EQX Equinox Gold Corporation

Exhibit

Description

ARTICLE 8 ADDITIONAL REPRESENTATIONS AND WARRANTIES

As of the date hereof, each Seller is the registered and beneficial owner of that number of common shares in the capital of OMF Fund II (Sc) Ltd., a corporation existing under the laws of the Province of British Columbia. (the “Company”) as set out in Schedule 4.3, which shares collectively represent of all of the issued and outstanding shares (the “Purchased Shares”) in the capital of the Company.

As of the date hereof, the Company is the registered and beneficial owner of (i) that number of limited partner units as set out in Schedule 6.2 (the “LP Units”) of Greenstone Gold Mines LP (“Greenstone”), a limited partnership existing under the laws of the Province of Manitoba; and (ii) that number of common shares as set out in Schedule 6.2 (such common shares, together with the LP Units, the “Greenstone Interests”) of Greenstone Gold Mines GP Inc. (“Managing Partner”), the managing partner (and one of the general partners) of Greenstone.

The Sellers wish to sell to the Purchaser, and the Purchaser wishes to purchase from the Sellers, the Purchased Shares, which together comprise all of the Sellers’ direct and indirect ownership interest in Greenstone and the Managing Partner (together the “Greenstone Entities”) comprised of Greenstone Interests on the terms and conditions set forth herein.

Concurrently with the execution of this Agreement and as an inducement to the Sellers’ willingness to enter into this Agreement, the Purchaser has provided the Sellers with a copy of: (i) the Bought Deal Letter attached hereto as Exhibit 7.8(c); (ii) the Commitment Letter attached hereto as Exhibit 7.8(b); (iii) the consent of MDC Industry Holding Company LLC (“MDC”) attached hereto as Exhibit D-2 (the “MDC Consent”); and (iv) the waiver of MDC attached hereto as Exhibit D-3 (the “MDC Waiver”).

OMF GE shall be appointed as agent to the Sellers pursuant to Section 13.1.

Defined Terms

any fluctuations or changes in commodity prices;

any change in global, national or regional political, economic, business, regulatory or market conditions or in national or global financial, credit, currency, or capital markets;

war, armed hostilities, acts of terrorism, military action or the escalation or worsening thereof;

any change affecting generally the markets or industries in which the Company operates;

any adoption, proposal, implementation or change in Law, or any interpretation of Law, by any Governmental Body;

acts of God, crises, natural disasters, similar calamities or other force majeure events including any climatic, earthquake or other natural event or condition (including weather conditions and any natural disaster);

any epidemic, pandemic, disease outbreak (including COVID-19), other health crisis or public health event;

any changes in applicable accounting standards or any applicable regulatory accounting rules (including IFRS or GAAP) or the enforcement, implementation or interpretation thereof;

any act or omission of Purchaser or its Affiliates;

compliance with the terms of this Agreement;

any act or omission of the Company prior to the Closing Date taken or omitted to be taken with the prior consent or at the request of Purchaser or in accordance with the terms of this Agreement or any Contract to which the Company is a party;

any matter which has been disclosed by any Sellers to the Purchaser, included any matter disclosed in the Schedules to this Agreement; or

the announcement or performance of this Agreement or consummation of the transaction of purchase and sale or any other transactions contemplated by this Agreement or the identity of the Purchaser;

any fluctuations or changes in commodity prices;

any change in global, national or regional political, economic, business, regulatory or market conditions or in national or global financial, credit, currency, or capital markets;

war, armed hostilities, acts of terrorism, military action or the escalation or worsening thereof;

any change affecting generally the markets or industries in which the Purchaser Guarantor operates;

any adoption, proposal, implementation or change in Law, or any interpretation of Law, by any Governmental Body;

acts of God, crises, natural disasters, similar calamities or other force majeure events including any climatic, earthquake or other natural event or condition (including weather conditions and any natural disaster);

any epidemic, pandemic, disease outbreak (including COVID-19), other health crisis or public health event;

any changes in applicable accounting standards or any applicable regulatory accounting rules (including IFRS or GAAP) or the enforcement, implementation or interpretation thereof;

any act or omission of Sellers or their Affiliates;

compliance with the terms of this Agreement;

any act or omission of the Purchaser Guarantor prior to the Closing Date taken or omitted to be taken with the prior consent or at the request of Sellers or in accordance with the terms of this Agreement or any Contract to which the Purchaser Guarantor is a party;

any matter which has been disclosed by the Purchaser Guarantor or the Purchaser to the Sellers, included any matter disclosed in the Schedules to this Agreement; or

the announcement or performance of this Agreement or consummation of the transaction of purchase and sale or any other transactions contemplated by this Agreement or the identity of the Sellers;

any fluctuations or changes in commodity prices;

any change in global, national or regional political, economic, business, regulatory or market conditions or in national or global financial, credit, currency, or capital markets;

war, armed hostilities, acts of terrorism, military action or the escalation or worsening thereof;

any change affecting generally the markets or industries in which the Greenstone Entities or the Project operates;

any adoption, proposal, implementation or change in Law, or any interpretation of Law, by any Governmental Body;

acts of God, crises, natural disasters, similar calamities or other force majeure events including any climatic, earthquake or other natural event or condition (including weather conditions and any natural disaster);

any epidemic, pandemic, disease outbreak (including COVID-19), other health crisis or public health event;

any changes in applicable accounting standards or any applicable regulatory accounting rules (including IFRS or GAAP) or the enforcement, implementation or interpretation thereof;

any act or omission of Purchaser or its Affiliates;

compliance with the terms of this Agreement;

any act or omission of the Greenstone Entities prior to the Closing Date taken or omitted to be taken with the prior consent or at the request of Purchaser or in accordance with the terms of this Agreement or any Contract to which any of the Greenstone Entities are a party or the Project is bound;

any matter which has been disclosed by any Sellers to the Purchaser, included any matter disclosed in the Schedules to this Agreement;

the failure of any of the Greenstone Entities or the Project to meet any internal, published or public projections, forecasts, guidance or estimates, including in respect of revenues, earnings or cash flows for any period or periods (provided that the underlying cause of such failure may be taken into account when determining if a Greenstone Material Adverse Change has occurred, provided it is not otherwise excluded from the definition of Greenstone Material Adverse Change); or

the announcement or performance of this Agreement or consummation of the transaction of purchase and sale or any other transactions contemplated by this Agreement or the identity of the Purchaser;

encumbrances for Taxes not yet due or payable or which the Company or its subsidiaries owing such Taxes is contesting in good faith to the extent that such proceedings effectively prevent the applicable Governmental Body from taking collection action in respect of such disputed Taxes or enforcing any Encumbrance securing the same;

the reservations, limitations, provisos and conditions expressed in any original grant from a Governmental Body and any statutory exceptions to title;

agreements with any Governmental Body and any public utilities or private suppliers of services that in each case do not materially detract from the value or materially interfere with the use of the real or immovable property subject thereto;

those royalties set out in Schedule 1.1(a) (Permitted Encumbrances) of the Equinox Gold Disclosure Letter under the heading “Royalties” and the other interests set out in Schedule 1.1(a) (Permitted Encumbrances) of the Equinox Gold Disclosure Letter provided that such other interests do not affect in any material respect, alone or in the aggregate, the value and/or marketability of the Project or the use of the Project for exploration, development, construction and/or mining purposes;

the Encumbrances set out in Schedule 1.1(a) of the Equinox Gold Disclosure Letter; and

Encumbrances arising under or in respect of the transactions provided for under the Centerra Purchase Agreement.

Rules of Construction

the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Share Purchase Agreement in its entirety and not to any particular provision hereof, and any such reference means this Agreement as amended, modified, replaced or supplemented from time to time;

references to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement;

the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

the words “including”, “includes” and “include” mean “including (or includes or include, as applicable) without limitation” and the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”;

references to “$” or “US$” refer to the lawful currency of the United States, while references to “C$” or “CAD” refer to the lawful currency of Canada;

any time period within which a payment is to be made or other action is to be taken hereunder shall be calculated as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day, if the last day of the period is not a Business Day;

whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day;

references to time are to local time, Toronto, Ontario;

the phrase “made available”, when used in reference to a document, means that the document was (i) delivered or provided to Purchaser or (ii) made available for viewing in the electronic data room hosted by Firmex and titled “Project Puffin” (the “Data Room”) at least two Business Days prior to the date hereof,

except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended, re-enacted or replaced

except as otherwise provided in this Agreement, any reference in this Agreement to a Contract or other agreement refers to such Contract or agreement as it may have been or may from time to time be amended, restated, replaced, or superseded.

Knowledge

Any reference to the knowledge of any Seller or the Company, shall be deemed to refer to the actual knowledge of Istvan Zollei and Benedict Alziari, after reasonable inquiry.

Any reference to the knowledge of Purchaser, shall be deemed to refer to the actual knowledge of Greg Smith, Chief Executive Officer and Peter Hardie, Chief Financial Officer, after reasonable inquiry.

Obligations of Sellers

(i) the obligations of Sellers under this Agreement and in respect of the transactions contemplated by this Agreement are several and not joint or joint and several, and (ii) no Seller shall have any liability or obligation in respect of any breach or non- performance by any other Seller of any covenant or obligation under or in respect of this Agreement; and

all covenants and obligations contained herein that are applicable to the Greenstone Entities shall be deemed to be limited to the extent of the rights of the Company which may be exercised pursuant to the Greenstone LPA or governing or constating documents of the Managing Partner, as applicable.

Entire Agreement

Time of Essence

Governing Law and Submission to Jurisdiction

This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

Each of the Parties irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts, and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

Severability

Purchase and Sale of the Purchased Shares

Purchase Price

The aggregate purchase price (the “Purchase Price”) payable by the Purchaser to the Sellers for the Purchased Shares shall be equal to:

$705,037,000 in cash (the “Cash Consideration”);

the delivery of the Promissory Note in the principal amount of $40,000,000 (the “Deferred Payment Amount”);

42,000,000 Equinox Gold Shares (the “Consideration Shares”);

plus the amount, if any, of any Interim Contributions;

minus the amount, if any, of any Interim Distributions;

minus the amount of the Credit Agreement Indebtedness;

plus the amount, if any, of any Net Payments;

minus the amount, if any, of Closing Transaction Expenses; and

plus the amount, if any, of Transfer Date Cash.

Delivery of the Estimated Statement

Each of the Parties acknowledges that it is not possible to determine the Purchase Price until the same is finally determined pursuant to Section 2.8. Accordingly, not less than five Business Days prior to the Closing Date, the Seller Representative shall deliver to the Purchaser a statement (the “Estimated Statement”) detailing:

a statement of Interim Contributions; (such statement being the “Interim Contributions Statement”);

a statement of Net Payments (such statement being the “Net Payments Statement”);

the Sellers’ good faith estimate of Interim Distributions;

a statement of the outstanding balance of item (i) of the definition of Credit Agreement Indebtedness calculated as of the Closing Date;

the Sellers’ good faith estimate of Closing Transaction Expenses;

the Sellers’ good faith estimate of Transfer Date Cash; and

on the basis of the foregoing estimates, a calculation of the Purchase Price (such estimate being the “Estimated Purchase Price”).

Prior to the Closing, the Seller Representative shall afford the Purchaser the opportunity to review and comment on the Estimated Statement, acting reasonably, and the Sellers shall consider in good faith (but will not be obligated to incorporate) any comments from the Purchaser thereon.

Not less than one Business Day prior to the Closing Date, the Seller Representative shall deliver to the Purchaser the Payout Letters.

Satisfaction of Estimated Purchase Price

at the Time of Closing:

by delivering the Withheld Amount, if any, to the Escrow Agent;

by directing the Purchaser Guarantor to issue the Consideration Shares in electronic format, in accordance with Section 3.6(d), registered in the name of the Sellers or an Affiliate thereof, as designated by the Sellers in writing at least two Business Days prior to the Closing Date, and register in the share register of the Purchaser Guarantor the name of the Sellers (or its designated Affiliates) in respect of such Consideration Shares;

by delivering, by way of wire transfer of immediately available funds to an account or accounts designated in writing at least two Business Days prior to the Closing Date by Sellers Representative to the Purchaser in accordance with Section 13.3, the balance of the Estimated Purchase Price in cash after deducting (1) the other amounts contemplated above in this Section 2.4(a) and (2) the Deferred Payment Amount; and

by delivering the Promissory Note.

on or before December 31, 2024, by paying the Deferred Payment Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Representative to the Purchaser in writing at least two Business Days prior to such date as provided in accordance with Section 13.3 as full repayment of all amounts owing under the Promissory Note.

Credit Agreement Indebtedness

Certain Tax Matters

The Non-Resident Sellers may, on or before the Closing Date, deliver or cause to be delivered to the Purchaser certificates issued under section 116 of the Tax Act (“116 Certificates”) in respect of the sale of the Purchased Shares owned by the Non-Resident Sellers. If a Non-Resident Seller delivers a 116 Certificate to the Purchaser prior to the Closing Date and the certificate limit fixed by the 116 Certificate is equal to or exceeds the Non-Resident Seller’s Pro Rata Portion of the Purchase Price, then the Purchaser shall not withhold any amount from the Purchase Price in respect such Non-Resident Seller.

The Seller Representative will deliver a notice to the Purchaser at least 15 Business Days prior to the Closing Date that specifies the aggregate amount of the Tax Gains for the Non-Resident Sellers (the “Specified Amount”); provided that the Purchaser will have the opportunity to review as to how the Specified Amount was determined. The Purchaser shall be entitled to deduct and withhold from the Purchase Price, on account of the Non-Resident Sellers in accordance with section 116 of the Tax Act, an amount equal to 25% of the Specified Amount (the “Withheld Amount”), as set out more fully below. Unless there is a change in Law after the date hereof, the Purchaser agrees and acknowledges that it will not deduct or withhold any other amounts from the Purchase Price and in particular, that it will not deduct and withhold any amounts payable to Sellers on account of the Canadian Seller. The maximum Withheld Amount shall therefore not exceed 25% of the Specified Amount unless there is a change in Law after the date hereof. The Purchaser and Escrow Agent shall continue to withhold any Withheld Amount and shall not remit or pay such Withheld Amount to any Person except in accordance with this Section 2.6. Any Withheld Amounts withheld under this Section 2.6(b) shall be paid to the Escrow Agent in accordance with Section 2.4(a) and held, invested and distributed by the Escrow Agent in accordance with the terms of an escrow agreement to be entered into on Closing by the Purchaser, Sellers and the Escrow Agent, and such amounts (together with any interest earned thereon) (the “116 Escrow Amounts”) shall be held in trust for the benefit of the Non-Resident Sellers.

Where a Withheld Amount has been withheld under Section 2.6(b) and a Non-Resident Seller delivers to the Escrow Agent, on or before the 25th day of the month following the month in which the Closing Date occurs, a 116 Certificate, the

Escrow Agent shall, in respect of the portion of the Withheld Amount that relates to such Non-Resident Seller:

pay forthwith to the Receiver General for Canada (and in any event within four calendar days of delivery of such 116 Certificate to the Escrow Agent), for the account of the Non-Resident Seller in accordance with section 116 of the Tax Act, 25% of the amount, if any, by which such portion of the Withheld Amount exceeds the certificate limit fixed by such 116 Certificate; and

pay forthwith to the Seller Representative for the account of the Non-Resident Seller (and in any event within four calendar days of delivery of such 116 Certificate to the Escrow Agent) the remainder of the Non-Resident Seller’s portion of the 116 Escrow Amount.

Subject to Section 2.6(f), where a Withheld Amount has been withheld under Section 2.6(b) and no 116 Certificate has been delivered to the Purchaser and the Escrow Agent in respect of a Non-Resident Seller’s portion of the Withheld Amount on or prior to the 25th day of the month following the month in which the Closing Date occurs, no amount shall be remitted by the Escrow Agent in respect of such portion of the Withheld Amount to the Receiver General for Canada if the Non-Resident Seller delivers to Purchaser and the Escrow Agent, on or prior to the 25th day of the month following the month in which the Closing Date occurs, a comfort letter (the “Comfort Letter”) issued by the Canada Revenue Agency which extends the time period under which the Purchaser is required to remit to the Receiver General for Canada an amount on behalf of the Non-Resident Seller in respect of the portion of the Withheld Amount without being subject to interest and penalties.

Where a Non-Resident Seller does not deliver to Purchaser and the Escrow Agent, on or prior to the 25th day of the month following the month in which the Closing Date occurs, 116 Certificates or Comfort Letters in respect of its portion of the Withheld Amount, the Escrow Agent shall pay forthwith to the Receiver General for Canada (and in any event, on or before the 29th day of the month following the month in which the Closing Date occurs), for the account of the Non-Resident Seller in accordance with section 116 of the Tax Act, the Non-Resident Seller’s portion of the Withheld Amount.

Where a Withheld Amount has been withheld under this Section 2.6 and a Non- Resident Seller has delivered to the Purchaser and the Escrow Agent a Comfort Letter as described in Section 2.6(d), the Escrow Agent shall continue to hold the Non-Resident Seller’s portion of the Withheld Amount subject to the following:

if a Non-Resident Seller notifies the Purchaser and the Escrow Agent that the Canada Revenue Agency has made a final written determination (a copy of which shall be provided to the Purchaser and the Escrow Agent) and that a 116 Certificate in respect of the Non-Resident Seller’s portion of the Withheld Amount will be issued upon receipt by the Receiver General for Canada of a

specified amount, the Escrow Agent shall release such specified amount from the Withheld Amounts to the Receiver General for Canada, for the sole purpose of obtaining the 116 Certificate (and Section 2.6(c)(i) and (ii) shall apply to the balance of the portion of the 116 Escrow Amounts if a 116 Certificate is issued); and

if a Non-Resident Seller delivers to Purchaser and the Escrow Agent a 116 Certificate in respect of its portion of the Withheld Amount, Section 2.6(c)(i) and (ii) shall apply to such portion of the 116 Escrow Amounts.

The provisions of this Section 2.6 shall also apply, with such modifications as may be reasonably necessary, to any payments made by the Purchaser on account of any adjustments to the Purchase Price, so that the total Withheld Amount would then be equal to 25% of the aggregate amount of the Tax Gains for the Non-Resident Sellers in respect of the adjusted Purchase Price.

In all cases, for greater certainty, the Seller Representative, for the account of the Non-Resident Sellers, shall be entitled to all interest earned on the amounts withheld hereunder, and such amount shall be paid forthwith to the Seller Representative, for the account of the Non-Resident Sellers, when the amount withheld is paid by the Escrow Agent in accordance with this Section 2.6.

To the extent that amounts are withheld and remitted to the applicable taxing authority pursuant to this Section 2.6, such amounts shall be treated for all purposes of this Agreement as having been paid to the Seller Representative on account of the appropriate Non-Resident Seller in respect of the Purchase Price.

Gold Purchase Agreement Deliveries.

Closing Statement

Delivery of Draft Closing Statement. Not later than 15 days after the Closing Date, the Purchaser shall cause to be prepared and delivered to the Seller Representative a statement (the “Draft Closing Statement” and, as finally determined pursuant to the provisions of this Section 2.8, the “Closing Statement”), which shall set forth in reasonable detail:

the Purchaser’s good faith calculation of the Interim Contributions Statement;

the Purchaser’s good faith calculation of the Net Payments Statement;

the Purchaser’s good faith calculation of Interim Distributions;

the Purchaser’s good faith calculation of Closing Transaction Expenses;

the Purchaser’s good faith calculation of Transfer Date Cash; and

on the basis of the foregoing, a calculation of the Purchase Price.

Cooperation. Upon reasonable request: (i) the Sellers shall cooperate with the Purchaser to the extent reasonably required to prepare the Draft Closing Statement; and (ii) during the 15 days following the delivery of the Draft Closing Statement, the Purchaser shall provide to the Seller Representative access to all work papers of the Company and the Greenstone Entities and their respective accounting and financial books and records to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement during normal business hours and provided that such access is not unduly disruptive to the business of the Company.

Objection Period. Within 15 days following delivery of the Draft Closing Statement, the Seller Representative shall notify the Purchaser in writing if the Seller Representative has any objections to the Draft Closing Statement (the “Notice of Objection”). The Notice of Objection shall state in reasonable detail the basis of each objection and the approximate amounts in dispute. The Sellers shall be deemed to have accepted the Draft Closing Statement as the Closing Statement if the Sellers Representative does not notify the Purchaser of any objection within such period of 15 days.

Settlement of Dispute. If the Seller Representative sends a Notice of Objection in accordance with Section 2.8(c), then the Purchaser and the Seller Representative shall work expeditiously and in good faith to resolve any item in the Draft Closing Statement that has been specifically identified in the Notice of Objection within a further period of 10 days after the date of the delivery of the Notice of Objection, failing which, only the items that remain in dispute (the “Disputed Items”) may be submitted by the Seller Representative or the Purchaser for final determination to the Third Party Accountants. The Purchaser and the Seller Representative shall use commercially reasonable efforts to cause the Third Party Accountants to complete their work within 30 days of their engagement. While the Third Party Accountants are performing their engagement, the Parties shall not communicate with the Third Party Accountants on the subject matter of their work, except by joint conference

call, joint meeting or letter with copy simultaneously delivered to the other Party. The Third Party Accountants shall allow the Purchaser and the Seller Representative to present their respective positions regarding the Draft Closing Statement and each of the Purchaser and the Seller Representative shall have the right to present additional documents, materials and other information, and make an oral presentation to the Third Party Accountants regarding the Disputed Items. The Third Party Accountants shall consider such additional documents, materials and other information and such oral presentations and the Third Party Accountants shall make their determination solely based on presentations by the Seller Representative and the Purchaser and not by independent review. Any other documents, materials or other information must be copied to the Purchaser and the Seller Representative and each of Purchaser and the Seller Representative shall be entitled to attend any such oral presentation, and to reply thereto in respect of such items. With respect to each Disputed Item, the Third Party Accountants shall adopt a position that is either equal to the Purchaser’s proposed position, equal to the Seller Representative’s proposed position, or between (but not necessarily the “mid-point” of) the positions proposed by the Seller Representative and the Purchaser. The determination of the Third Party Accountants shall be final and binding upon the Parties and shall not be subject to appeal, absent manifest error. The Third Party Accountants shall be acting as experts and not as arbitrators. The Parties agree that the procedures set forth in this Section 2.8 for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes.

Final Settlement.

On the later of the fifth Business Day following: (x) the date on which the Seller Representative and the Purchaser agree to the Closing Statement (or are deemed to have agreed to the Closing Statement pursuant to Section 2.8(c)); and (y) the date on which a determination in respect of a Notice of Objection is made by the Third Party Accountants pursuant to Section 2.8(d) (such date, the “Settlement Date”):

if the Purchase Price is greater than the Estimated Purchase Price, then the Purchaser shall pay to the Sellers an aggregate amount of cash equal to the amount by which the Purchase Price is greater than the Estimated Purchase Price; or

if the Purchase Price is less than the Estimated Purchase Price, then, subject to and in accordance with Section 2.8(e)(iii), the Sellers shall pay to the Purchaser an aggregate amount of cash equal to the amount by which the Estimated Purchase Price is greater than the Purchase Price.

Any payment by the Purchaser pursuant to Section 2.8(e)(i)(A) shall be satisfied by the Purchaser paying to the Sellers such payment by wire transfer of

immediately available funds on the Settlement Date to an account or accounts directed by the Sellers as provided in accordance with Section 13.3.

Any payment by the Sellers pursuant to Section 2.8(e)(i)(B) shall be satisfied either, (i) by the Sellers paying to the Purchaser such payment by wire transfer of immediately available funds on the Settlement Date to an account or accounts directed by the Purchaser as provided in accordance with Section 13.3, or (ii) if mutually agreed by the Purchaser and the Seller Representative at such time, by set-off against the Deferred Payment Amount.

Fees and Expenses. The Sellers and the Purchaser shall each bear the fees and expenses of their respective auditors, lawyers, accountants, financial advisors and other professional advisors in preparing, reviewing or settling, as the case may be, the Draft Closing Statement. Where the Third Party Accountants have been retained to resolve a dispute, the fees and expenses of the Third Party Accountants will be borne by the Sellers, on the one hand, and the Purchaser, on the other hand, in inverse proportion as they may prevail on matters resolved by the Third Party Accountants, which proportionate allocations will also be determined by the Third Party Accountants at the time the determination of the Third Party Accountants is rendered in the Draft Closing Statement. For illustrative purposes, should the disputed items total in amount to $1,000 and the Third Party Accountants award $600 in favour of Purchaser’s position, 60% of the costs of the Third Party Accountants’ review would be borne by the Sellers and 40% of the costs would be borne by the Purchaser.

Closing

No Law Restraining Consummation of Transaction

Conditions of Closing in Favour of the Purchaser

the representations and warranties of the Sellers contained in this Agreement set forth in:

the Sellers’ Fundamental Representations and shall be true and correct in all respects as of the Closing Date as if made as at and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date and, in either case, except for de minimis inaccuracies); and

Article 4, Article 5, and Article 6 (other than the Sellers’ Fundamental Representations) shall be true and correct in all respects as of the Closing Date as if made as at and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) except where the failure or failures of such representations and warranties to be so true and correct in all respects would not have a Company Material Adverse Change or Greenstone Material Adverse Change, as applicable;

the Sellers shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and all deliveries contemplated by Section 3.5 and Section 11.4(f) shall have been tabled;

since the date of this Agreement, there shall not have occurred a Company Material Adverse Change or Greenstone Material Adverse Change;

the conditional acceptance of the TSX and approval by the NYSE American for the issuance of the Consideration Shares shall have been obtained (which shall be subject only to customary conditions);

the Purchaser shall have received each of the Sandstorm GPA Consent and the Sandstorm ICA Consent; and

the MDC Consent shall remain in full force and effect.

Conditions of Closing in Favour of the Sellers

the representations and warranties of the Purchaser contained in this Agreement set forth in:

the Purchaser Fundamental Representations and the Purchaser Additional Fundamental Representations shall be true and correct in all respects as of the Closing Date as if made as at and as of such date (except to the extent such

representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date and, in either case, except for de minimis inaccuracies); and

Article 7 (other than the Purchaser Fundamental Representations) and Article 8 (other than the Purchaser Additional Fundamental Representations) shall be true and correct in all respects as of the Closing Date as if made as at and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) except where the failure or failures of such representations and warranties to be so true and correct in all respects would not have an Equinox Gold Material Adverse Change;

the Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date, and all deliveries contemplated by Section 3.6 shall have been tabled;

all approvals, consents and Authorizations necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained, including the conditional acceptance of the TSX and approval by the NYSE American for the issuance of the Consideration Shares (which shall be subject only to customary conditions); and

the MDC Waiver shall remain in full force and effect without any amendments, except as consented to in writing by the Sellers.

Closing Deliveries to the Purchaser

a certificate of an officer of the Sellers Representative, dated the Closing Date, representing and certifying that the conditions set forth in Section 3.3(a) and Section 3.3(b) have been fulfilled;

the share certificates representing the Purchased Shares, together with assignments or other instruments of transfer duly endorsed in blank, and otherwise in form and substance satisfactory to the Purchaser, acting reasonably, for transfer of such Purchased Shares to the Purchaser;

the Payout Letters in form and substance satisfactory to the Purchaser, acting reasonably;

a certificate of status, compliance, good standing or like certificate with respect to corporate or partnership Sellers and the Company issued by appropriate government officials of their respective jurisdictions of incorporation, if available in such jurisdiction;

the Promissory Note, duly executed by the Sellers;

a mutual release of Sellers and their respective Affiliates and Purchaser, the Company and their respective Affiliates in the form attached hereto as Exhibit 3.5(f) (the “Mutual Release”), duly executed by Sellers;

resignations and mutual releases of the directors and officers of the Company, in the form attached hereto as Exhibit 3.5(g), duly executed by the directors and officers of the Company and the Company; and

the corporate records and minute books, including the articles and other constating documents of the Company.

Closing Deliveries to the Sellers

At the Closing, the Sellers shall receive:

a certificate of an officer of the Purchaser, dated the Closing Date, representing and certifying that the conditions set forth in Section 3.4(a) and Section 3.4(b) have been fulfilled;

a certificate of status, compliance, good standing or like certificate with respect to Purchaser issued by the appropriate government official of its jurisdiction of incorporation;

evidence satisfactory to the Sellers of the conditional acceptance by the TSX and approval by the NYSE American for the listing of the Consideration Shares on the NYSE American and the TSX (which shall be subject only to customary conditions);

the electronic deposit of CDS or other electronic book-entry system that may be issued representing the Consideration Shares, in a form satisfactory to the Sellers, registered in the name of the Sellers or an Affiliate thereof as directed by the Sellers;

the Promissory Note, duly executed by the Purchaser;

the Mutual Release, duly executed by Purchaser; and

the Purchase Price in accordance with Section 2.2.

Organization

Authorization

Purchased Shares

As of the date of this Agreement, such Seller is the only registered and beneficial owner of record of the Purchased Shares set forth next to its name in Schedule 4.3;

the Purchased Shares are capital property to such Seller for the purposes of the Tax Act; and

immediately prior to Closing, such Seller will be the only registered and beneficial owner of record of the Purchased Shares set forth next to its name in Schedule 4.3, which such schedule will be updated by the Sellers prior to Closing;

Upon completion of the transactions contemplated by this Agreement, all of the Purchased Shares will be owned by the Purchaser as the registered and beneficial owner of record, free and clear of all Encumbrances (other than as specified in the Greenstone LPA or the Side Letter or Encumbrances imposed thereon by, or at the direction of, the Purchaser or the Purchaser Guarantor). The Purchased Shares constitute all of the Purchased Shares owned by such Seller on the date hereof and all of the Purchased Shares held by the Sellers collectively constitute all of the issued and outstanding shares in the capital of the Company on the date hereof. Such Seller has the authority and power to transfer the Purchased Shares it owns and other than as set out in the Greenstone LPA or the Side Letter, there are no restrictions (contractual, statutory or otherwise) prohibiting or otherwise affecting the sale, trading or transfer of such Purchased Shares by such Seller pursuant to the terms of this Agreement. The Greenstone Interests constitute all of the Partnership Units and shares of the Managing Partner owned by the Company on the date hereof and upon completion of the transactions contemplated by this Agreement, will be owned by the Company free and clear of all Encumbrances (other than Encumbrances imposed thereon by, or at the direction of, the Purchaser or the Purchaser Guarantor).

No Other Agreements to Purchase

Other than as set out in the Greenstone LPA or Side Letter, no Person, other than the Purchaser, has any written or oral agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming a right, agreement or option for the purchase or acquisition from the Sellers, indirectly or directly, of any of the Purchased Shares.

Other than as set out in the Greenstone LPA or Side Letter, no Person has any written or oral agreement or option or any right or privilege (whether by Law, pre- emptive or contractual) capable of becoming a right, agreement or option for the purchase or acquisition from the Company, indirectly or directly, of any of the Greenstone Interests.

Other than pursuant to the Centerra Assignment Agreement, the Company has not assigned the Centerra Purchase Agreement, in full or in part, or any of its rights and obligations thereunder.

No Violation

Seller’s Consents and Approvals

Litigation

Solvency

Finders’ Fees

OMF Verte

Accredited Investor; Investment Experience

Formation and Organization.

Company Consent and Approvals.

Compliance with Laws.

Solvency.

Litigation

No Undisclosed Liabilities.

Absence of Certain Changes or Events.

Residency.

Holding Company

Except for the Greenstone Interests or as contemplated in the Company Material Contracts, the Company: (A) has no assets, security holdings, operations,

subsidiaries, employees or liabilities, other than assets and liabilities of a de minimis nature and (B) does not engage, and has not ever engaged, in any business or activity other than holding the Greenstone Interests, engaging in commodity hedges and as contemplated in the Company Material Contracts and administrative activities incidental thereto.

The books and records of the Company have been maintained in accordance with all applicable Laws in all material respects, and are complete and accurate, in all material respects. Complete and accurate copies of the articles and by-laws, minutes of meetings and resolutions of shareholders and directors, as applicable, and the share certificate books, securities register, register of transfers and register of directors and/or officers of the Company have been made available to Purchaser.

No Defaults; Company Material Contracts.

To the knowledge of the Sellers, no event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) has contravened, conflicted with or resulted in, or may contravene, conflict with or result in, a violation or breach of, or give the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Company Material Contract, Authorization in respect of the Company to which it is a party or by which it or its properties and assets may be bound, and each other Person that is party thereto is, to the knowledge of the Sellers, in compliance in all material respects with the terms and requirements thereof. Without limiting the generality of the foregoing:

all Company Material Contracts, including any amendments, side letters or waivers, thereof have been made available to the Purchaser;

the Company is not, and, to the knowledge of the Sellers, no other Person, is in default or breach in the observance or performance of any material term, covenant or obligation to be performed by the Company or such other Person under any Company Material Contract to which it is a party or by which it is otherwise bound (including its property and assets) and each such Company Material Contract is in good standing, constitutes a valid and binding agreement of each of the parties thereto, is in full force and effect and is enforceable in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar applicable Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction; and

the Sellers have no knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any Company Material Contract and none of the Company or the Sellers has received notice of any intention to terminate any Company Material Contract or repudiate or disclaim any transaction contemplated thereby.

Employees

Greenstone Contributions

Centerra Contingent Contribution

No Company Material Adverse Change

Since the Lookback Date, there has been no Company Material Adverse Change.

Company Taxes

All Taxes due and payable by the Company (whether or not shown due on any Tax Returns and whether or not assessed (or reassessed) by the appropriate Governmental Body) have been timely paid when due. All assessments and reassessments received by the Company in respect of Taxes have been paid when due. No extension of time in which to file any such Tax Returns is in effect.

All Tax Returns required by Law to be filed by or with respect to the Company have been properly prepared and timely filed when due and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct in all material respects, and no material fact or facts have been omitted therefrom.

Adequate provision has been made by the Company in the Company Financial Statements for all Taxes for any period for which Tax Returns are not yet required to be filed, or for which Taxes are not yet due or payable.

Since the date of the most recent Company Financial Statements, the Company has not incurred any material liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material liability, whether actual or contingent, for Taxes, other than in the ordinary course.

No audit, assessment, resassessment or other proceeding by any Governmental Body is pending or, to the knowledge of the Sellers, threatened with respect to any Taxes due from or with respect to the Company and no Governmental Body has given written notice of any intention to assert any deficiency or claim for additional Taxes against the Company. There are no matters under audit or appeal or in dispute, or, to the knowledge of the Sellers, under discussion, with any Governmental Body relating to Taxes in respect of the Company.

No Governmental Body of a jurisdiction in which Company does not file Tax Returns has made any written claim that the Company is or may be subject to taxation by such jurisdiction. To the knowledge of the Sellers, there is no basis for a claim that the Company is subject to Tax in a jurisdiction in which the Company does not file Tax Returns.

There are no outstanding agreements, waivers, objections or arrangements extending the statutory period of limitations applicable to any claim for Taxes due from or with respect to the Company for any taxable period, nor has any such agreement, waiver, objection or arrangement been requested. The Company is not bound by any Tax sharing, allocation or indemnification or similar agreement.

The Company has withheld or collected any Taxes from each payment made to any Person that are required by applicable Law to be withheld or collected and have paid or remitted, on a timely basis, the full amount of any Taxes that have been withheld or collected, and are due, to the applicable Governmental Body.

The Company has maintained and continues to maintain at its place of business in Canada all records and books of account required to be maintained under the Tax Act and any comparable Law of any province or territory in Canada, in all material respects.

The terms and conditions made or imposed in respect of every transaction (or series of transactions) between the Company and any Person that is (i) a non-resident of Canada for purposes of the Tax Act, and (ii) not dealing at arm’s length with the Company for purposes of the Tax Act, do not differ from those that would have been made between Persons dealing at arm’s length for purposes of the Tax Act.

The Company is not party to or bound by any tax sharing agreement, tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Body).

The Company will not be required to include in a tax period ending after the Closing Date any amount of net taxable income (after taking into account deductions claimed for such a period that relate to a prior period) attributable to income that accrued, or that was required to be reported for financial accounting purposes in a prior taxable period but that was not included in taxable income for that or another prior tax period.

There are no transactions or events that have resulted, and no circumstances existing which could result, in the application to the Company of sections 80, 80.01, 80.02, 80.03, 80.04 of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

The Company has not incurred any deductible outlay or expense owing to a Person not dealing at arm’s length (for purposes of the Tax Act) with the Company the amount of which would, in the absence of an agreement filed under paragraph 78(1)(b) of the Tax Act, be included in the Company’s income for Canadian income tax purposes for any taxation year or fiscal period beginning on or after the Closing Date under paragraph 78(1)(a) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

The Company does not have any liability for the Taxes of any Person under subsection 160(1) of the Tax Act (or any corresponding or similar provision of any other applicable Law), as a transferee, successor, by contract or otherwise.

The Company has not claimed or received an amount, and no amount has been taken into account in calculating the Purchase Price, in respect of a Tax credit, refund, rebate overpayment or similar adjustment of Taxes, including any governmental assistance or subsidy, to which the Company is not fully entitled, and the Company has retained all documentation prescribed by applicable Law and in accordance with applicable Laws to support any claims for such amounts. The Company has not received any indication from a Governmental Body, regardless of its merits, that the Company is or may be required to repay any such amounts received by it.

The Company has never had an obligation to file an information return pursuant to sections 237.3, 237.4 or 237.5 of the Tax Act, or any analogous provision of any comparable Law of any province or territory of Canada.

Partnership Matters.

Authorized and Issued Capital.

Organization and Authority

Authorization

Ownership of Assets

No Violation

any Contract to which the Purchaser is a party or by which it is bound;

the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or securityholders of the Purchaser;

any judgment, decree, order or award of any Governmental Body or arbitrator having jurisdiction over the Purchaser; or

any applicable Law.

Purchaser’s Consents and Approvals

Solvency

Litigation

Financing

Purchaser will have sufficient immediately available funds on hand necessary to pay the Cash Consideration at Closing, and after Closing, in each case, at the time any such payment is required to be made, will have sufficient liquidity to pay all costs and expenses of Purchaser to consummate the transactions contemplated hereunder, and all other amounts required to be paid by Purchaser herein, including the payment of the Deferred Payment Amount pursuant to the Promissory Note. Purchaser has not incurred any obligation, commitment, restriction or liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, which would reasonably be expected to impair or adversely affect the availability of such funds for the payment of the Cash Consideration or the Deferred Payment Amount (when due). Purchaser has no reason to believe that it will be unable to consummate the transactions contemplated by this Agreement on account of the availability of funds on the Closing Date.

The Purchaser has delivered to the Seller Representative a true and complete (other than the redactions of fees payable) copy of the executed commitment letter dated

on or about April 23, 2024 (the “Commitment Letter”) from Bank of Montreal, The Bank of Nova Scotia, ING Capital LLC and National Bank of Canada (collectively, the “Lenders”) to provide financing to the Purchaser in the amount set forth therein. As of the date hereof, the Commitment Letter has not been amended or modified and the commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, the Commitment Letter is a valid and binding obligation of the Purchaser Guarantor and, to the knowledge of the Purchaser, the Lenders, and is in full force and effect. As of the date hereof, (x) there is no default or breach under the Commitment Letter by the Purchaser Guarantor, or, to the knowledge of the Purchaser, the Lenders, and (y) no event or condition has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser Guarantor or, to the knowledge of the Purchaser, the Lenders, under the Commitment Letter. As of the date hereof, the Purchaser has no knowledge of any facts or circumstances or any reason to believe that any facts or circumstances exist that would be reasonably likely to result in any of the conditions set forth in the Commitment Letter not being satisfied or the funding contemplated in the Commitment Letter not being made available on the Closing Date. As of the date hereof, the Commitment Letter is not subject to any conditions precedent to the obligations of the Lenders to make the full amount of the financing contemplated therein available at the Closing, or any contingencies that would permit the Lenders to reduce the amount of financing to be provided thereunder, other than as expressly set forth therein. As of the date hereof, there are no side letters, arrangements or other Contracts to which the Purchaser Guarantor or any of its Affiliates is a party which could reasonably be expected to adversely affect the availability of the financing under the Commitment Letter.

The copy of the Bought Deal Letter set out in Exhibit 7.8(c) is a true and complete copy of the fully executed Bought Deal Letter. As of the date hereof, the Bought Deal Letter has not been amended or modified and the commitments contained in the Bought Deal Letter have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, the Bought Deal Letter is a valid and binding obligation of the Purchaser Guarantor and, to the knowledge of the Purchaser Guarantor, the Equity Underwriters, and is in full force and effect. As of the date hereof, (x) there is no default or breach under the Bought Deal Letter by the Purchaser Guarantor, or, to the knowledge of the Purchaser Guarantor, the Equity Underwriters, and (y) no event or condition has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser Guarantor or, to the knowledge of the Purchaser Guarantor, the Equity Underwriters, under the Bought Deal Letter. As of the date hereof, the Purchaser Guarantor has no knowledge of any facts or circumstances or any reason to believe that any facts or circumstances exist that would be reasonably likely to result in any of the conditions set forth in the Bought Deal Letter not being satisfied or the transactions contemplated in the Bought Deal Letter not being completed prior to the Closing Date. As of the date hereof, there are no side letters, arrangements or other Contracts to which the Purchaser Guarantor or any of its Affiliates is a party relating to the Equity Financing that could reasonably be expected to adversely

affect the availability of the Equity Financing in whole or in part under the Bought Deal Letter.

The aggregate proceeds from the Financings, when funded in accordance with the Commitment Letter and the Bought Deal Letter on or prior to the Closing Date, as applicable, shall be an amount sufficient for the satisfaction of all of Purchaser’s obligations under this Agreement to consummate the transactions contemplated by this Agreement, other than the payment of the Deferred Payment Amount.

The Purchaser and the Purchaser Guarantor understand and expressly acknowledge and agree that under the terms of this Agreement, the Purchaser’s obligations to consummate the transactions contemplated by this Agreement, are not in any way contingent upon or otherwise subject to the Purchaser’s consummation of any financing arrangements, the Equity Financing, the Purchaser’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Purchaser.

Other Matters.

Board Approval

Organization and Qualification

Authorization

Solvency

No Violation

violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any provision of, or require, other than Key Exchange Approvals, any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration of indebtedness under, or result in the creation or imposition of any Encumbrance upon, any of the properties or assets of the Purchaser Guarantor or any of its subsidiaries, or cause any indebtedness to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on the Purchaser Guarantor or any of its subsidiaries, under any of the terms, conditions or provisions of:

their respective articles, charters or by-laws or other comparable organizational documents; or

any permit or Purchaser Guarantor Material Contract or any of its subsidiaries, is a party or to which any of them, or any of their respective properties or assets, may be subject or by which the Purchaser Guarantor or any of its subsidiaries is bound; or

subject to obtaining the Key Exchange Approvals,

result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to the Purchaser Guarantor or any of its subsidiaries or any of their respective properties or assets; or

cause the suspension or revocation of any permit currently in effect relating to the Purchaser Guarantor or any of its subsidiaries;

give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit; or

result in any payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any director, officer or employee of the Purchaser Guarantor or any subsidiary of the Purchaser Guarantor or increase any benefits otherwise payable under any pension or benefit plan of the Purchaser Guarantor or any subsidiary of the Purchaser Guarantor or result in the acceleration of the time of payment or vesting of any such benefits.

Capitalization

Ownership of Subsidiaries.

Material Investments

Reporting Status and Securities Law Matters

Public Filings

Purchaser Guarantor Financial Statements

Internal Controls and Financial Reporting

Independent Accountant

Money Laundering

Corrupt Practices Legislation.

Books and Records

Minute Books

No Undisclosed Liabilities

No Material Change

Litigation

Taxes

the Purchaser Guarantor and each of its material subsidiaries has duly and timely filed all Tax Returns required to be filed by it prior to the date hereof, other than those which have been administratively waived, and all such Tax Returns are complete and correct in all material respects;

the Purchaser Guarantor and each of its material subsidiaries has paid on a timely basis all Taxes which are due and payable, all assessments and reassessments, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published Purchaser Guarantor Financial Statements;

no material deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted with respect to Taxes of the Purchaser Guarantor or any of its material subsidiaries, and neither the Purchaser Guarantor nor any of its material subsidiaries is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Purchaser Guarantor, threatened against the Purchaser Guarantor or any of its material subsidiaries or any of their respective assets, that would reasonably be expected to result in an Equinox Gold Material Adverse Change;

no claim has been made by any Governmental Body in a jurisdiction where the Purchaser Guarantor and any of its material subsidiaries does not file Returns that the Purchaser Guarantor or any of its material subsidiaries is or may be subject to Tax by that jurisdiction;

there are no Encumbrances for unpaid Taxes (other than in respect of Taxes not yet due and payable) upon any of the assets of the Purchaser Guarantor or any of its material subsidiaries;

the Purchaser Guarantor and each of its material subsidiaries has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Body when required by Law to do so, except where the failure to do so would not, individually or in the aggregate, result in an Equinox Gold Material Adverse Change;

there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from the Purchaser Guarantor or any of its material subsidiaries for any taxable period and no request for any such waiver or extension is currently pending;

all the Tax Returns, audit reports and assessments provided to the Sellers by the Purchaser Guarantor are true correct and complete copies of such Returns, audit reports and assessments;

the Equinox Gold Shares are listed on a “designated stock exchange”, as that term is defined in section 248(1) of the Tax Act;

the Purchaser Guarantor is a “Canadian corporation” for purposes of the Tax Act; and

the Purchaser Guarantor was not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”), for its most recently completed taxable year, nor does it expect to be classified as a PFIC for its current taxable year or for the foreseeable future.

Property

The Purchaser Guarantor Properties are accurately described in the Purchaser Guarantor Public Disclosure Record.

The Purchaser Guarantor Public Disclosure Record discloses all material real and immoveable property legally or beneficially owned, licensed, or leased by the Purchaser Guarantor or its material subsidiaries, or in respect of which the Purchaser Guarantor or its material subsidiaries enjoy the benefit of rights of way, surface rights, easements and permits for the use of real and immoveable property,

and there is no other real and immoveable property in respect of which the Purchaser Guarantor or its material subsidiaries has any interest.

The Concessions relating to the Purchaser Guarantor Properties, are the only mining concessions, claims, leases, licenses, permits or other rights that are required to conduct the activities of the Purchaser Guarantor or its material subsidiaries as currently conducted.

Except as would not reasonably be expected, individually or in the aggregate, to result in an Equinox Gold Material Adverse Change, each Concession relating to the Purchaser Guarantor Properties is in full force and effect and in good standing. The interests of the Purchaser Guarantor or its material subsidiaries in each Concession relating to the Purchaser Guarantor Properties is held free and clear of all Encumbrances except Permitted Encumbrances. The Purchaser Guarantor Public Disclosure Record, together with the information furnished by the Purchaser Guarantor in connection with this Agreement, accurately describes, in all material respects: (A) the interests of the Purchaser Guarantor and its material subsidiaries in each of the material Concessions relating to the Purchaser Guarantor Properties; (B) the agreement or document pursuant to which the Purchaser Guarantor or its subsidiaries holds its interest in each material Concession relating to the Purchaser Guarantor Properties. The Purchaser Guarantor or its material subsidiaries are lawfully authorized to hold its interest in the material Concessions relating to the Purchaser Guarantor Properties.

Except as would not reasonably be expected, individually or in the aggregate, to result in an Equinox Gold Material Adverse Change and except as disclosed in Schedule 8.22(e) of the Equinox Gold Disclosure Letter:

each Concession relating to the Purchaser Guarantor Properties comprises a valid and subsisting mineral claim, license or lease in each case in all material respects, and the Purchaser Guarantor or its applicable material subsidiary enjoys legally enforceable access over and to the Purchaser Guarantor Properties and the Concessions relating to the Purchaser Guarantor Properties as may be required to conduct the activities of the Purchaser Guarantor or its subsidiaries as currently conducted;

any and all assessment work required to be performed and filed in respect of the Purchaser Guarantor Properties or under the Concessions relating to the Purchaser Guarantor Properties has been performed and filed;

any and all Taxes and other payments required to be paid in respect of the Purchaser Guarantor Properties and the Concessions relating to the Purchaser Guarantor Properties and all rental or royalty payments required to be paid in respect of the Concessions relating to the Purchaser Guarantor Properties have been paid;

any and all filings required to be filed in respect of the Purchaser Guarantor Properties and the Concessions relating to the Purchaser Guarantor Properties have been filed;

the Purchaser Guarantor or its material subsidiaries have the exclusive right to deal with the Purchaser Guarantor Properties and the Concessions relating to the Purchaser Guarantor Properties;

no other person has any material right, title or interest in the Purchaser Guarantor Properties or the Concessions relating to the Purchaser Guarantor Properties or any right to acquire any such right, title or interest;

there are no back-in rights, joint venture or partnership rights, earn-in rights, rights of first refusal, trust provisions, beneficial ownership rights, royalty rights or similar provisions which would materially affect the Purchaser Guarantor’s or any of its material subsidiaries’ interests in the Purchaser Guarantor Properties or the Concessions relating to the Purchaser Guarantor Properties; and

neither the Purchaser Guarantor nor any of its material subsidiaries have received any notice, whether written or oral from any Governmental Body or any person with jurisdiction or applicable authority of any revocation or intention to revoke the Purchaser Guarantor’s or any of its material subsidiaries’ interests in the Purchaser Guarantor Properties or the Concessions relating to the Purchaser Guarantor Properties.

All work and activities carried out on the Purchaser Guarantor Properties and the Concessions relating to the Purchaser Guarantor Properties by the Purchaser Guarantor or its subsidiaries or, to the knowledge of the Purchaser Guarantor, by any other person appointed by the Purchaser Guarantor or any of its material subsidiaries have been carried out in all material respects in compliance with all applicable Laws, and neither the Purchaser Guarantor nor any of its material subsidiaries, nor, to the knowledge of the Purchaser Guarantor, any other person, has received any notice of any material breach of any such applicable Laws.

Title and Rights re: Other Assets

Contracts

Permits and Authorizations

Intellectual Property

Environmental Matters

is in material compliance with all applicable Environmental Laws and all terms and conditions of all Environmental Permits;

has not received any order, request or notice from any person alleging a material violation of any Environmental Law;

is not a party to any litigation or administrative proceeding, nor is any litigation or administrative proceeding threatened against it or its property or assets, which in either case, in a material respect: (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the release of any Hazardous Substances, and is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Body in a matter arising under any Environmental Laws; and

is not involved in remediation, reclamation or other environmental operations and does not know of any facts, circumstances or conditions, including any release of Hazardous Substance, that would reasonably be expected to result in any material environmental liabilities.

Except, in each case, as disclosed in the Purchaser Guarantor Public Disclosure Record and Section 8.27 of the Equinox Gold Disclosure Letter.

Mineral Reserves and Resources

Operational Matters

All royalties, overriding royalty interests, production payments, net profits and interest burdens, and all material rentals, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of the Purchaser Guarantor or any of its material subsidiaries, have been: (i) duly paid; (ii) duly performed; or (iii) provided for prior for the date hereof.

All material costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any contracts and agreements to which the Purchaser Guarantor or any of its material subsidiaries is directly or indirectly bound are being or have been properly and timely paid in the ordinary course of business.

No Expropriation

Regulatory

The Purchaser Guarantor and its material subsidiaries have operated and are currently operating in material compliance with all applicable Laws, including all applicable published rules, regulations, guidelines and policies of any regulatory or governmental agency having jurisdiction over the Purchaser Guarantor or its material subsidiaries or their respective activities (collectively, the “Purchaser Guarantor Regulatory Authorities”); and

The Purchaser Guarantor and its material subsidiaries have operated and are currently operating their respective businesses in compliance with all licenses, permits, Authorizations, approvals registrations and consents of the Purchaser Guarantor Regulatory Authorities (the “Purchaser Guarantor Regulatory Authorizations”) in all material respects and have made all requisite material declarations and filings with the Purchaser Guarantor Regulatory Authorities. The Purchaser Guarantor and its material subsidiaries have not received any written notices or other correspondence from the Purchaser Guarantor Regulatory Authorities regarding any circumstances that have existed or currently exist which would lead to a loss, suspension, or modification of, or a refusal to issue, any material Purchaser Guarantor Regulatory Authorization relating to its activities which would reasonably be expected to materially restrict, curtail, limit or adversely affect the ability of the Purchaser Guarantor or any of its material subsidiaries to operate their respective businesses as currently being operated as set forth in the Purchaser Guarantor Public Disclosure Record.

Employee Benefits

The Purchaser Guarantor and each of its material subsidiaries has complied, in all material respects, with the terms of all employee benefit, health, welfare, supplemental unemployment benefit, bonus, incentive, profit sharing, deferred compensation, stock purchase, stock compensation, stock option, disability, life insurance, pension or retirement plans and other employee compensation or benefit plans, policies, arrangements, practices or undertakings, whether registered or unregistered, oral or written, formal or informal, funded or unfunded, insured or self-insured which are sponsored, administered or maintained by or contributed to or required to be contributed to by, or which are otherwise binding upon, the Purchaser Guarantor or any such material subsidiary or in respect of which the Purchaser Guarantor or any of its material subsidiaries has any actual or potential liability (collectively, the “Purchaser Guarantor Benefit Plans”) and with all applicable Laws.

Schedule 8.32(b) of the Equinox Gold Disclosure Letter lists all of the Purchaser Guarantor Benefit Plans and the Purchaser Guarantor has furnished true, correct, up-to-date and complete copies of all such Purchaser Guarantor Benefit Plans as amended as of the date hereof together with all related documentation, including insurance contracts, plan summaries, employee booklets, financial reports, government correspondence and personnel manuals. The plan summaries, employee booklets and personnel manuals prepared for, and circulated to the employees and the former employees of the Purchaser Guarantor and their beneficiaries concerning each Purchaser Guarantor Benefit Plan, accurately describe the benefits provided under each such Purchaser Guarantor Benefit Plan referred to therein.

No Purchaser Guarantor Benefit Plan is a “registered pension plan” as that term is defined in Section 248(1) of the Tax Act or a “multi-employer pension plan” or a “multi-employee plan” as those terms are used in applicable provincial pension standards legislation and the Purchaser Guarantor and its material subsidiaries have never maintained, sponsored or contributed to any such “registered pension plan”, “multi-employer pension plan” or “multi-employee plan” on behalf of the employees or former employees of the Purchaser Guarantor and its material subsidiaries.

Each Purchaser Guarantor Benefit Plan is and has been established, registered (if required), qualified, invested and administered, in all material respects, in compliance with the terms of such Purchaser Guarantor Benefit Plan (including the terms of any documents in respect of such Purchaser Guarantor Benefit Plan), all applicable Laws, and any collective bargaining agreement relating thereto and there exists no condition or set of circumstances in connection with which the Purchaser Guarantor could incur, directly or indirectly, any liability or expense (other than for routine contributions or benefit payments) under the terms of the respective Purchaser Guarantor Benefit Plan or applicable Laws.

All obligations of the Purchaser Guarantor or any of its material subsidiaries regarding the Purchaser Guarantor Benefit Plans have been satisfied in all material respects and no Taxes are owing or exigible under any of the Purchaser Guarantor Benefit Plans by the Purchaser Guarantor or any of its material subsidiaries. All employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each Purchaser Guarantor Benefit Plan have been paid or remitted in a timely fashion in accordance with its terms and all applicable Laws.

Each of the Purchaser Guarantor’s Benefit Plans is insured or funded in compliance with the terms of such Purchaser Guarantor Benefit Plan, all applicable Laws and is in good standing with such Governmental Body as may be applicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by the Purchaser Guarantor or any of its material subsidiaries from any such Governmental Body.

To the knowledge of the Purchaser Guarantor: (A) no Purchaser Guarantor Benefit Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Body, or by any other party (other than routine claims for benefits); and (B) there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Purchaser Guarantor Benefit Plan required to be registered or qualified.

The Purchaser Guarantor and its material subsidiaries have no formal plan and have made no promise or commitment, whether legally binding or not, to create any additional Purchaser Guarantor Benefit Plan or to improve or change the benefits provided under any Purchaser Guarantor Benefit Plan.

There is no entity other than the Purchaser Guarantor and any of its material subsidiaries participating in any Purchaser Guarantor Benefit Plans.

None of the Purchaser Guarantor Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependants of such employees.

Neither the execution and delivery of this Agreement by the Purchaser Guarantor, nor completion of the transactions contemplated herein, nor compliance by the Purchaser Guarantor with any of the provisions hereof shall result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any director or employee of the Purchaser Guarantor or any of its material subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits or acceleration of vesting or an obligation to fund or secure benefits, in whole or in part, under any Purchaser Guarantor Benefit Plan.

All data necessary to administer each Purchaser Guarantor Benefit Plans is in the possession of the Purchaser Guarantor or one of its material subsidiaries or their respective agents and is in a form which is sufficient for the proper administration of the Purchaser Guarantor Benefit Plans in accordance with its terms and all applicable Laws and such data is complete and correct.

Labour and Employment

No material employee of the Purchaser Guarantor or its material subsidiaries is on long-term disability leave, extended absence, authorized unpaid leave of absence (including maternal, paternal leave or unpaid sick leave) or worker’s compensation leave. As at the date hereof, none of the material employees of the Purchaser Guarantor or its material subsidiaries has indicated an intention to resign their employment. All current assessments under applicable workers compensation legislation in relation to the employees of the Purchaser Guarantor and its material subsidiaries have been paid or accrued by the Purchaser Guarantor and its material subsidiaries, as applicable, and the Purchaser Guarantor and its subsidiaries are not subject to any special or penalty assessment under such legislation which has not been paid.

Except for those agreements or provisions described in Schedule 8.33(b) of the Equinox Gold Disclosure Letter, no material employee of the Purchaser Guarantor or any of its material subsidiaries is party to a change of control, severance, termination, golden parachute or similar agreement or provision or would receive payments under such agreement or provision as a result of the transactions contemplated herein.

There are no outstanding, pending or, to the knowledge of the Purchaser Guarantor, threatened labour tribunal proceedings of any kind, including unfair labour practice proceedings or any proceedings which could result in certification of a trade union or other bargaining unit as bargaining agent for any employees of the Purchaser Guarantor or any of its material subsidiaries. To the knowledge of the Purchaser Guarantor, there are no threatened or apparent union or collective bargaining organizing activities involving employees of the Purchaser Guarantor or any of its material subsidiaries. The Purchaser Guarantor and its material subsidiaries are not certified to or entered into a voluntary recognition arrangement with a trade union or employee association and are not party to a collective agreement (whether or not the expiry date of such collective agreement has passed).

The Purchaser Guarantor Financial Statements include adequate accruals or reserves determined in accordance with IFRS for all accrued and unpaid salaries, wages, bonuses or other remuneration, vacation pay, Canada Pension Plan and Employment Insurance and other employee-related accruals including for any severance or termination payments in respect of employees whose employment was terminated before the date of such statements.

Compliance with Laws

Absence of Cease Trade Orders

Non-Arm’s Length Transactions

Voting Agreements

Registration Rights

Rights of Other Persons

Restrictions on Business Activities

Insurance

Purchaser Guarantor Share Ownership

United States Securities Laws

The Purchaser Guarantor is a “foreign private issuer” as defined in Rule 3b-4 under the U.S. Exchange Act;

The Purchaser Guarantor is not registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended; and

The Purchaser Guarantor is relying (based on the representations and agreements of the Sellers in Sections 4.11 and 9.10(b) and 9.10(c)) on an exemption under the U.S. Securities Act in connection with the sale and issuance of any Consideration Shares to the Seller.

Investment Canada Act

Finders’ Fees

Issuance of Consideration Shares

Conduct Prior to Closing to Satisfy Conditions

Without in any way limiting any other obligations of the Sellers hereunder (including pursuant to Sections 2.1 and 9.2), during the period from the date hereof to the Time of Closing, the Sellers shall:

take or cause to be taken all necessary corporate action, steps and proceedings to sell, transfer and assign the Purchased Shares to the Purchaser; and

use reasonable best efforts to satisfy the conditions contained in Sections 3.2 and 3.3 that are in their control as soon as reasonably possible and, in any event, prior to the Outside Date.

Without in any way limiting any other obligations of the Purchaser hereunder (including pursuant to Sections 2.2 and 9.4(b)) during the period from the date hereof to the Time of Closing, the Purchaser and the Purchaser Guarantor shall:

In respect of the Financings:

consummate and obtain the proceeds under the Financings on the terms and conditions described in the Commitment Letter and the Bought Deal Letter, as applicable, as promptly as possible, including (i) negotiating definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter and Bought Deal Letter, as applicable, and (ii) satisfying all conditions applicable to the Purchaser and the Purchaser Guarantor in the Commitment Letter and the Bought Deal Letter that are within their reasonable control;

keep the Sellers reasonably informed regarding the status of the Financings and any material developments relating thereto. Without limiting the foregoing, the Purchaser shall notify the Sellers, as

promptly as practicable, (i) of any termination of any of the Financings and (ii) of the receipt of any written notice or other written communication (other than negotiations of the definitive agreements with respect to the Financings) from the Lenders or Equity Underwriters with respect to any actual default, breach, termination or repudiation of any Financings or any definitive agreement relating to the Financings, in each case by any party thereto;

not permit any amendment, supplement or modification to be made to, or any waiver of any provision under, the Commitment Letter or Bought Deal Letter, if such amendment, supplement, modification or waiver would reasonably be expected to delay the transactions contemplated thereunder;

in the event all or any portion of the Financings becomes unavailable on the terms and conditions contemplated in the Commitment Letter or Bought Deal Letter, as applicable, for any reason, then the Purchaser and the Purchaser Guarantor shall promptly arrange and obtain alternative financing from alternative financial institutions in an amount sufficient (when aggregated with other components of the Financings) to consummate the transactions contemplated by this Agreement (“Alternative Financing”); provided that the terms of such Alternative Financing shall not (i) reduce the aggregate amount of the Financings to an amount committed below the amount that, together with other immediately available financial resources of the Purchaser, would be required to consummate the transactions contemplated by this Agreement, (ii) impose new or additional conditions or otherwise expand upon, amend or modify any conditions precedent in any respect that would make such conditions less likely to be satisfied by the Closing Date, or (iii) otherwise be reasonably likely to prevent or materially impede, hinder or delay the consummation of the transactions contemplated by this Agreement. The Purchaser shall promptly deliver to the Sellers true and complete copies of any binding letters or agreements relating to such Alternative Financing, and the Purchaser shall keep the Sellers informed regarding the status of such Alternative Financing and any material developments relating thereto;

for greater certainty, if the Purchaser proceeds with Alternative Financing, the Purchaser shall be subject to the same obligations with respect to the Alternative Financing as set forth in this Section 9.1(b) with respect to the Financings and all references in this Agreement to the Financings shall be deemed to also refer to the Alternative Financing.

promptly apply for, and use their commercially reasonable efforts to expeditiously obtain, prior to Closing, conditional acceptance of the TSX and approval by the NYSE American for the issuance of all Consideration Shares to be issued hereunder, and forthwith after Closing, take all required action to satisfy the conditions set out in the conditional acceptance of the NYSE American and the TSX for the listing of such Consideration Shares, and in any event within the time period prescribed by the NYSE American and the TSX, as applicable, to satisfy such conditions;

use reasonable best efforts to, in each case, maintain in full force and effect the MDC Consent and the MDC Waiver;

use reasonable best efforts to, in each case, obtain and subsequently maintain in full force and effect the Sandstorm GPA Consent and the Sandstorm ICA Consent; and

in addition to the foregoing, use reasonable best efforts to satisfy the conditions contained in Sections 3.2 and 3.4 as soon as reasonably possible and, in any event, prior to the Outside Date.

Confidentiality

Subject to Section 9.2(c), from the date hereof until the second anniversary of the Closing Date, the Sellers shall not (and shall cause each Affiliate of a Seller not to) disclose to anyone, other than the Purchaser, any Confidential Information relating to Greenstone, the Managing Partner, the Project or the business of Greenstone unless required to do so by applicable Law or Governmental Body having jurisdiction over a Seller, and then only after first giving reasonable notice to the Purchaser and the Purchaser having been given a reasonable opportunity to seek a protective order with respect to such disclosure. No Party shall file this Agreement on SEDAR+ without reasonable prior consultation with the other Parties and the Parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with applicable Laws before it is filed on SEDAR+.

As used herein, “Confidential Information” relating to a Person means all information pertaining to that Person except for information that:

is or becomes generally available to the public, other than as a result of disclosure in violation of this Agreement;

was developed by the Person owing a duty of confidentiality hereunder (a “recipient”) independent of any disclosure by a Person to whom such duty is owed (a “beneficiary”) or was available to the recipient on a non-confidential basis prior to its disclosure to the recipient by or on behalf of the beneficiary; or

becomes available to the recipient on a non-confidential basis from a source other than a beneficiary, provided that the recipient shall have made reasonable

inquiry to satisfy itself that the source was not, when it disclosed the information to the recipient, prohibited from so doing by a confidentiality obligation owed to a beneficiary, whether contractual, fiduciary or otherwise.

Notwithstanding anything else contained herein, nothing shall prevent the Sellers or any of their Affiliates from making a claim or commencing a proceeding in respect of or pursuant to this Agreement, or any one of them, or responding to any investigation or inquiry by a regulatory body in relation to the Project.

Interim Period Covenants of Sellers

Other than: (i) as expressly required or permitted by this Agreement; (ii) as required pursuant to applicable Laws; (iii) as required by any of the Company Material Contracts; or (iv) as consented to in writing by the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), during the period of time from the date of this Agreement up to and including the Time of Closing the Sellers shall not:

take any action or omit to take any action that would result in a material breach under any Greenstone Agreement;

grant any security over any Greenstone Agreement; or

sell, transfer, dispose of, lease, encumber, relinquish, abandon, grant any option to purchase or right of first offer or refusal over any Greenstone Agreement.

Notices; Access to Information

The Sellers shall cause the Company to provide the Purchaser with notices provided to the Company under the Company Material Contracts as soon as practicable after receipt of such notices.

The Sellers shall use commercially reasonable efforts to make available to the Purchaser and its authorized representatives all books, records, information, data and documents in the Sellers’ or Company’s possession or under their control related to Greenstone, the Project or the business of Greenstone as may be requested by the Purchaser, including information regarding licensing and Authorizations, regulatory and environmental matters, Tax matters, stakeholder matters (including relations with Indigenous groups), real property, Greenstone Material Contracts, employees and consultants, geology and samples, mining plans, designs, methodologies and know-how, litigation and intellectual property.

Gold Purchase Agreement

Business Acquisition Report

Termination Rights

Subject to Section 9.8, this Agreement may be terminated by notice in writing given prior to the Time of Closing:

by the Purchaser, if any of the conditions in Section 3.2 or Section 3.3 have not been satisfied at the time specified in Section 3.2 or Section 3.3, as applicable, or are incapable of being satisfied by the Outside Date, except that the right to terminate this Agreement under this Section 9.7(a)(i) shall not be available if the failure of such condition to be satisfied is due to the breach or non- performance by the Purchaser of any of the covenants, obligations or agreements to be performed by the Purchaser pursuant to this Agreement or the inaccuracy, misrepresentation or breach by the Purchaser of any of the representations and warranties of the Purchaser in this Agreement;

by the Sellers Representative, if any of the conditions in Section 3.2 or Section 3.4 have not been satisfied at the time specified in Section 3.2 or Section 3.4, as applicable, or are incapable of being satisfied by the Outside Date, except that the right to terminate this Agreement under this Section 9.7(a)(ii) shall not be available if the failure of such condition to be satisfied is due to the breach or non-performance by a Seller of any of the covenants, obligations or agreements to be performed by such Seller pursuant to this Agreement or the inaccuracy, misrepresentation or breach by any Seller of the representations and warranties of any Seller in this Agreement;

by either the Sellers Representative or the Purchaser, if after the date of this Agreement any Law is enacted or made (or any Law is amended) that makes the consummation of any of the transactions contemplated by this Agreement illegal or otherwise prohibited or enjoins the consummation of any of the transactions contemplated by this Agreement to occur at the Closing Date, and such Law (if applicable) or enjoinment shall have become final and non- appealable; or

by either the Sellers Representative or the Purchaser, if the Closing has not occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 9.7(a)(iv) shall not be available to a Party if the failure of such condition to be satisfied was due to the breach or non-performance by such Party to fulfill any of covenants, obligation or agreement contained to be performed by such Party pursuant to this Agreement or the

inaccuracy, misrepresentation or breach by such Party of any of the representations and warranties of such Party in this Agreement.

This Agreement may be terminated at any time by mutual written agreement of the Sellers Representative and the Purchaser.

If a Party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.

Effect of Exercise of Termination Rights

each Party’s respective obligations under Sections 13.8 and 13.9, as applicable, will survive termination;

in the case of a termination under Section 9.7(a), any rights, remedies or causes of action the terminating Party may have based on another Party’s breach of this Agreement prior to termination will continue unimpaired.

Injunctive Relief

Transfer of Consideration Shares

The Sellers acknowledge and agree with the Purchaser Guarantor that the Sellers’ ability to transfer the Consideration Shares is limited by, among other things, applicable securities Laws and the policies of the TSX. In particular, the Sellers acknowledge having been informed that the Consideration Shares will be subject to a customary four month “hold period” under Canadian Securities Laws, and the Sellers acknowledge that they are each solely responsible (and the Purchaser Guarantor is not in any way responsible) for compliance with such hold period.

The Sellers further acknowledge and agree with the Purchaser Guarantor that the Consideration Shares will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and that if in the future the Sellers decide to offer,

resell, pledge or otherwise transfer any of the Consideration Shares, such Consideration Shares may be offered, resold, pledged or otherwise transferred, directly or indirectly, only:

to the Purchaser Guarantor;

outside the United States in accordance with Regulation S under the U.S. Securities Act;

pursuant to an effective registration statement under the U.S. Securities Act; (iv) in accordance with Rule 144 under the U.S. Securities Act, if available, and, in each case, in compliance with any applicable state securities laws of the United States; or

pursuant to another exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws of the United States,

provided that, any such transfer shall only occur after:

in the case of proposed transfers pursuant to (ii) above, providing a declaration to the Purchaser Guarantor and any registrar and transfer agent for the Equinox Gold Shares, in the form prescribed by the Purchaser Guarantor from time to time, together with any other evidence of the availability of such exemption that may be reasonably requested by the Purchaser Guarantor or any registrar and transfer agent for the Equinox Gold Shares, and

in the case of proposed transfers pursuant to (iv) or (v) above, providing an opinion of counsel of recognized standing or such other evidence reasonably satisfactory to the Purchaser Guarantor, to the effect that the proposed transfer may be effected without registration under the U.S. Securities Act, and, in each case, in compliance with any applicable state securities laws in the United States;

The Sellers further acknowledge and agree with the Purchaser Guarantor that upon the original issuance of the Consideration Shares, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or state securities laws, the Considerations Shares will bear the following legend:

Indemnification by the Sellers

any inaccuracy, misrepresentation or breach by the Sellers of any Sellers Fundamental Representations;

any inaccuracy, misrepresentation or breach by the Sellers of any representation or warranty of the Sellers other than any Sellers Fundamental Representation contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto;

any breach or non-performance by the Sellers of any covenant, obligation or agreement contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto;

any Taxes payable by the Purchaser pursuant to an assessment or reassessment of the Purchaser under subsection 116(5) of the Tax Act in respect of the sale of the Purchased Shares by a Non-Resident Seller pursuant to this Agreement; or

any fraud or intentional misrepresentation by the Sellers.