 million (Q4 2023 - $2.4 million) and for the year ended December 31, 2024 was an adjusted net income of $96.7 million (year ended December 31, 2023 - $21.7 million).

The increase in adjusted EBITDA and adjusted net income in Q4 2024 was primarily due to higher income from mine operations as described above. The increase in adjusted net income is partially offset by higher finance expense.

The increase in adjusted EBITDA and adjusted net income for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to higher income from mine operations as described above and is partially offset by a $9.6 million realized gain on foreign exchange contracts (year ended December 31, 2023 - realized gain of $32.8 million) and a $23.5 million realized loss on gold contracts (year ended December 31, 2023 - realized gain of $0.8 million). The increase in adjusted net income in Q4 2024 and for the year ended December 31, 2024 is partially offset by the increase in finance expense in 2024 compared to 2023.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


2024 GUIDANCE COMPARISON

In February 2024, the Company published its 2024 production and cost guidance, which was subsequently updated to reflect the consolidation of its ownership of Greenstone and progress with the Greenstone ramp-up, the suspension of Phase 1 mining at Castle Mountain until Phase 2 permitting is complete, slower-than-expected recoveries at Mesquite, and the geotechnical event at Aurizona (“2024 Guidance”).

Production of 621,893 ounces of gold was within the 2024 Guidance range of 590,000 to 675,000 ounces of gold. Cash costs were higher than 2024 Guidance at $1,598 per oz compared to guidance of $1,450 to $1,550 per oz and AISC was within 2024 Guidance at $1,870 per oz compared to guidance of $1,820 to $1,920 per oz. 2024 Guidance and Actuals achieved at each mine are outlined below.


	2024 Actuals			2024 Guidance
	Production (oz)	Cash Costs ($/oz)(1)	AISC ($/oz)(1)	Production (oz)	Cash Costs ($/oz)(1)	AISC ($/oz)(1)
Canada
Greenstone(2)	111,717	$1,013	$1,145	110,000 - 130,000	$850 - $950	$1,050 - $1,150
USA
Mesquite	71,984	$1,259	$1,306	55,000 - 65,000	$1,345 - $1,445	$1,410 - $1,510
Castle Mountain(3)	20,511	$1,745	$1,920	15,000	1,718	1,942
Mexico
Los Filos	170,369	$1,920	$2,185	155,000 - 175,000	$1,785 - $1,885	$2,090 - $2,190
Brazil
Aurizona	71,624	$1,567	$2,233	70,000 - 80,000	$1,450 - $1,550	$2,175 - $2,275
Fazenda	62,382	$1,366	$1,647	65,000 - 70,000	$1,195 - $1,295	$1,560 - $1,660
Santa Luz	56,906	$1,951	$2,224	70,000 - 80,000	$1,495 - $1,595	$1,900 - $2,000
RDM	56,400	$1,415	$1,608	50,000 - 60,000	$1,260 - $1,360	$1,800 - $1,900
Total	621,893	$1,598	$1,870	590,000 - 675,000	$1,450 - $1,550	$1,820 - $1,920

(1)Cash costs per oz sold and AISC per oz sold are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.

(2)Greenstone gold production actuals and guidance includes ounces produced and expected to be produced, respectively, during the pre-commercial production and commercial production periods. Greenstone cash cost per oz and AISC per oz actuals and guidance are the actual costs and expected costs, respectively, of gold production after commercial production was achieved on November 6, 2024.

(3)Castle Mountain 2024 guidance reflects anticipated production and costs prior to the suspension of mining in Q3 2024. Castle Mountain cash cost per oz and AISC per oz 2024 actuals reflect costs to produce gold prior to the suspension of mining. Castle Mountain 2024 production actuals reflect gold production for the entirety of 2024.

Sustaining and Non-sustaining Expenditures(1)


	2024 Actuals				2024 Guidance
$ amounts in millions	Sustaining		Non-sustaining		Sustaining		Non-sustaining
Canada
Greenstone(3)	$	6	$	213	$	9	$	199
USA
Mesquite	3		41		5		60
Castle Mountain	4		4		3		4
Mexico
Los Filos	45		—		50		—
Brazil
Aurizona	49		5		58		11
Fazenda	18		11		25		3
Santa Luz	16		3		21		4
RDM	11		7		16		14
Total sustaining and non-sustaining expenditures(2)	$	152	$	284	$	187	$	295

(1)Sustaining and non-sustaining expenditures include exploration expense and capital expenditures. Sustaining and non-sustaining expenditures exclude non-cash additions including right-of-use asset additions, capitalized interest expense and capitalized depreciation expense. Sustaining capital expenditure is a non-IFRS measure. See Non-IFRS Measures and Cautionary Notes.

(2)Total sustaining capital expenditures for the year ended December 31, 2024 were $130.8 million. Total non-sustaining capital expenditures for the year ended December 31, 2024 were $247.7 million.

(3)For the year ended December 31, 2024, non-sustaining expenditures at Greenstone exclude capitalized interest of $84.1 million.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


2024 GUIDANCE COMPARISON (CONTINUED)

Sustaining expenditures for 2024 were $35 million lower compared to 2024 Guidance primarily due to a deferral in tailings storage facility (“TSF”) spend at Aurizona, less sustaining development at Fazenda, lower spend on tailings handling equipment at RDM, and lower TSF spend at Santa Luz.

Non-sustaining expenditures for 2024 were $20 million lower compared to 2024 Guidance primarily due to Mesquite, where an over-reconciliation of ore tonnes resulted in lower strip ratios and less waste being capitalized.


2025 GUIDANCE AND OUTLOOK

For 2025, the Company expects to produce 635,000 to 750,000 ounces of gold. Cash costs for 2025 are estimated at $1,075 to $1,175 per oz, with AISC of $1,455 to $1,550 per oz. Production and cash flow are expected to grow each quarter through 2025.

The Company is not issuing 2025 cost and production guidance for Los Filos. Continuing operations at Los Filos in 2025 is subject to the successful completion of new long-term agreements with three local communities. These new agreements are necessary to help ensure the long-term economic and investment viability of the mine, including the addition of a new 10,000 tpd carbon-in-leach (“CIL”) processing plant to increase recoveries from higher-grade ore. The Company and the three communities have held collaborative and open dialogue and reached consensus on terms for new agreements. Two communities have ratified and signed new long-term agreements; however, one community remains outstanding. If the Company is unable to satisfactorily complete these agreements with all three communities in the very near term, the Company will suspend operations at Los Filos indefinitely.


	Production (oz)	Cash Costs ($/oz)(1)(2)	AISC ($/oz)(1)(2)	Sustaining expenditures (M$)(3)	Non-sustaining expenditures (M$)(4)
Canada
Greenstone	300,000 - 350,000	$790 - $890	$1,045 - $1,145	$116	$35
USA
Mesquite	90,000 - 105,000	$1,235 - $1,335	$1,725 - $1,825	$51	$16



Brazil
Aurizona	70,000 - 90,000	$1,205 - $1,305	$1,855 - $1,955	$57	$29
Bahia Complex(6)	125,000 - 145,000	$1,360- $1,460	$1,845- $1,945	$70	$12
RDM	50,000 - 60,000	$1,615 - $1,715	$1,880 - $1,980	$15	$10
Total(5)	635,000 - 750,000	$1,075 - $1,175	$1,455 - $1,550	$310	$102

(1)Cash costs per oz sold and AISC per oz sold, are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.

(2)Exchange rates used to forecast 2025 cash cost and AISC per oz include a rate of BRL 5.25 to USD 1, CAD 1.34 to USD 1 and MXN 18.50 to USD 1.

(3)Sustaining expenditures include asset retirement obligation accretion and amortization, exploration expense and capital expenditures. Of the $310 million sustaining expenditures, $296 million is expected to be capital expenditures. Sustaining capital expenditure is a non-IFRS measure. See Non-IFRS Measures and Cautionary Notes.

(4)Non-sustaining expenditures include exploration expense and capital expenditures. Of the $102 million non-sustaining expenditures, $90 million is expected to be capital expenditures.

(5)Total is the sum of the individual mine-level amounts. Numbers may not sum due to rounding.

(6)The Bahia Complex reflects the anticipated merger of Santa Luz and Fazenda in 2025. See below for additional detail.

The Company’s primary operating focus for 2025 continues to be ramping up Greenstone to full capacity. For development activities, the Company is advancing engineering and permitting for the Castle Mountain Phase 2 expansion and plans to start underground portal development for the Aurizona underground expansion in late 2025.

Cash costs for 2025 reflect the life cycle stages of the assets in the Company’s portfolio and that consumables, labour and equipment costs are expected to face continued upward pressure throughout 2025. In addition, due to the recent strength of the United States Dollar (“USD”), the Brazilian Real (“BRL”), Canadian Dollar (“CAD”) and Mexican Peso (“MXN”) have underperformed compared to USD in 2023 and 2024, and management expects additional weakening in the BRL, CAD and MXN compared to USD throughout 2025.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


2025 GUIDANCE AND OUTLOOK (CONTINUED)

Sustaining expenditures in 2025 of $310 million includes investing: (i) $101 million in capitalized stripping programs, with the largest investments at Aurizona and Mesquite, (ii) $72 million in equipment costs, of which $52 million relates to fleet support processing improvements and production loaders at Greenstone, $12 million relates to equipment and components acquisition at Bahia Complex, and (iii) $66 million relates to tailings storage facility (“TSF”) lifts and maintenance at Greenstone, Aurizona, Bahia Complex and RDM. Non-sustaining expenditures in 2025 of $102 million includes investing: (i) $32 million for post construction costs at Greenstone including a new hydro substation, fleet equipment, a seventh genset in the power plant, and a new Ontario Provincial Police detachment building, and (ii) $23 million related to capitalized stripping programs at Mesquite and RDM.

Sustaining expenditures for 2025 include $14 million for exploration with a focus on reserve replacement across the portfolio. Non-sustaining expenditures include $14 million for step-out and regional exploration, primarily at Aurizona and in the Bahia Complex.

The Company plans to use increased cash flow from operations, coupled with high gold prices, to continue deleveraging its balance sheet, targeting approximately $200 million in debt repayment, including repayment of the 2020 Convertible Notes. Given normal seasonality of the Company’s operations and Greenstone ramp-up, this is expected to occur in the second half of the year. Should the 2020 Convertible Notes be converted to shares, total deleveraging will increase by approximately $140 million, as repayment funds will be redirected to other debt reduction. This proactive debt reduction strategy is expected to enhance financial flexibility and strengthen the Company’s capital structure, positioning it for long-term financial stability.

The Company is combining Fazenda and Santa Luz into a single reporting unit called the “Bahia Complex” effective in the first half of 2025. These two mines are in close geographic proximity and share management oversight, making this consolidation a strategic step to maximize synergies and cost efficiencies. Upon implementation, the Company expects to report production, cash costs, and AISC for the Bahia Complex on a combined basis.

On February 1, 2025, an executive order was signed by the President of the United States, which introduced tariffs on imports from countries including Canada and Mexico. In response, the Canadian government announced retaliatory tariffs on imports from the United States. Subsequently, all three countries postponed their previously announced tariffs. The Company believes its revenue structure will be largely unaffected by the tariffs. The Company is reviewing its exposure to the potential tariffs and alternatives to inputs sourced from suppliers that may be subject to the tariffs, if implemented. However, the majority of the Company’s cost structure relates to labour, contractors, energy and royalties in the countries in which it operates, and these items are not expected to be directly affected by any of the tariffs. While there is uncertainty as to whether the tariffs or retaliatory tariffs will be implemented, the quantum of such tariffs, the goods on which they may be applied and the ultimate effect on the Company’s supply chains, the Company will continue to monitor developments and may take steps to limit the impact of any tariffs as may be appropriate in the circumstances. The costs guidance set out above does not factor any potential impact from such tariffs.

The Company may revise guidance during the year to reflect changes to expected results.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


OPERATIONS

Greenstone, Ontario, Canada

Greenstone is an open-pit mine with a 9.8 million tonne per year carbon-in-pulp process plant located in Ontario, Canada. The Company acquired its initial 60% interest in Greenstone in April 2021 and construction was advanced as a joint operation with Orion holding the remaining 40% interest. On May 13, 2024, Equinox Gold acquired Orion’s 40% interest to fully consolidate ownership of Greenstone into Equinox Gold.

Operating and financial results for the three months and year ended December 31, 2024


		Three months ended			Year ended
Operating data	Unit	December 31, 2024	September 30, 2024	June 30, 2024	December 31, 2024
Ore mined	kt	3,145	2,038	1,276	7,108
Waste mined	kt	9,225	6,579	5,811	26,453
Open pit strip ratio	w:o	2.93	3.23	4.56	3.72
Tonnes processed	kt	1,643	1,319	725	3,687
Average gold grade processed	g/t	1.26	1.15	1.28	1.22
Recovery	%	82.0	78.6	88.0	82.1
Gold produced	oz	53,022	42,448	16,247	111,717
Gold sold	oz	56,413	43,747	10,358	110,518
Financial data


Revenue(2)	M$	148.3	106.1	23.9	278.3
Cash costs(1)	M$	58.7	40.7	7.8	107.2
Sustaining capital(1)	M$	5.3	—	—	5.3

Reclamation expenses	M$	0.3	0.4	0.1	0.8
Total AISC(1)	M$	64.3	41.1	7.9	113.3
AISC contribution margin(1)	M$	83.9	65.0	16.1	165.0

Non-sustaining expenditures	M$	21.1	65.0	74.0	212.9

Unit analysis
Realized gold price per oz sold	$/oz	2,629	2,425	2,312	2,518
Cash costs per oz sold(1)	$/oz	1,041	930	750	970
AISC per oz sold(1)	$/oz	1,141	938	762	1,025
Mining cost per tonne mined	$/t	2.66	3.09	0.91	1.97
Processing cost per tonne processed	$/t	15.68	12.03	3.84	12.05
G&A cost per tonne processed	$/t	7.04	8.80	4.88	7.24

(1)Cash costs, sustaining capital, AISC, AISC contribution margin, mine-site free cash flow, cash costs per oz sold and AISC per oz sold are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.

(2)Revenue is reported net of silver revenue.

Greenstone construction commenced in Q4 2021 and was substantially complete at the end of Q4 2023. Commissioning activities commenced in Q1 2024 and continued through Q3 2024. Ore was introduced into the system on April 6, 2024 and the first gold pour was achieved on schedule on May 22, 2024.

Ramp-up of the mine continued to progress through 2024, and on November 6, 2024, the Company announced Greenstone was in commercial production.

At December 31, 2024, the mine had moved more than 33.6 million tonnes of material and had more than 3.9 million tonnes of ore stockpiled. Plant throughput for the crushing and grinding circuits increased through the Quarter and averaged 20,400 tpd for the month of December 2024, representing 76% of design capacity. The crushing and grinding circuits have demonstrated operation at the full production rate of 27,000 tpd and gold recovery has reached daily highs over 90% and averaged 82% through the Quarter. Changes implemented in Q4 2024 to the cyclone feed pumps, wet screens and other areas are expected to meaningfully reduce plant downtime and increase overall plant availability.

Recoveries in 2024 reflect higher-than-planned solution tails grade, predominantly at higher throughputs, due to ineffective seating of certain valves in the carbon-in-pulp circuit. Greenstone determined that recalibration and replacement with a dart-style valve will be more effective and prevent pregnant solution losses to tailings. Valves were recalibrated in Q4 2024 and


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

replacement valves are expected to be installed in H1 2025. With these improvements underway, Greenstone expects to continue its ramp-up to achieve design recovery rates by mid-2025.

On October 1, 2024, Equinox Gold released an updated technical report that provided updated capital and operating costs and outlined a new mine plan with a larger pit, more Mineral Reserves and a longer mine life, producing an estimated 5.2 million ounces over Greenstone’s initial 15-year mine life. Production is expected to average 390,000 ounces per year for the first five years, and approximately 330,000 ounces per year life of mine.

Q4 2024 Analysis

Production

Greenstone production was higher for the three months ended December 31, 2024 compared to the three months ended September 30, 2024 due to the continued ramp up of operations, with 44% more material mined, 25% more ore processed, 9% higher ore grades and 4% higher recovery.

Mining unit costs were lower for the three months ended December 31, 2024 compared to the three months ended September 30, 2024 due to the ongoing ramp up of activities and higher volumes mined. Processing unit costs were higher for the three months ended December 31, 2024 compared to the three months ended September 30, 2024 due to work associated with plant optimizations. General and administrative unit costs were lower for the three months ended December 31, 2024 compared to the three months ended September 30, 2024 due to higher ore tonnes processed.

Cash costs per oz sold were higher for the three months ended December 31, 2024 compared to the three months ended September 30, 2024 due to higher processing costs. AISC per oz sold was higher for the three months ended December 31, 2024 compared to the previous period due to higher cash costs.

All expenditures prior to achieving commercial production on November 6, 2024 were classified as non-sustaining. As such, there were no sustaining capital expenditures during the first three quarters of the year. Sustaining capital expenditures for the three months ended December 31, 2024 was $5.3 million, primarily related to a TSF raise, buildings and other infrastructure. Non-sustaining expenditures for the three months and year ended December 31, 2024 were $21.1 million and $212.9 million, respectively, primarily related to initial capital, fleet leasing costs, buildings and other infrastructure.

For its first partial year of production, Greenstone achieved 2024 Guidance, with production of 111,717 oz compared to guidance of 110,000 - 130,000 oz of gold. Greenstone’s cash costs of $970 per oz was higher than guidance of $850 - $950 per oz and AISC of $1,025 per oz was lower than guidance of $1,050 - $1,150 per oz of gold sold.

Outlook

Greenstone production guidance for 2025 is 300,000 to 350,000 ounces of gold, with cash costs of $790 to $890 per oz and AISC of $1,045 to $1,145 per oz.

Sustaining expenditures at Greenstone of $116 million in 2025 include $35 million for a TSF raise, $52 million for fleet support, processing improvements and production loaders, and $20 million for a dewatering well, water management pond, waste rock storage areas, and back-up power. Non-sustaining expenditures of $35 million in 2025 relate primarily to purchasing an additional shovel and trucks, completing the relocated community electrical substation, installation of a seventh genset in the power plant, and completing the Ontario Provincial Police detachment construction.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

Mesquite Gold Mine, California, USA

Mesquite is an open pit, run-of-mine (“ROM”) heap leach gold mine located in Imperial County, California. Mesquite has been operating since 1986.

Operating and financial results for the three months and year ended December 31, 2024


		Three months ended			Year ended
Operating data	Unit	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Ore mined and stacked on leach pad	kt	—	1,535	3,844	6,681	16,988
Waste mined	kt	13,348	12,198	8,067	49,076	34,119
Open pit strip ratio	w:o	—	7.95	2.10	7.35	2.01
Average gold grade stacked to leach pad	g/t	—	0.33	0.52	0.33	0.45
Gold produced	oz	17,129	15,223	25,923	71,984	87,753
Gold sold	oz	17,273	15,018	24,190	73,664	85,987
Financial data


Revenue(2)	M$	45.5	37.6	48.6	173.1	167.9
Cash costs(1)	M$	23.1	20.3	25.9	92.7	95.1
Sustaining capital(1)	M$	0.2	0.4	0.1	0.6	10.7

Reclamation expenses	M$	0.7	0.6	(0.1)	2.8	1.8
Total AISC(1)	M$	24.0	21.3	25.9	96.1	107.6
AISC contribution margin(1)	M$	21.4	16.3	22.7	76.9	60.4
Non-sustaining expenditures	M$	22.7	11.2	5.9	41.1	17.2

Unit analysis
Realized gold price per oz sold	$/oz	2,634	2,504	2,009	2,350	1,953
Cash costs per oz sold(1)	$/oz	1,337	1,354	1,070	1,259	1,105
AISC per oz sold(1)	$/oz	1,392	1,421	1,068	1,306	1,251
Mining cost per tonne mined	$/t	1.71	1.49	1.91	1.47	1.66
Processing cost per tonne processed	$/t	—	7.16	3.85	6.82	3.01
G&A cost per tonne processed	$/t	—	2.96	1.39	2.91	0.96

(2)Revenue is reported net of silver revenue.

Q4 2024 Analysis

Production

Production was lower in the three months and year ended December 31, 2024 compared to the same periods in 2023 as mining activity in 2024 has been predominantly focused on waste stripping in the Ginger pit, with the majority of ore coming from other mineralized waste and ancillary ore sources, whereas in 2023 significant ore was mined from Vista East pit starting in Q2 2023. The Ginger pit strip program is expected to provide access to ore in H1 2025. Total tonnes mined in Q4 2024 were 12% higher compared to Q4 2023 while no ore tonnes were mined in Q4 2024 due to the phase of mining Ginger pit being entirely waste stripping. Total tonnes mined for the year ended December 31, 2024 were 9% higher compared to the same period in 2023, while ore tonnes mined were 61% lower and the strip ratio was 266% higher, reflecting the waste stripping campaign in the Ginger pit. Waste hauls are generally shorter than ore hauls, enabling more tonnes to be moved.

Mining unit costs were lower for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to lower diesel prices and increased strip ratios, resulting in more waste hauls which are less costly than ore hauls due to the shorter distance required. Processing and general and administration unit costs were higher for the three months and year ended December 31, 2024 compared to the same periods in 2023 due primarily to the impact of fewer tonnes stacked in 2024.

Cash costs per oz sold were higher for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to the impact of fewer recoverable ounces stacked on the heap leach pad in 2024. AISC per oz sold was higher for the three months and year ended December 31, 2024 due to the impact of higher cash costs per oz sold offset partially by lower sustaining capital for 2024, as Ginger capital stripping was classified as non-sustaining.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

Sustaining capital expenditures for the three months and year ended December 31, 2024 were $0.2 million and $0.6 million, respectively, primarily related to infrastructure. Non-sustaining expenditures for the three months and year ended December 31, 2024 were $22.7 million and $41.1 million, respectively, primarily related to capitalized stripping in the Ginger pit and the final lease payments for haul trucks.

For production, Mesquite exceeded 2024 Guidance, with production of 71,984 ounces compared to production guidance of 55,000 to 65,000 ounces of gold. Mesquite’s costs were lower than 2024 Guidance, with cash costs of $1,259 per oz compared to guidance of $1,345 to $1,445 per oz and AISC of $1,306 per oz compared to guidance of $1,410 to $1,510 per oz, driven by additional ore mined due to positive reconciliations and a change in the mine plan which provided access to additional ore and commencement of mining the Ginger pit in Q4 2024.

Mesquite sustaining expenditures were lower than 2024 Guidance due to lower spend on equipment and infrastructure. Non-sustaining expenditures were lower than 2024 Guidance with lower capitalized stripping as the Ginger pit over-reconciled for ore tonnes, meaning lower strip ratios and less capitalized waste tonnes.

Exploration and Development

No exploration drilling was completed at Mesquite in Q4 2024. Results from the 4,970 metre (“m”) step-out reverse circulation (“RC”) drill program completed in Q2 2024 designed to test for extensions of the Ginger deposit were incorporated into an updated geological model. Geological mapping of the main open pits continues. Exploration expenditures at Mesquite for the year ended December 31, 2024 were $1.2 million.

Outlook

Mesquite production guidance for 2025 is 90,000 to 105,000 ounces of gold, with approximately 70% of production expected in the second half of the year. Cost guidance for 2025 is cash cost of $1,235 to $1,335 per oz and AISC of $1,725 to $1,825 per oz. Sustaining expenditures of $51 million primarily relate to capitalized stripping of the Brownie phase 4 and Big Chief 8 pits. Non-sustaining expenditures of $16 million primarily relate to capitalized waste stripping of the Ginger pit.

Mesquite’s 2025 production is predominantly from accessing the Ginger pit which is expected to yield ore in H1 2025. Brownie phase 4, Rainbow North and Big Chief 8 pits waste stripping campaigns will be performed throughout 2025 to provide ore for 2026.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

Los Filos Gold Mine, Guerrero, Mexico

Los Filos is located in Guerrero State, Mexico, and commenced production in 2008. Mining operations in 2024 involved three open pits (Los Filos, Bermejal and Guadalupe) and one underground mine (Los Filos). Crushed and run-of-mine ore from the various deposits is processed by heap leaching.

Operating and financial results for the three months and year ended December 31, 2024


		Three months ended			Year ended
Operating data	Unit	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Ore mined - open pit	kt	3,395	3,054	1,307	9,633	9,092
Waste mined - open pit	kt	7,948	8,243	7,411	35,081	39,789
Open pit strip ratio	w:o	2.34	2.70	5.67	3.64	4.38
Average open pit gold grade	g/t	0.60	0.64	1.21	0.63	0.86
Ore mined - underground	kt	238	222	125	809	461
Average underground gold grade	g/t	2.57	3.14	3.26	2.81	3.22
Tonnes processed	kt	3,812	3,253	1,488	10,566	9,702

Gold produced	oz	60,521	48,462	42,210	170,369	159,071
Gold sold	oz	58,321	49,880	39,474	169,556	157,586
Financial data


Revenue(2)	M$	153.4	122.6	78.2	410.8	305.0
Cash costs(1)	M$	112.1	98.3	65.2	325.5	260.8
Sustaining capital(1)	M$	6.4	8.0	16.1	40.9	33.8
Sustaining lease payments	M$	0.2	0.2	—	0.7	0.2
Sustaining exploration expenditures	M$	0.1	0.1	—	0.5	—
Reclamation expenses	M$	0.8	0.7	0.7	2.9	3.0
Total AISC(1)	M$	119.6	107.4	82.0	370.5	297.9
AISC contribution margin(1)	M$	33.8	15.2	(3.8)	40.4	7.1
Care and maintenance	M$	—	—	—	—	0.3
Non-sustaining expenditures	M$	—	—	0.2	—	0.7

Unit analysis
Realized gold price per oz sold	$/oz	2,630	2,458	1,982	2,423	1,935
Cash costs per oz sold(1)	$/oz	1,922	1,972	1,651	1,920	1,655
AISC per oz sold(1)	$/oz	2,051	2,153	2,078	2,185	1,890
Mining cost per tonne mined - open pit	$/t	1.94	1.93	2.65	1.93	2.08
Mining cost per tonne mined - underground	$/t	110.99	105.73	110.34	103.51	117.81
Processing cost per tonne processed	$/t	7.55	7.42	17.80	7.54	10.14
G&A cost per tonne processed	$/t	2.73	2.59	7.54	2.84	4.02

(1)Cash costs, sustaining capital, AISC, AISC contribution margin, mine-site free cash flow, cash costs per oz sold, and AISC per oz sold are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.

(2)Revenue is reported net of silver revenue.

Q4 2024 Analysis

Production

Production was higher for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to an increase in ore tonnes mined and a drawdown in 2024 of ounces in heap leach inventory accumulated to the end of 2023.

Open pit mining unit costs for the three months and year ended December 31, 2024 were lower compared to the same periods in 2023 with lower diesel costs and the impact of the weakening MXP compared to the USD, which was 17% and 3% lower for the quarter and year, respectively, compared to the same periods in 2023. Underground mining unit costs were in line for the three months and decreased for the year ended December 31, 2024 compared to the same periods in 2023. In Q1 2023, underground mining unit costs were higher due to the higher-cost of the Bermejal underground mine, while for full-


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

year 2024 unit costs decreased due to optimization efforts and an increase in underground ore being mined from the lower-cost Los Filos underground mine.

Processing unit costs decreased for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to the impact of the crusher and conveyor being offline for much of Q1 2024, as planned. As a result of the crusher and conveyor being offline, the site reprocessed 2.9 million tonnes of leach pad material which has a lower unit cost than primary crush and agglomeration. Additionally 9% more ore tonnes were processed in 2024 than the prior year and higher volumes average down the fixed costs of processing. General and administration unit costs decreased for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to an increase in ore tonnes processed. Total general and administration costs are consistent with prior period costs.

Cash costs per oz sold were higher for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to lower ore grades processed in 2024 and the impact of fewer recoverable ounces stacked in the first half of 2024 (i.e. more tonnes stacked and processed to achieve a similar level of production). For Q4 2024, AISC per oz sold was less than Q4 2023 due to 48% more ounces sold in the period. AISC per oz sold increased for the year ended December 31, 2024 compared to the prior year predominantly due to the higher cash costs per oz sold.

Sustaining capital expenditures for the three months and year ended December 31, 2024 were $6.4 million and $40.9 million, respectively, primarily related to Guadalupe and Los Filos open pit capitalized stripping, Los Filos underground development and processing infrastructure. No non-sustaining expenditures were incurred at Los Filos for 2024.

For production, Los Filos achieved 2024 Guidance, with production of 170,369 ounces of gold compared to production guidance of 155,000 to 175,000 ounces. For costs, Los Filos was marginally over cash costs guidance with cash costs of $1,920 per oz compared to guidance of $1,785 to $1,885 per oz and achieved AISC guidance with AISC of $2,185 per oz compared to guidance of $2,090 to $2,190 per oz.

Exploration and Development

Exploration drilling at Los Filos was concluded early in Q4 2024 and included 402 m of infill core drilling in the Guadalupe open pit. Drilling for the year totalled 11,300 m representing 105% of the originally planned 2024 drilling. Exploration expenditures at Los Filos for the three months and year ended December 31, 2024 were $0.8 million and $5.6 million, respectively.

Outlook

The Company is not issuing 2025 cost and production guidance for Los Filos. 2025 operations at Los Filos is subject to the successful completion of new long-term agreements with three local communities. These new agreements are necessary to help ensure the long-term economic and investment viability of the mine, including the addition of a new 10,000 tpd CIL processing plant to increase recoveries from higher-grade ore. The Company and the three communities have held a collaborative and open dialogue process and have reached consensus on terms for new agreements. Two communities have ratified and signed new long-term agreements; however, one community remains outstanding. If the Company is unable to satisfactorily complete these agreements with all three communities in the very near term, the Company will suspend operations at Los Filos indefinitely.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

Aurizona Gold Mine, Maranhão, Brazil

Aurizona is an open pit gold mine located in northeastern Brazil that commenced production in Q3 2019. Ore from a number of open pits is processed in an 8,000 tpd CIL plant. The Company is advancing permitting, exploration and studies related to an expansion that is expected to extend the mine life and increase annual gold production with development of an underground mine and satellite open pit deposits that would operate concurrently with the existing open pit mine.

Operating and financial results for the three months and year ended December 31, 2024


		Three months ended			Year ended
Operating data	Unit	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Ore mined	kt	1,029	798	1,453	2,039	3,750
Waste mined	kt	11,485	7,568	5,347	25,073	20,805
Open pit strip ratio	w:o	11.16	9.48	3.68	12.30	5.55
Tonnes processed	kt	938	690	812	2,562	3,390
Average gold grade processed	g/t	0.90	0.97	1.44	0.96	1.22
Recovery	%	89.2	90.8	90.1	90.0	90.3
Gold produced	oz	24,277	17,181	34,104	71,624	120,626
Gold sold	oz	24,520	16,334	33,638	72,895	120,164
Financial data


Revenue(2)	M$	64.8	40.7	65.9	173.8	233.3
Cash costs(1)	M$	37.4	24.6	30.7	114.2	128.3
Sustaining capital(1)	M$	16.4	9.6	11.6	45.2	41.6
Sustaining lease payments	M$	0.3	0.4	0.5	1.6	1.9
Reclamation expenses	M$	0.5	0.4	0.4	1.7	1.3
Total AISC(1)	M$	54.6	35.0	43.2	162.7	173.1
AISC contribution margin(1)	M$	10.1	5.6	22.8	11.0	60.2
Non-sustaining expenditures	M$	0.9	0.9	3.5	4.6	8.3

Unit analysis
Realized gold price per oz sold	$/oz	2,641	2,489	1,960	2,384	1,941
Cash costs per oz sold(1)	$/oz	1,525	1,503	913	1,567	1,068
AISC per oz sold(1)	$/oz	2,229	2,145	1,283	2,233	1,440
Mining cost per tonne mined	$/t	2.14	2.48	3.32	2.58	3.17
Processing cost per tonne processed	$/t	9.71	12.30	12.68	12.79	12.24
G&A cost per tonne processed	$/t	4.16	5.59	5.30	6.15	5.16

(2)Revenue is reported net of silver revenue.

Q4 2024 Analysis

Production

In late March 2024, due to persistent heavy rains in Maranhão, Brazil, there was a displacement of material in two locations in the south wall of the Piaba pit. As a result of this geotechnical event, access to the Piaba pit was restricted and mining of Piaba was suspended while the Company implemented a remediation plan to ensure safe mining of the pit.

After the geotechnical event, milling and gold production continued from the existing ore stockpile until the end of April 2024. During Q2 2024, the plant was idle for eight weeks while mining transitioned to the Tatajuba deposit, from which mining was originally planned for Q4 2024. In May 2024, mining commenced at the Tatajuba open pit and the plant was restarted in July 2024. Tatajuba provided most of the ore feed for the remainder of 2024; mining of the upper portion of the Piaba pit recommenced in November 2024 and ore was also sourced from the smaller Boa Esperança pit.

Production was lower for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to the suspension of mining the Piaba pit, the plant being idle for May and June, and the impact of mining lower grade ore from the Tatajuba and Boa Esperança pits.

Mining unit costs were lower in the three months and year ended December 31, 2024 compared to the same periods in 2023 due to lower diesel prices and lower costs associated with mining in the Tatajuba and Boa Esperança pits due to softer ore


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

and easier to mine nature of the ore, higher positions in the pits and lower contractor rates. The weakening of the BRL also contributed to lower mining costs. Processing unit costs were lower for Q4 2024 compared to Q4 2023 principally due to higher volumes of ore processed and softer ore. Processing unit costs increased for the year ended December 31, 2024 compared to the prior year due to lower volumes of ore processed overall. General and administrative unit costs were lower for Q4 2024 compared to Q4 2023, primarily due to higher volumes of ore processed, and higher for the year ended December 31, 2024 compared to the same period in 2023 due to lower volumes of ore processed.

Higher cash costs and AISC per oz sold for the three months and year ended December 31, 2024 compared to the same periods in 2023, were driven by lower gold sales in 2024 which result from the impact of a partial suspension of operations beginning in April 2024. Additionally, cash costs and AISC per oz sold for 2024 were impacted by costs incurred and accrued associated with remediation work associated with the geotechnical event of approximately $70 per ounce and costs incurred while the plant was idle and operating below normal levels of approximately $95 per ounce.

Sustaining capital expenditures for the three months and year ended December 31, 2024 were $16.4 million and $45.2 million, respectively, primarily related to capitalized stripping. Non-sustaining expenditures for the three months and year ended December 31, 2024 were $0.9 million and $4.6 million, respectively, primarily related to engineering studies for the portal and decline for underground development and drilling.

For production, Aurizona achieved 2024 Guidance, with production of 71,624 ounces compared to production guidance of 70,000 to 80,000 ounces of gold. For costs, Aurizona did not achieve 2024 Guidance with cash costs of $1,567 per oz compared to guidance of $1,450 to $1,550 per oz and AISC of $2,233 per oz compared to guidance of $2,175 to $2,275 per oz.

Aurizona sustaining and non-sustaining expenditures were lower than 2024 Guidance due to the postponement of TSF work following the geotechnical event and slower underground engineering and construction spend.

Exploration and Development

Exploration drilling activities continued in Q4 2024 with the primary focus on high potential regional targets. A total of 3,478 m of core drilling was carried out on regional exploration targets during the Quarter, bringing the 2024 total for regional drilling to 10,049 m. Drilling during Q4 2024 also included 300 m of resource delineation of the western extension of the Tatajuba deposit bringing the year-to-date total to 3,778 m. Exploration expenditures at Aurizona for the three months and year ended December 31, 2024 were $0.3 million and $1.3 million, respectively.

Outlook

The Aurizona mine plan was modified as a result of the geotechnical event, with continued access restrictions to certain areas of the Piaba open pit, during the rainy season. Production guidance for 2025 is 70,000 to 90,000 ounces of gold, with cash costs of $1,205 to $1,305 per oz and AISC of $1,855 to $1,955 per oz.

Sustaining expenditures at Aurizona of $57 million in 2025 include $33 million in capitalized stripping and $16 million for Vene 2 TSF expansion. Non-sustaining expenditures at Aurizona of $29 million in 2025 primarily relate to underground development.

The Company is advancing plans for the development of the Piaba underground portal and ramp in late 2025, as discussed in the Development Projects section.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

Fazenda Gold Mine, Bahia, Brazil

Fazenda is located in Bahia State, Brazil and has been in operation since 1984. Fazenda is primarily an underground operation complemented with production from several small open pits. A new mine plan will see an increased contribution of ore from a larger open pit while underground mining continues.

Operating and financial results for the three months and year ended December 31, 2024


		Three months ended			Year ended
Operating data	Unit	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Ore mined - open pit	kt	132	141	118	538	554
Waste mined - open pit	kt	1,960	1,701	989	6,661	5,168
Open pit strip ratio	w:o	14.87	12.08	8.36	12.38	9.34
Average open pit gold grade	g/t	1.30	1.14	1.18	1.20	1.37
Ore mined - underground	kt	257	219	262	780	854
Average underground gold grade	g/t	2.06	1.55	1.88	1.81	1.78
Ore mined - total	kt	389	360	380	1,318	1,407
Tonnes processed	kt	374	377	369	1,477	1,429
Average gold grade processed	g/t	1.80	1.37	1.68	1.47	1.61
Recovery	%	91.1	90.3	89.7	90.6	90.2
Gold produced	oz	18,522	15,280	17,708	62,382	66,375
Gold sold	oz	19,055	15,464	17,273	63,221	66,120
Financial data


Revenue(2)	M$	50.5	38.2	34.1	152.1	127.8
Cash costs(1)	M$	19.4	23.4	21.3	86.4	81.3
Sustaining capital(1)	M$	3.7	4.2	5.5	15.0	12.2
Sustaining lease payments	M$	0.6	0.6	0.4	2.1	1.5
Reclamation expenses	M$	0.1	0.1	0.2	0.6	0.7
Total AISC(1)	M$	23.8	28.3	27.4	104.1	95.7
AISC contribution margin(1)	M$	26.6	9.9	6.7	48.0	32.0
Non-sustaining expenditures	M$	3.1	2.7	2.8	10.6	10.9

Unit analysis
Realized gold price per oz sold	$/oz	2,648	2,472	1,977	2,406	1,932
Cash costs per oz sold(1)	$/oz	1,019	1,512	1,234	1,366	1,230
AISC per oz sold(1)	$/oz	1,251	1,831	1,588	1,647	1,448
Mining cost per tonne mined - open pit	$/t	2.11	2.22	2.39	2.26	2.45
Mining cost per tonne mined - underground	$/t	28.06	31.79	33.58	33.81	33.41
Processing cost per tonne processed	$/t	11.62	13.63	14.06	12.76	14.49
G&A cost per tonne processed	$/t	7.99	7.96	7.69	7.55	6.75

(2)Revenue is reported net of silver revenue.

Q4 2024 Analysis

Production

Production was higher in Q4 2024 compared to Q4 2023 with higher grades from open pit and underground mining as ongoing development improved access to higher grade areas. Production was lower for the year ended December 31, 2024 compared to the same period in 2023 mainly due to lower grades from open pit mining driven by mine sequencing, and lower underground tonnes mined as the result of slow development rates. Mine development rates improved in Q4 2024 as a result of additional mining equipment brought onsite at the beginning of Q3 2024.

Open pit mining unit costs for the three months and year ended December 31, 2024 were lower compared to the same periods in 2023 due to higher tonnes moved in 2024. 2024 costs also benefited from the weakening of the BRL against the USD. Underground mining unit costs were lower in the three months ended December 31, 2024 compared to the same


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

period in 2023 due to weakening of the BRL and lower maintenance and consumables costs. Underground mining unit costs for the year ended December 31, 2024 were consistent with the same period in 2023 as the impact of increased labour costs and fewer underground ore tonnes mined were offset by the weakening of the BRL against the USD. Additional equipment was brought onsite at the beginning of Q3 2024, which increased underground production volumes. Processing unit costs were lower in the three months and year ended December 31, 2024 compared to the same periods in 2023 primarily due to weakening of the BRL, lower consumables and power costs, and the impact of more ore tonnes processed. General and administration unit costs increased for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to additional consulting, shared costs and increased labour costs.

Cash costs per oz sold were lower in Q4 2024 compared to Q4 2023 reflecting the benefit of additional mining equipment brought onsite at the beginning of Q3 2024 and the weaker BRL. Cash costs per oz sold were higher for the year ended December 31, 2024 compared with the same period in 2023 due to lower mining rates and lower grades processed in 2024 compared to 2023. AISC per oz sold were lower in Q4 2024 compared to Q4 2023 reflecting the lower cash costs per oz sold. AISC per oz sold were higher for the year ended December 31, 2024 compared to the same period in 2023 due to higher cash costs per oz sold, as well as higher sustaining capital spend.

Sustaining capital expenditures for the three months and year ended December 31, 2024 were $3.7 million and $15.0 million, respectively, primarily related to mobile equipment, underground development, and capital stripping. Non-sustaining expenditures for the three months and year ended December 31, 2024 were $3.1 million and $10.6 million, respectively, primarily related to exploration drilling and underground development.

Fazenda’s production was lower than 2024 Guidance, with production of 62,382 ounces of gold compared to guidance of 65,000 to 70,000 ounces of gold due to lower mining volumes in the first half of the year. Fazenda did not achieve 2024 Guidance for cash costs with a result of $1,366 per oz compared to guidance of $1,195 to $1,295 per oz but achieved 2024 Guidance with AISC of $1,647 per oz compared to guidance of $1,560 to $1,660 per oz.

Fazenda’s sustaining expenditures were lower than 2024 Guidance due to lower sustaining mine development. Non-sustaining expenditures were higher than 2024 Guidance due to additional non-sustaining mine development and exploration.

In February 2025, the Company Issued an updated Mineral Reserve and Resource estimate, effective June 30, 2024, for Fazenda that supports an extension in Fazenda’s mine life to 2033. The updated Mineral Reserve and Resource estimate reflects a 142% increase in Mineral Reserves to 763 thousand ounces of contained gold and a 418% increase in Mineral Resources to 1.524 million ounces of contained gold, exclusive of Mineral Reserves and net of Mineral Resource conversion.

Exploration and Development

During the Quarter, the Company drilled 17,269 m of core focused on Mineral Reserve replacement in the immediate underground mine area, bringing the year-to-date total to 63,785 m. Surface exploration drilling for the year included 6,896 m of core drilling and was completed during Q3 2024. Exploration expenditures at Fazenda for the three months and year ended December 31, 2024 were $2.2 million and $8.4 million, respectively.

Outlook

In 2025, the focus at Fazenda is on development of the larger, CLX open pit.

Fazenda is part of the Bahia Complex. Bahia Complex production guidance for 2025 is 125,000 to 145,000 ounces of gold, with cash costs of $1,360 to $1,460 per oz and AISC of $1,845 to $1,945 per oz.

Sustaining expenditures at Bahia Complex of $70 million in 2025 primarily relate to $22 million for capitalized stripping, $12 million for the acquisition of equipment and components, $8 million for exploration, $4 million for infrastructure and vegetation clearing, $9 million for a TSF raise, and $4 million for underground development. Non-sustaining expenditures of $12 million in 2025 relate primarily to underground development and exploration.

Sustaining expenditures for 2025 include $8 million for exploration with a focus on reserve replacement. Non-sustaining expenditures include $9 million for step-out and regional exploration.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

Santa Luz Gold Mine, Bahia, Brazil

Santa Luz is an open pit gold mine located in Bahia State, Brazil. Santa Luz uses a resin-in-leach (“RIL”) process to recover gold from carbonaceous ores.

Operating and financial results for the three months and year ended December 31, 2024


		Three months ended			Year ended
Operating data	Unit	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Ore mined	kt	877	361	678	2,091	2,326
Waste mined	kt	2,608	3,410	1,323	11,522	8,303
Open pit strip ratio	w:o	2.97	9.44	1.95	5.51	3.57
Tonnes processed	kt	604	653	536	2,301	2,200
Average gold grade processed	g/t	1.27	1.29	1.17	1.27	1.25
Recovery	%	63.5	58.3	61.7	59.2	64.7
Gold produced	oz	14,793	16,650	12,044	56,906	57,182
Gold sold	oz	15,478	16,266	12,132	56,984	56,696
Financial data


Revenue(2)	M$	41.0	40.3	24.2	137.5	110.0
Cash costs(1)	M$	28.2	31.7	25.4	111.2	95.3
Sustaining capital(1)	M$	0.3	3.7	3.3	13.8	7.2
Sustaining lease payments	M$	0.2	0.1	0.1	0.5	0.4
Reclamation expenses	M$	0.3	0.3	0.2	1.3	1.0
Total AISC(1)	M$	29.0	35.8	29.0	126.8	103.9
AISC contribution margin(1)	M$	12.1	4.4	(4.8)	10.8	6.0

Non-sustaining expenditures	M$	0.4	0.3	0.6	3.1	3.0

Unit analysis
Realized gold price per oz sold	$/oz	2,652	2,476	1,993	2,412	1,940
Cash costs per oz sold(1)	$/oz	1,820	1,949	2,092	1,951	1,681
AISC per oz sold(1)	$/oz	1,868	2,203	2,392	2,224	1,834
Mining cost per tonne mined	$/t	2.99	3.00	3.45	3.03	3.25
Processing cost per tonne processed	$/t	21.35	22.03	25.84	23.86	23.79
G&A cost per tonne processed	$/t	5.08	5.26	5.66	4.82	5.02

(2)Revenue is reported net of silver revenue.

Q4 2024 Analysis

Production

Production was higher for Q4 2024 compared to Q4 2023 due to higher ore volumes processed and higher grades in Q4 2024. Production for the year ended December 31, 2024 was consistent with the same period in 2023 as the impact of an increase in the volume of ore processed was offset by lower recoveries in 2024. Processing challenges were encountered in 2024 which resulted in an increase in plant downtime related to modifications for the detox, adsorption/desorption/recovery (“ADR”) and electrowinning circuits. The team continues to work through planned optimization initiatives. Installation of a new trunnion on the SAG mill has enabled higher throughput in spite of additional plant downtime in Q3 2024.

Mining unit costs were lower for the three months and year ended December 31, 2024 compared to the same periods in 2023 primarily due to the impact of a weakening of the BRL. Processing unit costs were lower for Q4 2024 compared to Q4 2023 due to the impact of the BRL. Processing unit costs were in line for the year ended December 31, 2024 compared to the same period in 2023 due to an increase in consumables and maintenance costs being offset by a weakening BRL. General and administration unit costs were lower for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to higher tonnes processed.

Cash costs per oz sold were lower for Q4 2024 compared to Q4 2023 due to higher gold production. Cash costs per oz sold were higher for the year ended December 31, 2024 compared to the same period in 2023 principally due to lower recoveries and a higher strip ratio in 2024. AISC per oz sold was lower for Q4 2024 compared to Q4 2023 due to higher gold


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

production, and higher for the year ended December 31, 2024 compared to the same period in 2023 principally due to higher cash costs per oz sold, in addition to higher sustaining capital spend driven by higher capitalized stripping and equipment spend.

Sustaining capital expenditures for the three months and year ended December 31, 2024 were $0.3 million and $13.8 million, respectively, primarily related to capitalized waste stripping, a TSF liner installation and processing equipment for the desliming circuit project. Non-sustaining expenditures for the three months and year ended December 31, 2024 were $0.4 million and $3.1 million, respectively, primarily related to exploration.

For production, Santa Luz did not achieve 2024 Guidance due to lower recoveries, with production of 56,906 ounces compared to production guidance of 70,000 - 80,000 ounces of gold. Santa Luz’s costs were higher than 2024 Guidance with cash costs of $1,951 per oz compared to guidance of $1,495 to $1,595 per oz and AISC of $2,224 per oz compared to guidance of $1,900 to $2,000 per oz.

Santa Luz sustaining expenditures were lower than 2024 Guidance due to the deferral of TSF-related work.

Exploration and Development

The planned 2024 exploration drilling programs at Santa Luz were completed during Q3 2024. A total of 8,270 m of drilling, including 5,147 m of RC and 3,123 m of core, was carried out focused on several high-priority regional targets. Exploration expenditures at Santa Luz for the three months and the year ended December 31, 2024 were $0.4 million and $3.1 million, respectively.

Outlook

In 2025, the focus at Santa Luz is on improving the steady-state throughput of the plant to achieve and maintain a design capacity of 2.7 million tonnes per annum. Recoveries for 2025 are planned at 64%.

Santa Luz is part of the Bahia Complex. Bahia Complex production guidance for 2025 is 125,000 to 145,000 ounces of gold, with cash costs of $1,360 to $1,460 per oz and AISC of $1,845 to $1,945 per oz.

Sustaining expenditures at Bahia Complex of $70 million in 2025 primarily relate to $22 million for capitalized stripping, $12 million for the acquisition of equipment and components, $8 million for exploration, $4 million for infrastructure and vegetation clearing, $9 million for a TSF raise and $4 million for underground development. Non-sustaining expenditures of $12 million in 2025 relate primarily to underground development and exploration.

Sustaining expenditures for 2025 include $8 million for exploration with a focus on reserve replacement. Non-sustaining expenditures include $9 million for step-out and regional exploration.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

RDM Gold Mine, Minas Gerais, Brazil

RDM is located in Minas Gerais State, Brazil and commenced production in early 2014 as a conventional open-pit operation.

Operating and financial results for the three months and year ended December 31, 2024


		Three months ended			Year ended
Operating data	Unit	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Ore mined	kt	1,022	738	849	2,291	2,003
Waste mined	kt	2,662	4,295	1,891	12,052	9,197
Open pit strip ratio	w:o	2.60	5.82	2.23	5.26	4.59
Ore rehandled	kt	0	16	57	380	715
Tonnes processed	kt	728	683	684	2,621	2,400
Average gold grade processed	g/t	0.99	0.82	0.90	0.79	0.78
Recovery	%	87.9	84.4	88.1	86.7	87.2
Gold produced	oz	21,320	13,472	16,994	56,400	52,614
Gold sold	oz	22,240	11,998	17,177	56,232	52,092
Financial data


Revenue(2)	M$	58.8	29.5	34.0	136.6	101.4
Cash costs(1)	M$	27.1	16.4	18.8	79.6	62.4
Sustaining capital(1)	M$	1.6	4.9	3.3	8.7	11.2
Sustaining lease payments	M$	0.3	0.2	2.5	1.1	9.5
Reclamation expenses	M$	0.3	0.3	0.3	1.1	0.9
Total AISC(1)	M$	29.3	21.8	24.9	90.5	84.0
AISC contribution margin(1)	M$	29.5	7.7	9.1	46.2	17.4
Care and maintenance	M$	—	—	—	—	1.0
Non-sustaining expenditures	M$	—	0.7	—	6.9	—

Unit analysis
Realized gold price per oz sold	$/oz	2,644	2,455	1,980	2,429	1,946
Cash costs per oz sold(1)	$/oz	1,220	1,367	1,097	1,415	1,199
AISC per oz sold(1)	$/oz	1,318	1,817	1,453	1,608	1,612
Mining cost per tonne mined	$/t	3.09	2.44	2.88	2.87	2.28
Processing cost per tonne processed	$/t	14.07	11.96	12.18	12.48	12.18
G&A cost per tonne processed	$/t	3.88	3.53	3.62	3.66	3.35

(2)Revenue is reported net of silver revenue.

Q4 2024 Analysis

Production

Production increased in the three months and year ended December 31, 2024 compared to the same periods in 2023 since a permit required for access to higher grade material for processing was received in early October 2024.

Mining unit costs were higher for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to higher mining equipment rental rates and costs associated with the mobilization of new mining equipment. Total tonnes moved increased 28% in the year ended December 31, 2024 compared to the same period in 2023 driven by higher productivity with the rental of new mining equipment after replacement of the previous rental and owner-operated fleet. Processing unit costs were higher for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to costs associated with the management of dry stack tailings that commenced in 2024. General and administration unit costs were higher for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to higher consulting fees and shared regional costs, which are allocated to Brazilian operations based on revenue.

Cash costs per oz sold were higher for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to the additional cost of tailings haulage to the new dry stack tailings storage facility. AISC per oz sold was lower


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

for the three months and year ended December 31, 2024 due to increased gold production, reduced tailings dam related costs and weakening of the BRL compared to the USD.

Sustaining capital expenditures for the three months and year ended December 31, 2024 were $1.6 million and $8.7 million, respectively, primarily related to rental of mining equipment. Non-sustaining expenditures for the year ended December 31, 2024 of $6.9 million primarily related to capitalized stripping.

For production, RDM achieved 2024 Guidance, with production of 56,400 ounces compared to production guidance of 50,000 to 60,000 ounces of gold. RDM’s cash costs were higher than 2024 Guidance with cash costs of $1,415 per oz compared to guidance of $1,260 to $1,360. AISC of $1,608 per oz was lower than 2024 Guidance of $1,800 to $1,900 per oz due to lower equipment spend than planned.

RDM sustaining and non-sustaining expenditures were lower than 2024 Guidance principally due to less non-sustaining capitalized stripping in the open pit with less waste being moved than planned.

Exploration and Development

No exploration drilling occurred at RDM in 2024. In April 2024, RDM received the permit for construction of a dry stack TSF, which began operating in Q3 2024 and is now in operation.

Outlook

RDM production guidance for 2025 is 50,000 to 60,000 ounces of gold, with cash costs of $1,615 to $1,715 per oz and AISC of $1,880 to $1,980 per oz.

Sustaining expenditures at RDM of $15 million in 2025 include $6 million for the dry tails storage facility costs and $5 million for equipment to haul tails to the storage facility. Non-sustaining expenditures of $10 million in 2025 relate primarily to capitalized stripping.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


DEVELOPMENT PROJECTS

Los Filos Expansion, Guerrero, Mexico

On October 19, 2022, the Company released the results of an updated feasibility study for a potential expansion that would increase production and extend the mine life of Los Filos by developing the Bermejal underground deposit and constructing a 10,000 tpd CIL processing plant that would process higher-grade ore and operate concurrently with the existing heap leach facilities.

2024 Update and Outlook

While the economic and production estimates outlined in the feasibility study were predicated on construction of the CIL plant commencing in 2023, Equinox Gold has not made a construction decision at this time. Any decision to proceed with the Los Filos expansion will be made considering the operating stability in the region, the ability to successfully execute new land access agreements, receipt of an amended environmental permit, market conditions, and availability and cost of capital. Currently the Los Filos team is focused on implementation of operational improvements, advancing community agreements, and social investment projects.

Castle Mountain Expansion, California, USA

In March 2021, the Company announced the results of the feasibility study for a Phase 2 expansion at Castle Mountain. Phase 2 is expected to increase production to an average of 218,000 ounces per year for 14 years followed by leach pad residual leaching to recover additional gold. On a standalone basis, Phase 2 is expected to produce 3.2 million ounces of gold with AISC in the lower third of global gold mining costs.

2024 Update and Outlook

The Company continues to advance optimization work on Phase 2. While Phase 2 is expected to operate within the existing approved mine boundary, the changes to previously analyzed effects, such as increased land disturbance within the mine boundary and increased water use, require modification to the Company’s approved Mine and Reclamation Plan (“Plan”) for the project. The Plan amendment application was submitted to the lead agencies (San Bernardino County and U.S. Bureau of Land Management (“BLM”)) in March 2022. The Company received the BLM’s Plan completeness determination in Q1 2024. During Q2 2024, the project lead agencies and Equinox Gold awarded the project management for permitting and environmental analysis to SWCA Environmental Consultants. Later in 2024, the project lead agencies determined they must complete an Environmental Impact Statement (“EIS”) / Environmental Impact Report (“EIR”) to analyze the potential environmental effects of the Phase 2 expansion project and in compliance with the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA), respectively. The Company expects the lead agencies to publish a Notice of Intent in 2025, which commences the formal permitting review process.

A Memorandum of Understanding among the project lead agencies to prepare the joint EIS/EIR has been approved and is expected to be signed by both agencies during H1 2025. The Company anticipates the EIS/EIR stage of formal environmental analysis to occur throughout 2025 and 2026.

In August 2024, given the increasing costs associated with contract mining, crushing, and agglomeration, and increasing complexity and variability in mining low-grade historical backfill, the Company suspended mining at Castle Mountain Phase 1 for the duration of the Phase 2 permitting process. Residual leaching and gold production are expected to continue through the first half of 2025, at which point both mining and processing will be suspended until the completion of Phase 2 permitting.

Aurizona Expansion, Brazil

The Company sees potential to extend the Aurizona mine life to more than 10 years and increase annual production through development of a new underground mine and several satellite open pit deposits. The underground mine would operate concurrently with the open pits.

2024 Update and Outlook

The Company continues to advance engineering studies for an underground mine below the Piaba pit. The Company is focused on improving accuracy for underground work areas of ventilation, access from the portals for mining layouts and ore extraction, as well as planning that is required prior to construction of a portal and underground decline. As a result of the geotechnical event in the Piaba pit during Q1 2024, the construction of a portal and underground decline was deferred to late 2025. To support the additional power requirements of the underground operations, the Company signed a contract to proceed with an upgrade of the existing 69kV power transmission line which will increase the available power to 18 MW by 2026, and also for a new power line that would provide additional power, totaling 21 MW, in January 2028.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


HEALTH, SAFETY AND ENVIRONMENT

Health & Safety

Equinox Gold had four lost-time injuries during the Quarter and ten lost-time injuries during the year. The Company’s Lost-time Injury Frequency Rate (“LTIFR”) was 0.49 per million hours worked for the 12-month rolling period (0.76 for Q4 2024), compared to the target of 0.61 per million hours worked for calendar year 2024. The Company’s TRIFR, which is a measure of all injuries that require the attention of medically trained personnel, was 2.21 per million hours worked for the 12-month rolling period (2.48 for Q4 2024), compared to the target of 3.00 per million hours worked for 2024.

The Company had one fatality in Q2 2024 in the underground portion of its Fazenda Mine. Operations were suspended for four days, during which safety refresher training was conducted for the site’s workforce. Equinox Gold provided its full support to the individual’s family and the relevant authorities, and learnings from the incident investigation were shared across the Company.

Environment

During Q4 2024 and the year ended December 31, 2024, there were no significant environmental incidents as defined by the Company’s environmental standards. The Company’s SEIFR was 0.20 per million hours worked for the 12-month rolling period (0.00 for Q4 2024) compared to the target of 1.26 per million hours worked for calendar year 2024.


COMMUNITY DEVELOPMENT AND ESG REPORTING

Community Engagement and Development

During 2024, the Company undertook numerous Indigenous and community engagement activities.

In Canada, Greenstone started delivering Indigenous Cross-cultural Awareness Training to its workforce. The Company sponsored golf, curling and hockey tournaments in Kenogamisis, Geraldton and Longlac, and supported female entrepreneurship in partnership with the Greenstone Economic Development Corporation. Members of the Greenstone team participated in the Lakehead University Powwow, as well as in each of the mine’s Indigenous partners’ powwows during August and September. Greenstone celebrated National Indigenous Day and supported each of the communities in the area for National Indigenous Day celebrations: Ginoogaming First Nation, Aroland First Nation, Animbiigoo Zaagi’igaan Anishinaabek, Long Lake #58 First Nation and the Métis Nation of Ontario. The Company also commemorated the National Day of Truth and Reconciliation with an event held at the MacLeod Provincial Park. In addition, First Nations Chiefs were invited to Greenstone to witness a gold pour, together with the Premier of Ontario.

In Brazil, all sites continued the implementation of community programs that support education, sports, cultural development and skills training. Fazenda worked with contractors to support a community skills development program as well as their local recruitment program, and one contractor successfully hired 14 individuals from Barrocas and Teofilândia in March. Fazenda participated in Environment Week of the Barrocas community and received students from Canto community and members of the Special Parents and Friends Association for mine tours. Fazenda also organized Easter egg and Christmas cake manufacturing courses for women from Canto, Barreiras, and Fazenda Brasileiro, providing them with valuable skills and alternative income generating activities, and is also helping them to identify markets for their products. Members of the Fazenda team participated in the Independence Day parade in Teofilândia, promoting the role of women in mining.

Aurizona continued with skills development and training programs for community members and supported community health by providing opportunities for physical activity such as capoeira, a style of martial art, establishing a gym facility, investing in the Street Soccer program, and sponsoring the Female Soccer Tournament.

Santa Luz assisted the local government with road maintenance, organized environmental education lectures in neighbouring communities, and continued the implementation of skills development and training programs for community members.

RDM supported the local government in their campaign to prevent and fight the spread of dengue fever, continued its involvement with a project dedicated to supporting children’s and elders’ rights, and held public discussions and a workshop on tailings dam safety.

In Mexico, Los Filos continued the community dialogue process to negotiate new land use and social agreements that would improve the long-term economic viability of the mine. The site continues its commitment to supporting education through its Scholarship Programs. The site signed an agreement with the Autonomous University of Guerrero to conduct a participatory water monitoring program in Mezcala community, in addition to the reforestation program that began during Q1 2024 with this same community. Los Filos completed construction of the Carrizalillo healthcare center and concluded the community water distribution system improvement project. The site continued to support local economy projects, such as agave replanting and commercial mezcal production in Xochipala. In August, Los Filos opened a new Community Engagement Office in Mezcala and had the community authorities of Carrizalillo, Mezcala and Xochipala, together with a representative of the municipal government and the Secretary of Economic Development of Guerrero State, at the opening ceremony.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


COMMUNITY DEVELOPMENT AND ESG REPORTING (CONTINUED)

In the USA, Castle Mountain maintained an ongoing partnership with the Desert Research Institute, focusing on ecology research. To support conservation efforts, the team donated a dozen salvaged cacti to the Mojave Desert Heritage & Cultural Association and donated salvaged Joshua tree, yucca and other cacti to the Las Vegas Valley Water District.

In August, the Company successfully completed its Ride to Greenstone initiative, a 3,634 km bike relay from Vancouver, BC to Geraldton, Ontario to celebrate the official opening of Greenstone and raise money for the Geraldton District Hospital. The initiative raised more than C$1.2 million for the hospital, which serves a 2,767-km2 region in Northern Ontario including five Indigenous communities and the Greenstone workforce. Equinox Gold’s mine sites in California, Mexico and Brazil sent cyclists and medics to join this expedition and also organized a variety of events to raise more than C$200,000 for charities in their local communities, bringing the Company’s global workforce, contractors and suppliers together to support the communities in which we work.

ESG Reporting

In May 2024, the Company’s 2023 ESG Report was published, including a Global Reporting Initiative (“GRI”) and Sustainability Accounting Standards Board (“SASB”) indicators index. The report was fully translated to Spanish and Portuguese, and all three versions are available to download on the Company’s website at https://www.equinoxgold.com/responsible-mining/. The ESG Report integrates disclosures previously published in the Company’s Water Stewardship Report, Climate Action Report and Tailings Management Overview into one single document.

In May 2024, the Company issued its inaugural report under Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act. A copy of the report is available to download on the Company’s website at https://www.equinoxgold.com/corporate-governance/.

The Company’s Morningstar Sustainalytics ESG Risk Rating was updated in Q3 2024, showing a score of 29.8 out of 100 (a lower number is better), effectively placing the Company in a “medium risk” with “strong management” category. In Q4 2024, the Company received an S&P Corporate Sustainability Assessment (CSA) score of 52/100 (a higher number is better), which is a 13% improvement from the previous year’s score and places the Company in the top quartile of the Metals and Mining industry subgroup. The Company’s ISS ESG Corporate Rating also improved from D+ to C-.

In Q3 2024, the Company completed an internal audit of selected ESG indicators and identified opportunities to improve the Company’s ESG data collection systems. The Company began its 2024 ESG reporting cycle in Q4 2024, integrating improved controls and advancing its ESG Data Integration Project, which automates the consolidation of indicators.


CORPORATE

Acquisition of Orion’s 40% Interest in Greenstone

On May 13, 2024, the Company acquired 100% of the issued and outstanding shares of OMF Fund II (SC) Ltd. (subsequently renamed PAG Holdings Corp.), the entity that holds a 40% interest in Greenstone, for total consideration as measured for purposes of financial reporting of $960.9 million. The Greenstone Acquisition resulted in the Company owning 100% and obtaining control of Greenstone.

Prior to completion of the Greenstone Acquisition, Greenstone was a joint operation in which the Company had a 60% interest and the Company’s share of Greenstone’s assets, liabilities, revenues and expenses was proportionately consolidated. Upon completion of the Greenstone Acquisition, the Company obtained full control of Greenstone. The Company determined that Greenstone constitutes a business and that the Greenstone Acquisition represents a business combination achieved in stages.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


CORPORATE (CONTINUED)


	Preliminary		Adjustment(3)		Final
Cash consideration	$	705,037	$	—	$	705,037
Deferred cash consideration(1)	38,254		—		38,254
Share consideration(2)	217,640		—		217,640
Total consideration transferred	960,931		—		960,931
Fair value of previously held 60% interest in Greenstone(3)	1,645,914		72,153		1,718,067
Total purchase price	$	2,606,845	$	72,153	$	2,678,998

(2) The fair value of the 42.0 million common shares issued to Orion was determined based on the Company’s quoted common share price of C$7.09 per share on the acquisition date.

The difference of $72.2 million in the final fair value of the Company’s previously held 60% interest in Greenstone as compared to the provisional fair value was mainly related to mineral properties, plant and equipment and the associated deferred tax liabilities. The Company recognized a gain of $579.8 million before income taxes in other income for the year ended December 31, 2024 on remeasurement of its 60% share of assets and liabilities of Greenstone held immediately before the business combination to their acquisition-date fair values, net of the cumulative foreign currency translation loss of $31.9 million reclassified to net income ($397.9 million, net of deferred income tax expense of $181.9 million).

The Company funded the cash consideration with net proceeds from a new $500 million Term Loan (see the following section for additional detail) and a bought deal equity financing of common shares of Equinox Gold at a price of $5.30 per common share (the “Offering”). The Offering, including an over-allotment option, closed on April 26, 2024 and the Company issued 56,419,000 common shares for aggregate gross proceeds of $299 million.

Term Loan

On May 13, 2024, in connection with the Greenstone Acquisition, the Company amended its credit facility to include a $500 million non-revolving term loan (the “Term Loan”) with a maturity date of May 13, 2027. The Term Loan and the Company’s $700.0 million revolving facility (“Revolving Facility”) are referred to collectively as the Credit Facility. No principal repayments are required under the Term Loan during the first two years of the three-year term. Quarterly repayments will commence on August 13, 2026 equal to 10% of the then outstanding principal amount, with the remaining outstanding principal payable at maturity. The Company may prepay any portion of the outstanding Term Loan at any time without penalty.

The amendment to the Credit Facility was accounted for as a non-substantial modification. On amendment, the Company recognized a modification gain of $3.5 million in other income to reflect the adjusted amortized cost of the Credit Facility, net of transaction costs of $7.6 million incurred on modification.

Convertible Notes Amendments and Conversion of the 2019 Convertible Notes

In April and May 2024, the Company amended the terms of its 2019 and 2020 Convertible Notes. The maturity date of the 2019 Convertible Notes was extended from April 12, 2024 to October 12, 2024 and the maturity date of the 2020 Convertible Notes was extended from March 10, 2025 to September 10, 2025. In addition, the conversion price of the 2020 Convertible Notes was amended from $7.80 per common share to $6.50 per common share.

The 2019 Convertible Notes were fully converted into common shares of the Company in October 2024 at the holders’ option, at the conversion price of $5.25 per share. On conversion of the 2019 Convertible Note, the Company issued a total of 26.6 million common shares.

i-80 Gold Share Sale

On May 29, 2024, the Company sold its remaining 50.6 million common shares of i-80 Gold held for total proceeds of $48.2 million and derecognized the carrying amount of the marketable securities of $48.2 million.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


CORPORATE (CONTINUED)

Gold Prepay

Under the gold prepay transaction agreements that were entered into in March 2023 and June 2023, the Company received upfront cash payments in exchange for delivering to the counterparties 3,869 ounces of gold per month from October 2024 to July 2026. On October 29, 2024, the Company entered into amending agreements with the counterparties to defer the first five monthly deliveries originally scheduled for October 2024 through February 2025. The total of 19,343 deferred ounces will be delivered over the period from May 2026 to September 2026 (the “Deferral Period”). As consideration for the deferral, the Company will deliver an additional 1,582 gold ounces over the Deferral Period.

At-the-Market Equity Offering Program (“ATM Program”)

During the year ended December 31, 2024, the Company issued 10.9 million common shares under the ATM at a weighted average share price of $4.61 per common share for total gross proceeds of $50.2 million. Under the ATM Program, the Company was permitted to sell up to $100.0 million of its common shares at the prevailing market price at the time of sale until December 21, 2024. During 2023 and Q1 2024 the Company issued a cumulative total of 22.5 million common shares under the ATM Program, which was fully utilized on March 31, 2024.

Short Form Base Shelf Prospectus

On October 1, 2024, the Company filed a well-known seasoned issuer (WKSI) short form base shelf prospectus that allows the Company to make offerings of common shares, debt securities, subscription receipts, share purchase contracts, units or warrants, or any combination thereof, over a 25-month period.

Board of Directors Change

On May 10, 2024, Ms. Trudy Curran was appointed to the Board. On October 9, 2024, Mr. Fraz Siddiqui resigned from the Board. Mr. Siddiqui was the Board appointee of Mubadala Investment Company under an investor rights agreement. With conversion of the 2019 Convertible Note and subsequent sale of the issued shares, the investor rights agreement is no longer in effect.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


FINANCIAL RESULTS

Selected financial results for the three months and year ended December 31, 2024 and 2023


$ amounts in millions, except per share amounts	Three months ended				Year ended
	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Revenue	$	575.0	$	297.8	$	1,514.1	$	1,088.2
Cost of sales
Operating expense	(333.4)		(198.2)		(989.6)		(764.2)
Depreciation and depletion	(71.5)		(61.0)		(220.5)		(215.0)
Income from mine operations	170.1		38.6		304.0		109.0
Care and maintenance expense	(0.6)		—		(0.6)		(1.4)
Exploration and evaluation expense	(3.6)		(3.3)		(12.5)		(11.7)
General and administration expense	(12.8)		(10.0)		(53.0)		(46.2)
Income from operations	153.1		25.3		238.0		49.6
Finance expense	(37.6)		(17.9)		(95.4)		(60.2)
Finance income	1.8		2.4		8.1		11.7
Share of net income (loss) in associate	—		(0.4)		0.7		(17.5)
Other income (expense)	(41.1)		(1.0)		478.7		31.1
Net income (loss) before taxes	76.2		8.3		630.1		14.8
Income tax recovery (expense)	(47.9)		(4.5)		(290.8)		14.1
Net income	$	28.3	$	3.9	$	339.3	$	28.9
Net income per share attributable to Equinox Gold shareholders
Basic	$	0.06	$	0.01	$	0.85	$	0.09
Diluted	$	0.06	$	0.01	$	0.75	$	0.09

Income from Mine Operations

Revenue for Q4 2024 was $575.0 million (Q4 2023 - $297.8 million) on sales of 217,678 ounces of gold (Q4 2023 - 149,861 ounces). Revenue for the year ended December 31, 2024 was $1,514.1 million (year ended December 31, 2023 - $1,088.2 million) on sales of 623,579 ounces of gold (year ended December 31, 2023 - 559,481 ounces). Revenue increased by 93% and 39% for the three months and year ended December 31, 2024 compared to the same periods in 2023 due to increases of 33% and 25%, respectively, in the average realized gold price per ounce sold and increases of 45% and 11%, respectively, in gold ounces sold.

Gold ounces sold in Q4 2024 were higher compared to Q4 2023 primarily due to production at Greenstone. Greenstone was still in construction in Q4 2023 and ramped up production through the second half of 2024 after the first gold pour on May 22, 2024.

Gold ounces sold for the year ended December 31, 2024 were 11% higher compared to the same period in 2023 due primarily to production at Greenstone, partially offset by lower production at Aurizona. At Aurizona, the lower production was due to the impact of mining from the Tatajuba and Boa Esperança pits, which have lower grades than the Piaba pit.

Operating expense in Q4 2024 was $333.4 million (Q4 2023 - $198.2 million) and for the year ended December 31, 2024 was $989.6 million (year ended December 31, 2023 - $764.2 million). Operating expense in Q4 2024 increased 68% compared to Q4 2023 primarily due to Greenstone becoming operational. Operating expense for the year ended December 31, 2024 increased by 29% compared to the same period in 2023 primarily due to production at Greenstone and higher operating expense at Los Filos, RDM and Santa Luz, as a result of increases in total tonnes moved.

Depreciation and depletion in Q4 2024 was $71.5 million (Q4 2023 - $61.0 million) and for the year ended December 31, 2024 was $220.5 million (year ended December 31, 2023 - $215.0 million). The increase for the three months ended December 31, 2024 compared to the same period in 2023 was primarily due to the contribution of depreciation and depletion at Greenstone upon commercial production, partially offset by lower depreciation at Fazenda due to the impact of the updated Mineral Reserve and Mineral Resource estimate. The increase in depreciation and depletion for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to the contribution of depreciation and depletion at Greenstone upon commercial production, partially offset by lower depreciation and depletion at Aurizona as a result of lower production.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


FINANCIAL RESULTS (CONTINUED)

General and Administration

General and administration expense in Q4 2024 was $12.8 million (Q4 2023 - $10.0 million) and for the year ended December 31, 2023 was $53.0 million (year ended December 31, 2023 - $46.2 million). The increase for the three months and year ended December 31, 2024 compared to the same periods in 2023 was primarily due to an increase in professional fees driven by corporate transactions. The increase for the year ended December 31, 2024 is also impacted by higher insurance costs.

Finance Expense

Finance expense in Q4 2024 was $37.6 million (Q4 2023 - $17.9 million) and for the year ended December 31, 2024 was $95.4 million (year ended December 31, 2023 - $60.2 million). The increase for the three months and year ended December 31, 2024 compared to the same periods in 2023 was primarily due to an increase in both the amount drawn and interest rates on the Company’s Credit Facility including interest on the Term Loan starting on May 13, 2024, and interest expense related to the gold sale prepay arrangements executed in Q1 2023 and Q2 2023 and the gold sale arrangement with Versamet Royalties Corporation (“Versamet”) that closed in Q4 2023.

Share of Net Income (Loss) in Associate

Share of net loss in associate in Q4 2024 was $0.0 million (Q4 2023 - $0.4 million share of net loss). For the year ended December 31, 2024, share of net loss in associate was $0.7 million (year ended December 31, 2023 - $17.5 million share of net loss). The share of net loss in associate for the year ended December 31, 2024 relates to the Company’s investment in Versamet until June 5, 2024. For the year ended December 31, 2023, the share of net loss was primarily due to a net loss incurred by i-80 Gold in Q4 2022, for which the Company recognized its share in Q1 2023.

On June 5, 2024, the Company’s investment in Versamet was reduced to 13.4% (December 31, 2023 - 20.3%). Based on the Company’s share of outstanding voting rights held, the Company determined that it no longer had significant influence over Versamet as of June 5, 2024. The carrying amount of the Company’s interest in Versamet was reclassified from investment in associate to non-current financial asset measured at fair value through other comprehensive income.

On March 31, 2023, the Company discontinued the use of equity method to account for its investment in i-80 Gold following the sale of a portion of its shares in i-80 Gold.

Other Income (Expense)

Other expense for Q4 2024 was $41.1 million (Q4 2023 - other expense of $1.0 million) and for the year ended December 31, 2024 was other income of $478.7 million (year ended December 31, 2023 - other income of $31.1 million).

The following table summarizes the significant components of other income (expense):


	Three months ended				Year ended
$’s in millions	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Change in fair value of foreign exchange contracts	$	(42.8)	$	11.3	$	(62.7)	$	46.2
Change in fair value of gold contracts	5.4		(12.4)		(40.0)		(3.2)
Change in fair value of Greenstone Contingent Consideration	(0.6)		(1.7)		(23.2)		(3.0)
Gain on remeasurement of previously held interest in Greenstone	—		—		579.8		—
Gain on reclassification of investment in Versamet	—		—		5.6		—
(Expected credit losses and write-offs) recoveries	0.5		(0.5)		—		(13.8)
Gains (loss) on modification and extinguishment of debt	—		—		5.4		(4.3)
Foreign exchange gain (loss)	6.2		(2.9)		13.2		(9.1)
Gain on sale of partial interest and reclassification of investment in i-80 Gold	—		—		—		34.5
Other income (expense)	$	(9.9)	$	5.3	$	0.7	$	(16.1)
Total other income (expense)	$	(41.1)	$	(1.0)	$	478.7	$	31.1


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


FINANCIAL RESULTS (CONTINUED)

The change in fair value of foreign exchange contracts for Q4 2024 was a loss of $42.8 million (Q4 2023 - gain of $11.3 million) and for the year ended December 31, 2024 was a loss of $62.7 million (year ended December 31, 2023 - gain of $46.2 million). The losses recorded in Q4 2024 and year ended December 31, 2024 were primarily due to a weakening of the BRL, MXN and CAD compared to the USD.

The change in fair value of gold contracts for Q4 2024 was a gain of $5.4 million (Q4 2023 - loss of $12.4) and for the year ended December 31, 2024 was a loss of $40.0 million (year ended December 31, 2023 - loss of $3.2 million). The gains and losses recognized for the three months and year ended December 31, 2024 related to gold collar contracts entered into during 2023 and 2024. The changes in fair value of gold contracts in both 2023 and 2024 were driven by changes in the forward gold price relative to the gold contract strike price.

Expected credit losses and write-offs for Q4 2024 was a recovery of $0.5 million (Q4 2023 - loss of $0.5 million) and for the year ended December 31, 2024 was a loss of $— million (year ended December 31, 2023 - loss of $13.8 million). The expected credit losses and write-offs for the year ended December 31, 2023 were primarily related to the impairment and write-off of a $9.9 million receivable owing from Pilar Gold Inc. for partial consideration for the sale of the Pilar Mine in 2021.

Income Tax Recovery (Expense)

In Q4 2024, the Company recognized a tax expense of $47.9 million (Q4 2023 - tax expense of $4.5 million) and for the year ended December 31, 2024 recognized a tax expense of $290.8 million (year ended December 31, 2023 - tax recovery of $14.1 million). The tax expense for the year ended December 31, 2024 was primarily due to the impact of the remeasurement of the Company’s share of assets and liabilities of Greenstone held immediately before the business combination to their acquisition-date fair values. The tax expense for the year ended December 31, 2024 was driven by profitable operations in the U.S., Brazil and Mexico and the impact of the weakening of the BRL and MXN on the BRL and MXN denominated tax base.

The tax expense for Q4 2023 was primarily due to profitable operations in the U.S. and Brazil and Mexico and mining tax in Mexico, offset partially by the tax benefits of foreign exchange recoveries in connection with the strengthening of the BRL and MXN compared to the USD.

The tax recovery for the year ended December 31, 2023 was primarily due to the tax benefits on foreign exchange recoveries in connection with the strengthening of the BRL and MXN compared to the USD and the recognition of deferred tax assets that offset deferred tax liability arising from the 2023 Convertible Notes issuance, offset partially by profitable operations in the US and Brazil and mining tax in Mexico.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


FINANCIAL RESULTS (CONTINUED)

Selected Annual Information


$ amounts in millions, except per share amounts	Year ended December 31,
	2024		2023		2022
Revenue	$	1,514.1	$	1,088.2	$	952.2
Net income (loss) attributable to Equinox Gold shareholders	339.3		28.9		(106.0)
Basic income (loss) per share attributable to Equinox Gold shareholders	0.85		0.09		(0.35)
Diluted income (loss) per share attributable to Equinox Gold shareholders	0.75		0.09		(0.35)
Total assets	6,713.6		4,350.4		3,856.4
Total non-current liabilities	2,627.0		1,428.3		1,232.9

Selected Quarterly Information

The following tables set out selected unaudited consolidated quarterly results for the last eight quarters through December 31, 2024:


$ amounts in millions, except per share amounts	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024
Revenue	$	575.0	$	428.4	$	269.4	$	241.3
Cost of sales
Operating expense	(333.4)		(268.3)		(204.0)		(183.8)
Depreciation and depletion	(71.5)		(58.7)		(44.2)		(46.2)
Income from mine operations	170.1		101.4		21.2		11.4
Care and maintenance expense	(0.6)		—		—		—
Exploration and evaluation expense	(3.6)		(3.8)		(2.7)		(2.5)
General and administration expense	(12.8)		(13.4)		(12.7)		(14.1)
Income (loss) from operations	153.1		84.2		5.9		(5.3)
Finance expense	(37.6)		(19.7)		(20.7)		(17.4)
Finance income	1.8		2.0		2.4		2.0
Share of net income in associate	—		—		0.3		0.4
Other income (expense)	(41.1)		(29.6)		563.4		(13.9)
Net income (loss) before taxes	76.2		36.8		551.3		(34.2)
Income tax expense	(47.9)		(36.5)		(197.9)		(8.5)
Net income (loss)	$	28.3	$	0.3	$	353.5	$	(42.8)
Net income (loss) per share attributable to Equinox Gold shareholders
Basic	$	0.06	$	—	$	0.72	$	(0.13)
Diluted	$	0.06	$	—	$	0.61	$	(0.13)


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


FINANCIAL RESULTS (CONTINUED)


	December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023
Revenue	$	297.8	$	284.7	$	271.6	$	234.1
Cost of sales
Operating expense	(198.2)		(201.1)		(192.7)		(172.2)
Depreciation and depletion	(61.0)		(58.4)		(48.2)		(47.4)
Income from mine operations	38.6		25.2		30.7		14.5
Care and maintenance expense	—		—		(0.3)		(1.1)
Exploration and evaluation expense	(3.3)		(2.6)		(4.0)		(1.8)
General and administration expense	(10.0)		(14.0)		(12.3)		(9.9)
Income from operations	25.3		8.6		14.1		1.6
Finance expense	(17.9)		(15.3)		(14.3)		(12.7)
Finance income	2.4		3.0		3.3		3.0
Share of net income (loss) in associate	(0.4)		—		(1.1)		(16.0)
Other income (expense)	(1.0)		(2.3)		2.6		31.9
Net income (loss) before taxes	8.3		(5.9)		4.5		7.8
Income tax recovery (expense)	(4.5)		8.1		0.8		9.6
Net income	$	3.9	$	2.2	$	5.4	$	17.4
Net income (loss) per share attributable to Equinox Gold shareholders
Basic	$	0.01	$	0.01	$	0.02	$	0.06
Diluted	$	0.01	$	0.01	$	0.02	$	0.05


LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2024, the Company had financial, operating, and capital commitments of $719.5 million that require settlement within the next 12 months. At December 31, 2024, the Company had cash and cash equivalents of $239.3 million. The Company has a $700.0 million Revolving Facility available for general corporate purposes, of which $104.6 million remained undrawn as at December 31, 2024. On February 28, 2025, the Company drew down $40.0 million on the Revolving Facility. The Revolving Facility also provides for an uncommitted accordion feature which permits the Company to request an increase in the principal amount of the facility by up to $100.0 million. Management believes that the Company’s operating cash flows expected over the next 12 months, in addition to its cash and cash equivalents and available credit from the Revolving Facility, are sufficient to satisfy its financial, operating, and capital commitments that require settlement within the next 12 months.

Inflationary pressures and volatility in the gold price have contributed to increasing risks that cash flow from operations and other sources of liquidity will be insufficient to meet the Company’s financial obligations as they become due, and fund the Company’s ongoing development and construction projects. If Equinox Gold’s cash flows and capital resources are insufficient to fund its debt service obligations, the Company could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance indebtedness, including indebtedness under its Revolving Facility. The Company may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternatives may not allow Equinox Gold to meet its scheduled debt service obligations.

Working Capital

Cash and cash equivalents at December 31, 2024 were $239.3 million (December 31, 2023 - $192.0 million) and net working capital was $95.0 million (December 31, 2023 - $354.4 million). The decrease in working capital compared to December 31, 2023 was primarily due to an increase in the current portion of deferred revenue and derivative liabilities associated with the gold prepay transactions and the gold purchase and sale agreement with Versamet and Regal Partners Royalties A PTY Limited. The significant components of working capital are described below.

Current inventories at December 31, 2024 were $417.5 million (December 31, 2023 - $412.0 million). The increase was mainly due to increases in stockpile and work-in-process inventories and supplies inventory at Greenstone as it commenced operating in 2024. These increases were partially offset by a decrease in current inventories at Aurizona due to the processing of stockpiled ore while mining was suspended in the Piaba pit for Q2 2024 and part of Q3 2024, and at Mesquite due to the impact of reclassifying ounces on the leach pad as non-current to reflect the slower than anticipated recovery curve.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

Marketable securities at December 31, 2024 were $6.1 million (December 31, 2023 - $92.7 million). The decrease was primarily due to the sale of the remaining 50.6 million common shares of i-80 Gold held for total proceeds of $48.2 million and a decrease in fair value of the shares prior to sale.

Trade and other receivables at December 31, 2024 were $70.0 million (December 31, 2023 - $82.3 million). The following table summarizes the significant components of trade and other receivables:


	December 31, 2024		December 31, 2023
Trade receivables	$	3,943	$	9,916
VAT receivables	41,808		55,251
Income taxes receivable	5,275		7,574
Other receivables	19,009		9,566
	$	70,035	$	82,307

The decrease in value-added tax (“VAT”) receivable primarily relates to timing of receipt of VAT at Los Filos and Aurizona .

Current liabilities at December 31, 2024 were $689.1 million (December 31, 2023 - $479.6 million). The increase was primarily due to the increase in derivative liabilities from foreign exchange contracts and the Greenstone contingent payment obligation to deliver certain ounces of refined gold, the cash equivalent value of such refined gold, or a combination thereof, upon reaching certain production milestones.

Cash Flow

Cash provided by operating activities for the year ended December 31, 2024 was $372.2 million (year ended December 31, 2023 - $358.5 million). The increase in cash provided by operating activities for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to higher income from mine operations, primarily due to the contribution from Greenstone and higher gold prices. This impact was partially offset by the cash proceeds of $225.0 million received in 2023 in connection with the gold prepay arrangements entered into in 2023 with no similar receipt in 2024.

Cash used in investing activities for the year ended December 31, 2024 was $1,111.7 million (year ended December 31, 2023 - $462.7 million). The increase in cash used in investing activities for the year ended December 31, 2024 was mainly due to $744.1 million paid as partial consideration to acquire the remaining 40% interest in Greenstone in connection with the Greenstone Acquisition. For the year ended December 31, 2024, the Company spent $412.1 million on capital expenditures (year ended December 31, 2023 - $523.3 million). The decrease in capital expenditures for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to lower capital spending at Greenstone as physical construction was effectively complete at the end of 2023. Capital expenditures at Greenstone for the year ended December 31, 2024 were $191.9 million excluding capitalized interest of $84.1 million (year ended December 31, 2023 - $346.8 million excluding capitalized interest of $46.2 million). For the year ended December 31, 2024, the Company received $48.2 million related to the disposition of i-80 Gold shares and for the year ended December 31, 2023, the Company received $22.8 million related to the sale of a partial interest in i-80 Gold. For the year ended December 31, 2023, the Company received $53.4 million related to the disposition of Solaris Resources Inc. shares, with no similar receipt in 2024.

Financing activities for the year ended December 31, 2024 provided cash of $792.5 million (year ended December 31, 2023 - provided cash of $92.5 million). The increase in cash provided by financing activities for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to a $60.0 million draw on Company’s Revolving Facility (year ended December 31, 2023 - $253.7 million) and $500.0 million received in connection with the new Term Loan and net proceeds on the issuance of shares of $335.6 million (year ended December 31, 2023 - $40.8 million). For the year ended December 31, 2024, the Company received proceeds from other financing activities of $57.3 million (year ended December 31, 2023 - $23.1 million).

The Company received proceeds from the issuance of convertible notes of $172.5 million in the year ended December 31, 2023 with no comparable amounts for 2024. The amounts drawn on the Revolving Facility, amounts received from the Term Loan and the proceeds on the issuance of shares in 2024 were primarily used to fund the Greenstone Acquisition.

Corporate Investments

At December 31, 2024, the Company’s corporate investments included the following:

•58.1 million shares of Versamet (not currently listed), representing approximately 12.5% of Versamet on a basic basis

•25.4 million shares of Bear Creek Mining Corporation (“Bear Creek”) (TSX: BCM), representing approximately 11.2% of Bear Creek on a basic basis


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


OUTSTANDING SHARE DATA

As at the date of this MD&A, the Company has 456,062,878 shares issued and outstanding, 147,100 shares issuable under stock options and 7,377,477 shares issuable under RSU. The Company also has 48,808,376 shares potentially issuable on conversion of Convertible Notes. The fully diluted outstanding share count at the date of this MD&A is 512,395,831.


COMMITMENTS AND CONTINGENCIES


	Within 1 year		1-2 years		2-3 years		3-4 years		4–5 years		Thereafter		Total
Trade payables and accrued liabilities	$	241,030	$	—	$	—	$	—	$	—	$	—	$	241,030
Loans and borrowings(1)(2)	253,751		777,383		420,615		180,694		—		—		1,632,443
Derivative liabilities	57,665		17,116		—		—		—		—		74,781
Lease liabilities(2)	31,700		25,088		19,110		12,786		4,470		9,763		102,917
Other financial liabilities(1)(2)	28,368		27,952		27,774		26,764		19,795		8,015		138,668
Reclamation and closure costs(2)	14,475		29,436		18,371		11,329		8,255		143,490		225,356
Purchase commitments(2)	66,694		8,024		7,437		7,000		6,881		22,791		118,827
Other operating commitments(2)	25,777		26,808		27,880		28,995		1,063		12,694		123,217
Total	$	719,460	$	911,807	$	521,187	$	267,568	$	40,464	$	196,753	$	2,657,239

(1)Amount includes principal and interest payments, except accrued interest which is included in accounts payable and accrued liabilities.

(2)Amounts represent undiscounted future cash flows.

At December 31, 2024, the Company had the following outstanding matters involving contingencies:

Legal

The Company is a defendant in various lawsuits and legal actions for alleged fines, labour related and other matters in the jurisdictions in which it operates. Management regularly reviews these lawsuits and legal actions with outside counsel to assess the likelihood that the Company will ultimately incur a material cash outflow to settle a claim. To the extent management believes it is probable that a cash outflow will be incurred to settle a claim, a provision for the estimated settlement amount is recognized. To the extent management believes it is probable that a cash outflow will be incurred to settle a claim, a provision for the estimated settlement amount is recognized. At December 31, 2024, the Company recognized a provision of $6.4 million (2023 - $7.8 million) for legal matters which is included in other non-current liabilities.

Premier Gold Mines Limited (“PGML”) acquired the Mercedes Mine from Yamana Gold Inc. in 2016. The Company acquired PGML in 2021 and subsequently sold the Mercedes Mine to Bear Creek in 2022. The agreements governing the sale of the Mercedes Mine to PGML and the subsequent sale of the Mercedes Mine included tax indemnity provisions. The Mexican tax authority is currently auditing the Mercedes Mine for the 2016 income tax year. As a final assessment has not been issued to Bear Creek by the Mexican tax authority, the Company determined it did not have a present obligation under the tax indemnity at December 31, 2024. Accordingly, no amount has been recognized as a provision in relation to this matter at December 31, 2024. The amount and timing of any final assessment in the audit is uncertain and may be appealed.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


COMMITMENTS AND CONTINGENCIES (CONTINUED)

Environmental

A historic rain event caused widespread flooding in the Aurizona region in March 2021 and a fresh water pond on the Aurizona site overflowed. The tailings facility and other infrastructure at the Aurizona site remained operational. The Company received notices from the local state government of environmental infractions related to turbidity in the local water supply at Aurizona with associated fines at December 31, 2024 totaling $8.3 million (2023 - $10.6 million). In addition, public civil actions have been filed against the Company in the State and Federal courts claiming various damages because of the rain event, and criminal proceedings have been filed against the Company by the Federal public prosecutor. The Company and its advisors believe the fines, public civil actions and criminal proceedings are without merit and it is not probable that a cash outflow for this matter will occur. Accordingly, no amount has been recognized in relation to the fines, public civil actions, and criminal proceedings.

The above matters could have an adverse impact on the Company's financial performance, cash flows and results of operations if they are not resolved favorably.


RELATED PARTY TRANSACTIONS

The Company’s related parties include its subsidiaries, associates, joint operation and key management personnel. The Company’s key management personnel consists of executive and non-executive directors and members of executive management.

The remuneration of the Company’s directors and other key management personnel during the years ended December 31, 2024 and 2023 were as follows:


	2024		2023
Salaries, directors’ fees and other short-term benefits	$	3,203	$	3,466
Share-based payments	3,732		3,285
Total key management personnel compensation	$	6,935	$	6,751

At December 31, 2024, $1.3 million (2023 - $1.6 million) was owed by the Company to management for accrued salaries and bonuses and reimbursement of expenses.

On April 26, 2024, the Company issued $6.0 million of common shares to the Company’s Chairman, Ross Beaty, in connection with the Offering.


NON-IFRS MEASURES

This MD&A refers to cash costs, cash costs per oz sold, AISC, AISC per oz sold, AISC contribution margin, adjusted net income, adjusted EPS, mine-site free cash flow, adjusted EBITDA, net debt, and sustaining capital expenditures that are measures with no standardized meaning under IFRS, i.e. they are non-IFRS measures, and may not be comparable to similar measures presented by other companies. Their measurement and presentation is consistently prepared and is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Numbers presented in the tables below may not sum due to rounding.

Cash Costs and Cash Costs per oz Sold

Cash costs is a common financial performance measure in the gold mining industry; however, it has no standard meaning under IFRS. The Company reports total cash costs on a per oz sold basis. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance and ability to generate operating income and cash flow from mining operations. Cash costs are calculated as mine site operating costs and are net of silver revenue. Cash costs are divided by ounces sold to arrive at cash costs per oz sold. In calculating cash costs, the Company deducts silver revenue as it considers the cost to produce the gold is reduced as a result of the by-product sales incidental to the gold production process, thereby allowing management and other stakeholders to assess the net costs of gold production. The measure is not necessarily indicative of cash flow from operations under IFRS or operating costs presented under IFRS.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

NON-IFRS MEASURES (CONTINUED)

AISC per oz Sold

The Company uses AISC per oz of gold sold to measure performance. The methodology for calculating AISC was developed internally and is outlined below. Current IFRS measures used in the gold industry, such as operating expenses, do not capture all of the expenditures incurred to discover, develop and sustain gold production. The Company believes the AISC measure provides further transparency into costs associated with producing gold and will assist analysts, investors and other stakeholders of the Company in assessing its operating performance, its ability to generate free cash flow from current operations and its overall value. AISC includes cash costs (described above) and also includes sustaining capital expenditures, sustaining lease payments, reclamation cost accretion and amortization and exploration and evaluation costs.

This measure seeks to reflect the full cost of gold production from current operations, therefore, expansionary capital and non-sustaining expenditures are excluded.

The following table provides a reconciliation of cash costs per oz of gold sold and AISC per oz of gold sold to the most directly comparable IFRS measure on an aggregate basis:


$’s in millions, except ounce and per oz figures	Three months ended						Year ended
	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Operating expenses	333.4		268.3		198.2		989.6		764.2
Silver revenue	(1.3)		(0.4)		(0.6)		(3.1)		(2.1)
Fair value adjustment on acquired inventories	(4.9)		(3.1)		1.6		(20.6)		(6.9)
Pre-commercial production and development stage operating expenses (1)	(37.8)		(43.0)		—		(88.5)		—
Total cash costs	$	289.4	$	221.8	$	199.3	$	877.4	$	755.2
Sustaining capital	34.9		30.9		42.7		130.8		119.9
Sustaining lease payments	1.6		1.6		4.6		7.8		17.6
Reclamation expense	3.2		3.0		1.7		11.6		9.1
Sustaining exploration expense	0.2		0.2		—		0.9		—
Pre-commercial production and development stage sustaining expenditures(1)	(1.4)		(0.4)		—		(1.9)		—
Total AISC	$	327.9	$	257.2	$	248.3	$	1,026.6	$	901.9
Gold oz sold	217,678		173,973		149,861		623,579		559,481
Gold oz sold from entities during pre-commercial production or development stages(1)	(19,161)		(45,028)		—		(74,547)		—
Adjusted gold oz sold	198,517		128,945		149,861		549,032		559,481
Cash costs per gold oz sold	1,458		$	1,720	$	1,330	1,598		$	1,350
AISC per oz sold	$	1,652	$	1,994	$	1,657	$	1,870	$	1,612

(1)Consolidated cash cost per oz sold and AISC per oz sold for the three months and year ended December 31, 2024 excludes Greenstone results while the mine was in pre-commercial production up until the achievement of commercial production November 6, 2024 and exclude Castle Mountain results after August 31, 2024 when residual leaching commenced.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

NON-IFRS MEASURES (CONTINUED)

Sustaining Capital and Sustaining Expenditures

Sustaining capital expenditures are defined as those expenditures which do not increase annual gold ounce production at a mine site and excludes all expenditures at the Company’s projects and certain expenditures at the Company’s operating sites which are deemed expansionary. Sustaining capital expenditures can include, but are not limited to, capitalized stripping costs at open pit mines, underground mine development, mining and milling equipment and TSF raises.

The following table provides a reconciliation of sustaining capital expenditures to the Company’s total capital expenditures for continuing operations:


	Three months ended						Year ended
$’s in millions	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Capital additions to mineral properties, plant and equipment(1)	$	103.3	$	146.9	$	157.0	$	523.7	$	596.4
Less: Non-sustaining capital at operating sites	(34.6)		(14.8)		(8.1)		(64.1)		(25.3)
Less: Non-sustaining capital for projects and pre-commercial production and development stages	(11.6)		(92.1)		(94.6)		(260.5)		(390.4)
Less: Capital expenditures - corporate	—		—		0.1		—		(0.3)
Less: Other non-cash additions(2)	(22.2)		(9.1)		(11.7)		(68.3)		(60.4)
Sustaining capital	$	34.9	$	30.9	$	42.7	$	130.8	$	119.9
Add: sustaining lease payments	1.6		1.6		4.6		7.8		17.6
Add: reclamation expense	3.2		3.0		1.7		11.6		9.1
Add: sustaining exploration expense	0.2		0.2		—		0.9		—
Sustaining expenditures	39.9		35.7		49.1		151.1		146.7

(1)Per note 9 of the consolidated financial statements. Capital additions exclude non-cash changes to reclamation assets arising from changes in discount rate and inflation rate assumptions in the reclamation provision.

(2)Non-cash additions include right-of-use assets associated with leases recognized in the period, capitalized depreciation for deferred stripping activities, and capitalized non-cash share-based compensation.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024

NON-IFRS MEASURES (CONTINUED)

Total Mine-Site Free Cash Flow

Mine-site free cash flow is a non-IFRS financial performance measure. The Company believes this measure is a useful indicator of its ability to operate without reliance on additional borrowing or usage of existing cash. In calculating total mine-site free cash flow, the Company excludes the impact of fair value adjustments on acquired inventories as these adjustments do not impact cash flow from operating mine sites. Mine-site free cash flow is intended to provide additional information only and does not have any standardized meaning under IFRS and may not be comparable to similar measures of performance presented by other mining companies. Mine-site free cash flow should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

In Q4 2023, the Company revised the calculation to include changes in non-cash working capital and present mine-site free cash flow after changes in non-cash working capital. The Company believes it is useful to provide mine-site free cash flow before and after changes in non-cash working capital as working capital can fluctuate significantly between periods due to numerous factors.

The following table provides a reconciliation of mine-site free cash flow to the most directly comparable IFRS measure on an aggregate basis:


	Three months ended						Year ended
$’s in millions	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Operating cash flow before non-cash changes in working capital	$	212.7	$	130.1	$	168.2	$	430.2	$	527.5
Less: Fair value adjustments on acquired inventories	4.9		3.1		(1.6)		20.6		6.9
Less: Operating cash flow (generated) used by non-mine site activity(1)	12.6		(38.5)		(71.1)		(10.0)		(223.2)
Cash flow from operating mine sites	$	230.1	$	94.7	$	95.6	$	440.8	$	311.2

Mineral property, plant and equipment additions	$	103.3	146.9		157.0		$	523.7	596.4
Less: Capital expenditures relating to development projects and corporate and other non-cash additions	(34.9)		(101.2)		(106.2)		(329.9)		(451.2)
Capital expenditure from operating mine sites	68.4		45.7		50.8		193.8		145.2
Lease payments related to non-sustaining capital items	11.6		3.0		7.0		27.9		20.5
Non-sustaining exploration expense	1.7		2.1		3.1		7.1		11.5
Total mine-site free cash flow before changes in non-cash working capital	$	148.4	$	43.9	$	34.7	$	212.0	$	134.0
(Increase) decrease in non-cash working capital	$	35.2	$	9.4	$	(42.3)	$	(49.7)	$	(169.0)
Total mine site free cash flow after changes in non-cash working capital	$	183.6	$	53.3	$	(7.6)	$	162.3	$	(35.0)

(1)Includes taxes paid and proceeds from gold prepayments that are not factored into mine-site free cash flow and are included in operating cash flow before non-cash changes in working capital in the statement of cash flows.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


NON-IFRS MEASURES (CONTINUED)

AISC Contribution Margin, EBITDA and Adjusted EBITDA

The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and other stakeholders use AISC contribution margin, AISC contribution margin per gold ounce sold and adjusted EBITDA to evaluate the Company’s performance and ability to generate cash flows and service debt. AISC contribution margin is defined as revenue less AISC. EBITDA is defined as earnings before interest, tax, depreciation and amortization.

Adjusted EBITDA is defined as earnings before interest, tax, depreciation, and amortization, adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as the impact of fair value changes of warrants, foreign exchange contracts and gold contracts; unrealized foreign exchange gains and losses, transaction costs, and non-cash share-based compensation expense. It is also adjusted to exclude items whose timing or amount cannot be reasonably estimated in advance or that are not considered representative of core operating performance, such as impairments and gains and losses on disposals of assets.

The following tables provide the calculation of AISC contribution margin, EBITDA and adjusted EBITDA, as calculated by the Company:

AISC Contribution Margin


	Three months ended							Year ended
$’s in millions	December 31, 2024		September 30, 2024		December 31, 2023			December 31, 2024		December 31, 2023
Revenue	$	575.0	$	428.4	$	297.8		$	1,514.1	$	1,088.2
Less: silver revenue	(1.3)		(0.4)		(0.6)			(3.1)		(2.1)
Less: AISC	(327.9)		(257.2)		(248.3)			(1,026.6)		(901.9)
Less: revenue from entities during pre-commercial production or development stages(1)	$	(50.1)	$	(109.5)	$	—		$	(183.7)	$	—
AISC contribution margin	$	195.7	$	61.3	$	48.9		$	300.7	$	184.2
Gold ounces sold	217,678		173,973		149,861			623,579		559,481
Less: gold oz sold from entities during pre-commercial production or development stages(1)	(19,161)		(45,028)		—			(74,547)		—
Adjusted gold ounces sold	198,517		128,945		149,861		—	549,032		559,481
AISC contribution margin per oz sold	$	986	$	475	$	326		$	548	$	329

(1)AISC contribution margin for the three months and year ended December 31, 2024 excludes Greenstone results while the mine was in pre-commercial production up until the achievement of commercial production on November 6, 2024 and excludes Castle Mountain results after August 31, 2024 when residual leaching commenced.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


NON-IFRS MEASURES (CONTINUED)

EBITDA and Adjusted EBITDA


	Three months ended						Year ended
$’s in millions	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Net income (loss)	$	28.3	0.3		3.9		$	339.3	28.9
Income tax (recovery) expense	47.9		36.5		4.5		290.8		(14.1)
Depreciation and depletion	72.6		59.3		61.3		222.6		216.1
Finance expense	37.6		19.7		17.9		95.4		60.2
Finance income	(1.8)		(2.0)		(2.4)		(8.1)		(11.7)
EBITDA	$	184.5	$	113.8	$	85.2	$	940.0	$	279.4
Non-cash share-based compensation expense	2.0		2.4		2.6		9.6		8.5
Unrealized (gain) loss on gold contracts	(11.9)		18.0		12.7		16.5		4.0
Unrealized (gain) loss on foreign exchange contracts	39.1		(4.4)		(4.3)		72.4		(13.4)
Unrealized foreign exchange (gain) loss	(6.0)		4.9		1.5		(14.0)		5.3
Change in fair value of Greenstone Contingent Consideration	0.6		9.9		1.7		23.2		3.0
Gain on remeasurement of previously held interest in Greenstone	—		—		—		(579.8)		—
Share of net (income) loss of investment in associate	—		—		0.4		(0.7)		17.5
Other (income) expense	9.9		(2.8)		(4.5)		(9.8)		0.1
Transaction costs	—		—		—		0.8		—

Adjusted EBITDA	$	218.2	$	141.9	$	95.3	$	458.2	$	304.4


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


NON-IFRS MEASURES (CONTINUED)

Adjusted Net Income and Adjusted EPS

Adjusted net income and adjusted EPS are used by management and investors to measure the underlying operating performance of the Company. Adjusted net income is defined as net income adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as the impact of fair value changes in the value of warrants, foreign exchange contracts and gold contracts, unrealized foreign exchange gains and losses, and non-cash share-based compensation expense. It is also adjusted to exclude items whose timing or amount cannot be reasonably estimated in advance or that are not considered representative of core operating performance, such as impairments and gains and losses on disposals of assets. Adjusted net income per share amounts are calculated using the weighted average number of shares outstanding on a basic and diluted basis as determined by IFRS.

The following table provides the calculation of adjusted net income and adjusted EPS, as adjusted and calculated by the Company:


	Three months ended						Year ended
$’s and shares in millions	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Net income (loss) attributable to Equinox Gold shareholders	$	28.3	$	0.3	$	3.9	$	339.3	$	28.9
Add (deduct):
Non-cash share-based compensation expense	2.0		2.4		2.6		9.6		8.5
Unrealized (gain) loss on gold contracts	(11.9)		18.0		12.7		16.5		4.0
Unrealized (gain) loss on foreign exchange contracts	39.1		(4.4)		(4.3)		72.4		(13.4)
Unrealized foreign exchange (gain) loss	(6.0)		4.9		1.5		(14.0)		5.3
Change in fair value of Greenstone Contingent Consideration	0.6		9.9		1.7		23.2		3.0
Gain on remeasurement of previously held interest in Greenstone	—		—		—		(579.8)		—
Share of net (income) loss of investment in associate	—		—		0.4		(0.7)		17.5
Other (income) expense	9.9		(2.8)		(4.5)		(9.8)		0.1
Transaction costs	—		—		—		0.8		—

Income tax impact related to above adjustments	3.0		(0.6)		0.6		191.9		(0.8)
Unrealized foreign exchange (gain) loss recognized in deferred tax expense	12.5		9.6		(12.2)		47.3		(31.3)
Adjusted net income (loss)	$	77.5	$	37.4	$	2.4	$	96.7	$	21.7

Basic weighted average shares outstanding	454.4		428.5		313.7		400.1		312.8
Diluted weighted average shares outstanding	459.8		434.5		317.3		473.5		316.3
Adjusted income (loss) per share - basic ($/share)	$0.17		$0.09		$0.01		$0.24		$0.07
Adjusted income (loss) per share - diluted ($/share)	$0.17		$0.09		$0.01		$0.20		$0.07


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


NON-IFRS MEASURES (CONTINUED)

Net Debt

The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use net debt to evaluate the Company’s performance. Net debt does not have any standardized meaning prescribed under IFRS, and therefore it may not be comparable to similar measures employed by other companies. This measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performances prepared in accordance with IFRS. Net debt is calculated as the sum of the current and non-current portions of long-term debt, net of the cash and cash equivalent balance as at the balance sheet date. A reconciliation of net debt is provided below.


$’s in millions	December 31, 2024		September 30, 2024		December 31, 2023
Current portion of loans and borrowings	$	135.6	$	273.8	$	138.6
Non-current portion of loans and borrowings	1,212.2		1,208.7		786.4
Total debt	1,347.8		1,482.5		925.0
Less: Cash and cash equivalents (unrestricted)	(239.3)		(167.8)		(192.0)
Net debt	$	1,108.5	$	1,314.7	$	733.0


RISKS AND UNCERTAINTIES

Financial Instrument Risk Exposure

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and oversees the Company's risk management process which seeks to minimize the potential adverse effects of financial risks on the Company's financial results. The Company’s exposures to financial risks and the Company’s objectives, policies and processes for managing those risks are described in note 31 to the Company’s consolidated financial statements for the year ended December 31, 2024. There were no significant changes to the Company's exposures to financial risks or to the Company's management of its exposures during the three months and year ended December 31, 2024 except as noted below. At December 31, 2024, the financial risks to which the Company is exposed and the Company's objectives, policies and processes for managing those risks are as follows:

(a)Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations.

The Company is primarily exposed to credit risk on its cash and cash equivalents, trade receivables, restricted cash and other current and non-current receivables. The Company’s maximum exposure to credit risk on its financial assets, other than those measured at fair value through profit and loss and fair value through other comprehensive income, at December 31, 2024, represented by the carrying amounts of the financial assets, was $279.7 million (2023 - $235.5 million).

Credit risk arising from the Company’s trade receivables is low with negligible expected credit losses as the Company sells its products to large global financial institutions and other companies with high credit ratings.

(b)Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. During 2024, the Company drew $560.0 million from its Credit Facility and, in connection with the Greenstone Acquisition, amended the Credit Facility to include a $500 million Term Loan and closed a bought deal equity financing of 56,419,000 common shares of Equinox Gold at a price of $5.30 per common share for aggregate gross proceeds of $299 million.

At December 31, 2024, the Revolving Facility had an undrawn amount of $104.6 million. The Revolving Facility also provides for an uncommitted accordion feature which permits the Company to request an increase in the principal amount of the facility by up to $100.0 million.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

The Company's objective in managing its liquidity risk is to ensure there is sufficient capital to meet its short-term business requirements after taking into account the Company's holdings of cash and cash equivalents. The Company seeks to manage its liquidity risk through a rigorous planning, budgeting and forecasting process to help determine the funding requirements to support its current operations, development and expansion plans.

The Company also manages its liquidity risk by managing its capital structure. The Company's primary objective when managing capital is to ensure it will be able to continue as a going concern and that it has sufficient ability to satisfy its capital obligations and ongoing operational expenses, as well as having sufficient liquidity to fund suitable business opportunities as they arise. The Company makes adjustments to its capital structure as necessary in light of current economic conditions. The Company, upon approval from the Board, seeks to balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under specific circumstances. To maintain its capital structure, the Company may, from time to time, issue or buy back equity, draw down or repay debt, or sell

assets.

For further detail on the Company’s liquidity risk, refer to the section titled Funding and Global Economy Risk within Other Risk Factors below.

(c)Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed to the following market risks: interest rate risk, currency risk and other price risk.

(i)Interest Rate Risk

Interest rate risk is the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate cash flow risk on its Credit Facility which is subject to variable interest rates based on the secured overnight financing rate (“SOFR”). A 1.0% increase or decrease in the SOFR interest rate during the year ended December 31, 2024 would have resulted in a decrease or increase of $6.7 million, respectively, in the Company’s net income during the year ended December 31, 2024.

The Company is also exposed to interest rate cash flow risk on its cash and cash equivalents and restricted cash that earn variable interest.

The Company is exposed to interest rate fair value risk on the 2020 Convertible Notes and 2023 Convertible Notes which are subject to fixed interest rates. The Company manages its interest rate risk with a mix of fixed and variable rate debt. A change in market interest rate would impact the fair values of the 2020 Convertible Notes and 2023 Convertible Notes. However, as the convertible notes are measured at amortized cost, changes in market interest rates would have had no impact to the Company’s net income during the year ended December 31, 2024.

(ii)Foreign Currency Risk

Currency risk is the risk that the fair values or future cash flows of the Company's financial instruments, in functional currency terms, will fluctuate because of changes in foreign exchange rates. Except for Greenstone, which uses the Canadian dollar as its functional currency, the functional currency of the Company and its subsidiaries is the US dollar. The Company and its subsidiaries are exposed to currency risk on transactions, investments and balances denominated in currencies other than USD functional currency, principally on BRL, MXN, and CAD expenses. Prior to reaching commercial production on November 6, 2024, Greenstone, which had a Canadian dollar functional currency until such date, was exposed to currency risk on transactions and balances denominated in USD.

The following table summarizes the Company's exposure to currency risk arising from financial assets and financial liabilities, excluding foreign exchange contracts, denominated in foreign currencies:


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)


At December 31, 2024	CAD		BRL		MXN		USD
Financial assets
Cash and cash equivalents	$	10,730	$	33,228	$	1,758	$	—
Marketable securities	6,142		—		—		—
Derivative assets	81		—		—		—
Restricted cash	6,921		4,737		—		—
Other financial assets	6,657		3,611		—		—
Financial liabilities
Accounts payable and accrued liabilities	(38,043)		(61,877)		(32,922)		—
Derivative liabilities	—		(1,931)		—		—
Lease liabilities	(36,983)		(7,075)		—		—
Other financial liabilities	—		—		—		—
	$	(44,495)	$	(29,307)	$	(31,164)	$	—
At December 31, 2023
Financial assets
Cash and cash equivalents	$	8,434	$	14,903	$	281	$	14,494
Marketable securities	92,666		—		—		—
Derivative assets	89		—		—		—
Restricted cash	—		5,212		—		1,745
Other financial assets	1,849		2,928		—		3,669
Financial liabilities
Accounts payable and accrued liabilities	(11,731)		(69,909)		(38,291)		(6,101)
Derivative liabilities	(168)		(4,420)		—		—
Lease liabilities	(783)		(14,713)		(57)		(11,113)
Other financial liabilities	—		—		—		(31,070)
	$	90,356	$	(65,999)	$	(38,067)	$	(28,376)

Based on the above foreign currency denominated financial assets and financial liabilities at December 31, 2024, excluding the effect of foreign exchange contracts, the reasonably possible weakening in foreign currencies against the USD and the USD against CAD at such date, assuming all other variables remained constant, would have resulted in the following increase (decrease) in the Company’s net income during the year ended December 31, 2024:


	2024

CAD – 10%	$	3,248
BRL – 10%	2,139
MXN – 10%	2,275

In accordance with its foreign currency exchange risk management program, the Company uses foreign exchange contracts to manage its exposure to currency risk on expenditures in CAD, BRL, and MXN which are accounted for as derivative financial instruments. At December 31, 2024, a 10% weakening in the BRL, MXN and CAD, respectively, against the USD would have resulted in an increase in the fair value of the Company’s foreign currency net derivative liability and a decrease of $53.8 million in the Company’s net income during the year ended December 31, 2024. A 10% strengthening in the CAD, BRL, and MXN, respectively, against the USD would have resulted in a decrease in the fair value of the Company’s foreign currency net derivative liability and an increase of $38.0 million in the Company’s net income during the year ended December 31, 2024.

The BRL and MXN have experienced frequent and substantial variations in relation to the USD and other foreign currencies during the last decades. Depreciation of the BRL and MXN against the USD could create inflationary pressures in Brazil and Mexico and cause increases in interest rates, which could negatively affect the growth of the Brazilian and Mexican economy as a whole and harm the Company’s financial condition and results of operations. On the other hand, appreciation of the BRL and MXN relative to the United States dollar and other foreign currencies could lead to a deterioration of the Brazilian and Mexican foreign exchange denominated current accounts (net), as well as dampen export-driven growth. Depending on the circumstances, either depreciation or appreciation of the BRL or MXN could have an adverse effect on the relevant country’s economy.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

(iii)Other Price Risk

Other price risk is the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in market prices, other than interest rate risk or currency risk.

At December 31, 2024, the Company held investments in marketable securities which are measured at fair value. The fair values of investments in marketable securities are based on the closing share price of the securities at the reporting date. A 10% increase in the applicable share prices would have resulted in a decrease of $3.3 million in the Company’s other comprehensive loss for the year ended December 31, 2024. A 10% decrease in the applicable share prices would have resulted in an increase of $3.3 million in the Company’s other comprehensive loss.

At December 31, 2024, the Company is exposed to price risk on its gold contracts and obligation for future gold deliveries under the contingent consideration relating to Greenstone. These contracts are measured at fair value through profit and loss at the end of each reporting period. A 10% increase in the price of gold at December 31, 2024 would have resulted in a decrease of $15.3 million in the Company's net income for the year ended December 31, 2024. A 10% decrease in the price of gold at December 31, 2024 would have resulted in an increase of $11.6 million in the Company’s net income for the year ended December 31, 2024.

Other Risk Factors

Funding and Global Economy Risk

There is a risk that cash flow from operations will not meet current and future obligations, requiring additional capital. The volatility of global capital markets has made raising capital by equity or debt financing more difficult. The Company may be dependent on capital markets for future financing, exposing it to liquidity risks if adequate cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability to raise equity or obtain loans and other credit facilities on favorable terms. Persistent volatility or economic slowdowns could adversely affect the Company’s operations, capital raising ability, and share price.

As the Company’s operations expand and reliance on global supply chains increases, geopolitical risk, pandemics and conflicts may significantly impact its business, financial condition and operations. The Israel-Hamas war, the ongoing conflict in Ukraine and proposed tariffs by the United States have caused, or could cause, uncertainty and supply chain disruptions. Future pandemics, expanded conflicts, or new geopolitical disputes could materially affect the Company.

Gold Price Risk

The Company’s profitability is partly tied to the market price for gold. A decline in gold prices could negatively impact future operations. Gold prices are influenced by factors beyond the Company’s control, such as global supply and demand, interest rates, exchange rates, inflation, and the political and economic conditions of major gold producing countries. Fluctuations in gold prices could make ongoing development and production at the Company’s properties uneconomic. Future production depends on gold prices being high enough to keep these properties economically viable.

At December 31, 2024, the Company had 139,998 total notional ounces remaining under its outstanding gold collar contracts to be settled as follows:


Notional ounces		Put options’ weighted average strike price		Call options’ weighted average strike price
Within 1 year	1-2 years	Put options’ weighted average strike price		Call options’ weighted average strike price
120,000	19,998	$	2,164	$	3,071

The gold collar contracts reduced variability in cash flows associated with gold sales during Greenstone’s operational ramp up period. However, there is a risk that the Company will not benefit from increases in cash flow associated with the hedged ounces if the gold price exceeds the upper limit of the collars during the term of the contract.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

Production and Cost Estimates

Equinox Gold’s production forecasts are estimates based on assumptions and actual production may be lower than expected. Achieving these forecasts involves risks and uncertainties, such as the accuracy of Mineral Reserve and Mineral Resource estimates, ore grades, recovery rates, ground conditions, physical characteristics of ores, estimated mining and processing costs, and the receipt and maintenance of permits.

Equinox Gold prepares estimates of operating costs and/or capital costs for each operation and project. Actual operating and capital costs may vary due to factors like exchange rates, production levels, inflation, fuel and material costs, supply chain disruptions, equipment limitations, government regulations, skilled labour availability, processing and refining costs, royalties, and construction maintenance and timing. Inability to manage costs could affect future development decisions, impacting the Company’s business, financial condition and results of operations.

Uncertainty of Mineral Reserves and Mineral Resources Estimates

Equinox Gold’s Mineral Reserves and Mineral Resources are estimates, and there is no assurance that anticipated tonnages, grades or recovery levels will be achieved, or that Mineral Reserves can be mined and processed profitably. Mineral Reserves and Mineral Resources involve uncertainties and subjective judgements based on available data. Short-term operating factors such as the need for orderly development of the ore bodies or processing new ore grades can affect profitability in any accounting period. In addition, laboratory test recoveries may not replicate in larger-scale production.

Commodity price fluctuations, drilling results, metallurgical testing, and mine plan evaluations may require estimate revisions. Significant reductions in estimates of Mineral Reserves and Mineral Resources, or in Equinox Gold’s ability to extract Mineral Reserves, could adversely impact Equinox Gold’s business and financial position. Inferred Mineral Resources that are not Mineral Reserves lack demonstrated economic viability and require extensive exploration and investigation to determine if they can be upgraded to a higher category.

Property Commitments

The properties held by Equinox Gold may be subject to various land payments, royalties and/or work commitments. Failure by Equinox Gold to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of property interests.

In Mexico, while mineral rights are administered by the federal government through federally issued mining concessions, surface rights over the land located in the mining concessions may be owned by third parties, including Ejidos or Bienes Comunales (communally held land). The Company has secured the surface rights necessary to operate Los Filos through written agreements with one Ejido and two Bienes Comunales, as well as with individual members of the Ejido. These agreements are the subject of current dialogue between the various parties. If these discussions do not result in mutually acceptable renegotiated terms, particularly with respect to the payments made by the Company to work on such lands, it may have significant impacts on the operation of Los Filos, including delays and higher costs to the Company or a decision by the Company to cease Los Filos operations.

With respect to Los Filos, various land access agreements have been entered into with local communities and individuals whose properties include the areas occupying Los Filos mine operations. As described above, these agreements are the subject of current dialogue between the various parties. In addition, pursuant to social collaboration agreements with each of the communities Equinox Gold provides benefits such as improvements to communal infrastructure or spending in educational and social support.

In Canada, Greenstone is party to long-term benefit agreements with four First Nations and the Métis Nation of Ontario. The agreements are consistent with industry standards, and include commitments related to business opportunities, training and employment.

The Company occasionally receives additional requests and complaints from the communities relating to commitments in the various agreements outlined above. If the Company is unable to address such additional requests or satisfactorily renegotiate terms, it may result in protests, blockades, or other forms of public expression against Equinox Gold’s activities and may have a negative impact on Equinox Gold’s reputation and operations.

Share Price Fluctuation

Securities markets are subject to significant price and volume volatility, with wide fluctuations that may be unrelated to a company’s operating performance, underlying asset values or prospects. There is no assurance that share price fluctuations or lack of liquidity will not occur in the future, and their impact on Equinox Gold’s ability to secure financing is uncertain. If Equinox Gold cannot generate adequate revenues or secure financing to operate its mines and complete development projects, any investment in Equinox Gold may be materially diminished or lost.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

Community Relations

The Company’s ability to maintain positive relationships with its host communities is critical to ensuring the success of its operations and future projects. Equinox Gold maintains industry standard social and environmental practices, works to ensure compliance with its commitments to its host communities, and has initiated programs to enhance its community engagement. However, there is no assurance that the Company will be able to maintain positive relationships with host communities and the failure of such relationships could result in legal actions, the establishment of blockades, permitting delays or other disruptions to the Company’s business.

Opposition by community and non-governmental organizations (“NGOs”) to mining activities can disrupt operations or the development of a new project. Adverse publicity and damage to Equinox Gold’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include negative publicity, whether true or not. Mining activities at Los Filos were disrupted in each of 2020, 2021 and 2022 because of community blockades, and the Company had short-term disruptions at some of its Brazil operations in 2022 and 2024.

Although Equinox Gold places great emphasis on maintaining its community relationships and its reputation, the Company does not have control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations and decreased investor confidence and act as an impediment to Equinox Gold’s overall ability to advance its projects or secure financing, thereby having an adverse impact on financial performance, cash flows, growth prospects, and the market value of the Company’s securities.

Foreign Operations

Equinox Gold operates through subsidiaries, including in the United States, Mexico and Brazil, and as such faces risks typical of foreign business activities. These risks include nationalization, forced contract modifications or cancellation, political and fiscal instability, adverse legal changes, permit delays, opposition to projects, unreliable infrastructure, labor issues, equipment shortages, import/export regulations, inflation, currency fluctuations, biased dispute resolution, government abuse of power, enforcement difficulties, regulatory compliance challenges, criminal activity, civil unrest, terrorism, military repression, and public health concerns. Changes in mining or investment policies, or political shifts in operating jurisdictions may affect operations or profitability. In particular, government regulations on production, price controls, exports, currency remittance, taxes, property expropriation environmental legislation, foreign investment, environmental legislation land, water use, and mine safety can impact operations.

The Company’s mining and development properties in Brazil expose the Company to various socioeconomic conditions as well as to local laws governing the mining industry. The Brazilian government has a history of economic interventionism that can give rise to uncertainty. Operations can also be affected by government actions against third parties, such as artisanal miners, which can indirectly impact community perception of large mining companies and increase the risk of blockades and other interruptions to operations.

In May 2023, Mexico enacted comprehensive changes to its mining and water laws that contain several ambiguities, including how existing mining and water concessions will be treated. Supplementary regulations to the new laws are being developed but have not yet been released. Like others, the Company is facing uncertainty because of these new laws. In addition, criminal activity in Mexico, including cartel violence and organized crime, poses ongoing concerns. Despite protective measures, security incidents may still impact operations.

In late 2024, the incoming Trump administration in the United States signaled changes to US trade policies, including the introduction of new tariffs. The administration may also seek to roll back existing free trade agreements, which could have substantial impacts on global supply chains.

Uncertainty over whether the United States, Mexican, or Brazilian governments will implement changes in policy or regulation may contribute to economic uncertainty. Historically, politics in these regions have affected the performance of the economy and past political crises have affected the confidence of investors and the public generally, resulting in an economic slowdown.

Operational Risks

Equinox Gold’s principal business is the mining, processing of, and exploration for precious metals. The Company’s operations face typical industry risks, which could adversely affect the business, results of operations and financial position of Equinox Gold. These risks include variations in ore grade and tonnage, environmental hazards, industrial accidents, labour disputes, changes in laws, technical issues, supply delays, unexpected geological conditions and failures, climate-related events, power or water shortages and force majeure events.

Seasonal weather also impacts operations. Heavy rainfall can limit pit access and mining, while prolonged dry seasons can increase wildfire risk and cause droughts, affecting water availability for processing. These risks could lead to reduced production, damage to facilities, environmental harm, delays, economic losses and possible legal liabilities.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

Cybersecurity and Information Systems

Targeted cybersecurity attacks, information technology or operations technology system failures, or security breaches could disrupt Equinox Gold’s operations, causing privacy breaches, property damage, or financial and reputational risks. The Company regularly tests controls and disaster recovery infrastructure. To address evolving threats, the Company continuously implements risk-prioritized controls, automated monitoring, alerting tools, and backup systems to restore normal operations. However, there is no certainty that these efforts will adequately protect the Company’s information technology systems and operations.

Construction Risks

Equinox Gold undertakes construction projects from time to time. Construction requires significant expenditures and actual costs may exceed budgeted costs. Costs and timelines can be affected by factors beyond the Company's control, such as inflation, weather, ground conditions, material availability, workforce performance, supply chain issues, shipping delays, equipment installation issues, design changes, and community acceptance. Project schedules also depend on obtaining governmental approvals, which can be unpredictable. Delays in commercial production start-up can increase costs and postpone revenue generation. Due to these risks and uncertainties, there is no guarantee that projects will proceed as expected, stay within budget, meet schedules, or operate as planned.

Permitting

Equinox Gold's operations, development, and exploration activities require numerous permits from various governmental authorities. The timing of obtaining these permits is often beyond the Company's control, which may lead to delays in exploration, development, construction, or ongoing operations. Additionally, previously issued permits may be suspended or revoked due to regulatory changes or court actions. There is no assurance that Equinox Gold will always obtain or maintain the necessary permits, which could negatively impact its operations.

Castle Mountain – Phase 2 Permitting

The Company’s ability to obtain all required licenses and permits for the Castle Mountain Phase 2 expansion is uncertain. The permitting process is complex and lengthy, involving many factors outside the Company’s control. Major permits may face appeals or administrative protests, leading to potential litigation and lengthy delays. These issues could affect the project's development timeline and adversely affect the Company’s business.

Los Filos Permitting

Changes in laws and proposed reforms in Mexico, along with the current political environment, have increased uncertainty about renewing or obtaining new permits for Los Filos. The success and timing of permit efforts are beyond the Company's control and may face appeals or protests, leading to potential reversals or lengthy delays. In April 2022, the Mexican Supreme Court issued a decision ordering the cancellation of two mineral claims previously issued to a mining company on the basis that free, prior and informed consultation with Indigenous peoples was not conducted by the Government before the relevant mineral claims were issued. The Court indicated that the relevant mineral claims may be reissued once the required consultations are complete. The draft decision increases the risk of other communities seeking similar injunctions in the future. These issues could impact ongoing operations at Los Filos and adversely affect the Company's business.

Climate Change

Climate change may create new operational risks for Equinox Gold. Governments are introducing stricter climate change regulations, which could increase taxes and operating costs. Physical risks, such as sea level rise, extreme weather, fires, water shortages, floods, landslides, and resource disruptions, may also impact the Company's operations and financial position. The Company has modeled potential climate change risks in an effort to mitigate them but cannot provide assurance that any such mitigation efforts will be effective.

In March 2021, a historic rain event caused widespread flooding in the Aurizona region and a freshwater pond on the Aurizona site overflowed. The tailings facility and other infrastructure at the Aurizona site were not affected and remained operational. The Company subsequently received several fines from the local state government for environmental infractions related to turbidity in the local community’s water supply. In addition, public civil actions have been filed against the Company in both Maranhão State and Brazil Federal court that claim various damages because of the rain event and criminal environmental proceedings have been commenced against the Company by the Federal public prosecutor. The Company considers the fines and proceedings to be without merit.

In late March 2024, due to persistent heavy rains in the Aurizona region, there was a displacement of material in two locations in the south wall of the Piaba pit. As a result of this geotechnical event, access to the Piaba pit was temporarily restricted and mining paused while the Company implemented a remediation plan to ensure safe mining of the pit.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

Water Availability

Water availability is an operational risk for many of the Company’s mine sites, which are in various climatic zones, including arid and semi-arid regions, as well as areas with distinct seasonal wet and dry periods.

Castle Mountain maintains water rights that include six producing wells at Castle Mountain, but additional sources of ground water may be required to expand throughput and gold production for the Phase 2 expansion. The Company has identified new water sources, constructed an initial water supply well, and applied for a right-of-way permit to construct a buried pipeline to transport additional water supply to Castle Mountain for the Phase 2 expansion. Without these efforts, a shortage of adequate water could prevent or limit the Company’s ability to expand production at Castle Mountain.

Santa Luz is situated in a semi-arid region of Brazil and relies on the annual rainy season to replenish its water supply. To help mitigate the risk of insufficient water availability from the Itapicurú River, the Company converted and expanded an existing TSF into a water storage facility to increase Santa Luz’s water storage capacity. The water is available for use as process water.

Aurizona is situated in a tropical region of Brazil and receives significant amounts (over 3,000 mm on average) of rainfall during the rainy season. Water is collected during the rainy season for use in the processing plant throughout the dry season. A new TSF completed at the end of 2023 provides additional water storage and water for recycling back to the process plant.

RDM is situated in a semi-arid region of Brazil and depends on the annual rainy season to replenish its water supply. Prolonged droughts previously resulted in temporary suspensions to operations. In 2017, a water storage facility was built to allow for the capture and storage of rainwater and surface water runoff in a larger catchment area; however, insufficient water capture was realized, and operations were temporarily suspended in 2018 and 2019. Since 2020, there has been sufficient water captured within the water storage facility and the TSF to allow RDM to achieve continued operations through the dry season. While the Company has sufficient water to support current operations, there is no guarantee that the Company can secure an alternate source of water in the event of a future prolonged drought.

Uninsurable Risks

Equinox Gold faces various risks, including environmental conditions, industrial accidents, labor disputes, unexpected geological conditions, mechanical failures, cybersecurity incidents, regulatory changes, and natural phenomena like floods, fires and earthquakes. These risks could lead to property damage, personal injury, environmental harm, mining delays, financial losses, and legal liabilities.

Equinox Gold maintains insurance to protect against certain risks in such amounts as it considers to be reasonable. However, Equinox Gold cannot provide any assurance that its insurance coverage will be sufficient to cover any resulting loss or liability, or that such insurance will continue to be available at economically feasible premiums or for other reasons.

Equinox Gold evaluates business risks and carries insurance where feasible, but not all risks are insurable. Coverage may have limits, deductibles, exclusions, and endorsements. Insurance for environmental pollution, exploration hazards, and cybersecurity attacks is often unavailable on acceptable terms. Uninsured losses could adversely affect the Company's business, operations, and financial position. Additionally, Equinox Gold may face liability for pollution or other hazards that are not insured, leading to significant costs and negative impacts on its business.

Defects in Land Title

Equinox Gold does not hold title insurance on its properties, making it difficult to ensure secure claims to mineral properties or mining concessions. Without surveys of all claims, the exact area and location may be uncertain. There are no assurances against title defects, and properties may be subject to unregistered liens, agreements, transfers, or indigenous land claims. This uncertainty could impact the Company's ability to operate or enforce its rights on these properties.

Environmental Risks, Regulations and Hazards

Equinox Gold’s mining operations are subject to environmental regulations, including air and water quality standards, land reclamation, and waste management. These regulations are becoming stricter, with increased fines and penalties for non-compliance, more rigorous environmental assessments, and greater responsibility for companies and their personnel. Future changes in environmental laws could adversely affect the Company's operations. Additionally, unknown environmental hazards from previous owners or operators may exist, for which Equinox Gold could be held liable.

Failure to comply with applicable laws, regulations and permits can lead to enforcement actions, including fines and orders to cease operations, and corrective measures requiring capital expenditures or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage arising from the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

Artisanal miners (“Garimpeiros”) have mined and continue to mine on or near some of Equinox Gold’s Brazilian properties. Garimpeiros are known to use substances in their mining processes that can cause environmental damage. Equinox Gold has taken steps to address these activities and related environmental impacts, but there is no certainty that such activities will stop, and Equinox Gold may become liable for such environmental hazards caused by Garimpeiros.

The extraction process for gold and metals produces tailings, which are slurry and sand-like materials that are a product of the extraction process. Tailings are stored in engineered tailings storage facilities (“TSFs”) that are designed and inspected by independent engineers. However, hazards such as uncontrolled seepage or geotechnical failure of retaining dams around tailings disposal areas may result in environmental pollution and consequent liability.

Some of the Company’s operations use heap leaching, where ore is placed on impermeable pads and sprayed with a cyanide solution to recover gold. While designed and operated according to laws and industry standards, hazards such as seepage or geotechnical failure of a heap leach pad can lead to environmental pollution and consequent liability.

Equinox Gold’s historical operations have generated chemical and metals depositions in the form of tailing ponds, rock waste dumps, and heap leach pads. The Company’s ability to obtain, maintain and renew permits and approvals and to successfully develop and operate mines may be impacted by real or perceived environmental, health and safety effects of those historical operations or those of other mining companies.

Water collection, treatment, and disposal at Equinox Gold's mines are strictly regulated and involve significant environmental risks. Failures in these systems could lead to untreated water or contaminants discharging into nearby areas, causing damage and economic losses. Such incidents could result in regulatory actions, fines, or permit revocations, adversely affecting the Company's operations and financial condition. Additionally, insurance may not cover losses or regulatory consequences from such events.

Government Regulation

Equinox Gold's operating, development and exploration activities are governed by various laws related to prospecting, development, production, exports, imports, taxes, labor standards, safety, toxic substances, waste disposal, environmental protection, endangered species, land and water use, and local land claims. Regulatory changes in the countries where the Company operates cannot be accurately predicted. Future adverse changes in government policies or legislation are beyond the Company's control and may affect laws on asset ownership, mining, monetary policies, taxation, royalty rates, exchange rates, environmental regulations, labor relations, and capital return. These changes could impact Equinox Gold's ability to operate, develop, and explore current and future properties as planned. The risk of future governments adopting significantly different policies, including asset expropriation, cannot be ruled out.

In May 2023, Mexico enacted comprehensive changes to its mining and water laws that contain several ambiguities, including how existing mining and water concessions will be treated. Supplementary regulations to the new laws are being developed but have not yet been released. In February 2024, Mexico’s then president proposed several constitutional reforms, including a prohibition on granting new open-pit mining concessions. Like others, the Company is facing uncertainty because of these new laws.

There is no guarantee that new or existing regulations won't adversely affect Equinox Gold's business, operations, or financial position. Changes to laws, regulations, or permits could negatively impact the Company or delay new mining projects. Non-compliance with laws or permits may result in enforcement actions, fines, or orders to halt or modify activities, potentially requiring costly corrective measures.

Taxation Risk

Equinox Gold is subject to various taxes, duties, levies, and government royalties in multiple jurisdictions. New or increased taxes could negatively impact the Company's operations and finances. The Company has organized its operations in part based on its understanding and assumptions in relation to various tax laws (including capital gains, withholding tax and transfer pricing). However, the Company cannot provide assurance that foreign taxation or other authorities will agree with the Company’s understanding and interpretation of applicable laws. The results of an audit of prior tax filings may have a material impact on Equinox Gold.

Equinox Gold is currently appealing federal and municipal value-added tax assessments in Brazil and Mexico and is confident that long-term regular recovery of value-added taxes or other amounts receivable from various governmental and nongovernmental counter parties will be established. However, the Company cannot guarantee recovery of such taxes or that its activities will result in profitable processing operations.

Recent proposals in Canada could increase the capital gains inclusion rate, potentially impacting the company's cash flow and investors. In addition, the Organisation for Economic Cooperation and Development (OECD)'s Global Anti-Base Erosion Model Rules will impose additional tax burdens and disclosure requirements on large multinational enterprises like Equinox Gold as these rules continue to be enacted in more jurisdictions.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

Acquisitions, Business Arrangements or Transactions

Equinox Gold will continue to seek new mining and development opportunities in the mining industry as well as business arrangements or transactions. However, the Company may face challenges in identifying appropriate acquisition targets, negotiating arrangements, financing acquisitions, or integrating acquired businesses. Acquisition risks include changes in commodity prices, integration difficulties, failure to realize synergies, unknown liabilities, regulatory delays, and litigation. There is no guarantee that announced financing sources will be successful or that additional funding will be available for development of projects or to refinance existing corporate or project debt. Delays in obtaining lender consent, executing agreements, or securing regulatory approvals may hinder investments. Any issues that Equinox Gold encounters in connection with an acquisition, business arrangement or transaction could have an adverse effect on its business, results of operations and financial position.

Possible Failure to Realize Anticipated Benefits of the Arrangement Agreement

The Company’s ability to realize the benefits of the Arrangement Agreement with Calibre will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on Equinox Gold’s ability to realize the anticipated growth opportunities and synergies from integrating Calibre’s business. This integration will require the dedication of management effort, time and resources which may divert management’s focus and resources from other strategic opportunities available to Equinox Gold, and from operational matters during this process. The integration process may result in the loss of key employees or directors and the disruption of ongoing business and employee relationships that may adversely affect the ability of Equinox Gold to achieve the anticipated benefits of the Arrangement Agreement well as any anticipated benefits from possible future acquisitions.

While Equinox Gold completed a due diligence investigation of Calibre, including reviewing technical, environmental, legal, tax accounting, financial and other matters, certain risks either may not have been uncovered or are not known at this time. Such risks may have an adverse impact on Equinox Gold and the combined assets of Equinox Gold and Calibre after closing of the Arrangement Agreement may have an adverse impact on the value of Equinox Gold’s Common Shares.

Reclamation Estimates, Costs and Obligations

Equinox Gold is subject to reclamation obligations after mining operations end. While closure costs are estimated using standard practices, the exact amounts needed for land reclamation are uncertain. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, these obligations represent significant future costs for Equinox Gold, and it may be necessary to revise planned expenditures, operating plans, and reclamation strategies, potentially impacting the Company's business and financial position. Additionally, there is potential liability for cleaning up tailings left by others during previous periods of mining. Exact future reclamation costs are unknown and require detailed assessment and review.

Infrastructure

Mining, processing, development, and exploration activities rely on having and maintaining adequate infrastructure like roads, bridges, power, and water supply. Unusual weather, terrorism, sabotage, or government interference could negatively affect infrastructure that Equinox Gold requires to operate. Generators currently act as back-up for power outages at most of the Company’s mines but, despite provision for backup infrastructure, there can be no assurance that challenges or interruptions in infrastructure and resources will not be encountered.

Employee and Labour Relations

Some of Equinox Gold’s employees and contractors are unionized. Although the Company has labour agreements in place and places significant emphasis on maintaining positive relationships with unions and employees, there is risk of labour strikes and work stoppages. Should they occur, some labour strikes and work stoppages could significantly affect the Company’s operations and thereby adversely impact the Company’s future cash flows, earnings, production, and financial conditions.

Further, relations with employees and contractors may be affected by changes in the scheme of labour relations that may be introduced by the relevant governmental authorities in the jurisdictions in which the mining operations are conducted. Changes in such legislation or otherwise in Equinox Gold’s relationships with its workforce may result in strikes, lockouts or other work stoppages, any of which could have an adverse effect on the business, results of operations and financial position.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

Properties Located in Remote Areas

Certain of Equinox Gold’s properties are in remote areas with severe climates, posing technical challenges for exploration, construction, and mining. Equinox Gold benefits from modern technologies for operating in areas with severe climates. Nevertheless, Equinox Gold may be unable to overcome problems related to weather and climate at a commercially reasonable cost, which could have an adverse effect on Equinox Gold’s business, results of operations and financial position. Additionally, remote locations can lead to increased costs and transportation difficulties.

Corruption and Bribery

Equinox Gold’s operations are governed by and involve interactions with various levels of government in multiple countries, requiring compliance with anti-corruption and anti-bribery laws, including but not limited to the Canadian Corruption of Foreign Public Officials Act, the United States Foreign Corrupt Practices Act, the Brazil Clean Company Act and the Mexico Criminal Code and Anti-Corruption in Public Contracts Act. Enforcement and penalties under these laws have increased, leading to greater scrutiny and punishment for violations. A company may be found liable for violations by its employees, its contractors and third-party agents. Despite implementing training programs, monitoring, audits, and compliance policies, Equinox Gold cannot guarantee the Company, its employees, contractors or third-party agents will comply strictly with such laws. Violations could result in significant penalties, fines and sanctions, adversely affecting the Company’s reputation and business.

Sanctions on Nicaragua

If the Arrangement Agreement closes, Equinox Gold will acquire Calibre’s Nicaraguan operations. Canada and the United States both impose sanctions on Nicaragua that target individuals and entities associated with the Nicaraguan government. The sanctions are designed to pressure the Nicaraguan government to improve its human rights record and governance practices. While Equinox Gold completed a due diligence investigation of Calibre, including regarding Nicaraguan sanctions, the sanctions could increase operational risk for the Company in three ways: on closing of the Arrangement Agreement, Equinox Gold would acquire liability for any breach of applicable sanctions laws by Calibre; ongoing operations could be impacted in the event of non-compliance with the sanctions; and the existence of the sanctions could limit the financing and insurance options available to the Company with regard to the Nicaraguan operations.

Internal Controls Over Financial Reporting

Equinox Gold may fail to maintain the adequacy of its internal controls over financial reporting as such standards are modified, supplemented or amended from time to time, and Equinox Gold cannot ensure that it will conclude on an ongoing basis that it has effective internal controls over financial reporting. Equinox Gold’s failure to satisfy the requirements of Canadian and United States legislation relating to internal controls over financial reporting on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm Equinox Gold’s business and negatively impact the trading price and market value of its shares or other securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm Equinox Gold’s operating results or cause it to fail to meet its reporting obligations.

Equinox Gold may fail to maintain the adequacy of its disclosure controls. Disclosure controls and procedures are designed to ensure that the information required to be disclosed by Equinox Gold in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to Equinox Gold’s management, as appropriate, to allow timely decisions regarding required disclosure.

No evaluation can provide complete assurance that Equinox Gold’s financial and disclosure controls will detect or uncover all failures of persons within Equinox Gold to disclose material information otherwise required to be reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. The effectiveness of Equinox Gold’s controls and procedures could also be limited by simple errors or faulty judgments.

If the Company does not maintain adequate financial and management personnel, processes, and controls, it may not be able to accurately report its financial performance on a timely basis, which could cause a decline in the Company’s share price and harm its ability to raise capital. Failure to accurately report the Company’s financial performance on a timely basis could also jeopardize its continued listing on the TSX or NYSE American or any other exchange on which the Company’s common shares may be listed.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

Equinox Gold May Become Subject to Additional Legal Proceedings

Equinox Gold is involved in litigation and proceedings in Canada, Brazil, Mexico, and the United States, and may face various claims, legal proceedings, regulatory investigations, and complaints. The outcomes of these actions are unpredictable and could adversely affect the Company's financial performance, cash flows, and operations. To the extent management believes it is probable that a material cash outflow will be incurred to settle the claim, a provision for the estimated settlement amount is recorded. Disputes may result in liens, claims, or other charges on the Company's assets and properties. Third-party claims could lead to the loss of commercially viable properties, impacting future revenues and operations. Even unsuccessful claims can be costly to defend.

Equinox Gold may also face compensation claims for losses or damages from its activities, along with civil or criminal fines for legal violations. Such actions could increase operating costs and negatively impact the Company's activities.

Management

Equinox Gold's success largely depends on its Board and management team. Losing their services could negatively impact the Company's business, operations, financial position, and growth prospects. There is no guarantee that Equinox Gold can retain its Board, management, or other necessary personnel, and failure to do so could adversely affect the Company.

Employee Recruitment and Retention

Recruiting and retaining qualified personnel is crucial for Equinox Gold's success. The pool of skilled individuals in mining acquisition, exploration, development, and operations is limited, and competition is intense, especially for engineers, geologists, and mining experts. As the Company grows, it will need more key financial, administrative, mining, marketing, and public relations personnel, as well as additional staff at its operations. While Equinox Gold aims to attract and retain qualified personnel, there is no guarantee of success due to increasing competition. Failure to do so could impair operational efficiency and negatively impact future cash flows, earnings, results, and financial condition.

Key Customers

The Company sells gold doré to a few key customers and losing any one of them could harm the Company’s financial performance. Issues such as agreement breaches, disputes, force majeure events, customer bankruptcy, logistics disruptions or events that negatively impact the Company’s relationship with a key customer could significantly impact the Company’s profitability, cash flow and financial condition.

Competition

The mining industry is highly competitive, especially for properties producing gold and other metals. Mines have limited lifespans, so Equinox Gold constantly seeks to replace and expand Mineral Reserves through exploration and new property acquisitions. However, there is a limited supply of desirable mineral lands, and Equinox Gold faces significant competition from larger companies with greater resources. This competition may prevent Equinox Gold from acquiring properties on acceptable terms.

Equinox Gold competes with other mining companies for the recruitment and retention of qualified directors, professional management, employees and contractors. Competition is also intense for the availability of drill rigs, mining equipment, and production equipment. Competition in the mining industry for limited sources of capital could adversely impact the Company’s ability to acquire and develop suitable projects or operations, gold producing companies, or properties having significant exploration potential. Consequently, there is no assurance that Equinox Gold's acquisition and exploration programs will yield new Mineral Reserves or maintain future production levels.

Speculative Nature of Mining Exploration and Development

The long-term success of Equinox Gold depends on the cost and success of its exploration and development projects, which are speculative and risky. Significant expenses are needed to locate and establish Mineral Reserves, and development only begins after satisfactory exploration results. Few explored properties become producing ones, and there is no assurance of discovering commercial ore bodies.

The processes of exploration and development also involves risks and hazards, including environmental hazards, industrial accidents, labour disputes, unusual or unexpected geological conditions or acts of nature. These risks and hazards could lead to events or circumstances which could result in project loss, damage to properties and facilities, environmental harm, delays in exploration and development, and potential personal injury or death.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


RISKS AND UNCERTAINTIES (CONTINUED)

Public Company Obligations

Equinox Gold’s business is subject to evolving corporate governance and public disclosure regulations that have increased the Company’s compliance costs and the risk of non-compliance, which could impact the market value of its common shares or other securities.

Equinox Gold must adhere to rules and regulations promulgated by several governmental and self-regulated organizations, including the Canadian and United States securities administrators and regulators, the TSX, the NYSE American, and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity creating many new requirements.

Equinox Gold’s efforts to comply with such legislation could result in increased general and administration expenses and divert management’s focus from revenue-generating activities to compliance.

No History of Dividends

Equinox Gold has not, since the date of its incorporation, declared or paid any cash dividends on its common shares and does not currently have a policy with respect to the payment of dividends. The payment of dividends in the future will depend on Equinox Gold’s financial condition and other factors as the Board considers appropriate.

Conflicts of Interest

Certain of the directors and/or officers of Equinox Gold also serve as directors and/or officers of other companies involved in natural resource exploration, development and mining operations and consequently there exists the possibility for such individuals to be in a position of conflict. Any decision made by any of such directors and/or officers will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and Equinox Gold shareholders. In addition, each director is required to declare and refrain from voting on any matter in which such director may have a conflict of interest in accordance with the procedures set forth in the British Columbia Business Corporations Act and other applicable laws.


ACCOUNTING MATTERS

Basis of Preparation and Accounting Policies

The Company’s consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). Details of material accounting policies are disclosed in note 3 of the Company’s consolidated financial statements for the year ended December 31, 2024. The impact of future accounting changes is disclosed in note 3(o) to the Company’s consolidated financial statements.

Critical Accounting Estimates and Judgments

In preparing the Company’s consolidated financial statements in conformity with IFRS, management has made judgments, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ. Critical accounting estimates represent estimates that are uncertain and for which changes in those estimates could materially impact the consolidated financial statements. All estimated and underlying assumptions are reviewed on an ongoing basis. Revisions are recognized in the period in which the estimates are revised and in any future periods affected. Areas of judgment and key sources of estimation uncertainty that have the most significant effect are disclosed in note 4 of the Company’s consolidated financial statements for the year ended December 31, 2024.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is accumulated and communicated to management, including the CEO and CFO, as appropriate, to permit timely decisions regarding required disclosure.

Management, including the CEO and CFO, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, Management cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected.

These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, as at December 31, 2024. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as at December 31, 2024.

Internal Controls over Financial Reporting

Management, with the participation of the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in the rules of the United States Securities and Exchange Commission and the Canadian Securities Administrators. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with IFRS as issued by the IASB.

The Company’s ICFR includes policies and procedures that:

•are designed to provide reasonable assurance that accounting records are maintained that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;

•are designed to provide reasonable assurance that the Company’s receipts and expenditures are made in accordance with authorizations of management and the Company’s Directors; and

•are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

The Company’s ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of

any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.

Management assessed the effectiveness of the Company’s ICFR based on the criteria for effective internal control over financial reporting established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013). Based on this assessment, Management concluded that the Company’s internal controls over financial reporting were effective as at December 31, 2024.

KPMG LLP, an independent registered public accounting firm, has audited the effectiveness of internal control over financial reporting, and has expressed their opinion in their report included with the Company’s annual consolidated financial statements.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


CAUTIONARY NOTES AND FORWARD-LOOKING STATEMENTS

This MD&A 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”). 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 MD&A relates to, among other things: the strategic vision for the Company and expectations regarding exploration potential, production capabilities, growth potential and future financial or operating performance; the Company’s expectations for the operation of Greenstone, including future financial or operating performance and anticipated improvements in recovery rates, mining rates and throughput to achieve design capacity; the Company’s production and cost guidance; the timing for and Company’s ability to successfully advance its growth and development projects, including the expansions at Castle Mountain and Aurizona; the anticipated timeframe for residual leaching at Castle Mountain; the Company’s ability to successfully renegotiate new long-term agreements at Los Filos and the need to suspend operations indefinitely if those negotiations are unsuccessful; the strength of the Company’s balance sheet, and the Company’s liquidity and future cash requirements; the expectations for the Company’s investments in Versamet and Bear Creek; and the conversion of Mineral Resources to Mineral Reserves.

Forward-looking Information generally identified by the use of words like “believe”, “will”, “achieve”, “strategy”, “increase”, “plan”, “vision”, “improve”, “potential”, “intend”, “anticipate”, “expect”, “estimate”, “on track”, “target”, “objective”, 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 the Company believes that the expectations reflected in such Forward-looking Information are reasonable, undue reliance should not be placed on Forward-looking Information since the Company can give no assurance that such expectations will prove to be correct.

The Company has based Forward-looking Information on the Company’s current expectations and projections about future events and these assumptions include: Equinox Gold’s ability to achieve the exploration, production, cost and development expectations for its respective operations and projects; the Company’s ability to achieve its production, cost and development expectations for Greenstone; no unplanned delays or interruptions in scheduled production; ore grades and recoveries remain consistent with expectations; tonnage of ore to be mined and processed remains consistent with expectations; no labour-related disruptions; existing assets are retained and continue to produce at current rates; expectations regarding the impact of macroeconomic factors on the Company’s operations, share price performance and gold price; prices for gold remaining as estimated; currency exchange rates remaining as estimated; availability of funds for the Company’s projects and future cash requirements; prices for energy inputs, labour, materials, supplies and services remaining as estimated; that the effect of any tariffs will not materially affect the price or availability of goods used by the Company at is operations; achieving design capacity at Greenstone in accordance with expectations; the expansion projects at Castle Mountain and Aurizona being completed and performed in accordance with current expectations; the Company’s ability to identify and implement opportunities to mitigate the impact of the geotechnical event at Aurizona; mine plans and estimated development schedules remaining consistent with the plans outlined in the technical reports for each project; tonnage of ore to be mined and processed and ore grades and recoveries are consistent with mine plans; capital, decommissioning and reclamation estimates remaining as estimated; Mineral Reserve and Mineral Resource estimates and the assumptions on which they are based; no labour-related disruptions and no unplanned delays or interruptions in scheduled construction, development and production, including by blockade or industrial action; the Company’s working history with the workers, unions and communities at Los Filos; the Company’s ability to achieve anticipated social and economic benefits for its host communities; all necessary permits, licenses and regulatory approvals are received in a timely manner; the Company’s ability to comply with environmental, health and safety laws and other regulatory requirements; the Company’s ability to achieve its objectives related to environmental performance; the strategic visions for Versamet and Bear Creek and their respective abilities to successfully advance their businesses; the ability of Bear Creek to meet its payment commitments to the Company; and the ability of Equinox Gold to work productively with its Indigenous partners at Greenstone and its community partners at Los Filos. While the Company considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. Accordingly, readers are cautioned not to put undue reliance on Forward-looking Information contained in this MD&A.


Management’s Discussion and Analysis For the three months and year ended December 31, 2024


CAUTIONARY NOTES AND FORWARD-LOOKING STATEMENTS (CONTINUED)

The Company cautions that Forward-looking Information involves known and unknown 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 contained in this MD&A and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: fluctuations in gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services; fluctuations in currency markets; recent market events and conditions; tariffs; operational risks and hazards inherent with the business of mining (including environmental accidents and hazards, geotechnical failures, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); inadequate insurance, or inability to obtain insurance to cover these risks and hazards; employee relations; relationships with, and claims by, local communities and Indigenous populations; the effect of blockades and community issues on the Company’s production and cost estimates; the Company’s ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner or at all; changes in laws, regulations and government practices, including mining, environmental and export and import laws and regulations; legal restrictions relating to mining; risks relating to expropriation; increased competition in the mining industry; the failure by Bear Creek to meet its commitments to the Company; and those factors identified in the section “Risks and Uncertainties” in this MD&A and in the section titled “Risks Related to the Business” in the Company’s most recently filed Annual Information Form which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

Forward-looking Information is designed to help readers understand management'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, 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 changes in other factors affecting the forward-looking statements and 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 MD&A is expressly qualified by this cautionary statement.

Cautionary Note to U.S. Readers Concerning Estimates of Mineral Reserves and Mineral Resources

Disclosure regarding the Company's mineral properties included in this MD&A, was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the Securities and Exchange Commission (the “SEC”) generally applicable to U.S. companies. Accordingly, information contained in this MD&A is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.


TECHNICAL INFORMATION

Doug Reddy, MSc, P.Geo, Chief Operating Officer, and Scott Heffernan, MSc, P.Geo., EVP Exploration, are the Qualified Persons under NI 43-101 for Equinox Gold and have reviewed and approved the technical content of this document.

EXHIBIT 99.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Equinox Gold Corp.

We consent to the incorporation by reference in the Registration Statement (No. 333-282467) on Form F-10 of our reports dated March 13, 2025, with respect to the consolidated financial statements of Equinox Gold Corp. (the Entity), which comprise the consolidated statements of financial position as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows and changes in equity for each of the years then ended, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2024, which reports appear in the Form 6-K of the Entity dated March 13, 2025.

/s/ KPMG LLP

Chartered Professional Accountants

March 13, 2025

Vancouver, Canada

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