Equinox Gold Corp. — Proxy Solicitation & Information Statement 2025

Mar 28, 2025

2025 Annual and Special Meeting of Shareholders

EQUINOXGOLD

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

MEETING INFORMATION

When	Where
Thursday, April 24, 2025
1:30 p.m. (Vancouver Time)	1133 Melville Street, Suite 200
Vancouver, British Columbia, Canada

NOTICE IS HEREBY GIVEN that the annual and special meeting (Meeting) of the holders (Equinox Gold Shareholders) of common shares (Equinox Gold Shares) in the capital of Equinox Gold Corp. (Company or Equinox Gold) is scheduled to be held in person at 1133 Melville Street, Suite 200, Vancouver, British Columbia, Canada on April 24, 2025 at 1:30 p.m. (Vancouver Time), where Equinox Gold Shareholders will be asked:

1. To consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution (Share Issuance Resolution) authorizing and approving the issuance of up to 296,838,303 Equinox Gold Shares in connection with the proposed acquisition by Equinox Gold of all the outstanding common shares of Calibre Mining Corp. (Calibre) by way of a proposed plan of arrangement under the Business Corporations Act (British Columbia) (Arrangement) involving Equinox Gold and Calibre, pursuant to the terms and subject to the conditions of the Arrangement Agreement dated February 23, 2025 (as amended) between Equinox Gold and Calibre (for further information, please see the sections entitled "Background to the Arrangement & Recommendations", "The Arrangement" and "The Arrangement Agreement" in the Circular);
2. To receive the audited consolidated financial statements of the Company as at and for the years ended December 31, 2024 and 2023, together with the report of the auditor thereon;
3. To determine the number of directors to be elected to be eight (for further information, please see the section entitled "Business of the Meeting – Board Size" in the Circular);
4. To elect directors to Equinox Gold's board of directors (for further information, please see the section entitled "Business of the Meeting – Elect Directors" in the Circular);
5. To appoint KPMG LLP, Chartered Professional Accountants as Equinox Gold's auditor and to authorize the directors to fix its remuneration (for further information, please see the section entitled "Business of the Meeting – Appointment and Remuneration of Auditor" in the Circular);
6. To approve the amendment of the Company's restricted share unit plan (for further information, please see the section entitled "Business of the Meeting – Amendment of the Company's Restricted Share Unit Plan" in the Circular); and
7. To approve the non-binding advisory resolution on executive compensation (for further information, please see the section entitled "Business of the Meeting – Advisory Resolution on Executive Compensation" in the Circular) (items 2 to 7 above being, collectively, the Equinox Gold Annual Resolutions).

The accompanying management information circular of Equinox Gold dated March 21, 2025 (Circular) provides specific details of the business to be considered at the Meeting. The full text of the Share Issuance Resolution is set out in "Schedule "A" – Share Issuance Resolution" attached to this Circular. If the Arrangement is not completed, the Equinox Gold Shares referred to in the Share Issuance Resolution will not be issued, even if the Share Issuance Resolution is approved at the Meeting.

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2025 Annual and Special Meeting of Shareholders

EQUINOXGOLD

The Board of Equinox Gold unanimously recommends that Equinox Gold Shareholders vote IN FAVOUR OF the Share Issuance Resolution and the Equinox Gold Annual Resolutions. It is a condition to the completion of the Arrangement that the Share Issuance Resolution be approved at the Meeting.

The record date for determination of Equinox Gold Shareholders entitled to receive notice of and to vote at the Meeting was the close of business on March 18, 2025 (Record Date). Holders of Equinox Gold Shares as at the Record Date who either attend the Meeting in person or who have completed and delivered a proxy or VIF in the manner and subject to the provisions described above shall be entitled to vote, or to have their Equinox Gold Shares voted, on all matters to come before the Meeting.

Voting of Proxies

The Meeting will be held in person. Registered Equinox Gold Shareholders (as defined in the Circular) and duly appointed proxyholders can attend the Meeting in person, where they can participate, vote, and ask questions.

Equinox Gold Shareholders, duly appointed proxyholders and guests are invited to watch the meeting via live webcast at https://www.equinoxgold.com/shareholder-events/, which is being provided for the purpose of viewing only. There will be no ability to vote via the webcast.

Equinox Gold Shareholders are strongly encouraged to submit their votes in advance of the Meeting by proxy or VIF, as applicable.

Registered Shareholders

Registered Equinox Gold Shareholders will receive a proxy form enabling them to vote at the Meeting. Such proxy will not be valid unless a completed, dated and signed form of proxy is received by Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1 not later than 1:30 p.m. (Vancouver Time) on April 22, 2025 or not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting as it may be adjourned or postponed from time to time. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his sole discretion, without notice.

Beneficial Shareholders

Beneficial Equinox Gold Shareholders who hold their Equinox Gold Shares registered in the name of intermediaries, such as brokers, investment firms, clearing houses and similar entities (Intermediaries) may receive certain other materials from their Intermediary, such as a VIF, to vote their shares. If you are a beneficial Equinox Gold Shareholder and receive these materials through your broker or other Intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other Intermediary.

Questions

If you have any questions before the Meeting about Equinox Gold, the Meeting Materials or the voting process, please contact us through our dedicated Meeting site at https://www.equinoxgold.com/investors/agm-contact/. You can also obtain further information about the matters to come before the Meeting or the information contained in this notice or the Circular by calling Computershare at 1-800-564-6253 (North American toll free) or 1-514-982-7555 (International) or by email at service@computershare.com.

Voting your Shares

You can vote your shares using any one of the methods outlined below.

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2025 Annual and Special Meeting of Shareholders

EQUINOXGOLD

Internet

If you are using a smartphone, scan the QR code on your proxy form and follow the instructions on the screen. If you vote using the internet, go to www.investorvote.com and follow the instructions on screen. Your 15-digit control number is in the bottom left corner of the first page of your proxy form.

Telephone

Call 1-866-732-8683 (in North America) or 1-312-588-4290 (outside North America) from a touch-tone telephone and follow the instructions. You will need your 15-digit control number, which is in the bottom left corner of the first page of your proxy form. If you vote by telephone, you cannot appoint anyone other than the Management Proxyholders as your proxyholder.

Mail or courier

Complete your proxy form, sign, and date it, and send it to Computershare in the envelope provided. If you did not receive a return envelope, please send the completed form to:

Computershare Investor Services Inc.

Attention: Proxy Department

100 University Avenue, 8th Floor

Toronto, Ontario, Canada M5J 2Y1

Appointing another person to attend the Meeting and vote your shares on your behalf

You can appoint a person other than the Management Proxyholders to attend the Meeting and vote on your behalf. If you want to appoint someone else as your proxyholder, strike out the names of the Management Proxyholders in your proxy form and print the name of the person that you want to appoint as your proxyholder in the space provided. This person does not need to be an Equinox Gold shareholder. Complete your voting instructions, sign, and date the proxy form, and return your proxy form to Computershare using one of the methods noted above.

By order of the Board of Directors

"Susan Toews"

General Counsel and Corporate Secretary

March 21, 2025