6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2023.

Commission File Number: 001-39038

EQUINOX GOLD CORP.

(Translation of registrant’s name into English)

700 West Pender Street, Suite 1501, Vancouver, British Columbia, V6C 1G8

(Address of principal executive offices)

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

Form 20-F ☐    Form 40-F

INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 of this Form 6-K are incorporated by reference as additional exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-268499).

EXHIBIT INDEX

Exhibit Number	Description
99.1	Consolidated Financial Statements for the years ended December 31, 2022 and 2021
99.2	Management’s Discussion and Analysis for the year ended December 31, 2022
99.3	Consent of KPMG LLP, Independent Registered Public Accounting Firm
99.4	Consent of Scott Heffernan, M.Sc., P.Geo, dated February 21, 2023
99.5	Consent of Doug Reddy, M.Sc., P.Geo, dated February 21, 2023

SIGNATURES

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

	EQUINOX GOLD CORP.
	(Registrant)
Date: February 21, 2023	By:	/s/ Susan Toews
		Name: Susan Toews
		Title: General Counsel

EX-99.1

Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

CONTENTS
Management's Report	3
Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements	4
Report of Independent Registered Public Accounting Firm – Internal Control over Financial Reporting	6
Consolidated Statements of Financial Position	8
Consolidated Statements of (Loss) Income	9
Consolidated Statements of Comprehensive (Loss) Income	10
Consolidated Statements of Cash Flows	11
Consolidated Statements of Changes in Equity	12
Notes to the Consolidated Financial Statements
Note 1 – Nature of operations	13
Note 2 – Basis of preparation	13
Note 3 – Significant accounting policies	14
Note 4 – Areas of significant judgement and estimation uncertainty	27
Note 5 – Corporate transactions	31
Consolidated Statements of Financial Position
Note 6 – Marketable securities	36
Note 7 – Trade and other receivables	36
Note 8 – Inventories	37
Note 9 – Mineral properties, plant and equipment	38
Note 10 – Investments in associates	40
Note 11 – Other non-current assets	42
Note 12 – Accounts payable and accrued liabilities	43
Note 13 – Loans and borrowings	43
Note 14 – Derivative financial instruments	45
Note 15 – Reclamation and closure cost provisions	50
Note 16 – Other non-current liabilities	51
Note 17 – Leases	51
Note 18 – Share capital and share-based payments	52
Note 19 – Reserves	57
Consolidated Statements of Income
Note 20 – Revenue	57
Note 21 – Operating expense	58
Note 22 – Care and maintenance expense	58
Note 23 – General and administration expense	58
Note 24 – Other (expense) income	59
Note 25 – Income taxes	59
Note 26 – Net (loss) income per share	61
Other Disclosures
Note 27 – Segment information	62
Note 28 – Related party transactions	64
Note 29 – Supplemental cash flow information	64
Note 30 – Financial instruments and fair value measurements	65
Note 31 – Financial instrument risks and risk management	67
Note 32 – Capital management	70
Note 33 – Contingencies	71

2

Management’s Responsibility for Financial Reporting

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

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

Equinox Gold maintains systems of internal accounting and administrative controls to provide, on a reasonable basis, assurance that the financial information is relevant, reliable and accurate and that the Company’s assets are appropriately accounted for and adequately safeguarded. The Company’s internal control over financial reporting as of December 31, 2022, is based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

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

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

/s/ Greg Smith	/s/ Peter Hardie
Greg Smith	Peter Hardie
Chief Executive Officer	Chief Financial Officer
February 21, 2023

3

KPMG LLP Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada Telephone
Fax
Internet (604) 691-3000
(604) 691-3031
www.kpmg.ca

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Equinox Gold Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Equinox Gold Corp. and its subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of (loss) income, comprehensive (loss) income, cash flows and changes in equity for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matter

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

Assessment of the recoverable amount of the Los Filos CGU

As discussed in Note 9 (c) to the consolidated financial statements, the Company reviews the carrying amounts of its mineral properties, plant and equipment at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. The Company identified an indicator of impairment for Los Filos and as a result, assessed the recoverable amount of the Los Filos CGU as of September 30, 2022. The Company determined that the recoverable amount of the Los Filos CGU at September 30, 2022 was more than the carrying amount and that no impairment loss was required to be recognized.

4

We identified the assessment of the recoverable amount of the Los Filos CGU to be a critical audit matter. A high degree of auditor judgment was required to evaluate the inputs used to estimate the recoverable amount. Significant assumptions used in the determination of the recoverable amount included future metal prices, future production based on current estimates of mineral reserves, future operating and capital expenditures, discount rate, and the in-situ value for unmodelled mineral resources based on comparable market transactions. Changes in any of these assumptions could have had a significant effect on the determination of the estimated recoverable amount.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company's process to determine the recoverable amount of the Los Filos CGU. This included controls over the Company’s development of the significant assumptions used to estimate the recoverable amount of the Los Filos CGU. We compared the amount of reserves and resources in the valuation model to the Feasibility Study dated October 19, 2022. We evaluated the competence, experience, and objectivity of the qualified persons responsible for the determination of the mineral reserves and resources. We compared estimated operating costs in the valuation model to the Feasibility Study and to historical expenditures. We compared estimated capital expenditures in the valuation model to the Feasibility Study and to historical costs or to external sources. We involved valuation professionals with specialized skills and knowledge, who assisted in (1) assessing the future metal prices by comparing to third party data; and (2) evaluating the discount rate, and (3) the estimates of the in-situ value for unmodelled mineral resources by assessing the Company’s approach to determining these assumptions and comparing them to independent sources and market data for comparable entities where available.

/s/ KPMG LLP

Chartered Professional Accountants

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

Vancouver, Canada

February 21, 2023

5

KPMG LLP Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada Telephone
Fax
Internet (604) 691-3000
(604) 691-3031
www.kpmg.ca

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Equinox Gold Corp.

Opinion on Internal Control Over Financial Reporting

We have audited Equinox Gold Corp.’s (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company has maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2022 and 2021, the related consolidated statements of (loss) income and comprehensive (loss) income, cash flow and changes in equity, for the years then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 21, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

6

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

/s/ KPMG LLP

Chartered Professional Accountants

Vancouver, Canada

February 21, 2023

7

Consolidated Statements of Financial Position

At December 31, 2022 and 2021

(Expressed in thousands of United States dollars)

	Note	2022		2021
Assets
Current assets
Cash and cash equivalents		$	200,769	$	305,498
Marketable securities	6	36,867		240,530
Trade and other receivables	7	76,103		50,260
Inventories	8	265,105		201,622
Derivative assets	14(a)	36,218		124,234
Prepaid expenses and other current assets		40,033		33,549
Assets held for sale	5(a)	—		207,538
		655,095		1,163,231
Non-current assets
Restricted cash		14,511		20,444
Inventories	8	148,141		124,265
Mineral properties, plant and equipment	9	2,840,499		2,497,919
Investments in associates	10	150,834		125,313
Deferred income tax assets	25	—		10,576
Other non-current assets	11	47,317		25,613
Total assets		$	3,856,397	$	3,967,361
Liabilities and Equity
Current liabilities
Accounts payable and accrued liabilities	12	$	239,808	$	190,116
Current portion of loans and borrowings	13	—		26,667
Derivative liabilities	14(b)	1,899		77,699
Other current liabilities	5(d),15,16(a),17(b)	30,017		22,339
Liabilities relating to assets held for sale	5(a)	—		85,745
		271,724		402,566
Non-current liabilities
Loans and borrowings	13	828,024		514,015
Reclamation and closure cost provisions	15	95,514		95,565
Derivative liabilities	14(b)	8,806		7,158
Deferred income tax liabilities	25	260,718		312,198
Other non-current liabilities	16	38,527		50,514
Total liabilities		1,503,313		1,382,016
Shareholders’ equity
Common shares	18(b)	2,035,974		2,006,777
Reserves	19	41,620		47,038
Accumulated other comprehensive (loss) income (“AOCI”)		(52,076)		84,939
Retained earnings		327,566		446,591
Total equity		2,353,084		2,585,345
Total liabilities and equity		$	3,856,397	$	3,967,361

Commitments and contingencies (notes 9(d), 14(b)(ii), 31(b) and 33)

Subsequent events (notes 6, 14(b)(iv) and 18(b))

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

Approved on behalf of the Board of Directors

“Ross Beaty”	“Lenard Boggio”
Director	Director

8

Consolidated Statements of (Loss) Income

For the years ended December 31, 2022 and 2021

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

	Note	2022		2021
Revenue	20	$	952,196	$	1,082,286
Cost of sales
Operating expense	21	(680,054)		(654,804)
Depreciation and depletion		(187,172)		(196,892)
		(867,226)		(851,696)
Income from mine operations		84,970		230,590
Care and maintenance expense	22	(9,473)		(15,274)
Exploration expense		(18,423)		(16,253)
General and administration expense	23	(46,682)		(52,590)
Income from operations		10,392		146,473
Finance expense		(40,352)		(41,551)
Finance income		5,611		2,816
Share of net (loss) income of associates	10	(6,178)		735
Other (expense) income	24	(67,880)		426,562
(Loss) income before taxes		(98,407)		535,035
Income tax (expense) recovery	25	(7,620)		19,854
Net (loss) income		$	(106,027)	$	554,889
Net (loss) income per share
Basic	26	$	(0.35)	$	1.95
Diluted	26	$	(0.35)	$	1.69
Weighted average shares outstanding
Basic	26	304,001,631		284,932,357
Diluted	26	304,001,631		333,734,701

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

9

Consolidated Statements of Comprehensive (Loss) Income

For the years ended December 31, 2022 and 2021

(Expressed in thousands of United States dollars)

	Note	2022		2021
Net (loss) income		$	(106,027)	$	554,889
Other comprehensive (loss) income
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation		(31,335)		(1,345)
Reclassification of cumulative foreign currency translation gain relating to Mercedes to net loss	5(a)	(1,601)		—
Items that will not be reclassified subsequently to net income or loss:
Net (decrease) increase in fair value of marketable securities and other investments in equity instruments	6,11(c)	(134,226)		100,144
Income tax recovery (expense) relating to change in fair value of marketable securities and other investments in equity instruments		17,149		(13,860)
		(150,013)		84,939
Total comprehensive (loss) income		$	(256,040)	$	639,828

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

10

Consolidated Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in thousands of United States dollars)

	Note	2022		2021
Cash provided by (used in):
Operating activities
Net (loss) income for the year		$	(106,027)	$	554,889
Adjustments for:
Depreciation and depletion		188,837		198,134
Finance expense		40,352		41,551
Change in fair value of derivatives	24	53,834		(90,643)
Settlements of derivatives	14(a)(ii),(b)(iv)	(31,837)		(46,308)
Loss (gain) on disposals and write-downs of assets	24	12,232		(81,970)
Gain on bargain purchase of Premier Gold Mines Limited ("Premier")	5(c)	—		(81,432)
Gain on reclassification of investment in Solaris Resources Inc.	5(f)	—		(186,067)
Unrealized foreign exchange loss (gain)		12,612		(2,963)
Income tax expense (recovery)	25	7,620		(19,854)
Income taxes paid		(22,124)		(24,934)
Other		(11,206)		3,719
Operating cash flow before changes in non-cash working capital		144,293		264,122
Changes in non-cash working capital	29	(87,820)		56,656
		56,473		320,778
Investing activities
Expenditures on mineral properties, plant and equipment		(557,074)		(344,224)
Purchase of marketable securities	14(a)(i)	(7,421)		—
Dispositions of marketable securities	6,14(b)(iii)	92,021		—
Investments in associates	10	(3,343)		(40,860)
Net proceeds on disposals of assets	5(a),(e),(f)	55,604		90,478
Acquisition of Premier	5(c)	—		8,267
Investment in Greenstone Gold Mines LP	5(d)	—		(50,905)
Other		1,211		(10,323)
		(419,002)		(347,567)
Financing activities
Draw down on credit facility	13(a)	299,800		—
Repayment of loans and borrowings	13	(13,333)		(30,983)
Interest paid	13	(33,590)		(22,112)
Lease payments	17(b)	(23,849)		(24,309)
Net proceeds from issuance of shares	18(b)	7,219		59,498
Proceeds from exercise of warrants and stock options	14(b)(i),18(b)	11,488		17,655
Net proceeds from other financing activities	16(a)	9,600		—
Transaction costs and other	13(a)	(3,024)		(1,344)
		254,311		(1,595)
Effect of foreign exchange on cash and cash equivalents		(1,086)		(6,469)
Decrease in cash and cash equivalents		(109,304)		(34,853)
Cash and cash equivalents – beginning of year		310,073		344,926
Cash and cash equivalents – end of year		200,769		310,073
Cash and cash equivalents reclassified as held for sale	5(a)	—		(4,575)
Cash and cash equivalents, excluding amounts classified as held for sale – end of year		$	200,769	$	305,498

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

11

Consolidated Statements of Changes in Equity

For the years ended December 31, 2022 and 2021

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

		Common Shares
	Note	Number	Amount		Reserves (note 19)		AOCI		Retained Earnings (Deficit)		Total
Balance – December 31, 2020		242,354,406	$	1,518,042	$	38,779	$	—	$	(108,298)	$	1,448,523
Shares and options issued on acquisition of Premier	5(c)	47,373,723	399,613		8,155		—		—		407,768
Shares issued in private placement	18(b)	7,500,000	59,595		—		—		—		59,595
Shares issued on exercise of warrants and stock options, and settlement of RSUs and pRSUs	14(b)(i) 18(b)	4,096,475	29,624		(7,869)		—		—		21,755
Share-based compensation	18(d)	—	—		7,973		—		—		7,973
Share issue costs		—	(97)		—		—		—		(97)
Net income and total comprehensive income		—	—		—		84,939		554,889		639,828
Balance – December 31, 2021		301,324,604	2,006,777		47,038		84,939		446,591		2,585,345
Shares issued in public offerings	18(b)	2,281,402	7,995		—		—		—		7,995
Shares issued on exercise of warrants and stock options, and settlement of RSUs and pRSUs	14(b)(i), 18(b)	3,759,582	21,978		(9,887)		—		—		12,091
Share-based compensation	18(d)	—	—		4,469		—		—		4,469
Share issue costs	18(b)	—	(776)		—		—		—		(776)
Disposition of marketable securities	6, 14(b)(iii)	—	—		—		12,998		(12,998)		—
Net (loss) and total comprehensive (loss)		—	—		—		(150,013)		(106,027)		(256,040)
Balance – December 31, 2022		307,365,588	$	2,035,974	$	41,620	$	(52,076)	$	327,566	$	2,353,084

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

12

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

1.NATURE OF OPERATIONS

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

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

All of the Company’s principal properties are located in the Americas. The Company’s principal properties and material subsidiaries are as follows:

Subsidiary	Location	Principal Property	Principal Activity	Ownership Interest
Western Mesquite Mines, Inc.	USA	Mesquite Mine (“Mesquite”)	Production	100	%
Castle Mountain Venture	USA	Castle Mountain Mine (“Castle Mountain”)	Production	100	%
Desarrollos Mineros San Luis S.A. de C.V.	Mexico	Los Filos Mine Complex (“Los Filos”)	Production	100	%
Mineração Aurizona S.A.	Brazil	Aurizona Mine (“Aurizona”)	Production	100	%
Fazenda Brasileiro Desenvolvimento Mineral Ltda	Brazil	Fazenda Mine (“Fazenda”)	Production	100	%
Mineração Riacho Dos Machados Ltda	Brazil	RDM Mine (“RDM”)	Production	100	%
Santa Luz Desenvolvimento Mineral Ltda	Brazil	Santa Luz Mine (“Santa Luz”)	Production	100	%

The Company also has a 60% interest in Greenstone Gold Mines LP, which is a joint operation that owns the Greenstone development project in Canada (“Greenstone”).

On April 21, 2022, the Company completed the sale of its Mercedes Mine in Mexico (“Mercedes”), the assets and liabilities of which were classified as held for sale at December 31, 2021 (note 5(a)). The results of operations of Mercedes are included in these consolidated financial statements from April 7, 2021, the date of acquisition, to April 21, 2022, the date of disposition.

On April 7, 2021, the Company completed the acquisition of Premier (the “Premier Acquisition”) (note 5(c)) which included the acquisition of a 50% interest in Greenstone and a 100% interest in Mercedes. On April 16, 2021, the Company completed the acquisition of an additional 10% interest in Greenstone. The results of operations of Premier and the additional 10% interest in Greenstone are included in these consolidated financial statements from the dates of acquisition.

2.    BASIS OF PREPARATION

(a)Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved and authorized for issuance by the Board of Directors onFebruary 21, 2023.

(b)Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments, which are measured at fair value, and certain inventories written down to net realizable value (“NRV”).

(c)Basis of consolidation

These consolidated financial statements include the accounts of the Company, its subsidiaries and its 60% interest in the Greenstone joint operation. Subsidiaries are entities controlled by the Company. Control is defined as Equinox Gold having power over the entity, exposure or rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. Joint operations are assets and liabilities that are jointly controlled with another party.

13

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

2.    BASIS OF PREPARATION (CONTINUED)

(c)Basis of consolidation (continued)

All intercompany transactions and balances, or in the case of Greenstone, the Company’s share of such transactions and balances, are eliminated on consolidation.

(d)Presentation currency

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

(e)Functional currency, and foreign currency transactions and translation

(i)Functional currency

The functional currency of the Company and each of its subsidiaries and joint operation is determined by the currency of the primary economic environment in which the entity operates. The functional currency of the Company and its subsidiaries is the US dollar. The functional currency of the Company’s joint operation, Greenstone, is the Canadian dollar.

(ii)Foreign currency transactions

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

(iii)Foreign currency translation

The Company translates the results and financial position of Greenstone, which has a Canadian dollar functional currency, into the US dollar presentation currency using the following procedures:

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

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

•Exchange gains and losses on translation are recognized in other comprehensive income or loss (“OCI”).

(f)Comparative information

Certain comparative amounts have been reclassified to conform with the current year’s financial statement presentation. Such reclassifications were not considered material.

3.    SIGNIFICANT ACCOUNTING POLICIES

(a)Business combinations

A business combination is an acquisition of assets and liabilities that constitute a business and whereby the Company obtains control of the business. A business is an integrated set of activities and assets that consist of inputs and processes, including a substantive process that, when applied to those inputs, have the ability to create or significantly contribute to the creation of outputs that generate investment income or other income from ordinary activities.

When acquiring a set of activities or assets in the exploration and development stage, which may not have outputs at the acquisition date, the Company considers other factors to determine whether the set of activities or assets is a business. In this case, an acquired process is considered substantive when: (i) the acquired process is critical to the ability to develop the acquired input into outputs; and (ii) the inputs acquired include both an organized workforce with the necessary skills, knowledge, or experience to perform the process and other inputs that the organized workforce could develop into outputs.

14

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a)Business combinations (continued)

Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recognized at their fair values on the acquisition date. The acquisition date is the date at which the Company obtains control over the acquiree, which is generally the date that consideration is transferred and the Company acquires control of the assets and assumes the liabilities of the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date.

The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the fair values, determined as at the acquisition date, of the assets transferred by the Company, the liabilities, including contingent consideration, incurred and payable by the Company to former owners of the acquiree and the equity interests issued by the Company. Acquisition-related costs, other than costs to issue debt or equity securities of the Company, are expensed as incurred.

A non-controlling interest (“NCI”), if any, represents the equity in a subsidiary not attributable, directly or indirectly, to the Company. An NCI is recognized at its proportionate share of the fair value of identifiable net assets acquired on initial recognition.

Goodwill, if any, is calculated as the sum of the total consideration transferred by the Company and the NCI in the acquiree, if any, less the fair value of net assets acquired. When the fair value of net assets acquired exceeds the sum of the total consideration transferred by the Company and the NCI in the acquiree, if any, the Company recognizes a bargain purchase gain in net income or loss on the acquisition date.

(b)Joint arrangements

A joint arrangement is an arrangement of which two or more parties have joint control, which is the contractually agreed sharing of control of an arrangement. This exists only when the decisions about the relevant activities (being those that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control. A joint arrangement is classified as a joint operation or a joint venture based on the rights and obligations of the parties to the joint arrangement.

The Company has an interest in Greenstone which is classified as a joint operation, whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities relating to the arrangement. The Company proportionately consolidates its share of Greenstone’s assets, liabilities, revenues and expenses.

(c)Cash and cash equivalents

Cash and cash equivalents consist mainly of cash on hand and cash held at banks. Cash equivalents are highly liquid investments with a maturity date of three months or less from the date of purchase.

(d)Restricted cash

Restricted cash consists of deposits held as security for income tax assessments and letters of credit. Restricted cash is classified as current or non-current assets based on the applicable restriction periods.

(e)Inventories

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

Stockpiled ore inventories represent ore that has been extracted from the mine and is available for further processing. The costs included in stockpiled ore inventories are based on mining costs incurred up to the point of stockpiling the ore, including depreciation and depletion of related mineral properties and equipment, and are removed at the weighted average cost as ore is processed. Stockpiled ore that is not expected to be processed within the next 12 months is classified as non-current.

15

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(e)Inventories (continued)

Certain ore is processed through heap leaching. Under this method, ore is placed on leach pads where it is treated with a chemical solution that dissolves the gold contained in the ore. The resulting solution is further processed in a plant where the gold is recovered. Costs are added to heap leach ore inventories based on mining and leaching costs incurred, including depreciation and depletion of related mineral properties, plant and equipment. Costs are removed from heap leach ore inventories as ounces of recoverable gold are transferred to the plant for further processing based on the average cost per recoverable ounce on the leach pads. The amount of recoverable gold on the leach pads is calculated based on the quantities of ore placed on the leach pads (measured tonnes added to the leach pads), the grade of ore placed on the leach pads (based on assay data) and a recovery percentage (based on ore type). The quantity of recoverable gold in ore on the leach pads that will be recovered over a period exceeding 12 months is classified as non-current.

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

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

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

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

(f)Mineral properties, plant and equipment

(i)Mineral properties and construction-in-progress

Mineral properties and construction-in-progress include:

•costs of acquiring producing and development stage mineral properties;

•costs reclassified from exploration and evaluation assets;

•capitalized development costs;

•construction costs;

•deferred stripping costs;

•estimates of reclamation and closure costs; and

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

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

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

16

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

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

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

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

(ii)Exploration and evaluation expenditures

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

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

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

(iii)Plant and equipment

Plant and equipment is carried at cost, less accumulated depreciation and accumulated impairment losses. The cost of an item of plant and equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, initial estimates of the costs of dismantling and removing an item and restoring the site on which it is located and, where applicable, borrowing costs.

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

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

The Company conducts an annual assessment of the residual values, useful lives and depreciation methods being used for plant and equipment. Any changes arising from the assessment are applied by the Company prospectively.

17

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g)Investments in associates

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

The Company accounts for an investment in associate using the equity method. Under the equity method, the Company’s investment in an associate is initially recognized at cost and subsequently increased or decreased to recognize the Company’s share of net income or loss and OCI of the associate, and for impairment losses after the initial recognition date. The Company’s share of income or loss and OCI of the associate is recognized in net income or loss and OCI, respectively, during each reporting period. Dividends and repayments of capital received from the associate are accounted for as a reduction in the carrying amount of the Company’s investment.

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

(h)Financial instruments

(i)Recognition and measurement

Financial assets and financial liabilities are recognized when the Company becomes party to the contractual provisions of the financial instrument. On initial recognition, financial assets and financial liabilities are measured at fair value. Directly attributable transaction costs associated with financial assets or financial liabilities measured at fair value through profit or loss (“FVTPL”) are expensed as incurred, while directly attributable transaction costs associated with all other financial assets and financial liabilities are included in the initial carrying amount of the asset or liability, respectively.

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

Financial assets and financial liabilities at amortized cost

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

Accounts payable and accrued liabilities, loans and borrowings and certain other liabilities are classified as and subsequently measured at amortized cost.

The amortized cost of a financial asset or financial liability is the initial recognition amount minus principal repayments, plus the cumulative amortization using the effective interest method of any difference between the initial recognition amount and the maturity amount. For financial assets, the amortized cost includes the adjustment for any credit loss allowance.

Financial assets at FVTPL

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

The Company’s marketable securities, other than those that the Company has elected to measure at fair value through OCI (“FVOCI”), are classified as and subsequently measured at FVTPL.

18

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(h)Financial instruments (continued)

(i)Recognition and measurement (continued)

Equity investments at FVOCI

At initial recognition, the Company may irrevocably elect to present in OCI subsequent changes in the fair value of particular investments in equity instruments (on an individual instrument basis) that otherwise would be measured at FVTPL. This election is not permitted on investments in equity instruments that are held for trading. The cumulative gain or loss recognized in OCI is reclassified to retained earnings or deficit upon disposition of the investment in equity instrument.

The Company has elected to measure certain of its investments in equity instruments that it intends to hold for strategic purposes at FVOCI and present subsequent changes in the fair value of the investments in OCI.

Derivative assets and liabilities at FVTPL

A derivative is defined as having the following characteristics:

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

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

•It is settled at a future date.

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

A derivative that will be settled by the Company delivering a fixed number of its own equity instruments in exchange for a fixed amount of cash in terms of its functional currency or another financial asset is classified and presented as an equity instrument, rather than a financial liability. As the exercise price of the Company’s share purchase warrants that are exercisable into common shares of Equinox Gold is denominated in CAD, the Company will receive a variable amount of cash in terms of its US dollar functional currency upon exercise of the warrants. Accordingly, the Company’s warrants are classified and presented as derivative financial liabilities and measured at FVTPL.

(ii)Derecognition of financial assets and financial liabilities

The Company derecognizes a financial asset or a part of the financial asset when, and only when (i) the contractual rights to the cash flows from the financial asset expire, or (ii) the Company transfers the financial asset and the transfer qualifies for derecognition. Transfers of a financial asset, either by (i) transferring the contractual rights to the financial asset, or (ii) retaining the contractual rights to receive the cash flows of the financial asset, but assuming a contractual obligation to pay the cash flows collected to one or more recipients without material delay and whereby the Company is prohibited from selling or pledging the financial asset other than as security to the eventual recipients, qualify for derecognition if the Company transfers substantially all the risks and rewards of ownership of the financial asset or control of the financial asset.

The Company derecognizes a financial liability or a part of the financial liability when, and only when, it is extinguished. A financial liability is extinguished when the obligation specified in the contract is discharged, cancelled or expires.

An exchange of debt instruments with substantially different terms or a substantial modification of the terms of an existing debt instrument or a part of it is accounted for as an extinguishment of the original instrument and the recognition of a new instrument. Terms are considered substantially different if the present value of future cash flows under the new terms, including any fees paid net of any fees received between the borrower and the lender, discounted using the original effective interest rate, is at least 10 per cent different from the present value of the remaining expected cash flows of the original instrument.

19

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(h)Financial instruments (continued)

(ii)Derecognition of financial assets and financial liabilities (continued)

On derecognition of a financial asset or financial liability, the difference between the carrying amount derecognized and the consideration received or paid, respectively, is recognized as a gain or loss in net income or loss. If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognized as part of the gain or loss on extinguishment.

(iii)Modification of contractual cash flows

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

Any costs or fees incurred adjust the carrying amount of the modified financial asset or financial liability and are amortized over the remaining term of the modified financial asset or financial liability using the effective interest method.

Modification accounting as described above is only applied to changes in the contractual cash flows that result from modifications other than a replacement of the underlying interest rate benchmark as a result of the global interest rate benchmark reform. A replacement of the underlying interest rate benchmark as a result of the global interest rate benchmark reform is accounted for as a change in the effective interest rate with no gain or loss recognized.

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

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

(i)Impairment

(i)Non-financial assets and investments in associates

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

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

20

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(i)Impairment (continued)

(i)Non-financial assets and investments in associates (continued)

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

(ii)Financial assets

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

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

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

(j)Assets held for sale

A non-current asset or disposal group of assets and liabilities is classified as held for sale when it is highly probable that its carrying amount will be recovered principally through a sale transaction rather than through continuing use. A non-current asset or disposal group is classified as held for sale when the following criteria are met: (i) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal group; (ii) the appropriate level of management is committed to a plan to sell the asset or disposal group; (iii) an active program to locate a buyer and complete the plan has been initiated; (iv) the asset or disposal group is actively marketed for sale at a price that is reasonable in relation to its current fair value; (v) the sale is expected to complete within one year from the date of classification, except under certain events and circumstances beyond the Company’s control; and (vi) actions required to complete the plan to sell the asset or disposal group indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A non-current asset or disposal group ceases to be classified as held for sale when the above criteria are no longer met.

A non-current asset or disposal group classified as held for sale is measured at the lower of its carrying amount and fair value less costs to sell. The Company recognizes an impairment loss for any initial or subsequent write-down of a non-current asset or disposal group classified as held for sale to fair value less costs to sell in net income or loss during the period of the write-down. The Company recognizes a gain for any subsequent increase in fair value less costs to sell of a non-current asset or disposal group to the extent of previously recognized impairment losses on the non-current asset or disposal group. A non-current asset is not depreciated or depleted while it is classified as held for sale, or as part of a disposal group classified as held for sale.

21

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(k)Provisions

(i)Reclamation and closure cost provisions

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

(ii)Other provisions

A provision is recognized if, because of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are calculated based on the expected future cash flows discounted, if material, at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance expense in net income or loss.

(l)Leases

A contract is or contains a lease when the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and accumulated impairment losses, and adjusted for remeasurements of the lease liability. The cost of the right-of-use asset includes the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date, less any lease incentives received and any initial direct costs and, if applicable, an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

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

The lease liability is subsequently increased by the interest on the lease liability, measured using the discount rate, and decreased by lease payments made. The lease liability is remeasured using an unchanged discount rate when there is a change in future lease payments arising from a change in an index or rate, or a change in the amount expected to be payable under a residual value guarantee. The lease liability is remeasured using a revised discount rate when there is a change in future lease payments resulting from changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. The revised discount rate in this case is the interest rate implicit in the lease for the remainder of the term or the Company’s incremental borrowing rate at the date of reassessment.

22

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(l)Leases (continued)

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

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

When the Company transfers an asset to another entity and leases the asset back from the entity, the Company accounts for the transfer as a sale when control of the asset has been transferred, which includes transfer of title and the significant risks and rewards of ownership of the asset. For a transfer of asset accounted for as a sale, the Company measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained and recognizes a gain or loss relating to the rights transferred to the buyer. For a transfer of asset not accounted for as a sale, the Company continues to recognize the transferred asset and recognizes a financial liability equal to the transfer proceeds received.

(m)Share capital

The Company’s common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity, net of any tax effects.

(n)Share-based payments

(i)    Equity-settled share-based payments

The fair value of the estimated number of equity instruments granted that are expected to vest, determined as of the date of the grant, is recognized as share-based compensation expense over the vesting period, with a corresponding increase in shareholders’ equity (reserves). The total amount recognized as an expense is adjusted to reflect the number of equity instruments expected to vest at each reporting date. No amount is recognized as an expense for equity instruments that do not vest due to failure to satisfy a vesting condition, other than a market condition.

The Company estimates the fair values of equity-settled restricted share units (“RSUs”) and equity instruments issuable under equity-settled restricted share units with performance-based vesting conditions (“pRSUs”) that are non-market conditions based on the quoted price of the Company's common shares on the date of grant. Share-based compensation expense related to pRSUs with non-market performance conditions is recognized over the expected vesting period with the cumulative amount recognized adjusted at the end of each reporting period to reflect the change, if any, in the number of pRSUs expected to vest and expected vesting period based on expected performance.

The fair values of pRSUs with market conditions are estimated using the Monte Carlo method to project the performance of the Company and, if applicable, the relevant market index against which the Company’s performance is compared. Share-based compensation expense related to pRSUs that vest based on market conditions is recognized over the vesting period determined as of the date of grant based on the grant date fair value of the award.

The fair value of stock options granted is estimated at the date of the grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected life of the option and expected share price volatility. The expected life of the options granted is determined based on the average historical hold period before exercise or expiry. Expected volatility is estimated with reference to the historical volatility of the share price of the Company.

When share-based payment transactions provide the Company with a choice to settle in cash or by issuing equity instruments, the Company accounts for the share-based payment as cash-settled when the Company determines that it has a present obligation to settle in cash.

23

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(n)Share-based payments (continued)

(ii)Cash-settled share-based payments

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

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

(o)Revenue recognition

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

(p)Employee benefits

Short-term employee benefit obligations are recognized as expenses, except for amounts included in the cost of inventories and mineral properties, plant and equipment, as the corresponding service is provided. Liabilities are recognized at the amount that is expected to be paid if the Company has a present legal or constructive obligation to pay that amount based on past services rendered by the employee, and the obligation can be estimated reliably. The Company has no long-term employee benefit plans.

(q)Borrowing costs

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

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

(r)Income taxes

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

Current tax expense (recovery) is the expected income taxes payable (receivable) in respect of the taxable income (tax loss) for the period, using tax rates enacted or substantively enacted at the reporting date, plus any adjustments recognized during the period for current tax of prior periods. Current tax for current and prior periods are recognized as a current liability to the extent unpaid, and as a current asset if the amounts paid exceed the amounts due.

24

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(r)Income taxes (continued)

Deferred income tax assets and liabilities are recognized for temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and the amounts attributed to the assets and liabilities for tax purposes. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to temporary differences in the period when they reverse based on tax rates that have been enacted or substantively enacted at the reporting date. Deferred income tax assets and liabilities are not recognized for temporary differences related to the initial recognition of assets or liabilities, other than in business combinations, that affect neither accounting nor taxable income or loss, temporary differences arising on the initial recognition of goodwill and temporary differences relating to investments in subsidiaries to the extent that the Company can control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. In addition, a deferred income tax asset is recognized for deductible temporary differences and the carryforward of unused tax losses and unused tax credits only to the extent that it is probable that future taxable income will be available against which the deductible temporary difference can be utilized. The Company reassesses unrecognized deferred income tax assets at the end of each reporting period and recognizes a previously unrecognized deferred income tax asset to the extent that it has become probable that future taxable income will allow the deferred income tax asset to be recovered.

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

Royalties and other arrangements that are imposed by government authorities and whereby the amount payable is calculated by reference to an income measure are accounted for as income taxes. Obligations arising from royalty arrangements that do not satisfy these criteria are recognized as operating expense as incurred.

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

(s)Net income (loss) per share

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

(t)Contingencies

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

Contingent assets and contingent liabilities are assessed at the end of each reporting period to ensure developments are appropriately reflected in the consolidated financial statements.

25

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(u)Amended IFRS standards not yet effective

(i)Deferred income tax assets and liabilities

In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities Arising from a Single Transaction which amended IAS 12, Income Taxes (“IAS 12”). Prior to the amendments, IAS 12 contained a recognition exemption whereby deferred income tax assets and liabilities were not recognized for temporary differences arising on initial recognition of asset and liabilities, other than in business combinations, that affect neither accounting nor taxable income. The amendments narrowed the scope of the recognition exemption in IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.

In accordance with the effective date and transition rules of the amendments, the Company will initially apply the amendments to IAS 12 for its annual reporting period beginning on January 1, 2023. On initial application, the Company will: (a) recognize a deferred tax asset, to the extent that it is probable that taxable income will be available against which the deductible temporary difference can be utilized, and a deferred tax liability for all deductible and taxable temporary differences, respectively, associated with right-of-use assets and lease liabilities, and reclamation and closure cost provisions and the corresponding reclamation and closure cost assets as at January 1, 2022 for which no deferred income tax assets or liabilities were previously recognized; and (b) recognize the cumulative effect of initially applying the amendments as an adjustment to opening retained earnings as at January 1, 2022. The Company expects to recognize an adjustment of $1.3 million to decrease opening retained earnings as at January 1, 2022.

(ii)Classification of liabilities as current or non-current

In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1) which amended IAS 1, Presentation of Financial Statements (“IAS 1”), to clarify the requirements for presenting liabilities in the statement of financial position. The amendments specify that the Company must have the right to defer settlement of a liability for at least 12 months after the reporting period for the liability to be classified as non-current. In addition, the amendments clarify that: (a) the Company’s right to defer settlement must exist at the end of the reporting period; (b) classification is unaffected by management’s intentions or expectations about whether the Company will exercise its right to defer settlement; (c) if the Company’s right to defer settlement is subject to the Company complying with specified conditions, the right exists at the end of the reporting period only if the Company complies with those conditions at the end of the reporting period, even if the lender does not test compliance until a later date; and (d) the term settlement includes the transfer of the Company’s own equity instruments to the counterparty that results in the extinguishment of the liability, except when the settlement of the liability with the Company transferring its own equity instruments is at the option of the counterparty and such option has been classified as an equity instrument, separate from the host liability.

In October 2022, the IASB issued Non-current Liabilities with Covenants, which amended IAS 1 to clarify that if the Company’s right to defer settlement of a liability for at least 12 months is subject to the Company complying with covenants after the reporting period, those covenants would not affect whether the Company’s right to defer settlement exists at the end of the reporting period for the purposes of classifying a liability as current or non-current. The amendments also increased the disclosure requirement relating to such covenants to include: (i) the nature of the covenants and the date by which the Company must comply with the covenants; (ii) whether the Company would comply with the covenants based on its circumstances at the reporting date; and (iii) whether and how the Company expects to comply with the covenants by the date on which they are contractually required to be tested.

The above amendments are effective for the Company’s annual reporting periods beginning on or after January 1, 2024. The impacts on the Company’s consolidated financial statements will depend on the Company’s right to defer settlement of its liabilities at the end of such reporting period and include increased disclosure in respect of its compliance with related covenants.

26

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

4.    AREAS OF SIGNIFICANT JUDGEMENT AND ESTIMATION UNCERTAINTY

In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates and assumptions made as the estimation process is inherently uncertain. All estimates and assumptions are reviewed on an ongoing basis based on relevant facts and circumstances, and new reliable information or experience. Revisions to estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about critical judgements that management has made in the process of applying the Company’s accounting policies that have the most significant effect on amounts recognized in these consolidated financial statements and the major sources of estimation uncertainty at December 31, 2022 that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

(a)Judgements

(i)Acquisitions

On acquisition of a set of assets and liabilities, management applies judgement in determining whether the set acquired includes the inputs and processes applied to those inputs necessary to constitute a business as defined in IFRS 3 – Business Combinations. If an acquired set of assets and liabilities includes goodwill, the set is presumed to be a business. Transactions accounted for as business combinations may result in goodwill or a bargain purchase gain and transaction costs are expensed. Transactions accounted for as asset acquisitions do not result in goodwill or a bargain purchase gain and transaction costs are capitalized as part of the assets acquired.

Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisition of Premier on April 7, 2021 (note 5(c)) met the criteria for accounting as a business combination and that Equinox Gold was the acquirer. The Company’s acquisition of an additional 10% interest in Greenstone on April 16, 2021 (note 5(d)) was determined to be an asset acquisition.

(ii)Functional currency

The functional currency of the Company and each of its subsidiaries and joint operation is the currency of the primary economic environment in which the entity operates. The Company determined the functional currency of the Company and each of its significant subsidiaries is the US dollar, and the functional currency of Greenstone is the Canadian dollar. Determination of functional currency involves certain judgements about the primary economic environment. The Company will reconsider its functional currency and that of its subsidiaries and joint operation if there is a change in events and conditions that determine the primary economic environment and account for the effects of a change in functional currency prospectively.

(iii)Investments

Management applies judgement in assessing whether the facts and circumstances pertaining to certain investments result in the Company having control, joint control or significant influence over the investee.

On June 28, 2022, the Company received a 35% interest in Sandbox Royalties Corp. (“Sandbox”), formerly Rosedale Resources Ltd., as consideration for the sale of a portfolio of royalty interests and other assets to Sandbox (note 5(b)). At December 31, 2022, the Company’s interest in Sandbox was 34.4%. Based on the Company’s share of outstanding voting rights held and representation on Sandbox’s board of directors and the interchange of managerial personnel, the Company determined that it had significant influence over Sandbox, but not control or joint control, on initial recognition and as at December 31, 2022.

The Company determined that its initial 50% interest in Greenstone, acquired in connection with the Premier Acquisition (note 5(c)), represented joint control of Greenstone and that Greenstone was a joint operation due to provisions in the limited partnership agreement that require unanimous approval of the partners regarding its relevant activities, and the fact that the partnership is primarily designed for the provision of output to the partners, giving the partners rights to substantially all the economic benefits of its assets, and is dependent on the partners on a continuous basis to settle its liabilities. On April 16, 2021, upon acquisition of an additional 10% interest in Greenstone (note 5(d)), resulting in the Company’s total interest in the project being 60%, the Company reassessed its conclusion on joint control and the classification of the joint arrangement and determined no changes were required as the acquisition of the additional interest did not change the contractual sharing of control.

27

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

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

(a)Judgements (continued)

(iii)Investments (continued)

On April 28, 2021, upon sale of a portion of the Company’s shareholdings in Solaris Resources Inc. (“Solaris”), the Company’s interest in Solaris decreased to 19.9%. The Company determined that due to the reduction of its interest, the Company no longer had significant influence and discontinued accounting for its interest using the equity method. The Company recognized a gain of $186.1 million on reclassification of its investment (note 5(f)). At December 31, 2022 and 2021, the Company’s investment in Solaris common shares is accounted for as a marketable security measured at FVOCI.

(iv)Achievement of operating levels intended by management

Until a mineral property, plant or equipment is capable of operating at levels intended by management, costs incurred, other than costs associated with the sale of gold doré produced, and including borrowing costs incurred on qualifying assets, are capitalized as part of the cost of the asset. Depletion of capitalized development and construction costs for a mineral property and related property and equipment begins when the mine is capable of operating at levels intended by management. Management considers several factors in determining when a mineral property, plant or equipment is capable of operating at levels intended by management. Amongst other quantitative and qualitative factors, throughput, mill grades, recoveries, and for a heap leach operation, stacking rates and irrigation rates, are assessed over a reasonable period to make this determination.

The Company determined that Santa Luz was capable of operating at levels intended by management effective September 30, 2022 (note 9(b)).

(v)Indicators of impairment

Judgement is applied in assessing whether certain facts and circumstances are indicators of impairment, and accordingly, require an impairment test to be performed. The Company considers both external and internal sources of information in assessing whether there are any indications that its assets or CGUs may be impaired. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and are expected to affect the recoverable amount of CGUs. Internal sources of information the Company considers include the manner in which mineral properties, plant and equipment are being used or are expected to be used and measures of economic performance of the assets. The primary external factors considered are changes in spot and forecast metal prices, changes in laws and regulations and the Company’s market capitalization relative to its net asset carrying amount. The primary internal factors considered are the Company’s current mine performance against expectations, changes in mineral reserves and resources, life of mine plans and exploration results.

During the year ended December 31, 2022, management concluded that there was an indication that the Los Filos CGU may be impaired and as a result, the Company performed an impairment test as at September 30, 2022 (notes 4(b)(vi) and 9(c)).

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

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

In August 2022, the Company entered into two power purchase agreements for the delivery of power to certain of its mines in Brazil at fixed prices based on a pre-determined formula for a predetermined annual volume over a period of 10 years commencing in January 2023. Management concluded that while power is a commodity and therefore considered readily convertible to cash, the contract does not meet the criteria for accounting as a derivative financial instrument based on the Company’s expected power usage requirements for the relevant mines over the contract term. Accordingly, the Company will recognize an expense for the costs of power as the power is delivered.

28

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

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

(a)Judgements (continued)

(vii)Income taxes

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

(viii)Contingencies

Contingent assets and liabilities can relate to, but are not limited to, environmental obligations, litigation, regulatory proceedings, tax matters and losses resulting from other events. Management exercises significant judgement in assessing whether the outflow of economic benefits has become probable and thereby requiring present obligations to be recognized in the consolidated financial statements, unless a reliable estimate of the amount cannot be made, or in the case of contingent assets, the inflow of economic benefits has become virtually certain.

(b)Key sources of estimation uncertainty

(i)Mineral reserve and mineral resource estimates

The Company estimates its mineral reserves and mineral resources based on information compiled by qualified persons as defined by National Instrument (“NI”) 43-101 – Standards of Disclosure for Mineral Projects. Estimates of proven and probable mineral reserves, and measured and indicated mineral resources are used in the calculation of depreciation, depletion and determination, when applicable, of the recoverable amount of CGUs, and for forecasting the timing of reclamation and closure cost expenditures.

There are numerous uncertainties inherent in estimating mineral reserves and resources, and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in forecast metal prices, foreign exchange rates, operating costs or recovery rates may change the economic status of mineral reserves and resources and may, ultimately, result in estimates of mineral reserves and resources being revised. Changes in estimates of mineral reserves and resources could impact depreciation and depletion rates, asset carrying amounts and the provisions for reclamation and closure costs.

(ii)Valuation of inventories

Inventories are measured at the lower of weighted average cost and NRV. The weighted average costs of inventories include the cost of direct labour and materials, and an allocation of mine-site overhead expenses and depreciation and depletion of assets used during the mining and processing activities to produce the inventories. The determination of NRV involves the use of estimates. The NRV of inventories is calculated as the estimated price at the time of eventual sale based on prevailing and forecast metal prices less estimated future costs to convert the inventories into saleable form and associated selling costs. The NRV of inventories is assessed at the end of each reporting period. Changes in the estimates of NRV may result in a write-down of inventories or a reversal of a previous write-down.

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

(iii)Reclamation and closure cost provisions

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

29

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

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

(b)Key sources of estimation uncertainty (continued)

(iii)Reclamation and closure cost provisions (continued)

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

(iv)Income taxes and value-added taxes receivable

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the periods the assets are realized and the liabilities are settled. In determining the applicable rates to apply, the Company makes estimates of the timing of reversal of temporary differences. The Company also makes estimates of the amounts and timing of future taxable income available against which deductible temporary differences can be utilized. Estimates of future taxable income are based on forecast results of operations, application of tax legislation and available tax opportunities. The impacts of changes in these estimates are recognized in the period of change.

The Company provides for uncertain tax treatments based on management’s judgement on the probable outcome of tax assessments. The amounts recognized are measured based on the most likely amount or, if there are a wide range of possible outcomes, the expected value of the liability. Adjustments for differences between amounts recognized and final amounts as assessed by the taxation authorities are made during the period such differences are identified.

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

(v)Fair value measurement of derivative financial instruments

The fair value measurement of the Company’s derivative financial instruments outstanding at December 31, 2022 requires the use of option pricing models or other valuation techniques. The fair value measurements of the Company’s investments in warrants and the Equinox Gold share purchase warrants with exercise prices denominated in CAD are estimated using an option pricing model that uses assumptions related to expected life and share price volatility as inputs. The fair value measurements of foreign exchange contracts are based on forward foreign exchange rates. The fair value measurement of the production component of the contingent consideration in connection with the acquisition of the additional 10% interest in Greenstone on April 16, 2021 is based on forward gold prices and assumptions related to the achievement of production milestones. Changes in assumptions and estimates used could result in changes in the fair values of the derivative financial instruments, which are recognized in net income or loss.

(vi)Measurement of the recoverable amount of the Los Filos CGU

The Company performed an impairment test for the Los Filos CGU as at September 30, 2022 (note 9(c)). As the FVLCOD calculated was more than the carrying amount of the Los Filos CGU, the Company concluded that no impairment loss was required to be recognized.

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

30

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

5.    CORPORATE TRANSACTIONS

(a)Sale of Mercedes

On April 21, 2022, the Company completed the sale of Mercedes, the assets and liabilities of which were classified as held for sale at December 31, 2021, to Bear Creek Mining Corporation (“Bear Creek”) (the “Mercedes Transaction”) for the following consideration:

•$75 million in cash received on closing of the Mercedes Transaction;

•$25 million in cash receivable on or before October 21, 2022 (the “Deferred Payment”);

•24,730,000 common shares of Bear Creek, representing approximately 16.6% of the issued and outstanding common shares of Bear Creek at the time of closing the Mercedes Transaction; and

•a 2% net smelter return (“NSR”) on production from Mercedes (the “Mercedes NSR”).

The fair value of the consideration received totaled $135.4 million which included the fair values of the cash payment received on closing, the amount receivable of $24.6 million, the equity interest in Bear Creek of $23.3 million, the Mercedes NSR of $9.9 million and a working capital adjustment of $2.6 million. The fair value of the Bear Creek common shares received was determined based on Bear Creek’s quoted common share price of C$1.18 ($0.94) per share on the date of disposition. The fair value of the Mercedes NSR was estimated using a discounted cash flow model.

The equity interest in Bear Creek received as consideration for the sale is included within marketable securities and measured at FVOCI with changes in fair value recognized in OCI. On initial recognition, the Mercedes NSR was recognized as mineral properties. The Mercedes NSR was subsequently sold on June 28, 2022 (note 5(b)).

The Company recognized a loss on sale of $7.0 million in other expense for the year ended December 31, 2022, which represents the difference between the fair value of the consideration received, net of transaction costs of $3.8 million, and the carrying amounts of the assets and liabilities derecognized and the cumulative foreign currency translation gain of $1.6 million reclassified from AOCI tonet loss related to certain subsidiaries disposed of which had a functional currency other than the USD.

The carrying amounts of the assets and liabilities of Mercedes derecognized on April 21, 2022 and classified as held for sale at December 31, 2021 were as follows:

	April 21, 2022		December 31, 2021
Cash and cash equivalents	$	16,250	$	4,575
Trade and other receivables	2,144		6,878
Inventories	11,468		12,935
Mineral properties, plant and equipment	188,998		183,137
Other assets	1,308		13
Total assets	220,168		207,538
Accounts payable and accrued liabilities	(13,522)		(13,282)
Derivative liabilities	(34,552)		(39,986)
Reclamation and closure cost provisions	(11,531)		(11,863)
Deferred income tax liabilities	(18,084)		(18,084)
Other liabilities	(2,324)		(2,530)
Total liabilities	(80,013)		(85,745)
Net assets	$	140,155	$	121,793

The derivative liabilities related to a gold prepay and silver stream arrangement with a third party (the “Stream Arrangement”) which required the Company to deliver 1,000 ounces of gold quarterly for a total of 9,000 ounces. In addition, the Company was required to deliver 100% of the silver production from Mercedes until the delivery of 3.75 million ounces, and 30% of silver production thereafter at a price equal to 20% of the prevailing silver price at the time of delivery, subject to an annual minimum of 300,000 ounces of silver until 2.1 million ounces of silver in aggregate have been delivered. At April 21, 2022, the date of disposition, the Company had delivered 3,600 ounces of gold and 309,077 ounces of silver towards the Stream Arrangement. As part of the Mercedes Transaction, Bear Creek assumed the outstanding obligation under the Stream Arrangement.

31

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

5.    CORPORATE TRANSACTIONS (CONTINUED)

(a)Sale of Mercedes (continued)

The changes in the carrying amount of the Stream Arrangement derivative liabilities prior to disposition were as follows:

Balance – December 31, 2020	$	—
Assumed in Premier Acquisition (note 5(c))	40,369
Gold and silver delivered	(6,802)
Change in fair value	6,419
Balance – December 31, 2021	39,986
Gold and silver delivered	(6,119)
Change in fair value	685
Balance – April 21, 2022	$	34,552

On October 21, 2022, the Company granted Bear Creek an extension of the due date of the Deferred Payment and on October 26, 2022, the parties agreed to extend the due date of the Deferred Payment to October 21, 2024 (note 11(a)).

(b)Sale of royalty interests and other assets

On June 28, 2022, the Company completed the sale of a portfolio of royalty interests and other assets to Sandbox in exchange for 51,933,661 common shares of Sandbox, representing a 35% interest at the time of closing with a total fair value of $28.4 million (the “Sandbox Transaction”). The fair value of the Sandbox common shares received was determined based on the concurrent private placement common share price of C$0.70 ($0.54) per share.

The Company recognized a gain on sale of $8.5 million in other expense for the year ended December 31, 2022, which represents the difference between the fair value of the consideration received, net of transaction costs, and the carrying amounts of the assets derecognized. The carrying amounts of the assets derecognized on disposition were as follows:

Assets derecognized
Cash	$	2,327
Other current receivables	2,109
Mineral properties	15,220
	$	19,656

The portfolio sold mainly comprised the Mercedes NSR (note 5(a)) and a 1% NSR royalty on production from the Pilar mine in Brazil (“Pilar”)(“the Pilar NSR”) (note5(e)) which were recognized as mineral properties, and certain cash received and receivable from a previous asset sale.

In connection with the Sandbox Transaction, the Company participated in the Sandbox private placement financing, purchasing 6,155,912 common shares of Sandbox at C$0.70 per share, for a total investment of $3.3 million. Subsequent to the financing, the Company’s interest in Sandbox was reduced to 34.4%.

The Company’s 34.4% interest in Sandbox is accounted for as an investment in associate (note 10) using the equity method.

32

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

5.    CORPORATE TRANSACTIONS (CONTINUED)

(c)Acquisition of Premier

On April 7, 2021, the Company acquired 100% of the issued and outstanding shares of Premier at an exchange ratio of 0.1967 Equinox Gold common share for each Premier share. All outstanding options and warrants of Premier that were not exercised prior to the acquisition date were replaced with Equinox Gold options and warrants, as adjusted in accordance with the 0.1967 exchange ratio. The principal properties acquired by the Company in the Premier Acquisition were a 50% interest in Greenstone and a 100% interest in Mercedes. Immediately prior to the Premier Acquisition, Premier completed the spin-out of i-80 Gold Corp. (“i-80 Gold”), a newly created company holding Premier’s gold projects in Nevada, United States. Premier retained a 30% interest in i-80 Gold which the Company acquired (note 10).

The Company determined that the Premier Acquisition represented a business combination, with Equinox Gold identified as the acquirer. Transaction costs incurred in respect of the acquisition totaling $3.2 million, of which $0.8 million were incurred in 2020, were expensed and presented as professional fees within general and administration expense.

The acquisition-date fair value of the consideration transferred consisted of the following:

Share consideration(1)	$	399,613
Option consideration(2)	8,155
Warrant consideration(3)	505
Total consideration	$	408,273

(1)The fair value of 47,373,723 common shares issued to Premier shareholders was determined using the Company’s share price of C$10.64 ($8.44) per share on the acquisition date.

(2)The fair value of 2,813,747 replacement options issued was determined using the Black-Scholes option pricing model with the following weighted average assumptions: exercise price of C$7.27, share price of C$10.64, expected life of 2.07 years, expected volatility of 41.3%, dividend yield of 0.0%, and discount rate of 0.37%.

(3)The fair value of 393,400 replacement warrants issued was determined using the Black-Scholes option pricing model with the following weighted average assumptions: exercise price of C$10.42, share price of C$10.64, expected life of 0.82 years, expected volatility of 39.7%, dividend yield of 0.0%, and discount rate of 0.15%.

In accordance with the acquisition method of accounting, the consideration transferred was allocated to the identifiable assets acquired and liabilities assumed, based upon their estimated fair values at the date of acquisition. The table below presents the fair values of the assets acquired and liabilities assumed at the date of acquisition.

Assets (liabilities) acquired
Cash and cash equivalents	$	8,267
Trade and other receivables	13,165
Inventories	11,987
Restricted cash	8,333
Mineral properties, plant and equipment	576,803
Investment in associate	79,001
Other assets	4,399
Accounts payable and accrued liabilities	(18,002)
Loans and borrowings and accrued interest	(17,649)
Stream arrangement	(40,369)
Reclamation and closure cost provisions	(13,481)
Deferred tax liabilities	(121,931)
Other liabilities	(818)
Fair value of net assets acquired	$	489,705

33

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

5.    CORPORATE TRANSACTIONS (CONTINUED)

(c)Acquisition of Premier (continued)

The Company retained an independent appraiser to assist with determination of the fair values of certain assets acquired and liabilities assumed. The fair value of inventories was determined based on an NRV approach, whereby the future estimated cash flows from sales of payable metal produced are adjusted for costs to complete. The fair value of the investment in associate, representing the Company’s 30% interest in i-80 Gold, was based on the quoted market price of i-80 Gold common shares on the date of acquisition. The fair value of mineral properties, plant and equipment, excluding exploration and evaluation assets, was based on comparable transactions. An in-situ approach was used to estimate the fair values of certain exploration assets with reference to a public company comparables analysis. The fair values of the derivative liabilities relating to the Stream Arrangement (note 5(a)) and reclamation and closure cost provisions were estimated using discounted cash flow models. Expected future cash flows associated with the Stream Arrangement were based on estimates of future gold and silver prices and discount rates. Expected future cash flows associated with the reclamation and closure cost provisions were based on estimates of the future expenditures required to settle the obligation for disturbances at the acquisition date, and discount rates.

The Company recognized a bargain purchase gain of $81.4 million, equal to the excess of the fair value of the net assets acquired over the total consideration, in other income during the year ended December 31, 2021.

The Company’s consolidated revenue for the year ended December 31, 2021 includes revenue of Premier since the acquisition date in the amount $56.9 million. The Company’s consolidated net income for the year ended December 31, 2021 includes net income before tax of Premier since the acquisition date in the amount of $7.7 million. Had the acquisition occurred on January 1, 2021, pro-forma unaudited consolidated revenue and net income before tax for the year ended December 31, 2021 would have been approximately $1,115.0 million and $541.0 million, respectively.

(d)Acquisition of additional interest in Greenstone

On April 16, 2021, the Company completed the acquisition of an additional 10% interest in Greenstone, resulting in the Company’s total interest in the project being 60%, for a total cost of $59.9 million, consisting of a cash payment of $51.0 million on closing and the following contingent consideration:

•$5.0 million in cash payable 24 months after a positive mine construction decision for Greenstone, which occurred on October 27, 2021; and

•the delivery of approximately 2,200 ounces of refined gold, the cash equivalent value of such refined gold, or a combination thereof, after each production milestone of 250,000 ounces, 500,000 ounces and 700,000 ounces from Greenstone.

The contingent consideration was measured at fair value at the date of acquisition in the amount of $8.9 million based on the projected cash outflows associated with the contingent payments at the milestone dates, adjusted for the time value of money using an appropriate market-based discount rate that reflects the risk associated with the delivery of the contingent consideration.

The Company concluded that Greenstone was not a business and accordingly accounted for the acquisition of the additional 10% interest as an asset acquisition. The total cost of acquisition was allocated to the assets acquired and liabilities assumed as follows:

Assets (liabilities) acquired
Cash and cash equivalents	$	95
Trade and other receivables	21
Restricted cash	1,043
Mineral properties, plant and equipment	59,078
Other assets	10
Accounts payable	(287)
Other liabilities	(27)
Net assets acquired	$	59,933

34

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

5.    CORPORATE TRANSACTIONS (CONTINUED)

(d)Acquisition of additional interest in Greenstone (continued)

The contingent consideration is accounted for as a financial liability. The cash component of the contingent consideration is classified as a financial liability measured at amortized cost and accreted at the end of each reporting period using an effective interest rate of 18.5%. The production component is classified as a derivative financial liability measured at FVTPL at the end of each reporting period (note 14(b)(ii)).

At December 31, 2022, the amortized cost of the cash component included in other current liabilities was $4.3 million (2021 – $3.6 million included in other non-current liabilities) and the fair value of the derivative component included in non-current derivative liabilities was $8.3 million (2021 – $6.6 million).

(e)Sale of Pilar

On April 16, 2021, the Company completed the sale of Pilar to Pilar Gold Inc. (“PGI”) in exchange for the following consideration:

•a $10.5 million cash payment received on closing of the sale;

•$27.5 million in promissory notes receivable comprising:

◦$10.0 million payable (the “Second Installment”) on or before May 31, 2021; and

◦$17.5 million payable (the “Third Installment”) on or before November 30, 2021 (the “Third Installment Maturity Date”);

•a 9.9% equity interest in PGI; and

•the Pilar NSR.

The fair value of the consideration totaled $47.0 million at the date of sale which included the fair values of the cash payment received on closing, the promissory note receivable of $27.5 million, the investment in PGI of $4.8 million and the Pilar NSR of $5.8 million, net of a working capital adjustment of $1.6 million. On disposition, the Company recognized a gain on sale of $45.4 million in other income for the year ended December 31, 2021.

The Second Installment was received in May 2021. On November 30, 2021, the Third Installment maturity date was extended to November 30, 2023. At December 31, 2022, the Third Installment is included within trade and other receivables and is classified as a financial asset measured at amortized cost (note7).

The equity interest in PGI is included within other non-current assets and measured at FVOCI with changes in fair value recognized in OCI (note 11(c)). On initial recognition, the Pilar NSR was recognized as mineral properties. The Pilar NSR was subsequently sold on June 28, 2022 (note 5(b)).

(f)Sale of partial interest in Solaris

On April 28, 2021, the Company sold a portion of its shareholdings in Solaris totaling 10 million units, with each unit consisting of one Solaris common share and one-half common share purchase warrant, for gross proceeds of $66.7 million. Each whole warrant entitled the holder to acquire one common share of Solaris from the Company at a price of C$10.00 until April 28, 2022. Of the gross proceeds of $66.7 million, $57.6 million was allocated to the common shares and $9.1 million was allocated to the warrants.

On disposition of its partial interest in Solaris, the Company recognized a gain on sale of $50.3 million in other income for the year ended December 31, 2021. The fair value of the warrants granted (the “Solaris warrant liability”) was recognized as a current derivative liability measured at FVTPL with changes in fair value at the end of each reporting period recognized in other income or expense (note 14(b)(iii)).

On disposition of the 10 million common shares of Solaris, the Company’s interest in Solaris was reduced to 19.9%. As a result, the Company determined it no longer had significant influence over Solaris and accordingly discontinued the use of the equity method to account for its investment. The carrying amount of the Company’s retained investment in Solaris was reclassified from investment in associate and recognized at fair value. The fair value of the Company’s retained investment of $197.7 million consisted of $136.0 million in common shares (“Solaris Shares”) and $61.7 million in warrants (“Solaris Warrants”) which were recognized as marketable securities measured at FVOCI (note 6) and derivative assets measured at FVTPL (note 14(a)(i)), respectively. The Company recognized a gain of $186.1 million in other income for the year ended December 31, 2021 on reclassification of its investment in Solaris.

35

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

6.    MARKETABLE SECURITIES

	December 31, 2022		December 31, 2021
Balance – beginning of year	$	240,530	$	3,120
Additions (note 14(a)(i))	16,504		228
Dispositions	(108,266)		—
Received as consideration on disposal of assets (note 5(a))	23,290		—
Reclassification of investment in Solaris (note 5(f))	—		135,964
Change in fair value	(135,191)		101,218
Balance – end of year	$	36,867	$	240,530

During the year ended December 31, 2022, the Company recognized a net loss of $135.2 million (2021 – net gain of $101.2 million) on remeasurement of the fair value of marketable securities, of which a total loss of $134.2 million (2021 – total gain of $102.6 million) was recognized in OCI, with the remaining loss associated with marketable securities measured at FVTPL recognized in net (loss) income within other (expense) income.

On April 20, 2022, the Company disposed of five million common shares of Solaris held by the Company for proceeds of $40.1 million (C$50 million) on exercise of Solaris warrants issued and derecognized the carrying amount of the underlying marketable securities of $56.4 million (note 14(b)(iii)).

On December 5, 2022, the Company sold 11 million common shares of Solaris held by the Company through a privately negotiated transaction for proceeds of $51.9 million (C$70.4 million). On disposition, the Company derecognized the carrying amount of the underlying marketable securities of $51.9 million, representing the fair value of the investments sold. In addition, the Company transferred the cumulative loss of $28.8 million, net of tax of $4.3 million, from AOCI to retained earnings.

On January 12, 2023, the Company sold 4.5 million common shares of Solaris held by the Company for proceeds of $20.0 million (C$26.8 million), representing the fair value of the investments sold.

7.    TRADE AND OTHER RECEIVABLES

	December 31, 2022		December 31, 2021
Trade receivables	$	8,180	$	14,207
Receivables from asset sales, net of loss allowance(1)	15,341		1,935
VAT receivables(2)	36,670		24,621
Income taxes receivable	13,167		8,046
Other receivables	2,745		1,451
	$	76,103	$	50,260

(1)    At December 31, 2022, the Company’s receivables from asset sales primarily comprised the current portion of the promissory note receivable from Bear Creek (note 11(a)) in the amount of $5.4 million and the $8.8 million Third Installment receivable from PGI (notes 5(e) and 11(b)). The receivable from asset sales as at December 31, 2021 was sold as part of the Sandbox Transaction (note 5(b)).

(2)    At December 31, 2022, the Company's VAT receivables primarily comprised $27.7 million (2021 – $12.3 million) and $18.6 million (2021 – $16.7 million) of VAT receivables in Brazil and Mexico, respectively, of which $18.8 million (2021 – $8.8 million) of the Brazilian VAT is included in other non-current assets.

36

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

8.    INVENTORIES

	December 31, 2022		December 31, 2021
Heap leach ore	$	310,663	$	258,197
Stockpiled ore	27,701		11,118
Work-in-process	20,315		17,400
Finished goods	5,432		3,395
Supplies	49,135		35,777
Total inventories	$	413,246	$	325,887
Classified and presented as:
Current	$	265,105	$	201,622
Non-current(1)	148,141		124,265
	$	413,246	$	325,887

(1)    Non-current inventories at December 31, 2022 and 2021 relate to heap leach ore at Mesquite and Castle Mountain.

During the year ended December 31, 2022, the Company recognized an increase in the provision for obsolete and slow-moving supplies inventories of $1.5 million (2021 – increase of $2.1 million) in operating expense. At December 31, 2022, the Company’s total provision for obsolete and slow-moving supplies inventories was $15.6 million (2021 – $14.1 million).

During the year ended December 31, 2022, the Company recognized within cost of sales $52.9 million (2021 – $18.1 million) in write-downs of inventories to NRV, mainly relating to heap leach ore at Los Filos.

37

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

9.    MINERAL PROPERTIES, PLANT AND EQUIPMENT

	Mineral properties(a)		Plant and equipment		Construction- in-progress(b)		Exploration and evaluation assets		Total
Cost
Balance – December 31, 2020	$	1,372,327	$	644,061	$	35,642	$	13,750	$	2,065,780
Acquired in Premier Acquisition (note 5(c))	468,315		72,018		—		36,470		576,803
Investment in Greenstone (note 5(d))	57,739		42		—		1,297		59,078
Additions(1)	168,231		144,213		142,869		—		455,313
Reclassified to assets held for sale (note 5(a))	(134,783)		(73,915)		—		—		(208,698)
Transfers	(5,438)		5,438		—		—		—
Disposals and write-downs	(6,285)		(125,565)		—		—		(131,850)
Change in reclamation and closure cost asset	(16,608)		—		—		—		(16,608)
Foreign currency translation	(4,520)		(49)		(613)		(93)		(5,275)
Balance – December 31, 2021	1,898,978		666,243		177,898		51,424		2,794,543
Additions(1)	169,562		105,010		367,605		—		642,177
Transfers	79,081		68,016		(147,097)		—		—
Disposals and write-downs	(22,368)		(17,797)		—		—		(40,165)
Change in reclamation and closure cost asset	(7,439)		—		—		(50)		(7,489)
Foreign currency translation	(25,670)		(941)		(16,068)		(577)		(43,256)
Balance – December 31, 2022	$	2,092,144	$	820,531	$	382,338	$	50,797	$	3,345,810
Accumulated depreciation and depletion
Balance – December 31, 2020	$	90,734	$	116,323	$	—	$	—	$	207,057
Depreciation and depletion	115,778		111,470		—		—		227,248
Reclassified to assets held for sale (note 5(a))	(15,586)		(9,975)		—		—		(25,561)
Transfers	(2,720)		2,720		—		—		—
Disposals	(5,204)		(106,907)		—		—		(112,111)
Foreign currency translation	—		(9)		—		—		(9)
Balance – December 31, 2021	183,002		113,622		—		—		296,624
Depreciation and depletion	135,062		78,902		—		—		213,964
Disposals	(496)		(4,489)		—		—		(4,985)
Foreign currency translation	—		(292)		—		—		(292)
Balance – December 31, 2022	$	317,568	$	187,743	$	—	$	—	$	505,311
Net book value
At December 31, 2021	$	1,715,976	$	552,621	$	177,898	$	51,424	$	2,497,919
At December 31, 2022	$	1,774,576	$	632,788	$	382,338	$	50,797	$	2,840,499

(1)Included in additions for the year ended December 31, 2022 are the following non-cash additions: $12.6 million (2021 – $51.6 million) in additions to right-of-use assets included in plant and equipment, $4.1 million and $5.1 million (2021 – $12.1 million and $1.7 million) of depreciation and depletion capitalized to mineral properties and construction-in-progress, respectively, and $12.9 million (2021 – $1.6 million) of borrowing costs incurred capitalized to construction-in-progress.

38

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

9.    MINERAL PROPERTIES, PLANT AND EQUIPMENT (CONTINUED)

(a)Non-depletable mineral properties

Mineral properties at December 31, 2022 includes $434.8 million (2021 – $459.0 million) relating to mineral properties at Los Filos and Greenstone which are currently not subject to depletion. At December 31, 2021, mineral properties also included $51.7 million relating to mineral properties at Santa Luz which were not subject to depletion (note 9(b)).

(b)Construction-in-progress

During the year ended December 31, 2022, the Company capitalized $47.9 million and $318.7 million of costs incurred at Santa Luz and Greenstone, respectively (2021 – $70.1 million, $66.4 million and $5.5 million of costs incurred at Santa Luz, Greenstone and Los Filos, respectively) to construction-in-progress.

On September 30, 2022, based on the level of production achieved, the Company assessed and determined that Santa Luz was operating as intended by management. Accordingly, the capitalized development and construction costs of $123.5 million on such date were reclassified from construction-in-progress to mineral properties and plant and equipment in the amount of $56.6 million and $66.9 million, respectively. Depreciation and depletion of total mineral properties of $107.5 million and plant and equipment of $165.4 million at Santa Luz commenced on October 1, 2022.

(c)Impairment

The Company reviews the carrying amounts of its mineral properties, plant and equipment at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. This review is generally performed on a property-by-property basis with each property representing a CGU.

On October 19, 2022, the Company released a Feasibility Study for Los Filos with an effective date of June 30, 2022, which considered continued development of the Bermejal underground deposit and the construction of a carbon-in-leach processing plant that would extend Los Filos’ mine life. As the net present value of the Feasibility Study was less than the carrying value of the Los Filos CGU, management concluded that the difference was an indicator of impairment. As a result, the Company determined the recoverable amount of the Los Filos CGU as at September 30, 2022. The recoverable amount, being its FVLCOD, was calculated based on a discounted cash flow model for mineral reserves using a discount rate of 7.5% and an in-situ value for unmodelled mineral resources (Level 3 fair value). Significant assumptions used in the determination of the recoverable amount included future metal prices, production based on current estimates of mineral reserves, future operating and capital expenditures, discount rate, and the in-situ value for unmodelled mineral resources based on comparable market transactions. The discounted cash flow model used long-term gold and silver prices of $1,650 per ounce and $21.50 per ounce, respectively.

The Company determined that the recoverable amount of the Los Filos CGU at September 30, 2022 was more than the carrying amount and that no impairment loss was required to be recognized.

(d)Royalty arrangements

Certain of the Company’s mineral properties are subject to royalty arrangements based on their NSRs, gross revenues and other measures. At December 31, 2022, the Company’s significant royalty arrangements were as follows:

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

39

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

10.    INVESTMENTS IN ASSOCIATES

Details of the Company’s investments in associates as at December 31, 2022 and 2021 are as follows:

Associate	Principal Activity	Principal Place of Business	Ownership Interest (%)
			2022	2021
i-80 Gold(1)	Production	USA	25.3	25.5
Sandbox(2)	Royalties	Americas and Europe	34.4	—

(1)At December 31, 2022, the quoted fair value of the Company’s investment in i-80 Gold was $169.9 million (2021 – $148.6 million) based on the quoted market price of the underlying shares of C$3.78 per share (2021 – C$3.09), which is a Level 1 fair value measurement.

(2)At December 31, 2022, there is no quoted fair value for the Company’s investment in Sandbox as Sandbox is not publicly listed.

The following table summarizes the changes in the carrying amounts of the Company’s investments in associates during the years ended December 31, 2022 and 2021:

	i-80 Gold(a)		Sandbox(b)		Solaris		Total
Balance – December 31, 2020	$	—	$	—	$	22,287	$	22,287
Acquired in Premier Acquisition (note 5(c))	79,001		—		—		79,001
Additional shares acquired	40,111		—		—		40,111
Dilution gain	2,067		—		—		2,067
Share of net income (loss)	4,134		—		(3,399)		735
Sale of partial interest (note 5(f))	—		—		(7,318)		(7,318)
Reclassification of retained interest (note 5(f))	—		—		(11,570)		(11,570)
Balance – December 31, 2021	125,313		—		—		125,313
Received as consideration in Sandbox Transaction (note 5(b))	—		28,356		—		28,356
Additional shares acquired	—		3,343		—		3,343
Share of net loss	(5,446)		(732)		—		(6,178)
Balance – December 31, 2022	$	119,867	$	30,967	$	—	$	150,834

(a)i-80 Gold

In connection with the Premier Acquisition (note 5(c)) in 2021, the Company acquired 41,287,362 shares in i-80 Gold, a US-focused gold production and development company, representing a 30% interest in i-80 Gold.

On April 7, 2021, the Company participated in the i-80 Gold private placement financing, purchasing 9,274,384 units at a price of C$2.60 per unit, for a total investment of $19.2 million. Each unit comprised one common share of i-80 Gold and one quarter of one common share purchase warrant. Each whole warrant (“i-80 Gold Warrant”) entitled the Company to acquire one common share of i-80 Gold at a price of C$3.64 until September 18, 2022. Of the $19.2 million investment, the Company allocated $18.4 million to the shares and $0.8 million to the warrants (note 14(a)(iii)).

In March 2021, the Company advanced $20.7 million to i-80 Gold as a loan. The loan was settled in exchange for the shares and warrants received on April 7, 2021 in the private placement financing and a repayment by i-80 Gold of the remaining $1.5 million.

On May 27, 2021 and December 9, 2021, the Company exercised its anti-dilution right under the support agreement dated April 7, 2021 between the Company and i-80 Gold and subscribed for 5,479,536 common shares of i-80 Gold at C$2.60 per common share and 4,800,000 common shares of i-80 Gold at C$2.62 per common share, respectively, for a total investment of$21.7 million.

40

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

10.    INVESTMENTS IN ASSOCIATES (CONTINUED)

(b)Sandbox

As consideration for the assets sold to Sandbox (note 5(b)) in 2022, the Company received 51,933,661 common shares of Sandbox, representing a 35% interest in Sandbox, with a total fair value of $28.4 million. Sandbox is a mining royalty corporation with royalty assets primarily located in the Americas and Europe. In connection with the Sandbox Transaction, the Company participated in Sandbox’s private placement financing, purchasing 6,155,912 common shares for a total consideration of $3.3 million.

Summarized financial information in respect of the Company’s associates as at and for the year ended December 31, 2022 and 2021 is set out below. The summarized financial information for i-80 Gold and Sandbox is based on amounts included in the most recent available consolidated financial statements prepared in accordance with IFRS as of September 30, 2022 and 2021, respectively, for i-80 Gold and September 30, 2022 for Sandbox, and for adjustments made by the Company in applying the equity method, including fair value adjustments on acquisition of interests in the associates. In addition, the summarized financial information for i-80 Gold includes adjustments made by the Company for material transactions during the three months ended December 31, 2021.

	i-80 Gold				Sandbox
At December 31	2022		2021		2022
Cash and cash equivalents	$	75,987	$	51,627	$	3,811
Other current assets	34,555		55,606		2,804
Non-current assets	567,403		131,426		71,993
Total assets	677,945		238,659		78,608
Current liabilities	48,837		12,956		86
Non-current liabilities	232,455		18,493		15,975
Total liabilities	281,292		31,449		16,061
Net assets (100%)	396,653		207,210		62,547
Equinox Gold’s share of net assets	100,319		52,814		21,528
Adjustments to Equinox Gold’s share of net assets	19,548		72,499		9,439
Carrying amount	$	119,867	$	125,313	$	30,967

	i-80 Gold				Sandbox
Years ended December 31	2022		2021		2022
Revenue	$	25,311	$	—	$	532
Operating expense	(75,517)		(19,574)		(640)
Loss from operations	(50,206)		(19,574)		(108)
Other income (expense)	10,752		(5,332)		(788)
Income tax recovery (expense)	17,920		(200)		(1,232)
Net loss from continuing operations (100%)	(21,534)		(25,106)		(2,128)
Net income from discontinued operations (100%)	49		11,554		—
Net loss and total comprehensive loss (100%)	$	(21,485)	$	(13,552)	$	(2,128)
Equinox Gold’s share of net loss and total comprehensive loss	$	(5,446)	(3,454)		$	(732)
Adjustments to Equinox Gold’s share of net loss and total comprehensive loss	—		7,588		—
Equinox Gold’s total share of net (loss) income and total comprehensive (loss) income	$	(5,446)	$	4,134	$	(732)

41

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

11.    OTHER NON-CURRENT ASSETS

	December 31, 2022		December 31, 2021
Receivables from asset sales, net of loss allowance(a)(b)	$	20,965	$	10,321
VAT receivables (note 7)	18,800		8,845
Investment in PGI(c)	2,294		2,294
Derivative assets(b) (note 14(a))	525		218
Other	4,733		3,935
	$	47,317	$	25,613

(a)Receivable from Bear Creek

In connection with the sale of Mercedes (note 5(a)), the Company has a promissory note receivable from Bear Creek for the Deferred Payment. On October 26, 2022, the Company and Bear Creek amended the terms of the Deferred Payment to, amongst other things, extend the maturity date of the promissory note to October 21, 2024 (the “Bear Creek Note”).

The Bear Creek Note is subject to an annual interest rate of 15.0%, compounded annually. Monthly principal and interest payments will commence on February 1, 2023 equal to 50% of Bear Creek’s monthly free cash flows, calculated as consolidated revenue, less operating expenditures, capital expenditures, taxes paid, reclamation expenditures, metal stream obligations, scheduled debt service payments, and changes in consolidated working capital, subject to a minimum monthly repayment of $0.5 million. Any remaining outstanding principal and accrued interest will be due on maturity.

The amount owing under the Bear Creek Note is secured by a pledge of the shares and other equity interests in the Bear Creek holding companies that own Mercedes, the Corani silver-lead-zinc project and other major assets or projects acquired by Bear Creek or its subsidiaries in the future. Bear Creek may prepay, without penalty, any portion of the Bear Creek Note at any time before the maturity date.

On amendment, the Company recognized a modification gain of $1.9 million to reflect the adjusted amortized cost of the receivable. At December 31, 2022, the carrying amount of the Bear Creek Note was $25.3 million, of which $19.9 million is included in other non-current assets and $5.4 million is included in trade and other receivables.

(b)Receivable from PGI

In connection with the sale of Pilar (note 5(e)), the Company has a note receivable from PGI for the Third Installment. On November 30, 2021, the Company and PGI entered into an amending agreement (the “Amending Agreement”) that extended the Third Installment Maturity Date from November 30, 2021 to November 30, 2023.

The amount owing under the Third Installment is subject to an annual interest rate of 5%, compounded monthly, and secured by a pledge of all the issued and outstanding shares of the corporation that owns Pilar; credit rights, accounts, material contracts, equipment, machinery, inventory, gold production, real estate properties and mining concessions relating to Pilar; and a conditional assignment of mineral rights.

During the year ended December 31, 2021, the Company recognized an impairment loss of $7.5 million in respect of expected credit losses on the note receivable in other (expense) income. At December 31, 2022, the carrying amount of the Third Installment note receivable of $8.8 million was included in trade and other receivables (2021 – $7.6 million included in other non-current assets).

Pursuant to the Amending Agreement, PGI agreed to deliver to the Company four quarterly deliveries of 300 ounces of refined gold each, subject to adjustments based on the market price of gold, commencing on June 30, 2022. Effective November 18, 2022, the Company and PGI entered into a second amending agreement to defer the commencement date of the four quarterly gold deliveries to June 30, 2023. At December 31, 2022, the fair value of the gold deliveries was $1.2 million (2021 – $1.0 million), of which $0.8 million (2021 – $0.7 million) is included within current derivative assets.

(c)Investment in PGI

The Company has an equity interest in PGI (note 5(e)) which is classified as a financial asset measured at FVOCI with changes in fair value recognized in OCI. During the year ended December 31, 2022, the Company recognized a loss of nil (2021 – $2.5 million) in OCI on remeasurement of the fair value of the equity securities.

42

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

12.    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31, 2022		December 31, 2021
Trade payables	$	122,508	$	109,297
Accrued liabilities	103,520		75,201
Income taxes payable	9,379		5,611
VAT and other taxes payable	4,401		7
	$	239,808	$	190,116

13.    LOANS AND BORROWINGS

	December 31, 2022		December 31, 2021
Credit Facility(a)	$	560,788	$	279,621
2020 Convertible Notes(b)	132,196		129,320
2019 Convertible Notes(b)	135,040		131,741
Total loans and borrowings	$	828,024	$	540,682

The following is a reconciliation of the changes in the Company’s loans and borrowings balance during the years ended December 31, 2022 and 2021 to cash flows arising from financing activities:

	2022		2021
Balance – beginning of year	$	540,682	$	545,417
Financing cash flows:
Draw down on Credit Facility	299,800		—
Repayment of loans and borrowings	(13,333)		(30,983)
Interest paid	(33,590)		(22,112)
Transaction costs	(3,024)		—
Other changes:
Debt assumed in Premier Acquisition (note 5(c))	—		17,649
Interest expense	42,447		30,711
Gain on modification of Credit Facility	(4,958)		—
Balance – end of year	$	828,024	$	540,682
Classified and presented as:
Current	$	—	$	26,667
Non-current	828,024		514,015
	$	828,024	$	540,682

(a)Credit Facility

Prior to July 28, 2022, the Company had a credit facility that comprised a $400 million revolving facility (the “Revolving Facility”) with a maturity date of March 8, 2024 and a $100 million non-revolving term loan (the “Term Loan”) with a maturity date of March 10, 2025 with a syndicate of lenders led by The Bank of Nova Scotia (collectively, the “Credit Facility”). The Term Loan was subject to quarterly repayments equal to 6.67% of the principal beginning September 30, 2021 through to maturity.

On July 28, 2022, the Company amended its Credit Facility, increasing the Revolving Facility size from $400 million to $700 million and extending the maturity date from March 8, 2024 to July 28, 2026. The amended Credit Facility also provides for an uncommitted accordion feature which permits the Company to request an increase in the principal amount of the facility by up to $100 million. In addition, within 60 days prior to the anniversary date of the Credit Facility, the Company may request an extension of the maturity date by up to one year, subject to approval by a majority of the lenders. Upon closing of the amended Credit Facility, the Company rolled the outstanding principal balance of $73.3 million under the Term Loan into the Revolving Facility.

43

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

13.    LOANS AND BORROWINGS (CONTINUED)

(a)Credit Facility (continued)

Amounts drawn under the Revolving Facility are subject to variable interest rates at the applicable term rate based on SOFR plus an applicable margin of 2.25% to 3.50%, based on the Company’s total net leverage ratio, and a credit spread adjustment of 0.10% to 0.25%, based on the interest period.

On amendment, the Company recognized a modification gain of $5.0 million to reflect the adjusted amortized cost of the Credit Facility, calculated as the present value of the modified contractual cash flows discounted using the original weighted average effective interest rate, net of additional transaction costs incurred on modification of $3.0 million.

During the year ended December 31, 2022, the Company drew down $299.8 million on its Revolving Facility (2021 – nil). On December 31, 2022, there was $127.2 million undrawn on the Revolving Facility.

The Revolving Facility is secured by a first-ranking security interest over all present and future property and assets of the Company and its material subsidiaries, and the Company’s present and future equity interests in Greenstone. The Revolving Facility is subject to standard conditions and covenants, including maintenance of debt service coverage ratio, leverage ratio, minimum tangible net worth of $550 million and minimum liquidity of $50 million. At December 31, 2022, the Company was in compliance with these covenants.

(b)Convertible Notes

In April 2019, the Company issued $139.7 million in convertible notes to Mubadala Investment Company (“Mubadala”) and Pacific Road Resources Funds (“Pacific Road”) (the “2019 Convertible Notes”). The 2019 Convertible Notes mature on April 12, 2024, bear interest at a fixed rate of 5% per year payable quarterly in arrears and are convertible at the holder’s option into common shares of the Company at a fixed conversion price of $5.25 per share. The 2019 Convertible Notes issued to Pacific Road with an aggregate principal amount of $9.7 million were assigned to Verition Advisors (Canada) ULC in November 2022.

In March 2020, the Company issued $139.3 million in convertible notes to Mubadala and Pacific Road (the “2020 Convertible Notes”). The 2020 Convertible Notes mature on March 10, 2025, bear interest at a fixed rate of 4.75% per year payable quarterly in arrears and are convertible at the holder’s option into common shares of the Company at a fixed conversion price of $7.80 per share.

The carrying amounts of the 2019 and 2020 Convertible Notes represent the debt component of the Convertible Notes, net of transaction costs, which will be accreted to the principal amounts over their respective terms using an effective interest rate of 7.5% and 7.3%, respectively.

Holders of the 2019 and 2020 Convertible Notes may exercise their conversion option at any time, provided that the holder owns less than 20% of the outstanding common shares of the Company. The Company has call options that are currently exercisable in relation to the 2019 Convertible Notes and exercisable on or after March 10, 2023 in relation to the 2020 Convertible Notes, if the 90-day volume weighted average trading price of the Company’s common shares exceeds $6.83 and $10.14, respectively, for a period of 30 consecutive days. Upon exercise of the option by the Company, the holders are required to either (i) exercise the conversion option on the remaining principal outstanding or (ii) demand cash payment from the Company subject to a predetermined formula based on the respective conversion price per share and the Company’s share price at the time of redemption.

The 2019 and 2020 Convertible Notes are secured by a second ranking security interest over all present and future assets of the Company and its material subsidiaries, and the Company’s present and future equity interests in Greenstone, and are subordinate to the Credit Facility. The 2019 and 2020 Convertible Notes are subject to standard conditions and covenants, including maintenance of certain debt to earnings ratios. At December 31, 2022, the Company was in compliance with these covenants.

44

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

14.    DERIVATIVE FINANCIAL INSTRUMENTS

(a)Derivative assets

The following is a summary of the Company’s derivative assets measured at FVTPL as at December 31, 2022 and 2021:

	2022		2021
Solaris Warrants(i)	$	29,154	$	122,919
Gold deliveries (note 11(b))	1,157		952
Foreign exchange contracts(ii)	6,432		—
i-80 Gold Warrants(iii)	—		581
	$	36,743	$	124,452
Classified and presented as:
Current	$	36,218	$	124,234
Non-current(1)	525		218
	$	36,743	$	124,452

(1)    Included in other non-current assets.

(i)Solaris Warrants

The following table summarizes the changes in the Solaris Warrants outstanding during the years ended December 31, 2022 and 2021:

	Number of warrants	Weighted average exercise price (C$)
Outstanding – December 31, 2020	—	$	—
Reclassification of investment in Solaris (note 5(f))	10,218,750	1.74
Outstanding – December 31, 2021	10,218,750	1.74
Exercised	(2,718,750)	3.24
Outstanding – December 31, 2022	7,500,000	$	1.20

During the year ended December 31, 2022, the Company exercised 2,718,750 warrants to purchase 2,718,750 common shares of Solaris at a weighted average exercise price of C$3.24 per share. The total investment of $15.9 million, which includes the fair value of the warrants of $9.2 million derecognized on exercise, was recognized as marketable securities measured at FVOCI.

At December 31, 2022, the Company held 7.5 million warrants that are each exercisable into one common share of Solaris at an exercise price of C$1.20 until May 2023.

The following table summarizes the changes in the carrying amounts of the outstanding Solaris Warrants during the years ended December 31, 2022 and 2021:

	2022		2021
Balance – beginning of year	$	122,919	$	—
Exercised	(9,161)		—
Reclassification of investment in Solaris	—		61,671
Change in fair value	(84,604)		61,248
Balance – end of year	$	29,154	$	122,919

45

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

14.    DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

(a)Derivative assets (continued)

(i)Solaris Warrants (continued)

The fair values of the Solaris Warrants at December 31, 2022 and 2021 were determined using the Black Scholes option pricing model with the following weighted average assumptions:

	2022		2021
Risk-free rate	4.37	%	0.78	%
Expected life	0.41 years		1.0 year
Expected volatility	66.7	%	62.8	%
Expected dividend	0.0	%	0.0	%
Exercise price (C$)	$1.20		$1.74
Share price (C$)	$6.44		$16.94

(ii)Foreign exchange contracts

The Company has implemented a foreign currency exchange risk management program to reduce its exposure to fluctuations in the value of the Brazilian Réal (“BRL”), the Mexican Peso (“MXN”) and CAD. At December 31, 2022, the Company had in place USD:BRL, USD:MXN and USD:CAD put and call options with the following notional amounts, weighted average rates and maturity dates:

	USD notional amount				Call options’ weighted average strike price	Put options’ weighted average strike price
Currency	Within 1 year		1-2 years
BRL	$	175,039	$	48,500	5.27	6.26
MXN	94,000		7,000		20.34	23.67
CAD(1)	88,834		16,787		1.30	1.37

(1)    USD notional amount calculated as the CAD notional amount translated using the spot exchange rate at December 31, 2022.

At December 31, 2022, the Company also had in place forward contracts to purchase CAD at a USD:CAD fixed foreign exchange rate of 1.36 for a USD notional amount of $1.5 million per month to August 2023.

The foreign exchange contracts have not been designated as hedges and are measured at fair value, determined based on forward foreign exchange rates, at the end of each reporting period with changes in fair value recognized in other income or expense.

The following table summarizes the changes in the carrying amounts of the outstanding foreign exchange contracts during the years ended December 31, 2022 and 2021:

	2022		2021
Balance – beginning of year	$	(12,061)	$	(12,507)
Settlements	(1,158)		4,856
Change in fair value	17,921		(4,410)
Balance – end of year	$	4,702	$	(12,061)

46

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

14.    DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

(a)Derivative assets (continued)

(ii)Foreign exchange contracts (continued)

The fair value of the outstanding foreign exchange contracts at December 31, 2022 was a net asset of $4.7 million (2021 – net liability of $12.1 million) which was presented as follows:

	2022		2021
Net asset (liability) presented as:
Current derivative assets	$	6,306	$	—
Non-current derivative assets	126		—
Current derivative liabilities	(1,204)		(11,489)
Non-current derivative liabilities	(526)		(572)
	$	4,702	$	(12,061)

(iii)i-80 Gold Warrants

On April 7, 2021, the Company acquired 2,318,596 i-80 Gold Warrants as part of the i-80 gold private placement financing (note 10(a)). The warrants were each exercisable into one common share of i-80 Gold at an exercise price of C$3.64 per share until September 18, 2022. On September 18, 2022, all of the i-80 Gold Warrants expired unexercised.

During the year ended December 31, 2022, the Company recognized a loss of $0.6 million (2021 – $0.2 million) on revaluation of the i-80 Gold Warrants in other (expense) income.

(b)Derivative liabilities

The following is a summary of the Company’s derivative liabilities at December 31, 2022 and 2021:

	2022		2021
Foreign exchange contracts (note 14(a)(ii))	$	1,730	$	12,061
Equinox Gold warrant liability(i)	695		5,177
Contingent consideration – Greenstone(ii)	8,280		6,586
Solaris warrant liability(iii)	—		27,697
Gold collar and forward contracts(iv)	—		33,336
	$	10,705	$	84,857
Classified and presented as:
Current	$	1,899	$	77,699
Non-current	8,806		7,158
	$	10,705	$	84,857

(i)Equinox Gold warrant liability

As the exercise price of the Company’s share purchase warrants is denominated in CAD, the Company will receive a variable amount of cash in terms of the Company’s US dollar functional currency upon exercise of the warrants by the holders. Accordingly, the warrants are accounted for as derivative financial liabilities measured at FVTPL with changes in fair value recognized in net income or loss.

At December 31, 2022, the Company had 602,353 share purchase warrants outstanding, with each warrant exercisable into one common share of Equinox Gold and one-quarter of a common share of Solaris at an exercise price of C$5.30 until May 2023. Equinox Gold will receive nine-tenths of the proceeds from the exercise of the warrants, with the remaining proceeds paid to Solaris.

47

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

14.    DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

(b)Derivative liabilities (continued)

(i)Equinox Gold warrant liability (continued)

The following table summarizes the changes in the Company’s share purchase warrants outstanding during the years ended December 31, 2022 and 2021:

	Number of warrants	Weighted average exercise price (C$)
Outstanding – December 31, 2020	19,025,158	$	14.00
Issued in Premier Acquisition (note 5(c))	393,400	10.42
Exercised	(1,361,549)	8.42
Expired	(16,387,492)	14.92
Outstanding – December 31, 2021	1,669,517	8.69
Exercised	(405,164)	10.27
Expired	(662,000)	10.81
Outstanding – December 31, 2022	602,353	$	5.30

The changes in the carrying amounts of the Company’s outstanding share purchase warrants during the years ended December 31, 2022 and 2021 were as follows:

	2022		2021
Balance – beginning of year	$	5,177	$	50,666
Issued in Premier Acquisition (note 5(c))	—		505
Exercised	(603)		(4,100)
Change in fair value	(3,879)		(41,894)
Balance – end of year	$	695	$	5,177

The fair values of the Company’s outstanding share purchase warrants at December 31, 2022 and 2021 were determined using the Black-Scholes option pricing model with the following weighted average inputs:

	2022		2021
Risk-free rate	4.21	%	0.34	%
Expected life	0.35 years		0.61 years
Expected volatility	84.4	%	46.8	%
Expected dividend	0.0	%	0.0	%
Exercise price (C$)	$5.30		$8.69
Share price (C$)	$6.04		$11.60

(ii)Contingent consideration – Greenstone

As part of the consideration for the Company’s acquisition of an additional 10% interest in Greenstone in April 2021 (note 5(d)), the Company assumed contingent payment obligations. The obligation to deliver approximately 2,200 ounces of refined gold, the cash equivalent value of such refined gold, or a combination thereof, after each production milestone of 250,000 ounces, 500,000 ounces and 700,000 ounces from Greenstone has been accounted for as a derivative financial liability measured at FVTPL. The fair value of the contingent consideration is determined based on the net present value of the projected cash outflows associated with the contingent payments at the milestone dates using a market-based discount rate that reflects the risk associated with the delivery of the contingent consideration.

At December 31, 2022, the fair value of the derivative liability, included in non-current derivative liabilities, was $8.3 million (2021 – $6.6 million). During the year ended December 31, 2022, the Company recognized a loss of $1.7 million (2021 – $0.9 million) on revaluation of the derivative liability in other (expense) income. 

48

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

14.    DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

(b)Derivative liabilities (continued)

(iii)Solaris warrant liability

In connection with the sale of the Company’s partial interest in Solaris, the Company granted five million share purchase warrants to the buyer (note 5(f)), with each warrant exercisable into one common share of Solaris held by the Company at a price of C$10.00 per share until April 28, 2022. The warrants were accounted for as current derivative financial liabilities measured at FVTPL.

On April 20, 2022, all the outstanding warrants were exercised. The Company received $40.1 million (C$50 million) on exercise of the warrants and derecognized the carrying amounts of the marketable securities and Solaris warrant liability of $56.4 million and $16.3 million, respectively. In addition, the Company transferred the cumulative gain of $15.8 million, net of tax of $2.5 million, on the marketable securities from AOCI to retained earnings.

The following table summarizes the changes in the carrying amounts of the Company’s Solaris warrant liability during the years ended December 31, 2022 and 2021:

	2022		2021
Balance – beginning of year	$	27,697	$	—
Issued in connection with sale of partial interest in Solaris (note 5(f))	—		9,107
Change in fair value	(11,384)		18,590
Exercised	(16,313)		—
Balance – end of year	$	—	$	27,697

(iv)Gold collar and forward contracts

As part of the Company’s acquisition of Leagold Mining Corporation in March 2020 (the “Leagold Acquisition”), the Company assumed gold collar contracts with put and call strike prices of $1,325 and $1,425 per ounce, respectively, for 3,750 ounces per month to September 2022. The Company also assumed forward contracts with an average fixed gold price of $1,350 per ounce for 4,583 ounces per month to September 2022. At December 31, 2022, the Company had no ounces remaining to be delivered under its gold collar and forward contracts.

The gold collar and forward contracts were not designated as hedges and were measured at fair value, determined based on forward gold prices, at the end of each reporting period with changes in fair value recognized in other income or expense.

The following table summarizes the changes in the carrying amounts of the outstanding gold collar and forward contracts during the years ended December 31, 2022 and 2021:

	2022		2021
Balance – beginning of year	$	33,336	$	91,393
Change in fair value	(341)		(16,605)
Settlements	(32,995)		(41,452)
Balance – end of year	$	—	$	33,336

On January 31, 2023, the Company entered into gold collar contracts with a put strike price of $1,900 per ounce and an average call strike price of $2,065 per ounce, for 10,644 ounces per month beginning February 2023 to March 2024. These contracts will be accounted for as derivatives measured at fair value, based on forward gold prices, at the end of each reporting period, with changes in fair value recognized in other income or expense.

49

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

15.    RECLAMATION AND CLOSURE COST PROVISIONS

	USA		Mexico		Brazil		Canada		Total
Balance – December 31, 2020	$	27,111	$	49,642	$	44,038	$	—	$	120,791
Assumed in Premier Acquisition (note 5(c))	—		11,850		—		1,631		13,481
Disposals	—		—		(7,895)		—		(7,895)
Accretion	362		3,715		2,434		24		6,535
Change in estimates	1,001		(18,943)		410		924		(16,608)
Reclamation expenditures	—		(277)		(409)		—		(686)
Reclassified to assets held for sale (note 5(a))	—		(11,863)		—		—		(11,863)
Foreign exchange gain	—		(2,221)		(2,372)		(14)		(4,607)
Balance – December 31, 2021	28,474		31,903		36,206		2,565		99,148
Disposals	—		332		—		—		332
Accretion	699		2,869		1,967		83		5,618
Change in estimates	(1,442)		(5,200)		(4,298)		3,451		(7,489)
Reclamation expenditures	—		(442)		(1,809)		—		(2,251)
Foreign exchange loss (gain)	—		1,931		1,809		(259)		3,481
Foreign currency translation	—		—		—		(123)		(123)
Balance – December 31, 2022	$	27,731	$	31,393	$	33,875	$	5,717	$	98,716
At December 31							2022		2021
Classified and presented as:
Current(1)							$	3,202	$	3,583
Non-current							95,514		95,565
Total reclamation and closure cost provisions							$	98,716	$	99,148

(1)    Included in other current liabilities.

The Company’s environmental permits require it to reclaim any land disturbed during mine development, construction and operations. The majority of these reclamation costs are expected to be incurred subsequent to the end of the operation to which they relate. The Company’s provisions for reclamation and closure costs represent management’s best estimate of the future reclamation and mine closure activities based on the level of known disturbance at the reporting date, known legal requirements and internal and external cost estimates.

The Company’s reclamation and closure cost provisions at December 31, 2022 were calculated as the present value of the expected future cash flows estimated using inflation rates of 2.0% to 5.5% (2021 – 2.0% to 3.5%) and discount rates of 2.9% to 11.7% (2021 – 1.3% to 8.7%) depending on the region in which the costs will be incurred. At December 31, 2022, the total undiscounted expected future cash flows of the Company’s reclamation and closure cost provisions were $186.6 million (2021 – $182.7 million).

The Company is required to post security for reclamation and closure costs relating to Mesquite and Greenstone. At December 31, 2022, the Company has met its security requirements in the form of bonds posted through surety underwriters totaling $27.7 million (2021 – $27.7 million) for Mesquite and $9.4 million (2021 - nil) for Greenstone.

50

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

16.    OTHER NON-CURRENT LIABILITIES

	December 31, 2022		December 31, 2021
Provision for legal matters (note 33(a))	$	9,197	$	11,647
Lease liabilities (note 17(b))	14,079		26,943
Cash-settled share-based payments (note 18(c)(i),(ii))	1,479		1,362
Other liabilities(a)	13,772		10,562
	$	38,527	$	50,514

(a)Equipment financing arrangement

On December 7, 2022, Greenstone entered into a financing arrangement with a lender whereby the lender agrees to finance 90% of the cost of new mobile equipment purchased by Greenstone from certain dealers approved by the lender (the “Facility”). The Facility provides Greenstone with financing for up to $100 million of total qualifying equipment purchases for use in the construction and development of the Greenstone project and expires on December 31, 2024. Amounts drawn are subject to fixed interest rates determined at the time of draw based on the current U.S. treasury rate, the applicable spread based on the Bloomberg U.S. Index and a margin of 3.75%. Amounts owing under the arrangement are payable quarterly over a period of six years from the date funds are received by Greenstone for each equipment purchase. Upon receipt of funds, Greenstone is required to pay the lender a refundable security deposit, equal to 10% of the cost of the applicable equipment purchase, which will be refunded by the lender 12 months after Greenstone is operating at levels as intended by management. Greenstone has no obligation to utilize any amount of the Facility.

At December 31, 2022, the carrying amount of the Company’s share of amounts outstanding under the Facility, measured at amortized cost, was $9.6 million, of which $1.1 million is included in other current liabilities and $8.5 million is included in other non-current liabilities. The carrying amount represents the Company’s share of the present value of the contractual cash flows, net of $1.0 million of deferred financing costs.

17.    LEASES

(a)Right-of-use assets

The Company’s right-of-use assets mainly relate to leased mobile mining equipmentand are included in plant and equipment within mineral properties, plant and equipment (note 9). The following table presents the changes in the carrying amount of the Company’s right-of-use assets during the years ended December 31, 2022 and 2021:

	2022		2021
Balance – beginning of year	$	52,707	$	16,969
Additions	12,599		51,644
Depreciation	(15,706)		(15,906)
Balance – end of year	$	49,600	$	52,707

51

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

17.    LEASES (CONTINUED)

(b)Lease liabilities

The following is a reconciliation of the changes in the Company’s lease liabilities balance to cash flows arising from financing activities during the years ended December 31, 2022 and 2021:

	2022		2021
Balance – beginning of year	$	45,097	$	18,884
Financing cash flows:
Lease payments	(23,849)		(24,309)
Other changes:
Additions	12,599		48,687
Interest expense	1,907		2,115
Foreign exchange gain	(40)		(280)
Foreign currency translation	(214)		—
Balance – end of year	$	35,500	$	45,097
Classified and presented as:
Current(1)	$	21,421	$	18,154
Non-current(2)	14,079		26,943
	$	35,500	$	45,097

(1)    Included in other current liabilities.

(2)    Included in other non-current liabilities.

In February 2021, the Company entered into a three-year lease agreement for the use of mining equipment to replace part of the Company’s mining fleet at Mesquite. The equipment was delivered between February and May 2021 and the Company recognized total additions of $39.8 million to right-of-use assets with a corresponding increase to lease liabilities. Under the terms of the agreement, the Company makes quarterly fixed payments over the lease term.

(c)Additional amounts recognized in the consolidated statements of (loss) income and cash flows

In addition to the amounts disclosed in notes 17(a) and 17(b), the Company recognized the following amounts in the consolidated statements of (loss) income and cash flows relating to leases during the years ended December 31, 2022 and 2021:

	2022		2021
Expense and cash flow relating to variable lease payments not included in the measurement of lease liabilities	$	48,122	$	24,203
Expense and cash flow relating to short-term and low-value leases	7,973		9,413

18.    SHARE CAPITAL AND SHARE-BASED PAYMENTS

(a)Authorized capital

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

(b)Share issuances

On November 21, 2022, the Company filed a short form base shelf prospectus that qualifies the distribution of up to $500 million of the Company’s securities comprising any combination of common shares, debt securities, subscription receipts, share purchase contracts, units or warrants in one or more issuances over a period of 25 months in Canada and the United States, at prices and on terms to be determined based on market conditions at the time of sale.

52

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

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

(b)Share issuances (continued)

On November 21, 2022, the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may, at its discretion and from time-to-time, sell common shares of the Company for aggregate gross proceeds of up to $100 million (the “Offered Shares”). Concurrently, the Company entered into an equity distribution agreement providing for an at-the-market equity offering program (the “ATM Program”) with BMO Nesbitt Burns Inc. and National Bank Financial Inc. and their respective affiliates (collectively, the “Agents”) (the “Equity Distribution Agreement”), pursuant to which the Company may sell the Offered Shares through or to the Agents. The ATM Program is effective until December 21, 2024 unless terminated earlier by the Company in accordance with the Equity Distribution Agreement.

For the period from November 21, 2022 to December 31, 2022, the Company issued 2,281,402 common shares under the ATM Program at a weighted average share price of $3.50 per common share for total gross proceeds of $8.0 million. Transaction costs incurred of $0.8 million are presented as a reduction to share capital.

In January 2023, the Company issued 4,369,615 common shares under the ATM Program at a weighted average share price of $3.88 per common share for total gross proceeds of $16.9 million.

In April 2021, the Company completed a non-brokered private placement of 7,500,000 common shares at a price of C$10.00 per share for gross proceeds of $59.6 million (C$75.0 million), of which $32.1 million (C$40.4 million) of common shares were issued to the Company’s executives and directors.

In addition to the common shares issued under the ATM Program and private placement, the Company issued 3.8 million common shares on exercise of warrants and stock options and settlement of RSUs and pRSUs during the year ended December 31, 2022 (2021 – 4.1 million on exercise of warrants and stock options and settlement of RSUs and pRSUs and 47.4 million as consideration for the Premier Acquisition) (notes 14(b)(i), 18(c) and 5(c)).

(c)Share-based compensation plans

(i)Restricted share units

Under the terms of the Equinox Gold Restricted Share Unit Plan (the “RSU Plan”), the Board of Directors may, from time to time, grant to directors, officers, employees, and consultants, RSUs and pRSUs in such numbers and for such terms as may be determined by the Board of Directors.

Equity-settled RSUs and pRSUs

Equity-settled RSUs are settled in the Company’s common shares after the vesting conditions are met, which is generally within two or three years of the date of grant.

The number of awards vested under equity-settled pRSUs are subject to a multiplier of 0% to 300% of the number of pRSUs granted based on the achievement of specified non-market conditions, including gold production targets, or market conditions, including the Company’s total shareholder return as compared to the S&P Global Gold Index or the VanEck Vectors Junior Gold Miners ETF Index over a three-year comparison period. Share-based compensation expense related to pRSUs with non-market performance conditions is recognized over the expected vesting period with the cumulative amount recognized adjusted at the end of each reporting period to reflect the change, if any, in the number of pRSUs expected to vest and the expected vesting period based on expected performance. Share-based compensation expense related to pRSUs that vest based on market conditions is recognized over the three-year vesting period based on the grant date fair value of the award.

53

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

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

(c)Share-based compensation plans (continued)

(i)Restricted share units (continued)

Equity-settled RSUs and pRSUs (continued)

The following table summarizes the changes in the Company’s equity-settled RSUs and pRSUs outstanding during the years ended December 31, 2022 and 2021:

	Number of RSUs	Number of pRSUs
Outstanding – December 31, 2020	709,706	1,145,300
Granted	603,607	421,155
Settled	(428,065)	(295,200)
Forfeited	(41,936)	(1,100)
Outstanding – December 31, 2021	843,312	1,270,155
Granted	708,446	464,100
Settled	(381,950)	(568,653)
Forfeited	(188,550)	(225,800)
Outstanding – December 31, 2022	981,258	939,802

During the year ended December 31, 2022, the Company granted 0.7 million equity-settled RSUs (2021 – 0.6 million) and 0.5 million pRSUs (2021 – 0.4 million) to directors, officers and employees. The weighted average grant date fair value of the RSUs and pRSUs granted during the year ended December 31, 2022 was $6.23 (2021 – $9.26).

During the year ended December 31, 2022, the Company settled 0.6 million of pRSUs that were subject to a weighted average multiplier of2.6 (2021 – 0.3 million subject to a weighted average multiplier of 1.6).

Cash-settled RSUs and pRSUs

Under the terms of the RSU Plan, certain RSUs and pRSUs granted to employees entitle the holder to a cash payment equal to the number of RSUs and pRSUs vested, multiplied by the quoted market value of the Company’s common shares on completion of the vesting period (the “cash-settled RSUs and cash-settled pRSUs”). The cash-settled RSUs granted generally vest over two or three years. The cash-settled pRSUs are subject to a multiplier of 0% to 200% based on the Company’s total shareholder return as compared to the S&P Global Gold Index over a three-year comparison period. The share-based compensation expense related to cash-settled RSUs and pRSUs is recognized over the two or three-year vesting period. The amount of share-based compensation expense is adjusted at the end of each reporting period to reflect the change in the quoted market price of the Company’s common shares and the number of RSUs and pRSUs expected to vest.

The following table summarizes the changes in the Company’s cash-settled RSUs and pRSUs outstanding during the years ended December 31, 2022 and 2021:

	Number of RSUs	Number of pRSUs
Outstanding – December 31, 2020	144,800	—
Granted	67,800	7,700
Settled	(105,350)	—
Outstanding – December 31, 2021	107,250	7,700
Granted	428,632	35,600
Settled	(69,850)	—
Forfeited	(102,350)	(20,100)
Outstanding – December 31, 2022	363,682	23,200

During the year ended December 31, 2022, the Company granted 0.5 million total cash-settled RSUs and pRSUs (2021 – 0.1 million) with a weighted average grant date fair value of $7.24 (2021 – $10.05).

54

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

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

(c)Share-based compensation plans (continued)

(i)Restricted share units (continued)

Cash-settled RSUs and pRSUs (continued)

The total fair value of cash-settled RSUs and pRSUs outstanding at December 31, 2022 was $0.8 million (2021 – $0.7 million), of which $0.2 million and $0.6 million (2021 – $0.5 million and $0.2 million) are included in other current liabilities and other non-current liabilities, respectively.

(ii)Deferred share units

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

The following table summarizes the changes in the Company’s DSUs outstanding during the years ended December 31, 2022 and 2021:

	Number of DSUs
Outstanding – December 31, 2020	125,437
Granted	51,046
Outstanding – December 31, 2021	176,483
Granted	112,086
Redeemed	(7,831)
Outstanding – December 31, 2022	280,738

The weighted average grant date fair value of DSUs granted during the year ended December 31, 2022 was $5.02 (2021 – $7.63).

The total fair value of DSUs outstanding as at December 31, 2022 was $0.9 million (2021 – $1.2 million) and is included in other non-current liabilities.

(iii)Stock options

The following table summarizes the changes in the Company’s stock options outstanding during the years ended December 31, 2022 and 2021:

	Number of options	Weighted average exercise price (C$)
Outstanding – December 31, 2020	2,919,070	$	5.99
Issued in Premier Acquisition (note 5(c))	2,813,747	7.27
Exercised	(1,833,661)	5.77
Expired/forfeited	(315,713)	15.04
Outstanding – December 31, 2021	3,583,443	7.14
Exercised	(1,502,063)	7.82
Expired/forfeited	(225,737)	8.83
Outstanding – December 31, 2022	1,855,643	$	6.42

55

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

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

(c)Share-based compensation plans (continued)

(iii)Stock options (continued)

The weighted average share price at the date of exercise of stock options during the year ended December 31, 2022 was $9.92 (2021 – $10.87).

The following table summarizes information about the Company’s outstanding and exercisable stock options at December 31, 2022:

	Options Outstanding				Options Exercisable
Range of exercise price (C$)	Number of options	Weighted average exercise price (C$)		Weighted average remaining contractual life (years)	Number of options	Weighted average exercise price (C$)
$1.89 - $6.00	1,415,825	$	4.99	1.69	1,415,825	$	4.99
$6.00 - $12.00	439,818	11.03		1.02	439,818	11.03
	1,855,643	$	6.42	1.53	1,855,643	$	6.42

(d)Share-based compensation

The following table summarizes the Company’s share-based compensation recognized during the years ended December 31, 2022 and 2021:

	2022		2021
RSUs and pRSUs	$	4,954	$	6,640
DSUs	(713)		(492)
Stock options	66		1,676
PSUs	—		(224)
Total share-based compensation	$	4,307	$	7,600
Recognized in the consolidated financial statements as follows:
Equity-settled
General and administration expense	$	3,674	$	6,773
Operating expense	54		927
Capitalized within construction-in-progress	741		273
Cash-settled
General and administration expense	(379)		(691)
Operating expense	217		290
Exploration expense	—		28
Total share-based compensation	$	4,307	$	7,600

56

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

19.    RESERVES

The following table summarizes the changes in the Company’s reserves during the years ended December 31, 2022 and 2021:

	Share-based compensation		Equity component of Convertible Notes		Other		Total
Balance – December 31, 2020	$	16,854	$	18,539	$	3,386	$	38,779
Options issued in Premier Acquisition (note 5(c))	8,155		—		—		8,155
Exercise of stock options and settlement of RSUs and pRSUs (note 18(b))	(7,869)		—		—		(7,869)
Share-based compensation (note 18(d))	7,973		—		—		7,973
Balance – December 31, 2021	25,113		18,539		3,386		47,038
Exercise of stock options and settlement of RSUs and pRSUs (note 18(b))	(9,887)		—		—		(9,887)
Share-based compensation (note 18(d))	4,469		—		—		4,469
Balance – December 31, 2022	$	19,695	$	18,539	$	3,386	$	41,620

20.    REVENUE

Revenue from contracts with customers during the years ended December 31, 2022 and 2021 disaggregated by metal were as follows:

	2022		2021
Gold	$	949,151	$	1,079,321
Silver	3,045		2,965
Total revenue	$	952,196	$	1,082,286

(a)Gold offtake arrangement

As part of the Leagold Acquisition, the Company assumed offtake arrangements that provide for gold offtake of 50% of the gold production from Los Filos and 35% of the gold production from the Fazenda, RDM, Pilar and Santa Luz mines at market prices, until a cumulative delivery of 1.1 million ounces and 0.7 million ounces, respectively, has been achieved. At December 31, 2022, the Company had delivered a total of 0.3 million ounces and 0.2 million ounces, respectively, under the terms of the offtake arrangements.

(b)Silver streaming arrangement

As part of the Leagold Acquisition, the Company assumed a silver streaming agreement under which the Company must sell a minimum of 5.0 million payable silver ounces produced by Los Filos from August 5, 2010 to the earlier of the termination of the agreement and October 15, 2029 at the lesser of $3.90 per ounce and the prevailing market price, subject to an inflationary adjustment. The contract price is revised each year on the anniversary date of the contract and was $4.60per ounce at December 31, 2022. At December 31, 2022, a total of 2.1 million ounces had been delivered under the terms of the streaming agreement. As the Company’s obligation under the silver stream agreement will be satisfied through the delivery of silver ounces produced by Los Filos, it was determined that the contract was entered into and continues to be held for the purpose of the delivery of a non-financial item in accordance with the Company’s expected sale or usage requirements, and accordingly is not accounted for as a financial instrument.

57

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

21.    OPERATING EXPENSE

Operating expense during the years ended December 31, 2022 and 2021 consists of the following expenses by nature:

	2022		2021
Raw materials and consumables	$	293,485	$	241,509
Salaries and employee benefits(1)	119,219		111,270
Contractors	164,413		135,235
Repairs and maintenance	52,614		50,260
Site administration	83,440		67,694
Royalties	21,428		28,615
	734,599		634,583
Change in inventories	(54,545)		20,221
Total operating expense	$	680,054	$	654,804

(1)    Total salaries and employee benefits, excluding share-based compensation, for the year ended December 31, 2022 including amounts recognized within care and maintenance expense, exploration expense and general and administrative expense was $141.1 million (2021 – $137.6 million).

22.    CARE AND MAINTENANCE EXPENSE

During the year ended December 31, 2022, the Company incurred total care and maintenance costs of $9.5 million (2021 – $15.3 million).

Care and maintenance expense for the year ended December 31, 2022 includes $8.7 million incurred at RDM mainly related to the temporary suspension of mining and plant operations in mid-May through early July due to a delay in receiving permits for the scheduled tailings storage facility raise.

Care and maintenance expense for the year ended December 31, 2021 includes $14.2 million incurred at Los Filos resulting from a delayed restart in the first quarter of 2021 following the community blockade from September 2020 to December 2020 and the temporary suspension of operations resulting from a community blockade in July 2021.

23.    GENERAL AND ADMINISTRATION EXPENSE

General and administration expense during the years ended December 31, 2022 and 2021 consists of the following expenses by nature:

	2022		2021
Salaries and benefits	$	18,371	$	19,761
Share-based compensation	3,295		6,082
Professional fees	13,974		15,696
Office and other expenses	10,010		9,809
Depreciation	1,032		1,242
Total general and administration expense	$	46,682	$	52,590

58

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

24.    OTHER (EXPENSE) INCOME

Other (expense) income during the years ended December 31, 2022 and 2021 consists of the following:

	2022		2021
Change in fair value of foreign exchange contracts (note 14(a)(ii))	$	17,921	$	(4,410)
Change in fair value of gold contracts (note 14(b)(iv))	341		16,605
Change in fair value of warrants (notes 14(a)(i), (a)(iii), (b)(i), (b)(iii))	(69,922)		85,790
Gain on modification of Credit Facility (note 13(a))	4,958		—
Loss on sale of Mercedes (note 5(a))	(7,006)		—
Gain on sale of assets to Sandbox (note (5(b))	8,507		—
Loss on disposals and write-downs of plant and equipment	(13,733)		(12,414)
Gain on bargain purchase of Premier (note 5(c))	—		81,432
Gain on sale of Pilar and partial interest in Solaris (notes 5(e), 5(f))	—		95,717
Gain on reclassification of investment in Solaris (note 5(f))	—		186,067
Foreign exchange (loss) gain	(7,809)		152
Other expense	(1,137)		(22,377)
Total other (expense) income	$	(67,880)	$	426,562

25.    INCOME TAXES

Income tax expense (recovery) during the years ended December 31, 2022 and 2021 differs from the amounts that would result from applying the combined Canadian federal and provincial income tax rate of 27% (2021 – 27%) to (loss) income before income taxes. These differences result from the following items:

	2022			2021
(Loss) income before income taxes	$	(98,407)		$	535,035
Combined Canadian federal and provincial income tax rate	27		%	27		%
Expected income tax (recovery) expense	(26,570)			144,459
Non-taxable income and non-deductible expenses	5,640			(52,405)
Impact of tax rate differences between jurisdictions	5,213			(31,941)
Tax effect of temporary differences for which no tax benefit has been recognized	33,505			(39,843)
Change in estimates of prior year	2,750			(2,981)
Change in fair value of derivative liabilities	8,392			(11,312)
Impact of US percentage depletion	—			(10,114)
Impact of Mexican inflation	(7,772)			(3,024)
Foreign exchange and other	(13,538)			(12,693)
Total income tax expense (recovery)	$	7,620		$	(19,854)
Comprising:
Current tax expense	$	23,515		$	25,163
Deferred tax recovery	(15,895)			(45,017)
	$	7,620		$	(19,854)

59

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

25.    INCOME TAXES (CONTINUED)

The significant components of the Company’s recognized deferred income tax assets and deferred income tax liabilities at December 31, 2022 and 2021 were as follows:

	2022		2021
Non-capital losses	$	49,821	$	62,419
Deductible temporary differences relating to:
Mineral properties, plant and equipment	19,085		75,259
Inventories	33,044		31,847
Reclamation and closure cost provisions	9,057		16,023
Mining tax	9,992		10,717
Accrued liabilities	12,399		10,650
Investments and loans and borrowings	6,366		11,701
Suspended interest deduction	4,176		4,604
Other	2,310		7,396
Total deferred income tax assets	$	146,250	$	230,616
Taxable temporary differences relating to:
Mineral properties, plant and equipment	$	(380,081)	$	(502,436)
Marketable securities	(1,033)		(30,227)
Derivatives	(6,590)		(7,174)
Intercompany loan	(8,823)		(6,898)
Other	(10,441)		(3,587)
Total deferred income tax liabilities	(406,968)		(550,322)
Net deferred income tax liability	$	(260,718)	$	(319,706)
Presented as:
Deferred income tax assets	$	—	$	10,576
Deferred income tax liabilities	(260,718)		(312,198)
Deferred income tax liabilities relating to assets held for sale (note 5(a))	—		(18,084)
	$	(260,718)	$	(319,706)

The movements in the Company’s net deferred income tax liability during the years ended December 31, 2022 and 2021 were as follows:

	2022		2021
Balance – beginning of year	$	(319,706)	$	(229,860)
Recognized in net (loss) income	15,895		45,017
Disposition of subs	18,084		—
Recognized in OCI	25,009		(12,932)
Assumed in Premier Acquisition (note 5(c))	—		(121,931)
Balance – end of year	$	(260,718)	$	(319,706)

In assessing whether to recognize deferred income tax assets, other than deferred income tax assets arising from the initial recognition of assets and liabilities that do not affect accounting or taxable income which are not recognized, management considers whether it is probable that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income against which the deferred income tax assets can be utilized.

60

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

25.    INCOME TAXES (CONTINUED)

The Company’s deductible temporary differences, unused tax losses and unused tax credits at December 31, 2022 and 2021 for which deferred income tax assets have not been recognized were as follows:

	2022		2021
Deductible temporary differences relating to:
Mineral properties, plant and equipment	$	43,215	$	430,274
Investments and loans and borrowings	66,450		322,272
Derivatives	10,010		8,276
Reclamation and closure cost provisions	77,160		41,164
Inventories	4,473		—
Share issue and finance costs	—		1,176
Other	33,030		14,970
Non-capital losses	325,065		449,984
Capital losses	34,381		10,689
State alternative minimum tax credit	—		7,434
	$	593,784	$	1,286,239

At December 31, 2022, the Company had the following estimated tax operating losses available to reduce future taxable income, including both losses for which deferred income tax assets are recognized and losses for which deferred income tax assets are not recognized as listed in the table above. The loss carryforwards expire as follows:

	2022
Canada (expire between 2035–2042)	$	276,252
United States - California (expire between 2030–2040 or after)	95,365
Mexico (expire between 2025–2032)	53,192
Brazil (no expiry)	125,233
	$	550,042

26.    NET (LOSS) INCOME PER SHARE

The calculations of basic and diluted EPS for the years ended December 31, 2022 and 2021 were as follows:

	2022					2021
	Weighted average shares outstanding	Net loss		Net loss per share		Weighted average shares outstanding	Net income		Net income per share
Basic EPS	304,001,631	$	(106,027)	$	(0.35)	284,932,357	$	554,889	$	1.95
Dilutive RSUs and pRSUs	—	—				2,806,153	—
Dilutive warrants	—	—				372,948	(1,358)
Dilutive Convertible Notes	—	—				44,458,210	9,995
Dilutive stock options	—	—				1,165,033	—
Diluted EPS	304,001,631	$	(106,027)	$	(0.35)	333,734,701	$	563,526	$	1.69

The outstanding instruments that were not included in the calculation of diluted EPS as they were anti-dilutive for the year ended December 31, 2022 were 1.9 million equity-settled RSUs and pRSUs, 0.6 million warrants, 44.5 million shares issuable for convertible notes and 1.9 million stock options (2021 – 0.3 million equity-settled pRSUs, 1.1 million warrants and 0.8 million stock options).

61

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

27.    SEGMENT INFORMATION

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

Year ended December 31, 2022
	Revenue		Operating expense		Depreciation and depletion		Exploration expense		Other operating expenses		Income (loss) from operations
Mesquite	$	220,465	$	(119,923)	$	(41,952)	$	—	$	—	$	58,590
Castle Mountain	41,891		(24,131)		(3,724)		(4)		—		14,032
Los Filos	237,979		(253,680)		(49,527)		(537)		—		(65,765)
Mercedes(1)	28,806		(15,435)		(753)		(651)		—		11,967
Aurizona	183,265		(107,150)		(35,867)		(5,118)		—		35,130
Fazenda	116,401		(67,632)		(43,276)		(3,245)		—		2,248
RDM(2)	58,114		(46,101)		(6,760)		(2,104)		(8,724)		(5,575)
Santa Luz(2)(3)	65,275		(46,002)		(5,313)		(6,060)		(579)		7,321
Greenstone	—		—		—		(760)		—		(760)
Corporate	—		—		—		56		(46,852)		(46,796)
	$	952,196	$	(680,054)	$	(187,172)	$	(18,423)	$	(56,155)	$	10,392
Year ended December 31, 2021
Mesquite	$	249,025	$	(142,487)	$	(29,231)	$	—	$	—	$	77,307
Castle Mountain	46,040		(18,608)		(3,670)		(1,175)		—		22,587
Los Filos(2)	257,217		(227,350)		(37,527)		(339)		(14,185)		(22,184)
Mercedes(1)	56,928		(30,288)		(24,753)		(648)		—		1,239
Aurizona	242,621		(103,999)		(37,433)		(4,980)		—		96,209
Fazenda	107,917		(52,319)		(33,021)		(3,655)		—		18,922
RDM	105,774		(69,018)		(23,901)		(849)		—		12,006
Santa Luz	—		—		—		(3,692)		—		(3,692)
Greenstone(4)	—		—		—		(204)		(79)		(283)
Corporate and other(5)	16,764		(10,735)		(7,356)		(711)		(53,600)		(55,638)
	$	1,082,286	$	(654,804)	$	(196,892)	$	(16,253)	$	(67,864)	$	146,473

(1)The above segment information includes the results of Mercedes from April 7, 2021, the date of acquisition as part of the Premier Acquisition (note 5(c)), to April 21, 2022, the date of disposition (note 5(a)).

(2)Other operating expenses at RDM and Santa Luz for the year ended December 31, 2022 and Los Filos for the year ended December 31, 2021 relate to care and maintenance costs incurred (note 22).

(3)The first gold pour occurred at Santa Luz during the three months ended March 31, 2022. Based on the level of production achieved, the Company assessed and determined that Santa Luz was operating as intended by management on September 30, 2022. Depreciation and depletion of capitalized costs at Santa Luz commenced on October 1, 2022 (note 9(b)).

(4)The above segment information includes the Company’s share of the results of Greenstone from the date of acquisition (notes 5(c) and 5(d)).

(5)Corporate and other for the year ended December 31, 2021 includes the results of Pilar until April 16, 2021, the date of disposition.

62

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

27.    SEGMENT INFORMATION (CONTINUED)

	Total assets				Total liabilities
At December 31	2022		2021		2022		2021
Mesquite	$	280,420	$	332,555	$	(67,330)	$	(74,543)
Castle Mountain	290,604		261,631		(21,886)		(25,607)
Los Filos	1,119,403		1,108,533		(237,617)		(274,664)
Mercedes(1)	—		207,538		—		(85,849)
Aurizona	335,839		363,703		(54,371)		(51,546)
Fazenda	106,945		138,143		(38,496)		(41,325)
RDM	146,043		119,468		(15,558)		(20,515)
Santa Luz	300,953		234,490		(22,120)		(22,016)
Greenstone	815,049		498,529		(173,665)		(120,657)
Corporate and other(2)	461,141		702,771		(872,270)		(665,294)
	$	3,856,397	$	3,967,361	$	(1,503,313)	$	(1,382,016)

(1)At December 31, 2021, the assets and liabilities of Mercedes were classified as held for sale. Mercedes was sold on April 21, 2022 (note 5(a)).

(2)Total assets for corporate and other includes the Company’s investments in i-80 Gold and Sandbox (note 10).

	Capital Expenditures(1)
Years ended December 31	2022		2021
Mesquite	$	42,449	$	98,394
Castle Mountain	16,709		20,433
Los Filos	66,341		85,954
Mercedes(2)	7,232		11,546
Aurizona	48,275		33,059
Fazenda	16,952		17,687
RDM	28,938		31,421
Santa Luz	53,198		71,693
Greenstone(3)	350,844		76,210
Corporate and other(4)	11,239		8,916
	$	642,177	$	455,313

(1)Includes accrued expenditures and non-cash additions.

(2)The above segment information includes capital expenditures at Mercedes from April 7, 2021, the date of acquisition as part of the Premier Acquisition (note 5(c)), to April 21, 2022, the date of disposition (note5(a)).

(3)The above segment information includes the Company’s share of capital expenditures at Greenstone from the date of acquisition (notes 5(c) and 5(d)).

(4)Capital expenditures for corporate and other for the year ended December 31, 2021 includes capital expenditures at Pilar until April 16, 2021, the date of disposition.

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

At December 31	2022		2021
United States	$	473,299	$	450,308
Mexico	947,407		941,762
Brazil	774,368		725,842
Canada	816,763		516,539
Total non-current assets, excluding financial instruments and investments in associates	$	3,011,837	$	2,634,451

63

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

27.    SEGMENT INFORMATION (CONTINUED)

The following table presents revenue from sales to major customers that exceeded 10% of the Company’s revenue for the years ended December 31, 2022 and 2021:    

	2022			2021
Customer 1(1)	$	582,584		$	521,476
Customer 2(2)	206,706			—
Customer 3(3)	110,785			264,277
Customer 4(4)	—			265,690
Total revenue from major customers	$	900,075		$	1,051,443
Total revenue from major customers as percentage of total revenue	94.5		%	97.2		%

(1)Revenues from Customer 1 relate to all segments except Los Filos and Mercedes.

(2)Revenues from Customer 2 relate to all segments except Mesquite, Castle Mountain and Aurizona.

(3)Revenues from Customer 3 for the year ended December 31, 2022 relate to Los Filos (2021 – Mesquite, Castle Mountain and Los Filos).

(4)Revenues from Customer 4 relate to all segments except Mesquite, Castle Mountain and Aurizona.

28.    RELATED PARTY TRANSACTIONS

The Company’s related parties include its subsidiaries, associates, joint operation and key management personnel. The Company’s key management personnel consists of executive and non-executive directors and members of executive management.

The remuneration of the Company’s directors and other key management personnel during the years ended December 31, 2022 and 2021 were as follows:

	2022		2021
Salaries, directors’ fees and other short-term benefits	$	3,555	$	4,236
Share-based payments	1,268		4,985
Total key management personnel compensation	$	4,823	$	9,221

At December 31, 2022, $1.1 million (2021 – $2.0 million) was owed by the Company to management for accrued salaries and bonuses and reimbursement of expenses.

In April 2021, the Company issued $32.1 million of its common shares to its executives and directors as part of a private placement financing (note 18(b)).

29.    SUPPLEMENTAL CASH FLOW INFORMATION

The changes in non-cash working capital during the years ended December 31, 2022 and 2021 were as follows:

	2022		2021
Increase in trade and other receivables	$	(14,416)	$	(3,815)
(Increase) decrease in inventories	(69,607)		20,221
(Increase) decrease in prepaid expenses and other current assets	(4,928)		2,840
(Decrease) increase in accounts payable and accrued liabilities	(2,661)		37,410
Increase in other current liabilities	3,792		—
Changes in non-cash working capital	$	(87,820)	$	56,656

64

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

30.    FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

(a)Financial assets and financial liabilities by category

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

At December 31, 2022	Amortized cost		FVTPL		FVOCI(5)		Total
Financial assets
Cash and cash equivalents	$	200,769	$	—	$	—	$	200,769
Marketable securities	—		984		35,883		36,867
Trade receivables	8,180		—		—		8,180
Derivative assets(1)	—		36,743		—		36,743
Restricted cash(2)	16,452		—		—		16,452
Other financial assets(3)	39,051		—		2,294		41,345
Total financial assets	$	264,452	$	37,727	$	38,177	$	340,356
Financial liabilities
Accounts payable and accrued liabilities	$	226,028	$	—	$	—	$	226,028
Loans and borrowings	828,024		—		—		828,024
Derivative liabilities(1)	—		10,705		—		10,705
Lease liabilities(4)	35,500		—		—		35,500
Other financial liabilities	13,853		—		—		13,853
Total financial liabilities	$	1,103,405	$	10,705	$	—	$	1,114,110
At December 31, 2021
Financial assets
Cash and cash equivalents	$	305,498	$	—	$	—	$	305,498
Marketable securities	—		1,902		238,628		240,530
Trade receivables	14,207		—		—		14,207
Derivative assets(1)	—		124,452		—		124,452
Restricted cash(2)	20,444		—		—		20,444
Other financial assets(3)	14,416		—		2,294		16,710
Total financial assets	$	354,565	$	126,354	$	240,922	$	721,841
Financial liabilities
Accounts payable and accrued liabilities	$	185,716	$	—	$	—	$	185,716
Loans and borrowings	540,682		—		—		540,682
Derivative liabilities(1)	—		84,857		—		84,857
Lease liabilities(4)	45,097		—		—		45,097
Other financial liabilities	3,588		—		—		3,588
Total financial liabilities	$	775,083	$	84,857	$	—	$	859,940

(1)     Includes current and non-current derivatives (note 14).

(2)    Includes current and non-current restricted cash. At December 31, 2022, the Company had $1.9 million (2021 – nil) of current restricted cash included in prepaid expenses and other current assets.

(3)    Other financial assets measured at amortized cost includes current and non-current receivables from asset sales and other receivables (notes 7 and 11) .

(4)    Includes current and non-current lease liabilities (note 17(b)).

(5)    Includes the Company’s marketable securities and investment in other equity instruments designated as measured at FVOCI on initial recognition (notes 6 and 11(c)).

65

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

30.    FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (CONTINUED)

(b)Fair values of financial assets and financial liabilities

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

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

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

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

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

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

At December 31, 2022	Level 1(3)		Level 2(4)		Level 3(5)		Total
Marketable securities(1)	$	36,867	$	—	$	—	$	36,867
Derivative assets(2)	—		36,743		—		36,743
Other financial assets(1)	—		—		2,294		2,294
Derivative liabilities(2)	—		(2,425)		(8,280)		(10,705)
Net financial assets (liabilities)	$	36,867	$	34,318	$	(5,986)	$	65,199
At December 31, 2021
Marketable securities(1)	$	240,530	$	—	$	—	$	240,530
Derivative assets(2)	—		124,452		—		124,452
Other financial assets(1)	—		—		2,294		2,294
Derivative liabilities(2)	—		(78,271)		(6,586)		(84,857)
Net financial assets (liabilities)	$	240,530	$	46,181	$	(4,292)	$	282,419

(1)Marketable securities and other financial assets are principally measured at FVOCI.

(2)Includes current and non-current derivatives (note 14).

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

(4)The fair values of derivative assets and certain derivative liabilities are measured using Level 2 inputs. The fair values of the Company’s investments in warrants and share purchase warrant liability (2021 – investments in warrants, share purchase warrant liability and Solaris warrant liability) are determined using the Black-Scholes option pricing model that uses a combination of quoted market prices and market-derived inputs such as expected volatility. The fair values of the Company’s foreign currency contracts are based on forward foreign exchange rates and the fair values of the Company’s gold collar and forward contracts at December 31, 2021 are based on forward metal prices.

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

There were no amounts transferred between levels of the fair value hierarchy during the years ended December 31, 2022 and 2021.

66

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

30.    FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (CONTINUED)

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

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

At December 31, 2022 and 2021, the fair values of the Company’s financial assets and financial liabilities, excluding lease liabilities, that are not measured at fair value in the statement of financial position as compared to the carrying amounts were as follows:

		December 31, 2022				December 31, 2021
	Level	Carrying amount		Fair value		Carrying amount		Fair value
Non-current receivables from asset sales(1)	3	$	20,965	$	20,965	$	10,321	$	10,321
Credit Facility(2)	2	560,788		582,118		279,621		287,255
Convertible Notes(3)	2	267,236		281,381		261,061		384,143

(1)The fair values of non-current receivables from sales of the Company’s non-core assets (note 11) are calculated as the present value of expected future cash flows based on expected amounts and timing of the future cash flows discounted using a market rate of interest for similar instruments.

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

(3)The fair value of the 2019 and 2020 Convertible Notes (note 13(b)) at December 31, 2022 represents the fair value of the debt component of $264.9 million (2021 – $277.7 million) and the fair value of the equity component of $16.5 million (2021 – $106.4 million). The fair value of the debt component is calculated as the present value of future cash flows based on the contractual cash flows discounted using a market rate of interest for similar instruments.

(4)At December 31, 2022 and 2021, the carrying amounts of the Company’s cash and cash equivalents, restricted cash, trade and other current receivables, accounts payable and accrued liabilities and other current liabilities approximate their fair values due to the short-term nature of the instruments.

31.    FINANCIAL INSTRUMENT RISKS AND RISK MANAGEMENT

The Company is exposed in varying degrees to a variety of financial instrument related risks including credit risk, liquidity risk and market risk. The Company’s Board of Directors approves and oversees the Company’s risk management process, which seeks to minimize the potential adverse effects of financial risks on the Company’s financial results. At December 31, 2022, the financial risks to which the Company is exposed and the Company’s objectives, policies and processes for managing those risks are as follows:

(a)Credit risk

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

The Company is primarily exposed to credit risk on its cash and cash equivalents, trade receivables, restricted cash and other current and non-current receivables. The Company’s maximum exposure to credit risk at December 31, 2022, represented by the carrying amounts of these financial assets, was $264.5 million (2021 – $354.6 million).

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

Credit risk arising from the Company’s trade receivables is low with negligible expected credit losses as the Company sells its products to large global financial institutions and other companies with high credit ratings. Credit risk relating to receivables from sales of the Company’s non-core assets is mitigated by collateral held as security in the event of default.

67

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

31.    FINANCIAL INSTRUMENT RISKS AND RISK MANAGEMENT (CONTINUED)

(b)Liquidity risk

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

The Company enters into contracts in the normal course of business that give rise to commitments for future payments. The following table summarizes the contractual maturities of the Company’s financial liabilities, and operating and capital purchase commitments at December 31, 2022:

	Within 1 year		1-2 years		2-3 years		3-4 years		4–5 years		Thereafter		Total
Accounts payable and accrued liabilities	$	226,028	$	—	$	—	$	—	$	—	$	—	$	226,028
Loans and borrowings(1)(2)	55,258		190,038		182,179		596,667		—		—		1,024,142
Derivative liabilities	1,204		526		—		—		—		—		1,730
Lease liabilities(2)	21,407		13,055		756		746		532		—		36,496
Other financial liabilities(2)	6,760		2,346		2,346		2,346		2,346		2,346		18,490
Reclamation and closure costs(2)	3,734		2,889		7,912		14,404		20,788		136,830		186,557
Purchase commitments(2)	81,385		11,962		8,295		7,495		7,092		33,929		150,158
Other operating commitments(2)	31,895		33,169		17,868		18,583		19,326		29,635		150,476
Total	$	427,671	$	253,985	$	219,356	$	640,241	$	50,084	$	202,740	$	1,794,077

(1)Amount includes principal and interest payments, except accrued interest, which is included in accounts payable and accrued liabilities.

(2)Amounts represent undiscounted future cash flows.

The Company has a $700 million Revolving Facility available for general corporate purposes, other than for repayment of amounts owing under the 2019 and 2020 Convertible Notes, of which it has utilized $572.8 million at December 31, 2022. Inflationary pressures and volatility in gold price have contributed to increasing risks that cash flow from operations and other sources of liquidity will be insufficient to meet the Company’s financial obligations as they become due and fund the Company’s ongoing development and construction projects.

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

(c)Market risk

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

(i)Interest rate risk

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

The Company is exposed to interest rate cash flow risk on its Revolving Facility which is subject to variable interest rates based on SOFR (note 13(a)). A 1.0% increase or decrease in the SOFR interest rate during the year ended December 31, 2022 would have resulted in an increase or decrease of $3.0 million, respectively, in the Company’s net loss during the year ended December 31, 2022.

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

68

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

31.    FINANCIAL INSTRUMENT RISKS AND RISK MANAGEMENT (CONTINUED)

(c)Market risk (continued)

(i)Interest rate risk (continued)

The Company is exposed to interest rate fair value risk on the 2019 and 2020 Convertible Notes, which are subject to fixed interest rates (note 13(b)). The Company manages its interest rate risk with a mix of fixed and variable rate debt. A change in market interest rate would impact the fair values of the 2019 and 2020 Convertible Notes. However, as the Convertible Notes are measured at amortized cost, changes in market interest rates would have had no impact to the Company’s net income during the year ended December 31, 2022.

(ii)Foreign currency risk

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments, in functional currency terms, will fluctuate because of changes in foreign exchange rates. Except for Greenstone, which uses the Canadian dollar as its functional currency, the functional currency of the Company and its subsidiaries is the US dollar. The Company and its subsidiaries are exposed to currency risk on transactions, investments and balances denominated in currencies other than USD, principally on BRL, MXN, and CAD expenses. Greenstone is exposed to currency risk on transactions and balances denominated in USD.

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

At December 31, 2022	BRL		MXN		CAD		USD
Financial assets
Cash and cash equivalents	$	9,088	$	244	$	48,357	$	7,036
Marketable securities	—		—		36,867		—
Derivative assets	—		—		29,154		—
Restricted cash	5,550		—		—		1,740
Other financial assets	—		—		5,028		—
Financial liabilities
Accounts payable and accrued liabilities	(61,946)		(28,234)		(9,233)		(11,677)
Derivative liabilities	—		—		(695)		—
Lease liabilities	(6,226)		(131)		(231)		(2,298)
Other financial liabilities	—		—		—		(10,597)
	$	(53,534)	$	(28,121)	$	109,247	$	(15,796)
At December 31, 2021
Financial assets
Cash and cash equivalents	$	14,819	$	558	$	42,445	$	2
Marketable securities	—		—		240,530		—
Derivative assets	—		—		123,501		—
Restricted cash	4,400		—		—		7,796
Other financial assets	—		—		8,758		—
Financial liabilities
Accounts payable and accrued liabilities	(52,162)		(49,997)		(13,310)		(3,917)
Derivative liabilities	—		—		(32,874)		—
Lease liabilities	(2,432)		(253)		(490)		—
Other financial liabilities	—		—		—		—
	$	(35,375)	$	(49,692)	$	368,560	$	3,881

69

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

31.    FINANCIAL INSTRUMENT RISKS AND RISK MANAGEMENT (CONTINUED)

(c)Market risk (continued)

(ii)Foreign currency risk (continued)

Based on the above foreign currency denominated financial assets and financial liabilities at December 31, 2022, excluding the effect of foreign exchange contracts, the reasonably possible weakening in foreign currencies against the USD and the USD against CAD at such date, assuming all other variables remained constant, would have resulted in the following decrease (increase) in the Company’s net loss during the year ended December 31, 2022:

	2022
BRL – 20%	$	7,816
MXN – 10%	2,053
CAD – 10%	(7,975)
USD – 10%	1,153

In accordance with its foreign currency exchange risk management program, the Company uses foreign exchange contracts to manage its exposure to currency risk on expenditures in BRL, MXN and CAD which are accounted for as derivative financial instruments (note 14(a)(ii)). At December 31, 2022, a 20%, 10% and 10% weakening in the BRL, MXN and CAD, respectively, against the USD would have resulted in a decrease of $1.7 million in the fair value of the foreign currency net derivative asset and increase in the Company’s net loss during the year ended December 31, 2022. A 20%, 10% and 10% strengthening in the BRL, MXN and CAD, respectively, against the USD would have resulted in an increase of $2.2 million in the fair value of the foreign currency net derivative asset anddecrease in the Company’s net loss during the year ended December 31, 2022.

(iii)Other price risk

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

The Company holds investments in marketable securities and warrants and has issued warrants which are measured at fair value. The fair values of investments in marketable securities are based on the closing share price of the securities at the reporting date. The fair values of the investments in warrants and warrants issued are measured using the Black-Scholes option pricing model with the closing share price of the underlying securities as an input. A 10% increase in the applicable share prices would have resulted in a decrease of $1.3 million and $1.4 million in the Company’s net loss and other comprehensive loss, respectively. A 10% decrease in the applicable share prices would have resulted in an increase of $1.3 million and $1.4 million in the Company’s net loss and other comprehensive loss, respectively.

32.    CAPITAL MANAGEMENT

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

	December 31, 2022		December 31, 2021
Equity	$	2,353,084	$	2,585,345
Loans and borrowings	828,024		540,682
	3,181,108		3,126,027
Less: cash and cash equivalents	(200,769)		(305,498)
	$	2,980,339	$	2,820,529

70

Notes to Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

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

32.    CAPITAL MANAGEMENT (CONTINUED)

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

As described in note 18(b), on November 21, 2022, the Company filed a base shelf prospectus that allows the Company to make offerings of up to $500 million of common shares, debt securities, subscription receipts, share purchase contracts, units or warrants in one or more issuances over a 25-month period. In addition, on November 21, 2022, the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may sell common shares for aggregate proceeds of up to $100 million, and concurrently, entered into an ATM Program pursuant to which the Company may sell the Offered Shares. For the period from November 21, 2022 to December 31, 2022, the Company issued 2,281,402 common shares under the ATM Program for gross proceeds of $8.0 million and in January 2023, issued an additional 4,369,615 common shares for gross proceeds of $16.9 million.

33.    CONTINGENCIES

At December 31, 2022, the Company had the following outstanding matters:

(a)Legal

The Company is a defendant in various lawsuits and legal actions for alleged fines, labour related and other matters in the jurisdictions in which it operates. Management regularly reviews these lawsuits and legal actions with outside counsel to assess the likelihood that the Company will ultimately incur a material cash outflow to settle a claim. To the extent management believes it is probable that a cash outflow will be incurred to settle a claim, a provision for the estimated settlement amount is recognized. At December 31, 2022, the Company recognized a provision of $9.2 million (2021 – $11.6 million) for legal matters which is included in other non-current liabilities.

(b)Environmental

A historic rain event caused widespread flooding in the Aurizona region in March 2021 and a fresh water pond on the Aurizona site overflowed during the rain event. The tailings facility and other infrastructure at the Aurizona site remained operational. The Company received notices from the local state government of environmental infractions related to turbidity in the local water supply at Aurizona with associated fines at December 31, 2022 totaling $9.7 million (2021 – $9.2 million). In addition to the fines, public civil actions have been filed against the Company in the State and Federal courts claiming various damages as a result of the rain event. The Company and its advisors believe the fines and public civil actions are without merit and it is not probable that a cash outflow will occur. Accordingly, no amount has been recognized in relation to the fines.

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

71

EX-99.2

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

(Expressed in United States Dollars, unless otherwise stated)

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

This Management’s Discussion and Analysis (“MD&A”) of the financial position and results of operations for Equinox Gold Corp. (the “Company” or “Equinox Gold”) should be read in conjunction with the audited consolidated financial statements of the Company as at and for the year ended December 31, 2022 and the related notes thereto, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. For further information on the Company, reference should be made to its public filings on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.

This MD&A is prepared by management and approved by the Board of Directors as of February 21, 2023. This discussion covers the three months (“Q4 2022” or the “Quarter”) and the year ended December 31, 2022 and the subsequent period up to the date of issuance of this MD&A. All dollar amounts are in United States (“US”) dollars, except where otherwise noted.

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

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

Throughout this MD&A, the operational and financial results of the assets acquired in the acquisition of Premier Gold Mines Limited (“Premier” and the “Premier Acquisition”) are included from April 7, 2021 onward, except for the results of the Mercedes mine (“Mercedes”), which were included for the period from April 7, 2021 through to April 21, 2022, when Mercedes was sold. The operational and financial results of the assets acquired in the acquisition of Leagold Mining Corporation (“Leagold” and the “Leagold Acquisition”) are included from March 10, 2020 onward.

2

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

CONTENTS
Business Overview	4
2022 Highlights	4
Highlights for the Three Months Ended December 31, 2022	5
Recent Developments	7
Consolidated Operational and Financial Highlights	8
2022 Guidance Comparison	9
2023 Guidance and Outlook	11
Operations	12
Development Projects	26
Health, Safety and Environment	28
Community Development & ESG Reporting	28
Corporate	29
Financial Results	31
Liquidity and Capital Resources	36
Outstanding Share Data	37
Commitments and Contingencies	38
Related Party Transactions	39
Non-IFRS Measures	39
Risks and Uncertainties	45
Accounting Matters	59
Internal Controls Over Financial Reporting and Disclosure Controls and Procedures	59
Cautionary Notes and Forward-looking Statements	60
Technical Information	62

3

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

BUSINESS OVERVIEW

Operations description

Equinox Gold is a growth-focused mining company delivering on its strategy of building the premier Americas gold producer. In its first five years the Company has grown from a single-asset developer to a multi-asset gold producer with seven operating gold mines at the date of this MD&A, a multi-million-ounce gold reserve base and a strong growth profile from a pipeline of development and expansion projects. Equinox Gold operates entirely in the Americas. At the date of this MD&A, the Company’s operating gold mines are the Mesquite Mine (“Mesquite”) and Castle Mountain Mine (“Castle Mountain”) in the United States, the Los Filos Mine complex (“Los Filos”) in Mexico, and the Aurizona Mine (“Aurizona”), Fazenda Mine (“Fazenda”), Santa Luz Mine (“Santa Luz”) and RDM Mine (“RDM”) in Brazil. The Company also has a 60% interest in the Greenstone Project (“Greenstone”) in Canada, which is in construction.

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

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

2022 HIGHLIGHTS

Operational

•Produced 532,319 ounces of gold

•Sold 532,137 ounces of gold at an average realized gold price of $1,784 per oz

•Total cash costs of $1,328per oz and AISC of$1,622per oz(1)

•Achieved a total recordable injury frequency rate(2) of 2.12, a 30% improvement compared to 2021

•Achieved a significant environmental incident frequency rate(2) of 0.63, a 7% improvement compared to 2021

Earnings

•Earnings from mine operations of $85.0 million

•Net loss of $106.0 million or $0.35 per share

•Adjusted net loss of $90.8 million(1) or $0.30 per share(1)(3)

Financial

•Cash flow from operations before changes in non-cash working capital of$144.3 million ($56.5 million after changes in non-cash working capital)

•Adjusted EBITDA of $168.7 million(1)(3)

•Expenditures of $139.2 millionin sustaining capital(1) and $457.7 million in non-sustaining capital

•Cash and cash equivalents (unrestricted) of $200.8 million at December 31, 2022

•Net debt(1) of $627.3 millionat December 31, 2022

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

(2)Total recordable injury frequency rate and significant environmental incident frequency rate are both reported per million hours worked. Total recordable injury frequency rate is the total number of injuries excluding those requiring simple first aid treatment.

(3)Primary adjustments for the year ended December 31, 2022 were $69.9 million unrealized loss on change in fair value of warrants, $33.3 million gain on change in fair value of gold contracts, and $16.8 million unrealized gain on change in fair value of foreign exchange contracts.

4

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

2022 HIGHLIGHTS (CONTINUED)

Corporate

•Strengthened capital flexibility

◦Expanded the corporate revolving credit facility to $700 million with an additional $100 million accordion feature, and extended the maturity date to July 2026 with the option for a one-year extension

◦Sold a portion of the Company’s shares in Solaris Resources Inc. (TSX: SLS) (“Solaris”) for proceeds of $51.9 million and received $40.1 million from the sale of Solaris shares on the exercise of warrants the Company granted in 2021

◦Closed the sale of Mercedes for $75 million cash, a $25 million note receivable, a 2% net smelter return (“NSR”) and 24.73 million shares of Bear Creek Mining Corporation (TSXV: BCM) (“Bear Creek”)

•Improved financial resilience by filing a $500 million base shelf prospectus and implementing a $100 million at-the-market equity offering program (“ATM Program”)

•Launched Sandbox Royalties Corp. (“Sandbox”), a new diversified metal royalties company in which Equinox Gold holds a 34% interest

•Greg Smith, President of Equinox Gold, succeeded Christian Milau as Chief Executive Officer and a Director of Equinox Gold on September 1, 2022

Construction, development and exploration

•Advanced Greenstone to 65% complete at December 31, 2022, while remaining on budget and on track to achieve first gold pour in the first half of 2024 (“H1 2024”)

◦71% of total capital costs contracted

◦54% of the $1.23 billion construction budget (100% basis) spent

◦Inflationary pressures to date have been mitigated through offsetting savings opportunities or absorbed through the contingency included in the construction budget

•Completed construction and achieved commercial production at Santa Luz

•Commenced permitting for the Castle Mountain Phase 2 expansion, which would extend the mine life to 21 years and increase production to on average more than 200,000 ounces per year

•Increased Los Filos Mineral Reserves by 44% and completed a feasibility study for construction of a carbon-in-leach (“CIL”) plant to process higher-grade ore concurrent with existing heap leach processing, which would extend the mine life and increase production to on average 280,000 ounces per year, with peak production of 360,000 ounces per year

•Received permits for three portal locations for an exploration ramp in anticipation of underground development at Aurizona, continued to drill the underground Mineral Resource and advanced the expansion feasibility study

•Drilled 187,000metres across the portfolio with a focus on Mineral Reserve growth and mine life extension

•Exploration confirmed district potential from multiple near-mine and regional mineral discoveries in the Bahia Belt between Fazenda and Santa Luz

Responsible mining

•Entered into wind and solar power arrangements for select Brazil operations, which will result in reduced greenhouse gas (“GHG”) emissions and are expected to achieve approximately $70 million in cost savings over the 10-year contract periods

•Approved a GHG emissions reduction target of 25% by 2030 compared to the "business-as-usual" emissions forecast if no intervention measures were taken

•Submitted second year of data to the Carbon Disclosure Project and updated the Company’s Tailings Management Report

•Expanded environment, social and governance (“ESG”) reporting disclosure to include Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) metrics

5

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

HIGHLIGHTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2022

Operational

•Produced 150,439 ounces of gold

•Sold 149,386 ounces of gold at an average realized gold price of $1,733 per oz

•Total cash costs of $1,223per oz and AISC of$1,523per oz(1)

•Total recordable injury frequency rate of 1.16(2) with no lost-time injuries

•Total significant environmental incident frequency rate(2) of 0.19

Earnings

•Earnings from mine operations of $32.0 million

•Net income of $22.6 million or $0.07 per share

•Adjusted net income of $7.5 million or $0.02 per share(1)(3)

Financial

•Cash flow from operations before changes in non-cash working capital of $80.0 million ($45.5 million after changes in non-cash working capital)

•Adjusted EBITDA of $74.7 million(1)(3)

•Expenditures of $43.1 million in sustaining capital(1) and $108.7 million in non-sustaining capital

•Filed a base shelf prospectus on November 21, 2022 that allows the Company to make offerings of up to $500 million of common shares, debt securities, subscription receipts, share purchase contracts, units, warrants (collectively the “Securities”), or any combination thereof, over a 25-month period

•Entered into an equity distribution agreement dated November 21, 2022 providing for an ATM Program for up to $100 million effective until December 21, 2024, unless terminated earlier

•Sold 11 million common shares of Solaris for aggregate gross proceeds of $51.9 million

Construction, development and exploration

•Advanced Greenstone construction

◦More than 2 million work hours completed with no lost-time injuries

◦Greenstone was 65% complete at December 31, 2022, and on track to pour gold in H1 2024

◦Building enclosure and heating completed as planned for the process plant west end, power plant, truck shop, ore bin tower of the high pressure grinding rolls (“HPGR”) building and site mixed emulsion (“SME”) plant, with the rest of the buildings on track for enclosure in Q1 2023 as planned

◦Completed the Ministry of Transportation Patrol Yard, the Goldfield Creek diversion, and the permanent effluent water treatment plant

◦First four bays of the truck shop are complete and in use

◦The 14-km natural gas pipeline is complete and ready for commissioning in Q2 2023

◦Spent $97.9 million of non-sustaining capital (Equinox Gold’s 60% share)

•Achieved commercial production at Santa Luz effective October 1, 2022

•Completed feasibility study for construction of a CIL plant at Los Filos

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

(2)Total recordable injury frequency rate and significant environmental incident frequency rate are both reported per million hours worked. Total recordable injury frequency rate is the total number of injuries excluding those requiring simple first aid treatment.

(3)Primary adjustments for the three months ended December 31, 2022 were $2.9 million unrealized gain on change in fair value of warrants, $3.1 million unrealized foreign exchange loss, and $7.7 million unrealized gain on change in fair value of foreign exchange contracts.

6

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RECENT DEVELOPMENTS

•Provided 2023 production and cost guidance of 555,000 to 625,000 ounces of gold at cash costs of $1,355 to $1,460 per oz and AISC of $1,575 to $1,695 per oz(1)

•Provided 2023 sustaining and non-sustaining expenditure guidance of $460 million

◦$137 million of sustaining expenditures, of which $127 million is sustaining capital(1)

◦$324 million of non-sustaining expenditures, of which $300 million is non-sustaining capital. Non-sustaining capital includes $277 million to advance Greenstone construction

•As at the date of this MD&A, the Company has issued 6,651,017 common shares under the ATM Program at an average share price of $3.75 per common share for total gross proceeds of $24.9 million

•In February 2023, published the Company’s inaugural Climate Action Report in alignment with the Task Force on Climate Related Financial Disclosures (TCFD)

•In January 2023, sold 4.5 million common shares of the Company’s investment in Solaris for proceeds of $20.0 million

•In January 2023, entered into gold collar contracts with a put strike price of $1,900 per ounce and an average call strike price of $2,065 per ounce, for 10,644 ounces per month beginning February 2023 through to March 2024

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

7

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS

		Three months ended			Year ended
Operating data	Unit	December 31, 2022	September 30, 2022	December 31, 2021	December 31, 2022(1)	December 31, 2021(1)
Gold produced	oz	150,439	143,615	210,432	532,319	602,110
Gold sold	oz	149,386	143,032	212,255	532,137	602,668
Average realized gold price	$/oz	1,733	1,711	1,792	1,784	1,791
Cash costs per oz sold(3)(4)	$/oz	1,223	1,400	1,032	1,328	1,084
AISC per oz sold(2)(3)(4)	$/oz	1,523	1,749	1,258	1,622	1,347
Financial data
Revenue	M$	259.3	245.1	381.2	952.2	1,082.3
Earnings from mine operations	M$	32.0	7.4	99.4	85.0	230.6
Net income (loss)	M$	22.6	(30.1)	109.0	(106.0)	554.9
Earnings (loss) per share	$/share	0.07	(0.10)	0.37	(0.35)	1.95
Adjusted EBITDA(3)	M$	74.7	25.7	130.4	168.7	305.0
Adjusted net income (loss)(3)	M$	7.5	(27.6)	68.3	(90.8)	62.0
Adjusted EPS(3)	$/share	0.02	(0.09)	0.23	(0.30)	0.22
Balance sheet and cash flow data
Cash and cash equivalents (unrestricted)	M$	200.8	141.9	305.5	200.8	305.5
Net debt(3)	M$	627.3	583.8	235.2	627.3	235.2
Operating cash flow before changes in non-cash working capital	M$	80.0	14.5	122.2	144.3	264.1

(1)Operational and financial results of the assets acquired as part of the Premier Acquisition are included from April 7, 2021, onward, except for the results of Mercedes, which were included for the period from April 7, 2021 through to April 21, 2022, when Mercedes was sold.

(2)Consolidated AISC per oz sold excludes corporate general and administration expenses.

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

(4)Consolidated cash cost per oz sold and AISC per oz sold for the year ended December 31, 2022 excludes Santa Luz results while the mine was in pre-commercial production up until the achievement of commercial production at the end of Q3 2022.

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

In Q4 2022, the Company sold 30% fewer gold ounces compared to Q4 2021 primarily due to lower production at Mesquite, Los Filos and Aurizona, offset partially by higher production at Fazenda and the contribution of production at Santa Luz, which achieved commercial production at the end of Q3 2022. Lower production at Mesquite was mainly due to mine sequencing, with fewer ounces added to the leach pad during the Quarter. Lower production at Los Filos was mainly due to a shortage of explosives due to union strikes at a supplier, which reduced the amount of open pit and underground material moved and delayed ounces being delivered to the leach pad, and by slower recovery curves for a portion of the ore that has a higher copper content. Lower production at Aurizona was mainly due to ore access issues caused by an abnormally long rainy season in 2022 and by lower-than-expected levels of waste movement, both of which impacted access to higher-grade ore in the lower benches of the Piaba open pit. Higher production at Fazenda was mainly due to higher grades and larger volumes mined from the open pit, offsetting lower volumes and grades mined from underground ore sources.

For the year ended December 31, 2022, the Company sold 12% fewer gold ounces compared to the year ended December 31, 2021. The decrease was mainly due to lower production at Aurizona, RDM, Mesquite and Los Filos. Aurizona experienced a longer rainy season in 2022 and lack of productivity in waste movement, both of which affected ore access during the year. As a result, throughout most of the year Aurizona relied on processing ore that was lower grade than expected. RDM was impacted by a temporary suspension of mining and plant operations in mid-May due to a delay in receiving permits for the scheduled tailings storage facility (“TSF”) raise. RDM transitioned in Q3 2022 to processing low-grade stockpile material rather than mining in-situ ore. RDM production was also impacted by a temporary stoppage of mining operations for most of December while the Company applied for a license to process low grade ore from additional stockpiles. Mesquite production was lower driven by a longer leach cycle for ore tonnes stacked in 2022 compared to 2021. Los Filos production was lower impacted primarily by a shortage of explosives due to union strikes at a supplier, which reduced the amount of open pit and underground material moved and delayed ounces being delivered to the leach pad, and by slower recovery curves for a portion of the ore that has a higher copper content.

8

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS (CONTINUED)

The decreases were partially offset by increased production at Fazenda, attributable to higher grades and volumes mined from the open pit, and the contribution of production at Santa Luz, which commenced production at the end of Q1 2022 and achieved commercial production at the end of Q3 2022.

In Q4 2022, earnings from mine operations were $32.0 million (Q4 2021 - $99.4 million) and for the year ended December 31, 2022 were $85.0 million (year ended December 31, 2021 - $230.6 million). Earnings from mine operations were lower in Q4 2022 compared to Q4 2021 mainly due to lower gold production and higher operating costs resulting from inflationary pressures, particularly from increased prices of oil and key consumables such as cyanide, lime and explosives.

Earnings from mine operations were lower for the year ended December 31, 2022 compared to the comparative period of 2021 primarily due to lower earnings from mine operations at Aurizona and Los Filos. Aurizona’s earnings from mine operations decreased by $60.9 million due to selling 24% fewer ounces of gold and incurring higher processing costs, including power, cyanide and grinding media costs, as well as increased maintenance costs. Los Filos’ earnings from mine operations decreased by $57.6 million primarily due to selling 8% fewer ounces of gold, as well as an increase in open pit and underground mining costs.

Net income in Q4 2022 decreased to $22.6 million compared to net income of $109.0 million in Q4 2021. For the year ended December 31, 2022, the Company had a net loss of $106.0 million compared to net income of $554.9 million for the comparative period in 2021. The lower net income in Q4 2022 and net loss for the year ended December 31, 2022 were impacted by lower earnings from mine operations. Results for the year ended December 31, 2022 were also impacted by a loss on the change in fair value of share purchase warrants of $69.9 million and a foreign exchange loss of $7.8 million, compared to gains of $85.8 million and $0.2 million, respectively, during the comparative periods in 2021. Results for the year ended December 31, 2021 also included a $186.1 million gain on reclassification of investment in Solaris, a $81.4 million gain on bargain purchase price of Premier, and a $95.7 million gain on the sale of the Pilar mine (“Pilar”) and sale of a partial interest in Solaris.

In Q4 2022, adjusted EBITDA was $74.7 million (Q4 2021 - $130.4 million) and for the year ended December 31, 2022 was $168.7 million (year ended December 31, 2021 - $305.0 million). In Q4 2022, adjusted net income was $7.5 million (Q4 2021 - adjusted net income of $68.3 million) and for the year ended December 31, 2022 was a net loss of $90.8 million (year ended December 31, 2021 - adjusted net income of $62.0 million). Adjusted EBITDA and adjusted net income were impacted by lower earnings from mine operations compared to the comparative periods in 2021.

2022 GUIDANCE COMPARISON

On August 3, 2022, the Company updated its 2022 production and cost guidance (“2022 Guidance”) to reflect disruptions to operations at RDM in the first half of the year, a longer-than-expected ramp-up at Santa Luz, and inflationary impacts on the macro-economic environment. While production increased during Q4 2022 to 150,439 ounces of gold, the strongest production quarter for the year, full-year production of 532,319 ounces of gold was below the lower end of 2022 Guidance of 550,000 to 615,000 ounces of gold. This was primarily due to operational challenges earlier in the year at Los Filos and Aurizona that continued to affect production into Q4 2022, as forecast in the Company’s Q3 2022 MD&A. Production was further affected by lower-than-expected recoveries at Santa Luz, including during the Quarter.

Cash costs and AISC were higher than 2022 Guidance, with cash costs of $1,328 per oz and AISC of $1,622 per oz compared to guidance of $1,200 to $1,250 per oz for cash costs and $1,470 to $1,530 per oz for AISC. Actuals achieved in 2022 at each mine are outlined below.

9

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

2022 GUIDANCE COMPARISON (CONTINUED)

	2022 Actuals			2022 Guidance
	Production (oz)	Cash Costs ($/oz)(1)	AISC ($/oz)(1)	Production (oz)	Cash Costs ($/oz)(1)	AISC ($/oz)(1)
USA
Mesquite	123,965	$978	$1,285	120,000 - 130,000	$1,010 - $1,050	$1,270 - $1,310
Castle Mountain	23,227	$1,217	$1,699	25,000 - 35,000	$1,130 - $1,160	$1,550 - $1,620
Mexico
Los Filos	133,723	$1,913	$2,090	155,000 - 170,000	$1,620 - $1,670	$1,800 - $1,840
Mercedes(2)	13,631	$960	$1,501	—	—	—
Brazil
Aurizona	102,368	$1,056	$1,503	120,000 - 130,000	$900 - $940	$1,370 - $1,410
Fazenda	65,641	$1,047	$1,215	60,000 - 65,000	$1,050 - $1,080	$1,250 - $1,290
RDM	32,139	$1,418	$1,681	25,000 - 30,000	$1,750 - $1,780	$2,000 - $2,060
Santa Luz	37,625	$1,767	$1,862	45,000 - 55,000	$1,000 - $1,050	$1,120 - $1,190
Total	532,319	$1,328	$1,622	550,000 - 615,000	$1,200 - $1,250	$1,470 - $1,530

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

(2)Production and costs attributable to Equinox Gold prior to the sale of Mercedes in April 2022. Mercedes production was not included in fiscal 2022 Guidance.

Sustaining(1) and non-sustaining capital expenditures

	2022 Actuals		2022 Guidance
$ amounts in millions	Sustaining	Non-sustaining	Sustaining	Non-sustaining
USA
Mesquite(2)	$36	$6	$38	$23
Castle Mountain	11	5	14	9
Mexico
Los Filos	21	43	30	63
Brazil
Aurizona(3)	45	2	61	10
Fazenda(3)	9	4	14	10
RDM(3)	8	21	9	25
Santa Luz	3	49	5	52
Canada
Greenstone(4)(5)	—	328	—	348
Total(6)	$133	$458	$171	$540

(1)Sustaining capital expenditures are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.

(2)For the year ended December 31, 2022, non-sustaining capital expenditures for Mesquite excludes $12.1 million for lease payments for haul trucks which are considered a non-sustaining capital addition.

(3)For the year ended December 31, 2022, non-sustaining capital expenditures for Los Filos, Aurizona, Fazenda, RDM, and Santa Luz excludes $0.5 million, $5.1 million, $3.2 million, $2.1 million, and $6.1 million, respectively, of exploration costs expensed.

(4)Non-sustaining capital expenditures at Greenstone reflects the Company’s 60% ownership of the project.

(5)For the year ended December 31, 2022, non-sustaining capital expenditures at Greenstone excludes capitalized interest of $12.9 million.

(6)For the year ended December 31, 2022, sustaining capital expenditures excludes Mercedes sustaining capital of $6.9 million and non-sustaining capital of $0.4 million incurred prior to the date of sale.

Mesquite non-sustaining capital expenditures were lower than 2022 Guidance due to the inclusion of $12 million in lease payments which, for 2022 Actuals, were accounted for as a capital expenditure when the lease was entered into in a prior year. Additionally, non-sustaining capital expenditure for the leach pad was deferred. Los Filos sustaining and non-sustaining capital expenditures were lower than 2022 Guidance. Sustaining capital expenditures were lower mainly due to less capitalized stripping as Guadalupe open pit over reconciled on ore tonnes, changing the ore to waste ratio and decreasing the waste tonnes capitalized. In addition, Los Filos underground development and processing equipment capital expenditures were less than planned due to production inefficiencies, which affected timing of spend. Non-sustaining capital expenditure was lower as Bermejal underground development was slower than planned. Aurizona non-sustaining capital expenditures are lower than 2022 Guidance as guidance included some costs which, for 2022 Actuals, were accounted for as operating expenditures. Fazenda non-sustaining capital expenditures were lower as less expansionary underground development was performed than planned.

10

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

2023 GUIDANCE AND OUTLOOK

For 2023, the Company expects to produce 555,000 to 625,000 ounces of gold. The midpoint of 2023 guidance of 590,000 ounces represents an increase of more than 71,000 ounces compared to normalized 2022 gold production of 519,000 ounces (calculated by deducting 13,631 ounces of production from Mercedes, which the Company no longer owns). Cash costs for 2023 are estimated at $1,355 to $1,460 per oz, with AISC of $1,575 to $1,695 per oz.

Cash costs for 2023 are forecast to be similar to 2022 and reflect management’s expectation that inflation has largely plateaued, but input costs are expected to remain high throughout 2023. In addition, management expects relative stability in the Brazilian and Mexican currency exchange rates against the US dollar. Relative to many other countries’ currencies, the Brazilian Réal (“BRL”) and Mexican Peso (“MXN”) were top performers against the USD in 2021 and 2022.

Sustaining expenditures in 2023 of $137 million includes investing: (i) $38 million in capitalized stripping programs, with the largest investments at Los Filos and Aurizona, (ii) $25 million in refurbishing equipment, most of which relates to the Los Filos open pit and underground fleets and processing equipment, and (iii) $37 million for TSF lifts at all four Brazilian operations.

Production is expected to grow each quarter through 2023 and costs are expected to decrease accordingly. Approximately 55% of gold production and 85% of operating cash flow is weighted into the second half of the year. Assuming the Company achieves the mid-points of cost guidance, cash costs per oz in the first half of 2023 are expected to be $1,460 per oz, decreasing to $1,360 per oz in the second half of the year. Likewise, AISC in the first half of 2023 are expected to be $1,755 per oz, decreasing to $1,530 per oz in the second half of the year.

The Company’s primary development focus for 2023 continues to be construction at Greenstone, with Equinox Gold’s 60% share of construction capital in 2023 forecast at $277 million. In addition, the Company expects to spend $8 million on Castle Mountain phase two optimization, engineering and permitting, and $8 million on Fazenda underground development and exploration.

	Production (oz)	Cash Costs ($/oz)(1)(2)	AISC ($/oz)(1)(2)	Sustaining expenditures (M$)(3)	Non-sustaining expenditures (M$)(4)
USA
Mesquite	80,000 - 90,000	$1,345 - $1,410	$1,415 - $1,480	$5	$16
Castle Mountain	25,000 - 30,000	$1,765 - $1,850	$1,865 - $1,950	$2	$11
Mexico
Los Filos	160,000 - 180,000	$1,460 - $1,620	$1,680 - $1,865	$40	$—
Brazil
Aurizona	120,000 - 130,000	$1,065 - $1,130	$1,410 - $1,500	$45	$6
Fazenda	60,000 - 65,000	$1,170 - $1,210	$1,390 - $1,430	$14	$12
Santa Luz	60,000 - 70,000	$1,535 - $1,695	$1,775 - $1,950	$17	$2
RDM	50,000 - 60,000	$1,460 - $1,620	$1,685 - $1,870	$13	$—
Canada
Greenstone	—	—	—	$—	$277
Total(5)	555,000 - 625,000	$1,355 - $1,460	$1,575 - $1,695	$137	$324

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

(2)Exchange rates used to forecast 2023 cash cost and AISC per oz include a rate of BRL 5:00 to USD 1 and MXN 19.0 to USD 1.

(3)Sustaining expenditures include asset retirement obligation, amortization, accretion, sustaining exploration expense and sustaining capital expenditures. Sustaining expenditures includes $127 million of sustaining capital expenditures. Sustaining capital expenditure is a non-IFRS measure. See Non-IFRS Measures and Cautionary Notes.

(4)Non-sustaining expenditures include non-sustaining exploration expense and non-sustaining capital expenditures. Non-sustaining expenditures includes $300 million of non-sustaining capital expenditures.

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

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

11

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

OPERATIONS

Mesquite Gold Mine, California, USA

Mesquite is an open pit, run-of-mine (“ROM”) heap leach gold mine located in Imperial County, California, approximately 200 miles south of Castle Mountain. Mesquite has been in production since 1986 and was acquired by Equinox Gold in Q4 2018. In July 2022, Mesquite poured its five millionth ounce of gold.

Operating and financial results for the three months and year ended December 31, 2022

		Three months ended			Year ended
Operating data	Unit	December 31, 2022	September 30, 2022	December 31, 2021	December 31, 2022	December 31, 2021
Ore mined and stacked on leach pad	kt	1,195	2,691	3,175	12,076	9,740
Waste mined	kt	13,452	12,123	11,679	46,454	49,863
Open pit strip ratio	w:o	11.26	4.51	3.68	3.85	5.12
Average gold grade stacked to leach pad	g/t	0.20	0.47	0.44	0.42	0.42
Gold produced	oz	27,447	44,953	66,870	123,965	137,467
Gold sold	oz	27,723	44,711	68,377	123,998	138,289
Financial data
Revenue	M$	48.4	76.7	122.8	220.5	249.0
Cash costs(1)(2)	M$	28.2	41.2	65.7	121.3	134.7
Sustaining capital(1)	M$	12.3	15.6	3.2	36.0	46.3
Reclamation expenses	M$	—	1.0	1.2	2.0	2.6
Total AISC(1)	M$	40.5	57.8	70.1	159.3	183.6
AISC contribution margin(1)	M$	7.8	18.9	52.8	61.2	65.5
Non-sustaining expenditures	M$	3.0	5.3	6.2	18.0	19.4
Mine free cash flow(1)(2)	M$	4.8	13.6	46.6	43.2	46.1
Unit analysis
Realized gold price per oz sold	$/oz	1,743	1,714	1,795	1,777	1,801
Cash costs per oz sold(1)	$/oz	1,018	921	960	978	974
AISC per oz sold(1)	$/oz	1,462	1,292	1,023	1,285	1,327
Mining cost per tonne mined	$/t	1.27	1.54	1.53	1.48	1.47
Processing cost per tonne processed	$/t	8.31	4.47	3.75	3.47	4.32
G&A cost per tonne processed	$/t	3.55	1.11	1.43	1.24	1.61

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

(2)Cash costs and mine free cash flow do not include the impact of fair value adjustments on acquired inventories of $(2.4) million and $1.5 million for the three months and year ended December 31, 2022, respectively.

Q4 and 2022 Analysis

Production

During Q4 2022, Mesquite produced 27,447 ounces of gold (Q4 2021 - 66,870 ounces) at an AISC of $1,462 per oz (Q4 2021 - $1,023 per oz). The Company sold 27,723 ounces (Q4 2021 - 68,377 ounces) at an average realized gold price of $1,743 per oz (Q4 2021 - $1,795 per oz), recognizing revenue of $48.4 million (Q4 2021 - $122.8 million) for the Quarter.

Production was lower in the three months and year ended December 31, 2022 compared to the comparative periods in 2021 due to mine sequencing, with fewer ounces added to the leach pad in Q4 2022 and less inventory drawdown from the leach pad during 2022.

Mining during the Quarter moved much more waste, with a strip ratio three times higher than the comparable quarter in 2021. The Company continued stripping phase 3 of the Brownie and Vista East pits to provide ore for 2023. Waste hauls are shorter and less energy intensive than ore hauls; as a result, mining unit costs were lower in Q4 2022 compared to Q4 2021. Process unit costs were higher in Q4 2022 despite a 17% decrease in total processing costs as fewer new ore tonnes were processed compared to Q4 2021. Mining unit costs for the year ended December 31, 2022 were consistent compared to the year ended December 31, 2021, while processing unit costs were lower reflecting the 24% increase in ore tonnes placed in 2022.

12

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

AISC per oz sold increased in Q4 2022 compared to Q4 2021 primarily due to gold sales in 2021 being skewed to the end of the year, with the fourth quarter accounting for 49% of gold sold in 2021 and only 22% of gold sold in 2022. AISC per oz sold decreased for the year ended December 31, 2022 compared to 2021 primarily due to a decrease in the amount of capitalized stripping and other capital projects.

For production, Mesquite achieved 2022 Guidance, with total production of 123,965 ounces compared to production guidance of 120,000 to 130,000 ounces of gold. For costs, Mesquite also achieved 2022 Guidance with cash costs of $978 per oz compared to guidance of $1,010 to $1,050 per oz and AISC of $1,285 per oz compared to guidance of $1,270 to $1,310 per oz, driven by lower sustaining capital spend compared to guidance and ounces sold being in line with guidance.

Exploration and development

Planned exploration drilling was completed by the end of Q3 2022. A total of 19,676 metres (“m”) of reverse circulation (“RC”) drilling was carried out in 2022, including infill programs at the Vista East (643 m), Vista West (5,092 m), and Rainbow (3,323 m) deposits and a step-out drill program at the Brownie deposit (10,649 m). Exploration expenditures at Mesquite werenilfor the Quarter and$5.6 millionfor the year ended December 31, 2022.

Sustaining capital for the three months and year ended December 31, 2022 was $12.3 million and $36.0 million, respectively, primarily related to stripping of the Vista East pit and phase 3 of the Brownie pit. Sustaining capital in 2022 related primarily to stripping of the Brownie pit. Non-sustaining expenditures for the three months and year ended December 31, 2022 were $3.0 million and $18.0 million, respectively. Expenditures in the first half of 2022 related primarily to lease payments for new haul trucks and exploration drilling at Vista East and Vista West, and in the second half of 2022 related to lease payments for new haul trucks and exploration drilling at Brownie West.

Outlook

To reduce costs in the current inflationary environment, mining at Mesquite in 2023 has pivoted to a small pit approach to reduce waste stripping, with ore being mined from Brownie phase 3 and Vista East 3. While this will reduce ounces produced in 2023, efforts to establish additional Mineral Reserves through exploration and resource drilling will continue and the Company will also continue the permitting required to enable mine life extensions beyond 2023.

Mesquite production for 2023 is estimated at 80,000 to 90,000 ounces of gold, with approximately 60% of production expected in the second half of the year. Cash costs are estimated at $1,345 to $1,410 per oz and AISC at $1,415 to $1,480 per oz. Sustaining expenditures of $5 million primarily relate to deferred stripping. Non-sustaining expenditures primarily relate to exploration and ongoing permitting for drilling, additional areas to mine, and leach pad expansion.

13

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

Castle Mountain Gold Mine, California, USA

Castle Mountain is an open-pit heap leach gold mine located in San Bernardino County, California, approximately 200 miles north of Mesquite. Under a previous owner, Castle Mountain produced more than 1.3 million ounces of gold from 1992 to 2004, when production ceased due to low gold prices. Equinox Gold acquired Castle Mountain in December 2017 and commenced Phase 1 operations in Q4 2020. In 2021 Equinox Gold completed a feasibility study for a Phase 2 expansion that is expected to increase average production to more than 200,000 ounces of gold annually. In March 2022, the Company applied to amend existing permits to accommodate the Phase 2 expansion, as described in Development Projects.

Operating and financial results for the three months and year ended December 31, 2022

		Three months ended			Year ended
Operating data	Unit	December 31, 2022	September 30, 2022	December 31, 2021	December 31, 2022	December 31, 2021
Ore mined and stacked to leach pad	kt	979	1,368	987	4,560	4,710
Waste mined	kt	585	298	408	1,511	1,149
Open pit strip ratio	w:o	0.60	0.22	0.41	0.33	0.24
Average gold grade stacked to leach pad	g/t	0.35	0.33	0.28	0.33	0.36
Gold produced	oz	6,124	5,093	8,357	23,227	25,270
Gold sold	oz	6,112	5,093	8,947	23,227	25,671
Financial data
Revenue	M$	10.7	8.8	16.1	41.9	46.0
Cash costs(1)	M$	8.3	6.6	8.2	28.3	22.7
Sustaining capital(1)	M$	0.4	0.5	8.6	11.0	13.9
Reclamation expenses	M$	0.1	0.0	0.0	0.2	0.1
Total AISC(1)	M$	8.8	7.1	16.8	39.5	36.7
AISC contribution margin(1)	M$	1.9	1.6	(0.8)	2.4	9.3
Non-sustaining expenditures	M$	1.6	0.6	2.0	5.2	7.8
Mine free cash flow(1)	M$	0.3	1.0	(2.8)	(2.8)	1.5
Unit analysis
Realized gold price per oz sold	$/oz	1,743	1,726	1,795	1,801	1,793
Cash costs per oz sold(1)	$/oz	1,351	1,304	918	1,217	883
AISC per oz sold(1)	$/oz	1,428	1,410	1,881	1,699	1,429
Mining cost per tonne mined	$/t	3.38	3.57	3.31	3.53	3.15
Processing cost per tonne processed	$/t	5.34	4.59	2.89	4.32	1.95
G&A cost per tonne processed	$/t	1.58	1.66	2.28	1.82	1.39

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

Q4 and 2022 Analysis

Production

During Q4 2022, Castle Mountain produced 6,124 ounces of gold (Q4 2021 - 8,357 ounces) at an AISC of $1,428 per oz (Q4 2021 - $1,881 per oz). The Company sold 6,112 ounces (Q4 2021 - 8,947 ounces) of gold at an average realized price of $1,743 per oz (Q4 2021 - $1,795 per oz), recognizing revenue of $10.7 million (Q4 2021 - $16.1 million) for the Quarter.

Production was lower in the three months and year ended December 31, 2022 compared to the comparative periods in 2021. The decrease in production for Q4 2022 compared to Q4 2021 reflects lower overall tonnes stacked and under leach in prior quarters and the long leach cycle times associated with the ROM ore that had been placed on the leach pad. Crushing and agglomeration of a portion of the ore commenced in late Q2 2022 and the proportion of crushed ore under leach will gradually increase as new cells are stacked and less ROM ore is under leach. The decrease in production for the year ended December 31, 2022 compared to 2021 reflects lower grades of ore stacked to the leach pad.

Higher mining unit costs for the three months and year ended December 31, 2022 compared to 2021 reflect higher average diesel prices for 2022. Process unit costs also increased in the three months and year ended December 31, 2022 compared to 2021 reflecting additional costs associated with converting the processing method to crush and agglomeration, which commenced at the end of Q2 2022.

14

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

AISC per oz sold decreased in Q4 2022 compared to Q4 2021 as the prior year had elevated sustaining capital spend due to leach pad construction. AISC per oz sold increased for the year ended December 31, 2022, however, compared to the comparative period in 2021, primarily due to a delay in ramp-up of the crushing circuit.

For production, Castle Mountain did not achieve 2022 Guidance, with total production of 23,227 ounces compared to production guidance of 25,000 to 35,000 ounces of gold. Costs at Castle Mountain were higher than 2022 Guidance, with cash costs of $1,217 per oz compared to guidance of $1,130 to $1,160 per oz and AISC of $1,699 per oz compared to guidance of $1,550 to $1,620 per oz, driven by the lower ounces sold.

Exploration and development

No exploration drilling occurred at Castle Mountain during the Quarter. Exploration for the year included 7,919 m of RC drilling at the South Dump and 1,448 m of RC drilling testing the north side of the South Dome area. Exploration expenditures at Castle Mountain totaled $0.3 million during the Quarter and $2.2 million for the year ended December 31, 2022.

Sustaining capital expenditures for the three months and year ended December 31, 2022 were $0.4 million and $11.0 million, respectively, primarily related to completion of the leach pad expansion and crushing improvements. Non-sustaining capital expenditures for the three months and year ended December 31, 2022 were $1.6 million and $5.2 million, respectively, primarily related to Phase 2 permitting and optimization.

Outlook

Castle Mountain production for 2023 is estimated at 25,000 to 30,000 ounces of gold with cash costs of $1,765 to $1,850 per oz and AISC of $1,865 to $1,950 per oz.

Costs at Castle Mountain are expected to remain elevated as a result of the transition to crushing and agglomerating all ore to increase ore permeability and gold production. A portion of the ore under leach continues to be ROM but will gradually transition to all crushed as crusher throughput is improved. Sustaining expenditures at Castle Mountain in 2023 include $2 million of sustaining capital for a variety of equipment upgrades.

Non-sustaining expenditures of $11 million at Castle Mountain in 2023 include $8 million for Phase 2 optimization studies, metallurgical test work and permitting progress monitoring (the Phase 2 permit amendment was submitted in March 2022), and $1 million for exploration.

15

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

Los Filos Gold Mine, Guerrero, Mexico

Los Filos is located in Guerrero State, Mexico, and commenced production in 2008. Operations during 2022 comprised three open pits (Los Filos, Bermejal and Guadalupe) and two underground mines (Los Filos and Bermejal). Ore from the various deposits is currently processed by heap leaching.

Operating and financial results for the three months and year ended December 31, 2022

		Three months ended			Year ended
Operating data	Unit	December 31, 2022	September 30, 2022	December 31, 2021	December 31, 2022	December 31, 2021
Ore mined - open pit	kt	3,924	1,606	3,423	8,258	7,090
Waste mined - open pit	kt	9,083	13,445	11,036	50,361	38,027
Open pit strip ratio	w:o	2.31	8.37	3.22	6.10	5.36
Average open pit gold grade	g/t	0.87	0.57	0.77	0.78	0.71
Ore mined - underground	kt	134	138	162	561	519
Average underground gold grade	g/t	3.09	3.05	3.11	3.04	3.23
Tonnes processed	kt	4,018	1,773	3,596	8,854	8,663
Ore re-handled for secondary leaching	kt	—	—	—	—	2,312
Gold produced	oz	40,003	23,121	54,733	133,723	144,096
Gold sold	oz	39,290	22,677	55,144	132,172	143,809
Financial data
Revenue	M$	68.2	38.8	98.8	238.0	257.2
Cash costs(1)	M$	54.7	70.4	72.3	252.9	226.6
Sustaining capital(1)	M$	5.3	8.1	5.3	20.7	21.5
Reclamation expenses	M$	0.6	0.8	1.4	2.8	4.0
Total AISC(1)	M$	60.7	79.3	79.0	276.3	252.1
AISC contribution margin(1)	M$	7.6	(40.5)	19.7	(38.3)	5.1
Care and maintenance	M$	—	—	—	—	12.6
Non-sustaining expenditures	M$	3.9	9.0	10.2	42.5	59.6
Mine free cash flow(1)	M$	3.7	(49.5)	9.5	(80.8)	(67.1)
Unit analysis
Realized gold price per oz sold	$/oz	1,733	1,706	1,787	1,793	1,783
Cash costs per oz sold(1)	$/oz	1,393	3,105	1,311	1,913	1,575
AISC per oz sold(1)	$/oz	1,544	3,499	1,433	2,090	1,753
Mining cost per tonne mined - open pit	$/t	1.96	1.72	1.50	1.73	1.45
Mining cost per tonne mined - underground	$/t	117.88	119.94	82.07	111.42	86.73
Processing cost per tonne processed	$/t	5.52	11.80	6.05	9.05	7.02
G&A cost per tonne processed	$/t	1.67	4.19	1.70	3.32	1.97

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

Q4 and 2022 Analysis

Production

During Q4 2022, Los Filos produced 40,003 ounces of gold (Q4 2021 - 54,733 ounces) at an AISC of $1,544 per oz (Q4 2021 - $1,433 per oz). The Company sold 39,290 ounces (Q4 2021 - 55,144 ounces) at an average realized price of $1,733 per oz (Q4 2021 - $1,787 per oz), recognizing revenue of $68.2 million (Q4 2021 - $98.8 million) for the Quarter.

Production decreased for the three months and year ended December 31, 2022 compared to the comparative periods in 2021, impacted primarily by a shortage of explosives due to union strikes at a supplier, which reduced the amount of open pit and underground material moved and delayed ounces being delivered to the leach pad. While Q4 2022 saw 65,163 recoverable ounces delivered to the leach pad, it takes approximately 90 days for placed ounces to be recovered and only 40,003 ounces were produced during the Quarter. In addition, some of the ore had higher copper content and therefore, experienced a prolonged recovery period. As such, the balance of ounces placed in Q4 2022 are expected to be produced in Q1 2023.

16

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

Open pit mining unit costs increased for both the three months and year ended December 2022 compared to 2021 due primarily to increased diesel cost, more diesel usage due to longer hauls and increased maintenance spend. Underground mining unit costs in 2022 increased compared to prior periods as Bermejal development had become the major underground focus and mining unit costs at Bermejal are higher than for the Los Filos underground due to the nature of the ground conditions and also lower productivity due to having fewer working areas and the need for additional development. Processing unit costs in Q4 2022 decreased compared to Q4 2021 due to higher ore tonnes processed. Processing unit costs for the year ended December 31, 2022 increased compared to 2021 due to higher cyanide prices. In addition, rehandled material has a lower unit processing cost, but there was no rehandled material processed during 2022, compared to 2.3 million tonnes processed during 2021.

AISC per oz sold for the three months and year ended December 31, 2022 were higher than the comparative periods in 2021, reflecting higher costs of mining in the Guadalupe open pit and the impact of inflationary pressures on consumables, all of which contributed to a $43.1 million write-down of inventories to net realizable value (“NRV”) through September 30, 2022.

For production, Los Filos did not achieve 2022 Guidance, with total production of 133,723 ounces compared to production guidance of 155,000 to 170,000 ounces of gold. Costs at Los Filos were higher than 2022 Guidance, with cash costs of $1,913 per oz compared to guidance of $1,620 to $1,670 per oz and AISC of $2,090 per oz compared to guidance of $1,800 to $1,840 per oz, driven by the lower ounces sold.

Exploration and development

Exploration expenditures during Q4 2022 included a single 581 m core hole that tested Bermejal Underground Zone 5. Exploration drilling in 2022 totaled 15,860 m and, in addition to the Bermejal Underground Zone 5 test, included 12,774 m of infill RC drilling focused on the Guadalupe open pit, 602 m of infill RC drilling in the Los Filos open pit, and 1,903 m of step-out core drilling in the Los Filos underground. Exploration expenditures for the Quarter totaled $0.8 million and for the year ended December 31, 2022 totaled $4.1 million.

Sustaining capital expenditures for the three months and year ended December 31, 2022 were $5.3 million and $20.7 million, respectively, primarily related to Guadalupe capitalized stripping and Los Filos underground development. Non-sustaining capital expenditures for the three months and year ended December 31, 2022 were $3.9 million and $42.5 million, respectively, primarily related to capitalized stripping in the Los Filos open pit, Bermejal underground development costs and equipment rebuilds to increase mining capacity.

Outlook

Los Filos production for 2023 is estimated at 160,000 to 180,000 ounces of gold. Cost guidance for 2023 is estimated at cash costs of $1,460 to $1,620 per oz with AISC of $1,680 to $1,865 per oz.

Primary ore sources for 2023 will be the Guadalupe and Los Filos open pits and the Los Filos North underground, with 80% of 2023 gold production coming from ore sourced from the open pits. Bermejal underground development has been slower and more costly than expected, in part due to blockades and disruptions and also due to productivity issues and increased costs. Bermejal underground will be suspended in February 2023 to defer development capital until Greenstone construction is complete, and to allow time to work on plans to improve productivity and reduce costs.

Sustaining expenditures at Los Filos of $40 million in 2023 include $12 million for Guadalupe open-pit stripping, $12 million for Los Filos North underground development, $10 million of open pit and underground mine equipment refurbishments and replacements, and $3 million of exploration.

There are no non-sustaining expenditures forecast for Los Filos in 2023.

The Company will continue to review the timing of construction of a new CIL plant to operate concurrently with the existing heap leach operation, which could increase production and lower costs, but does not expect to make a construction decision until the majority of Greenstone expenditures are complete, operating inefficiencies are addressed and the Company feels it has reached long-term stability with local communities that will allow operations to continue without interruption.

17

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

Aurizona Gold Mine, Maranhão, Brazil

Aurizona is an open pit gold mine located in northeastern Brazil. Aurizona commenced production in July 2019 and mining is currently from the Piaba and Piaba East open pits with ore being processed in a CIL process plant. The Company is advancing permitting and a feasibility study related to an expansion that is expected to extend the mine life and increase annual gold production with development of an underground mine and satellite open pit deposits that would operate concurrently with the existing open pit mine.

Operating and financial results for the three months and year ended December 31, 2022

		Three months ended			Year ended
Operating data	Unit	December 31, 2022	September 30, 2022	December 31, 2021	December 31, 2022	December 31, 2021
Ore mined	kt	1,231	940	1,029	3,222	3,180
Waste mined	kt	7,024	5,650	7,727	20,578	20,442
Open pit strip ratio	w:o	5.71	6.01	7.51	6.39	6.43
Tonnes processed	kt	770	827	922	3,167	3,383
Average gold grade processed	g/t	1.47	1.10	1.51	1.09	1.35
Recovery	%	92.5	91.3	91.9	91.8	91.2
Gold produced	oz	33,810	25,709	41,258	102,368	134,961
Gold sold	oz	33,244	25,507	41,819	102,282	135,061
Financial data
Revenue	M$	57.6	43.9	75.1	183.3	242.6
Cash costs(1)	M$	26.3	25.9	31.0	108.0	105.9
Sustaining capital(1)	M$	18.1	11.5	12.3	44.6	26.7
Reclamation expenses	M$	0.3	0.3	0.3	1.1	1.3
Total AISC(1)	M$	44.7	37.7	43.6	153.7	133.9
AISC contribution margin(1)	M$	13.0	6.2	31.5	29.6	108.8
Non-sustaining expenditures	M$	3.5	2.1	5.3	7.4	9.3
Mine free cash flow(1)	M$	9.5	4.1	26.2	22.2	99.5
Unit analysis
Realized gold price per oz sold	$/oz	1,731	1,719	1,797	1,790	1,796
Cash costs per oz sold(1)	$/oz	790	1,015	742	1,056	784
AISC per oz sold(1)	$/oz	1,343	1,476	1,044	1,503	991
Mining cost per tonne mined	$/t	2.25	2.44	2.26	2.47	2.17
Processing cost per tonne processed	$/t	13.01	11.37	9.19	12.43	9.65
G&A cost per tonne processed	$/t	4.60	3.64	4.06	4.39	4.12

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

Q4 and 2022 Analysis

Production

During Q4 2022, Aurizona produced 33,810 ounces of gold (Q4 2021 - 41,258 ounces) at an AISC of $1,343 per oz (Q4 2021 - $1,044 per oz). The Company sold 33,244 ounces (Q4 2021 - 41,819 ounces) at an average realized gold price of $1,731 per oz (Q4 2021 - $1,797 per oz), recognizing revenue of $57.6 million (Q4 2021 - $75.1 million) for the Quarter.

Production was lower in the three months and year ended December 31, 2022 compared to the same periods in 2021 due to an abnormally long rainy season that continued into Q3 2022, limiting access to higher-grade ore in lower benches of the main pit and increasing reliance on lower-grade stockpiles for processing.

18

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

Mining unit costs were higher for the year ended December 31, 2022 compared to 2021 but comparable for the fourth quarters of each year, reflecting higher average diesel prices in 2022 that trended lower in Q4 2022. Processing unit costs were higher for the three months and year ended December 31, 2022 compared to the same periods in 2021 due to higher power costs, increased costs for cyanide and grinding media, and increased maintenance costs.

AISC per oz sold for the three months and year ended December 31, 2022 were higher than the comparative periods in 2021, primarily reflecting lower gold sales and the impact of inflationary pressures on consumables.

For production, Aurizona did not achieve 2022 Guidance, with total production of 102,368 ounces compared to production guidance of 120,000 to 130,000 ounces of gold. Costs at Aurizona were higher than 2022 Guidance, with cash costs of $1,056 per oz compared to guidance of $900 to $940 per oz and AISC of $1,503 per oz compared to guidance of $1,370 to $1,410 per oz, reflecting the lower ounces sold.

Exploration and development

Exploration drilling activities at Aurizona during the Quarter included 5,058 m of core drilling and 8,713 m of RC drilling focused on both near-mine and regional targets. Near-mine exploration was focused along the Piaba Trend and included 2,848 m of core drilling and 7,321 m of RC drilling. Exploration expenditures at Aurizona during the Quarter totaled $2.4 million.

During 2022, a total of 29,326 m was drilled, including 11,281 m of core drilling and 17,505 m of RC drilling. Five deep core drill holes (3,043 m) were completed in the main Piaba deposit. The majority of drilling (15,623 m) focused on near-mine targets covering the extent of the Piaba Trend and included 4,460 m of core drilling and 11,164 m of RC drilling. The Company completed 4,319 m of core drilling and 6,341 m of RC drilling on regional targets during the year. Exploration expenditures for the year totaled $5.2 million.

Sustaining capital expenditures for the three months and year ended December 31, 2022 were $18.1 million and $44.6 million, respectively, primarily related to capitalized stripping, construction of a new TSF and preparation for installation of a pebble crusher. Non-sustaining capital expenditures for the three months and year ended December, 2022 were $3.5 million and $7.4 million, respectively, primarily related to costs for the underground feasibility study and land acquisitions.

Outlook

Aurizona production for 2023 is estimated at 120,000 to 130,000 ounces of gold with cash costs of $1,065 to $1,130 per oz and AISC of $1,410 to $1,500 per oz.

Sustaining expenditures at Aurizona of $45 million in 2023 include $18 million in capitalized waste stripping and $15 million for TSF expansions. Sustaining expenditures also include $1 million to complete installation of a pebble crusher, which will help maintain plant processing capacity as the percentage of fresh rock ore feed increases.

Non-sustaining expenditures at Aurizona of $6 million in 2023 primarily relate to land acquisitions and exploration.

The Company plans to continue to advance the underground Aurizona expansion during 2023, including issuing a feasibility study mid-year and potentially establishing a portal and commencing development of an exploration ramp at the west end of the Piaba open pit in late 2023. Underground portal development is not included in 2023 cost guidance for Aurizona, since the construction decision is dependent on the results of the feasibility study.

19

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

Fazenda Gold Mine, Bahia, Brazil

Fazenda is located in Bahia State, Brazil and has been in operation since 1984. Fazenda is primarily an underground operation complemented with production from several small open pits.

Operating and financial results for the three months and year ended December 31, 2022

		Three months ended			Year ended
Operating data	Unit	December 31, 2022	September 30, 2022	December 31, 2021	December 31, 2022	December 31, 2021
Ore mined - open pit	kt	198	145	109	566	208
Waste mined - open pit	kt	1,193	712	949	3,401	1,946
Open pit strip ratio	w:o	6.03	4.90	8.73	6.01	9.34
Average open pit gold grade	g/t	1.78	1.46	1.51	1.60	1.39
Ore mined - underground	kt	211	290	283	979	1,177
Average underground gold grade	g/t	1.73	1.42	1.43	1.44	1.53
Ore mined - total	kt	409	436	391	1,545	1,385
Tonnes processed	kt	383	375	351	1,426	1,367
Average gold grade processed	g/t	1.82	1.56	1.43	1.58	1.52
Recovery	%	92.9	91.3	90.9	91.7	90.5
Gold produced	oz	20,304	17,234	14,499	65,641	60,401
Gold sold	oz	20,122	17,057	14,279	65,488	60,269
Financial data
Revenue	M$	34.8	29.0	25.6	116.4	107.9
Cash costs(1)	M$	19.1	18.1	13.8	68.5	52.7
Sustaining capital(1)	M$	0.6	2.1	4.7	9.0	14.5
Reclamation expenses	M$	0.6	0.3	1.8	2.0	2.6
Total AISC(1)	M$	20.3	20.5	20.3	79.5	69.8
AISC contribution margin(1)	M$	14.5	8.4	5.3	36.8	38.1
Non-sustaining expenditures	M$	5.1	1.6	0.8	7.6	5.5
Mine free cash flow(1)	M$	9.4	6.8	4.5	29.2	32.6
Unit analysis
Realized gold price per oz sold	$/oz	1,725	1,695	1,792	1,775	1,791
Cash costs per oz sold(1)	$/oz	948	1,062	963	1,047	875
AISC per oz sold(1)	$/oz	1,005	1,207	1,419	1,215	1,159
Mining cost per tonne mined - open pit	$/t	2.23	2.28	1.48	2.09	1.50
Mining cost per tonne mined - underground	$/t	31.88	25.70	20.35	27.61	19.95
Processing cost per tonne processed	$/t	13.41	12.32	11.34	13.70	11.25
G&A cost per tonne processed	$/t	5.81	4.97	5.17	5.26	4.97

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

Q4 and 2022 Analysis

Production

During Q4 2022, Fazenda produced 20,304 ounces of gold (Q4 2021 - 14,499 ounces) at an AISC of $1,005 per oz (Q4 2021 - $1,419 per oz). The Company sold 20,122 ounces (Q4 2021 - 14,279 ounces) at an average realized price of $1,725 per oz (Q4 2021 - $1,792 per oz), recognizing revenue of $34.8 million (Q4 2021 - $25.6 million) for the Quarter.

Production increased in the three months and year ended December 31, 2022 compared to the same periods in 2021 due to the impact of higher grades and volumes mined from the open pit offsetting lower volumes and grades mined from underground ore sources.

20

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

Open pit mining unit costs were higher for the three months and year ended December 31, 2022 compared to the comparative periods in 2021 as input prices continued to increase and ore haul distances increased. Underground mining unit costs were higher for the three months and year ended December 31, 2022 compared to the comparative periods in 2021 as input prices continued to increase, maintenance and service costs were higher, and underground tonnes mined were lower. Processing unit costs were higher for the three months and year ended December 31, 2022 compared to the comparative periods in 2021 as prices for cyanide, grinding media and other reagents increased. AISC per oz sold was lower in Q4 2022 compared to Q4 2021, largely reflecting higher ounces sold. Conversely, AISC per oz sold was higher for the year ended December 31, 2022 compared to the comparative period in 2021, as the impact of higher ounces sold was more than offset by the impact of higher input prices.

For production, Fazenda exceeded the upper end of 2022 Guidance, with total production of 65,641 ounces compared to production guidance of 60,000 to 65,000 ounces of gold. Costs at Fazenda were lower than 2022 Guidance, with cash costs of $1,047 per oz compared to guidance of $1,050 to $1,080 per oz and AISC of $1,215 per oz compared to guidance of $1,250 to $1,290 per oz, driven by higher production, but offset by higher input prices.

Exploration and development

During Q4 2022, the Company drilled 12,945 m of core focused on Mineral Reserve replacement in the immediate underground mine area, bringing the total to 53,937 m for the year. The 2022 surface exploration program continued and included 3,963 m of RC drilling focused on both western and eastern extents of the mineralized trend, as well as potential extensions of historical open pits within the main mine complex. Total surface exploration drilling for 2022 was 20,465 m, including 1,715 m of core drilling and 18,750 m of RC drilling. Exploration expenditures at Fazenda totaled $3.0 million during the Quarter and $6.9 million for the year.

Sustaining capital expenditures for the three months and year ended December 31, 2022 were $0.6 million and $9.0 million, respectively, primarily related to underground development. Non-sustaining capital expenditures for the three months and year ended December 31, 2022 were $5.1 million and $7.6 million, respectively, primarily related to underground development.

Outlook

Fazenda’s production for 2023 is estimated at 60,000 to 65,000 ounces of gold, with cash costs estimated at $1,170 to $1,210 per oz and AISC estimated at $1,390 to $1,430 per oz.

Sustaining expenditures at Fazenda of $14 million in 2023 primarily relate to $3 million for underground development, $2 million for open-pit waste stripping, $4 million for a TSF raise, and $3 million for fleet and plant refurbishment. Non-sustaining expenditures of $12 million include $3 million for underground development and $4 million for exploration.

21

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RDM Gold Mine, Minas Gerais, Brazil    

RDM is located in Minas Gerais State, Brazil and commenced production in early 2014 as a conventional open-pit operation.

Operating and financial results for the three months and year ended December 31, 2022

		Three months ended			Year ended
Operating data	Unit	December 31, 2022	September 30, 2022	December 31, 2021	December 31, 2022	December 31, 2021
Ore mined	kt	38	14	346	278	1,768
Waste mined	kt	404	229	3,829	8,916	22,837
Open pit strip ratio	w:o	10.51	16.65	11.06	32.05	12.92
Ore rehandled	kt	440	800	0	1,967	0
Tonnes processed	kt	549	731	713	2,192	2,835
Average gold grade processed	g/t	0.47	0.52	0.68	0.50	0.74
Recovery	%	84.7	86.5	87.6	86.3	86.7
Gold produced	oz	8,071	10,321	13,362	32,139	58,829
Gold sold	oz	8,216	10,231	13,424	32,433	59,074
Financial data
Revenue	M$	14.3	17.5	24.0	58.1	105.8
Cash costs(1)	M$	9.1	13.1	18.6	46.0	72.2
Sustaining capital(1)	M$	3.1	3.2	3.6	7.8	10.1
Reclamation expenses	M$	0.2	0.2	0.5	0.7	1.1
Total AISC(1)	M$	12.4	16.5	22.7	54.5	83.4
AISC contribution margin(1)	M$	2.0	1.0	1.3	3.6	22.5
Care and maintenance	M$	1.2	2.3	—	8.1	—
Non-sustaining expenditures	M$	—	0.1	4.7	22.7	21.9
Mine free cash flow(1)	M$	0.8	(1.4)	(3.4)	(27.2)	0.6
Unit analysis
Realized gold price per oz sold	$/oz	1,731	1,707	1,789	1,782	1,791
Cash costs per oz sold(1)	$/oz	1,104	1,285	1,386	1,418	1,222
AISC per oz sold(1)	$/oz	1,499	1,617	1,689	1,681	1,410
Mining cost per tonne mined	$/t	2.13	2.51	2.73	2.75	2.04
Processing cost per tonne processed	$/t	10.47	10.63	10.65	13.02	10.04
G&A cost per tonne processed	$/t	2.79	2.14	3.12	3.12	2.68

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

Q4 and 2022 Analysis

Production

During Q4 2022, RDM produced 8,071 ounces of gold (Q4 2021 - 13,362 ounces) at an AISC of $1,499 per oz (Q4 2021 - $1,689 per oz). The Company sold 8,216 ounces (Q4 2021 - 13,424 ounces) at an average realized price of $1,731 per oz (Q4 2021 - $1,789 per oz), recognizing revenue of $14.3 million (Q4 2021 - $24.0 million) for the Quarter.

Production was lower in the three months and year ended December 31, 2022 compared to the same periods in 2021 as RDM switched to processing low-grade stockpiles and owner mining to reduce costs, rather than continuing a multi-year waste stripping program with a contract miner.

In early March 2022, RDM pumped water from the TSF to the open pit to comply with new regulatory requirements for water storage in the TSF, which affected access to higher-grade ore in the pit in Q1 2022. From mid-May until mid-July, mining and plant operations were suspended as the result of a delay in the receipt of permits for a scheduled TSF raise. In Q4 2022, production was impacted by a delay in receiving a license to process ore from additional stockpiles.

Mining unit costs were lower in Q4 2022 compared to Q4 2021 as mining was self-performed and mainly involved rehandling of ore stockpiles. Mining unit costs were higher for the year ended December 31, 2022 compared to 2021, however, due to higher diesel prices and several periods of suspended operations during the year. In Q4 2022, 0.9 million tonnes were mined that was mainly rehandled ore, compared to 4.2 million tonnes in Q4 2021 that was mainly in-situ waste.

22

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

Processing unit costs were lower in Q4 2022 compared to Q4 2021 as power costs decreased due to lower-rate power contracts, in addition to lower consumption of cyanide and mill balls. Processing unit costs were higher for the year ended December 31, 2022 compared to 2021, however, due to several periods of suspended operations and prices for cyanide, grinding media and other reagents increasing year over year. Additionally, in Q1 and Q2 2022, there were additional processing costs incurred to manage pumping and evaporation of water.

AISC per oz sold for Q4 2022 was lower than Q4 2021 as the low-grade stockpile processing in Q4 2022 required minimal waste movement compared to the prior period’s multi-year waste stripping campaign. AISC per oz sold for the year ended December 31, 2022 was higher than the comparative period in 2021 due to operational interruptions during the year.

For production, RDM exceeded 2022 Guidance, with total production of 32,139 ounces compared to guidance of 25,000 to 30,000 ounces of gold. Costs at RDM were lower than 2022 Guidance, with cash costs of $1,418 per oz compared to guidance of $1,750 to $1,780 per oz and AISC of $1,681 per oz compared to guidance of $2,000 to $2,060 per oz, driven by higher ounces sold and a strong focus on cost control.

Exploration and development

No exploration drilling occurred at RDM during the Quarter. Exploration in 2022 included 10,190 m of core drilling focused on testing extensions of the main deposit to the north, south and down-dip. Exploration expenditures at RDM were nil during the Quarter and $2.1 million for the year.

Sustaining capital expenditures for the three months and year ended December 31, 2022 were $3.1 million and $7.8 million, respectively, primarily related to the purchase of equipment and machinery to assist with TSF water level management and TSF maintenance. Non-sustaining capital expenditures for the three months and year ended December 31, 2022 were nil and $22.7 million, respectively, primarily related to capitalized waste stripping.

Outlook

The Company resumed mining of in-situ ore using owner-operated equipment in early 2023. RDM production for 2023 is estimated at 50,000 to 60,000 ounces of gold. Cash costs are estimated at $1,460 to $1,620 per oz and AISC is estimated at $1,685 to $1,870 per oz.

Sustaining expenditures at RDM of $13 million in 2023 include $8 million for a TSF raise to increase capacity and $3 million for deferred stripping.

There are no non-sustaining expenditures forecast for RDM in 2023.

23

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

Santa Luz Gold Mine, Bahia, Brazil

Santa Luz is an open pit gold mine located in Bahia State, Brazil. Santa Luz poured first gold on March 30, 2022 and achieved commercial production effective October 1, 2022. The Company continues to work on increasing throughput and improving recoveries at Santa Luz.

		Three months ended			Year ended
Operating data	Unit	December 31, 2022	September 30, 2022	June 30, 2022	December 31, 2022
Ore mined	kt	796	731	178	1,705
Waste mined	kt	3,632	5,349	5,493	16,065
Open pit strip ratio	w:o	4.56	7.32	30.90	9.42
Tonnes processed	kt	594	533	283	1,477
Average gold grade processed	g/t	1.33	1.41	1.12	1.31
Recovery	%	59.8	71.2	68.6	66.4
Gold produced	oz	14,680	17,184	5,551	37,625
Gold sold	oz	14,680	17,756	4,978	37,625
Financial data
Revenue	M$	25.3	30.4	9.1	65.3
Cash costs(1)(2)	M$	37.2	22.3	6.6	66.5
Sustaining capital(1)	M$	3.3	—	—	3.3
Reclamation expenses	M$	0.1	0.1	0.2	0.3
Total AISC(1)	M$	40.6	22.4	6.8	70.1
AISC contribution margin(1)	M$	(15.2)	8.1	2.4	(4.8)
Care and maintenance	M$	—	0.6	—	0.6
Non-sustaining expenditures	M$	1.3	11.6	22.3	56.4
Mine free cash flow(1)(2)	M$	(16.5)	(4.1)	(19.9)	(61.8)
Unit analysis
Realized gold price per oz sold	$/oz	1,721	1,712	1,828	1,732
Cash costs per oz sold(1)	$/oz	2,533	1,254	1,321	1,767
AISC per oz sold(1)	$/oz	2,761	1,259	1,353	1,862
Mining cost per tonne mined	$/t	2.59	1.37	0.68	1.33
Processing cost per tonne processed	$/t	21.74	24.56	15.79	20.88
G&A cost per tonne processed	$/t	3.15	2.06	3.32	2.77

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

(2)Cash costs and mine free cash flow do not include the impact of fair value adjustments on acquired stockpile inventories of $14.6 million and $21.8 million for the three months and year ended December 31, 2022, respectively.

(3)Consolidated cash cost per oz sold and AISC per oz sold for the year ended December 31, 2022 excludes Santa Luz results while the mine was in pre-commercial production up until the achievement of commercial production at the end of Q3 2022.

Q4 and 2022 Analysis

Production

During Q4 2022, Santa Luz produced 14,680 ounces of gold (Q3 2022 - 17,184 ounces) at an AISC of $2,761 per oz (Q3 2022 - $1,259 per oz). The Company sold 14,680 ounces of gold (Q3 2022 - 17,756 ounces) at an average realized price of $1,721 per oz (Q3 2022 - $1,712 per oz), recognizing revenue of $25.3 million (Q3 2022 - $30.4 million) for the Quarter.

Production for the three months and year ended December 31, 2022 was below expectations, reflecting lower-than-expected throughput and recoveries. Santa Luz uses a resin-in-leach process plant to address the high total organic carbon content of the ore and Equinox Gold has successfully achieved higher overall recoveries than achieved by previous operators using activated carbon in a CIL plant. However, volumes processed, grade processed and recoveries are currently at lower levels than expected for the first year of operation, while waste and ore movement is ahead of plan.

24

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

The team continues to build upon its experience to efficiently operate the resin-in-leach plant. However, there were two disruptions during Q4 2022. The first was when high sulphide ore was introduced and had a significant negative impact on gold recovery. The second instance resulted from overdosing of cyanide that negatively impacted resin activity and the resin had to be reactivated. On both occasions, it took several days for the plant to return to expected recoveries. The unfavourable results compared to expectations led to a write-down of inventories to NRV in Q4 2022. The impact of the write-down of inventories to NRV on cash costs and AISC per oz for the three months and year ended December 31, 2022 were approximately $990 per oz and $390 per oz, respectively.

Exploration and development

No exploration drilling occurred at Santa Luz during the Quarter. Exploration drilling in 2022 totaled 28,204 m including 488 m of core drilling and 19,474 m of RC drilling focused on infill and near-mine targets, and 850 m of core and 7,880 m of RC drilling at six regional targets. In addition to the drilling, a regionally extensive 13,700 line-km airborne magnetic and radiometric geophysical survey was completed. Exploration expenditures totaled $0.8 million during the Quarter and $6.1 million for the year.

Sustaining capital expenditures for the three months and year ended December 31, 2022 were $3.3 million and $3.3 million respectively, primarily related to capitalized stripping and construction of a new TSF. Non-sustaining capital expenditures for the three months and year ended December, 2022 were $1.3 million and $56.4 million, respectively, primarily related to construction of the processing plant.

Outlook

The focus at Santa Luz in 2023 is on stabilizing ore feed blend characteristics, attaining steady state plant throughput at design capacity of 2.7 million tonnes per year, and improving recoveries. Expectations are to achieve recoveries of 65% in H1 2023 and 70% or more for H2 2023.

Production at Santa Luz in 2023 is estimated at 60,000 to 70,000 ounces of gold. Cash costs are estimated at $1,535 to $1,695 per oz and AISC is estimated at $1,775 to $1,950 per oz.

Sustaining expenditures at Santa Luz of $17 million in 2023 include $10 million for a TSF raise to increase capacity and $3 million for deferred stripping. The Company also expects to spend $1 million on engineering and installation of a pebble crusher, which is onsite, to aid with increasing plant feed throughput.

Non-sustaining expenditures in 2023 include $2 million for exploration.

25

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

DEVELOPMENT PROJECTS

Greenstone Project, Ontario, Canada

Greenstone is being advanced in a 60/40 partnership between Equinox Gold and Orion Mine Finance Group (“Orion”) through their respective interests in Greenstone Gold Mine GP Inc., which manages the project. The Company acquired a 50% interest in Greenstone in April 2021 with the Premier Acquisition, and subsequently purchased an additional 10% interest from Orion to bring its total interest in the project to 60%. Greenstone will be an open-pit mine with the expectation of producing more than 5 million ounces of gold over an initial 14-year mine life. Gold production for the first five years of operations is estimated at more than 400,000 ounces annually with life-of-mine production expected to average 360,000 ounces annually, with 60% attributable to Equinox Gold.

On October 27, 2021, Equinox Gold announced groundbreaking for full-scale construction of Greenstone with a construction budget of C$1.53 billion (100% basis) ($1.23 billion at a rate of USD:CAD 1.25). Construction is being funded on a pro rata basis with Equinox Gold funding 60% and Orion funding 40%.

2022 Update and 2023 Outlook

Major construction activities commenced in Q4 2021 on the TSF, the Goldfield Creek diversion, the new portion of Highway 11 and plant site earthworks. Concrete foundation work for the permanent effluent water treatment plant, truck shop, sewage treatment plant, power plant and process plant buildings advanced in Q1 2022.

In Q2 2022, steel erection commenced on the west end of the mill building, power plant, truck shop and effluent treatment plant. Earthworks for the TSF, Goldfield Creek diversion and the new portion of Highway 11 were advanced. By the end of Q2 2022, the plant site fuel station and reagent storage building were commissioned and piping and mechanical work were underway in the permanent effluent water treatment plant.

During Q3 2022, concrete and steel erection continued on the west end of the mill building, primary and secondary crushing, HPGR building, crushed ore storage and reclaim, power plant, SME plant and truck shop. Operations personnel moved into the administration building in July. The first four mining haul trucks (CAT 793F) and the first shovel (Komatsu PC5500) were commissioned and initial mine pre-production activities got underway in September, ahead of schedule.

During Q4 2022, building enclosure and heating was completed as planned for the process plant west end, truck shop, power plant and SME plant. The secondary crusher and ore bin tower of the HPGR building were enclosed and heated in early January and the remainder of the HPGR building and east end process plant buildings are on track for enclosure in Q1 2023, which maintains the construction schedule. Major equipment continued to arrive on site, including primary and secondary crusher components, apron feeder, conveyors, thickener and prefabricated electrical rooms. All remaining mechanical, piping and electrical installation contracts were awarded, and installations are underway. Leach tank erection is complete, with eight tanks erected, and mechanical installations are underway. The Goldfield Creek diversion and installation of the 14 km-long natural gas pipeline were completed. The new Ministry of Transportation Patrol Yard was completed on time and handed over the Ministry. The TSF and new portion of Highway 11 continue to progress on plan. The permanent effluent treatment plant and the first four bays of the truck shop were completed and are in use. Mine pre-production activities ramped up on plan and are operating 24/7 with 2.5 million tonnes of material moved by year-end. Two drills, one shovel, two bulldozers and four trucks were commissioned and in use at the end of 2022.

At the end of Q4 2022, the total value contracted was $883 million (100% basis), representing approximately 71% of total budgeted capital expenditures, with 30% of the total cost awarded on a fixed cost basis and 19% awarded to Indigenous community companies or joint ventures. At the end of 2022, $656 million(54%) of the $1,225 million construction budget had been spent (100% basis). The Company’s share of expenditures during the Quarter was $98 million, with $328 million spent year to date and $394 million spent project to date. In addition, the Company capitalized interest of $6 million during the Quarter, $13 million year to date, and $14 million project to date. During 2023, Equinox Gold expects to fund $277 million of construction capital.

At December 31, 2022, the overall project was 65% complete. Detailed engineering was 100% complete, construction was 56% complete, procurement was 75% complete, earthworks were 73% complete, concrete was 75% complete, structural steel was 58% complete and the TSF was 47% complete. The project remains on budget and is on track to pour gold in the first half of 2024.

Construction during Q1 2023 will focus on enclosing the HPGR and process plant east end buildings, receiving the majority of the remaining equipment, advancing mechanical, piping and electrical installations in the process plant and power plant buildings, and progressing the crushed ore storage and reclaim facilities. Four additional 250-tonne CAT 793F haul trucks, one Komatsu PC5500 shovel and one Komatsu D375A-8 bulldozer are expected to be commissioned during Q1 2023, and the sewage treatment plant, potable water treatment plant and pit fuel station for mobile equipment are expected to be released to operations.

26

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

DEVELOPMENT PROJECTS (CONTINUED)

Los Filos Expansion, Guerrero, Mexico

2022 Update and 2023 Outlook

During 2022 the Company continued planned expansion projects at Los Filos with ongoing development of a second underground mine (Bermejal). During the Quarter, the Company completed 593 m of Bermejal underground development and 57,230tonnes of ore were mined with an average gold grade of 3.01 g/t. During the year, the Company completed 3,911 m of Bermejal underground development and 143,102 tonnes of ore were mined with an average gold grade of 2.79 g/t.

On October 19, 2022, the Company released the results of an updated feasibility study for a potential expansion. While the economic and production estimates outlined in the feasibility study are predicated on construction of the CIL plant commencing in 2023, Equinox Gold has not made a construction decision at this time. In addition, in February 2023, Equinox Gold suspended activities at the Bermejal underground deposit to defer capital spend until Greenstone construction is complete, since Bermejal development has been slower and more costly than expected. Any decision to proceed with the Los Filos expansion will be made considering the operating stability in the region, market conditions and availability and cost of capital.

The feasibility study contemplates continued development of the Bermejal underground deposit and construction of a 10,000 t/d CIL processing plant commencing in 2023 with an 18-month timeline for construction and commissioning, which would allow higher-grade ore to be directed to the CIL plant commencing in mid-2024. Constructing and operating the CIL plant, compared to a heap leach only scenario, would extend the Los Filos mine life by approximately four years and add more than 1.1 million ounces of gold to LOM production. The Los Filos mine life would be extended to 14.5 years until 2036 with LOM average annual production increasing to 280,000 ounces of gold (2023-2036), LOM cash costs averaging $981 per oz and LOM average AISC of $1,081 per oz. Total LOM production is estimated at 3.1 million ounces of gold. Peak production during 2025-2030 averages 360,000 ounces of gold per year.

Capital costs to build the CIL plant and associated infrastructure are estimated at $318 million. Using the base case $1,675 per oz gold price, the expansion project has an after-tax net present value discounted at 5% of $625 million with an internal rate of return of 26%.

The feasibility study includes an updated Mineral Reserve and Mineral Resource estimate incorporating a revised mine plan and 101,407 metres of exploration drilling since October 31, 2018. Factoring 681,000 ounces of mining depletion over almost four years, Los Filos Mineral Reserves have increased 44% over the previous 2018 estimate, with 193.2 million tonnes (“Mt”) of Proven & Probable Mineral Reserves grading 0.86 g/t gold for 5.4 million oz of contained gold. An additional 325.3 Mt of Measured & Indicated Mineral Resources (exclusive of Mineral Reserves) grading 0.75 g/t gold for 7.9 million oz of contained gold, and 135.9 Mt of Inferred Mineral Resources grading 0.74 g/t gold for 3.2 million oz of contained gold demonstrate the potential for mine life extension with successful conversion of Mineral Resources to Mineral Reserves. Detailed Mineral Reserve and Mineral Resource tables are included at the end of this MD&A.

The National Instrument 43-101 Technical Report for the feasibility study was filed on October 19, 2022, and is available for download on the Company’s website, and on SEDAR and EDGAR.

Castle Mountain Expansion, California, USA

In March 2021, the Company announced the results of the feasibility study for a Phase 2 expansion at Castle Mountain. The current operation consists of placing 12,700 tonnes per day (“t/d”) of ROM and crushed ore on a heap leach facility. Phase 2 is expected to expand ROM heap leaching and incorporate milling of higher-grade ore, increasing production to an average of 218,000 ounces per year for 14 years followed by leach pad rinsing to recover residual gold. Life-of-mine production including Phase 1 operations and end of mine life rinsing is estimated at 3.4 million ounces of gold over a 21-year mine life. On a standalone basis, Phase 2 is expected to produce 3.2 million ounces of gold with AISC in the lower industry quartile.

2022 Update and 2023 Outlook

While Phase 2 is expected to operate within the existing approved mine boundary, the changes to previously analyzed impacts, such as increased land disturbance within the mine boundary and increased water use, require modification to the Company’s approved Mine and Reclamation Plan (“Plan”) for the project. The Plan amendment application was submitted to the lead agencies (San Bernardino County and U.S. Bureau of Land Management) in early March 2022. The environmental review process and public scoping is anticipated to begin in the first half of 2023.

Aurizona Expansion, Brazil

The Company sees potential to extend the Aurizona mine life and increase annual production with development of an underground mine and satellite open pit deposits that would operate concurrent with the existing open pit mine.

27

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

DEVELOPMENT PROJECTS (CONTINUED)

2022 Update and 2023 Outlook

During the year, the Company advanced permitting and a feasibility study for the proposed expansion. Underground designs and schedules have been developed that show significantly larger underground stopes based on an updated Mineral Resource. Updates to the geotechnical and hydrological models are underway. The design of the exploration decline, which could be converted into the main production decline in the future, is currently under review. The feasibility study is scheduled for completion in mid-2023. Permits have been received for three portal locations within the Piaba Main pit, with the west end portal location expected to be available for development in fresh rock by Q4 2023.

HEALTH, SAFETY AND ENVIRONMENT

Health & Safety

Equinox Gold had no lost-time injuries during the Quarter. The Company’s Lost-time Injury Frequency Rate (“LTIFR”) is 0.34 per million hours worked for 2022 (0.00 for the Quarter), compared to the target of 0.65. The Company’s Total Recordable Injury Frequency Rate (“TRIFR”), which is a measure of all injuries that require the attention of medically trained personnel, is 2.12 per million hours worked for the 12-month rolling period 2022 (1.16 for the Quarter), compared to the target of 3.40 for 2022 and the Company’s TRIFR of 3.05 for 2021.

Environment

The Company’s Significant Environmental Incident Frequency Rate (“SEIFR”) is 0.63 per million hours worked for 2022 (0.19 for the Quarter) compared to the target of 1.60 for 2022 and the Company’s SEIFR of 0.68 for 2021.

There was one significant environmental incident during the Quarter as defined by the Company’s environmental standards. At Castle Mountain, an inspection found a deceased bird inside the carbon-in-column tank. While this is a rare occurrence and believed to be a one-off event, the Company continues to monitor the area and is researching the potential to install additional technology that deters birds from landing in certain controlled areas.

During 2022, the Company used baseline GHG emissions data collected during 2021, life-of-mine production forecasts, a detailed assessment of climate-related risks and opportunities at the Company’s mine sites, and a review of industry standards and available technology to identify potential GHG reduction initiatives across the mine sites. These initiatives were then prioritized based on the cost per tonne of carbon dioxide equivalent reduction ($/tCO2e) achieved to develop a portfolio of GHG emissions reduction initiatives that the Company expects to implement over the next seven years. In December 2022, the Board approved the Company’s target of reducing its Scope 1 and Scope 2 GHG emissions by 25% by 2030 (compared to “business-as-usual” forecast GHG emissions in 2030 if no intervention measures were taken). The Company does not currently track or report its Scope 3 emissions.

Equinox Gold announced its 25% by 2030 target, and the methodology used to derive the target, in its inaugural Climate Action Report, which was published post year end on February 7, 2023.

COMMUNITY DEVELOPMENT AND ESG REPORTING

Community Engagement and Development

Equinox Gold engages in early, frequent and transparent dialogue with stakeholders as a means to build trust and provide a space for collaboration and long-term commitment. At all operations, dedicated community engagement teams seek feedback from local communities and stakeholders so that collaborative solutions to concerns can be implemented.

During 2022, Equinox Gold developed the Company’s Social Management Standards with the aim of strengthening community relationships, anticipating and managing social risks, and standardizing social responsibility practices, while allowing site teams to develop their own social management systems. These standards are informed by the Initiative for Responsible Mining Assurance and incorporate internationally recognized frameworks for responsible mining, including the World Gold Council Responsible Gold Mining Principles and the Mining Association of Canada Towards Sustainable Mining protocols.

Community engagement activities and events were held at each of the Company’s sites during the year. In Brazil, Fazenda, Santa Luz, RDM and Aurizona continued the implementation of social programs to support sports, cultural and educational activities. These programs were delivered in partnership with local and national non-governmental organizations. RDM and Santa Luz held meetings with community representatives to discuss the implementation of the Emergency Action Plan for Mining Dams, and at Santa Luz the Company conducted meetings with local residents to answer their questions about the ramping up of operations and the blast monitoring program.

28

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

COMMUNITY DEVELOPMENT AND ESG REPORTING (CONTINUED)

In Mexico, Los Filos met regularly with community representatives, started a personal growth program with school children in local communities and spearheaded an adult continuing education campaign. The Company also continued to support education, health, cultural activities and reforestation programs in the Mezcala and Carrizalillo communities.

In Canada, Greenstone conducted an awareness campaign about safe blasting protocols with local residents in anticipation of the start of regular blasting activities. Also at Greenstone, the Community Sustainability Committee, comprising individuals from the Greenstone municipality, met regularly during the year and participated in a site tour. In Q3 2022, Greenstone held its annual community event that included a site tour for more than 450 people from the region.

In the USA, Castle Mountain was awarded the Outstanding Contributor, Corporate Partner Award by the Mojave Desert Heritage & Cultural Association. Also at Castle Mountain, the Company conducted first responder and community cyanide awareness training at the Searchlight town community center and partnered with the California Department of Fish and Wildlife and researchers from Oregon State University to conduct an annual health assessment on a herd of desert bighorn sheep.

During 2022, the Company hosted site tours at most of its mines. Indigenous partners, high school and university students, community members, government representatives and regulators participated in the mine tours.

In 2022, the Company made numerous investments to support development and quality of life improvements in the communities in which it operates. Los Filos organized a health campaign to provide basic preventive health care and breast cancer awareness, and continued construction of the new Carrizalillo health center. Los Filos also funded construction of the new Mezcala wastewater treatment plant. At Aurizona and Santa Luz, the Company launched an entrepreneurship program to support the development of local businesses, and Fazenda continued implementation of its program to fund community income-generating projects.

In September 2022, certain members of the Mezcala community restricted access to Los Filos for four days. The state government mediated, and an agreement was reached to restore free access to the mine. The Company continues to have regular dialogue with local communities and informs them about actions taken in compliance with signed agreements to avoid any misunderstandings.

ESG Reporting

Equinox Gold continues to publish select Health & Safety and Environmental data quarterly in the Responsible Mining section of the Company’s website.

In May 2022, the Company published its 2021 ESG Report, which included disclosures and metrics in line with the reporting frameworks of the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB), and held an ESG call and webcast at the beginning of June to introduce the ESG Report and provide the opportunity for analysts and investors to ask questions of Equinox Gold’s leadership team. The report was translated to both Spanish and Portuguese and all three versions are available for download on Equinox Gold’s website.

This year, the Company reported its greenhouse gas emissions to the Carbon Disclosure Project (CDP) and completed the S&P Global Corporate Sustainability Assessment (CSA). In Q4 2022, the Company was assessed by Moody’s and received an ESG overall score of 46 out of 100, ranking 13th out of 51 companies in the sector. The Company continues to work on increasing its ESG disclosures and in the second half of 2022 commenced a data integration project with the objective of optimizing ESG-related data collection and analysis.

CORPORATE

Sale of Mercedes

On April 21, 2022, the Company completed the sale of Mercedes to Bear Creek (the “Mercedes Transaction”) for the following consideration:

•$75 million in cash on closing of the Mercedes Transaction;

•$25 million in cash receivable within six months on or before October 21, 2022 (the “Deferred Payment”);

•24,730,000 common shares of Bear Creek, representing approximately 16.6% of the issued and outstanding common shares of Bear Creek at the time of closing the Mercedes Transaction; and

•a 2% NSR on production from Mercedes.

29

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

CORPORATE (CONTINUED)

In connection with the sale of Mercedes, the Company has a promissory note receivable from Bear Creek for the Deferred Payment. On October 26, 2022, the Company and Bear Creek amended the terms of the Deferred Payment to, amongst other things, extend the maturity date of the promissory note to October 21, 2024 (the “Bear Creek Note”).

The Bear Creek Note is subject to an annual interest rate of 15.0%, compounded annually. Monthly principal and interest payments will commence on February 1, 2023 equal to 50% of Bear Creek’s monthly free cash flows, calculated as consolidated revenue, less operating expenditures, capital expenditures, taxes paid, reclamation expenditures, metal stream obligations, scheduled debt service payments, and changes in consolidated working capital, subject to a minimum monthly repayment of $1 million. Any remaining outstanding principal and accrued interest will be due on maturity.

The amount owing under the Bear Creek Note is secured by a pledge of the shares and other equity interests in the Bear Creek holding companies that own Mercedes, the Corani silver-lead-zinc project and other major assets or projects acquired by Bear Creek or its subsidiaries in the future. Bear Creek may prepay, without penalty, any portion of the Bear Creek Note at any time before the maturity date.

Exercise of Solaris Share Purchase Warrants Held by Third Parties

On April 20, 2022, the Company received $40.1 million (C$50.0 million) following the exercise of Solaris warrants held by third parties to acquire Solaris shares from Equinox Gold.

Exercise of Solaris Share Purchase Warrants

During the year ended December 31, 2022, the Company exercised 2.7 million warrants to purchase 2.7 million common shares of Solaris at a weighted average exercise price of C$3.24 per share.

Sale of Royalty Interests and Other Assets

On June 28, 2022, the Company completed the sale of a portfolio of royalty interests and other assets to Sandbox, formerly Rosedale Resources Ltd., for 51,933,661 common shares of Sandbox, representing a 35% interest, with a fair value of $28.4 million. The fair value of the Sandbox common shares received was determined based on the concurrent private placement common share price of C$0.70 ($0.54) per share.

Concurrent with completion of the sale, Sandbox acquired a portfolio of royalty interests from Sandstorm Gold Royalties (together with the purchase of royalty interests and other assets from Equinox Gold, collectively referred to as the “Sandbox Transaction”) in exchange for common shares of Sandbox, a convertible promissory note payable and cash.

In connection with the Sandbox Transaction, the Company participated in the Sandbox private placement financing, purchasing 6,155,912 common shares of Sandbox at C$0.70 per share, for a total investment of $3.3 million.

Credit Facility Refinancing

Prior to July 28, 2022, the Company’s credit facility comprised a $400 million revolving facility (the “Revolving Facility”) with a maturity date of March 8, 2024 and a $100 million non-revolving term loan with a maturity date of March 10, 2025. The term loan was subject to quarterly repayments equal to 6.67% of the principal. On July 28, 2022, the Company amended its credit facility, increasing the Revolving Facility size from $400 million to $700 million and extending the maturity from March 8, 2024 to July 28, 2026. The Revolving Facility also provides for an uncommitted accordion feature which permits the Company to request an increase in the principal amount of the facility by up to $100 million. No increase to the principal amount of the facility will occur pursuant to the accordion feature unless one or more lenders agree to increase their commitments or a new lender agrees to commitments under the Revolving Facility.

Upon closing of the Revolving Facility, the Company rolled the outstanding principal balance of $73 million under the term loan into the Revolving Facility. Amounts drawn under the Revolving Facility are subject to variable interest rates at the applicable term rate based on the Term SOFR (as defined in the credit facility) plus an applicable margin of 2.25% to 3.50%, based on the Company's total net leverage ratio, and a standard credit spread adjustment of 0.10% to 0.25%, based on the interest period.

On October 21, 2022, the Company drew down an additional $100 million on the Revolving Facility. As at the date of this MD&A, the total amount drawn under the Revolving Facility is $573 million.

CEO Transition

On August 3, 2022, the Company announced that Christian Milau, Chief Executive Officer and a Director of Equinox Gold, was leaving the Company to pursue a new opportunity. Equinox Gold’s Board of Directors unanimously appointed Greg Smith, President of Equinox Gold, to succeed Mr. Milau as Chief Executive Officer and a Director. The transition was effective September 1, 2022.

30

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

CORPORATE (CONTINUED)

Base Shelf Prospectus and At-the-Market Equity Offering Program

On November 21, 2022, the Company filed a base shelf prospectus that allows the Company to make offerings of up to $500 million of common shares, debt securities, subscription receipts, share purchase contracts, units, warrants, or any combination thereof, over a 25-month period. The Company also entered into an equity distribution agreement providing for an ATM equity offering program for up to $100 million effective until December 21, 2024, unless terminated earlier. For the year ended December 31, 2022, the Company issued 2,281,402 common shares under the ATM Program at a weighted average share price of $3.50 per common share for total gross proceeds of $8.0 million.

In January 2023, the Company issued 4,369,615 common shares under the ATM Program at a weighted average share price of $3.88 per common share for total gross proceeds of $16.9 million.

Solaris Share Sale

In December 2022, the Company sold 11.0 million common shares of Solaris for aggregate proceeds of $51.9 million. In January 2023, the Company sold 4.5 million common shares of Solaris held by the Company for proceeds of $20.0 million.

Gold Collar Contracts

With the increase in gold prices in January 2023, the Company took measures to manage cash flow variability during the construction period of Greenstone and on January 31, 2023, entered into gold collar contracts with a put strike price of $1,900 per ounce and an average call strike price of $2,065 per ounce, for 10,644 ounces per month beginning February 2023 through to March 2024. These contracts will be accounted for as derivatives measured at fair value, based on forward gold prices, at the end of each reporting period, with changes in fair value recognized in other income or expense.

FINANCIAL RESULTS

Selected financial results for the three months and year ended December 31, 2022 and 2021

$ amounts in millions, except per share amounts	Three months ended				Year ended
	December 31, 2022		December 31, 2021		December 31, 2022(1)		December 31, 2021(1)
Revenue	$	259.3	$	381.2	$	952.2	$	1,082.3
Cost of sales
Operating expense	(168.2)		(215.5)		(680.1)		(654.8)
Depreciation and depletion	(59.0)		(66.4)		(187.2)		(196.9)
Earnings from mine operations	32.0		99.4		85.0		230.6
Care and maintenance expense	(1.4)		(0.1)		(9.5)		(15.3)
Exploration expense	(4.5)		(2.9)		(18.4)		(16.3)
General and administration expense	(12.8)		(17.3)		(46.7)		(52.6)
Income from operations	13.3		79.0		10.4		146.5
Finance expense	(12.4)		(10.3)		(40.4)		(41.6)
Finance income	2.6		1.1		5.6		2.8
Share of net income (loss) in associate	(3.6)		8.3		(6.2)		0.7
Other (expense) income	(4.9)		10.1		(67.9)		426.6
Net (loss) income before taxes	(5.0)		88.2		(98.4)		535.0
Income tax recovery (expense)	27.6		20.8		(7.6)		19.9
Net income	$	22.6	$	109.0	$	(106.0)	$	554.9
Net income per share attributable to Equinox Gold shareholders
Basic	$	0.07	$	0.37	$	(0.35)	$	1.95
Diluted	$	0.07	$	0.32	$	(0.35)	$	1.69

(1)Financial results of the assets acquired as part of the Premier Acquisition are included from April 7, 2021, onward, except for the results of Mercedes, which were included for the period from April 7, 2021 through to April 21, 2022, when Mercedes was sold.

31

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

FINANCIAL RESULTS (CONTINUED)

Earnings from mine operations

Revenue for Q4 2022 was $259.3 million (Q4 2021 - $381.2 million) on sales of 149,386 ounces of gold (Q4 2021 - 212,255 ounces). Revenue for the year ended December 31, 2022 was $952.2 million (year ended December 31, 2021 - $1,082.3 million) on sales of 532,137 ounces of gold (year ended December 31, 2021 - 602,668 ounces). The decrease in revenue compared to the comparative periods in 2021 was primarily due to a decrease in the gold ounces sold.

The 30% decrease in gold ounces sold in Q4 2022 compared to Q4 2021 was mainly driven by lower production at Mesquite, Los Filos and Aurizona, offset partially by higher production at Fazenda and the contribution of production ounces at Santa Luz, which achieved commercial production at the end of Q3 2022. Lower production at Mesquite was mainly due to mine sequencing, with fewer ounces added to the leach pad during the Quarter. Lower production at Los Filos was mainly due to a shortage of explosives due to union strikes at a supplier, which reduced the amount of open pit and underground material moved and delayed ounces being delivered to the leach pad. Lower production at Aurizona was mainly due to an abnormally long rainy season in 2022, which impacted access to higher grade ore in the lower benches of the Piaba open pit, and was also impacted by a mill bearing replacement. Higher production at Fazenda was mainly due to the impact of higher grades and volumes mined from the open pit, offsetting lower volumes and grades mined from underground ore sources.

The 12% decrease in gold ounces sold for the year ended December 31, 2022 compared to the comparative period of 2021 was mainly driven by lower production at Aurizona and RDM, as well as lower gold sales from Mercedes as the operation was sold on April 21, 2022. Production at Aurizona was impacted by a longer rainy season in 2022. Production at RDM was impacted by a temporary suspension of mining and plant operations in mid-May due to a delay in receiving permits for the scheduled TSF raise, and a transition in Q3 2022 to processing low-grade stockpile material rather than mining in-situ ore. RDM production was also impacted by a temporary stoppage of mining operations for most of December while the Company applied for a license to process ore from additional stockpiles. The decreases were partially offset by increased production at Fazenda, due to the impact of higher grades and volumes from the open pit, and the contribution of production at Santa Luz.

Operating expense in Q4 2022 was $168.2 million (Q4 2021 - $215.5 million) and for the year ended December 31, 2022 was $680.1 million (year ended December 31, 2021 - $654.8 million). The 22% decrease in Q4 2022 compared to Q4 2021 was primarily driven by lower gold production, offset partially by the contribution of operating expense at Santa Luz and higher operating unit costs related to fuel and other consumables. The 4% increase in operating expense for the year ended December 31, 2022 compared to the comparative period in 2021 was primarily due to higher costs at Los Filos reflecting higher costs of mining in the Guadalupe open pit, the impact of inflationary pressures on consumables and lower production volumes. The increase in operating expense was also due to the contribution of production ounces at Santa Luz, which achieved commercial production at the end of Q3 2022. These increases were offset partially by lower operating expense at Mesquite and RDM, driven by lower production, and lower operating expense related to Mercedes following its sale in April 2022.

Depreciation and depletion in Q4 2022 was $59.0 million (Q4 2021 - $66.4 million) and for the year ended December 31, 2022 was $187.2 million (year ended December 31, 2021 - $196.9 million), decreases of 11% and 5%, respectively, from the comparative periods in 2021. The decrease in Q4 2022 compared to Q4 2021 was primarily due to lower depreciation and depletion at Mesquite, driven by lower production, and no depreciation and depletion at Mercedes following its sale in April 2022. The decrease in depreciation and depletion for the year ended December 31, 2022 compared to the comparative period for 2021 was primarily the result of the sale of Mercedes, and lower gold production at RDM as operations switched to processing low-grade stockpiles and owner mining rather than continuing a multi-year waste stripping program with a contract miner, offset partially by an increase in depreciation and depletion at Mesquite related to depletion of the costs incurred for the Brownie stripping campaign, and at Los Filos related to the write-down of inventories to NRV during 2022.

Care and maintenance

Care and maintenance expense in Q4 2022 was $1.4 million (Q4 2021 - $0.1 million) and for the year ended December 31, 2022 was $9.5 million (year ended December 31, 2021 - $15.3 million).

Care and maintenance expense for Q4 2022 related to the temporary stoppage of mining operations at RDM for most of December while the Company applied for a license to process ore from additional low grade stockpiles. For the year ended December 31, 2022, care and maintenance expenseincludes $8.7 million incurred at RDM related to the temporary suspension of operations in February through to March to reduce water levels in the TSF and the temporary suspension of operations in May through to July due to delays in receiving permits for the scheduled raise of the TSF. For the year ended December 31, 2021, the Company incurred $14.2 million in care and maintenance expense at Los Filos related to the suspension of operations and development activities due to blockades.

32

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

FINANCIAL RESULTS (CONTINUED)

General and administration

General and administration expense in Q4 2022 was $12.8 million (Q4 2021 - $17.3 million) and for the year ended December 31, 2022 was $46.7 million (year ended December 31, 2021 - $52.6 million). The decrease in general and administrative expense in Q4 2022 compared to Q4 2021 was mainly due to a decrease in salaries and benefits, driven by a decrease in bonus expense, offset partially by an increase in office and other expenses, driven by higher software and license fees and higher insurance costs. The decrease in general and administrative expense for the year ended December 31, 2022 was mainly due to a decrease in non-cash share-based compensation expense, driven by a decrease in the Company’s share price, as well as a decrease in professional fees. The decrease in professional fees was due to transaction costs of $2.4 million in 2021, which primarily related to the Premier Acquisition; there were no similar transaction costs in 2022. These decreases were partially offset by an increase in salaries and benefits, driven by an increase in headcount.

Other income (expense)

Other expense for Q4 2022 was $4.9 million (Q4 2021 - other income of $10.1 million) and for the year ended December 31, 2022 was other expense of $67.9 million (year ended December 31, 2021 - other income of $426.6 million).

	Three months ended				Year ended
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Foreign exchange (loss) gain	$	(4.3)	$	6.7	$	(7.8)	$	0.2
Change in fair value of gold contracts	—		(5.9)		0.3		16.6
Change in fair value of foreign exchange contracts	8.9		(1.4)		17.9		(4.4)
Change in fair value of warrants	2.9		27.5		(69.9)		85.8
Gain on modification of credit facility	—		—		5.0		—
Loss on sale of Mercedes	—		—		(7.0)		—
Gain on sale of assets to Sandbox	—		—		8.5		—
Gain on bargain purchase of Premier	—		—		—		81.4
Gain on sale of Pilar and partial interest in Solaris	—		—		—		95.7
Gain on reclassification of investment in Solaris	—		—		—		186.1
Loss on disposals and write-downs of plant and equipment	(12.6)		(8.0)		(13.7)		(12.4)
Other expense	0.1		(8.7)		(1.1)		(22.4)
Total other (expense) income	$	(4.9)	$	10.1	$	(67.9)	$	426.6

The foreign exchange loss for Q4 2022 was $4.3 million (Q4 2021 - gain of $6.7 million) and for the year ended December 31, 2022 was a loss of $7.8 million (year ended December 31, 2021 - gain of $0.2 million). The loss for Q4 2022 was primarily driven by a strengthening of the BRL, the MXN and CAD compared to the USD and its impact on foreign currency denominated assets and liabilities, compared to a weakening of the BRL compared to the USD in Q4 2021. The loss for the year ended December 31, 2022 was driven by a strengthening of the BRL and MXN and a weakening of the CAD compared to the USD and its impact on foreign currency denominated assets and liabilities, compared to a weakening of the BRL and MXN compared to the USD for the comparative period in 2021.

The change in fair value of gold contracts for Q4 2022 was nil (Q4 2021 - loss of $5.9 million) as all remaining gold contracts were settled in Q3 2022 and for the year ended December 31, 2022 was a gain of $0.3 million (year ended December 31, 2021 - gain of $16.6 million). The changes in fair value of gold contracts were driven by changes in the gold price relative to the gold contract strike price. At December 31, 2022, the Company had no ounces remaining to be delivered under its gold collar and forward contracts.

The change in fair value of foreign exchange contracts for Q4 2022 was a loss of $8.9 million (Q4 2021 - loss of $1.4 million) and for the year ended December 31, 2022 was a gain of $17.9 million (year ended December 31, 2021 - loss of $4.4 million). The loss for Q4 2022 was driven primarily by a strengthening of the BRL compared to the USD. The gain for the year ended December 31, 2022 was driven primarily by the strengthening of the BRL compared to the USD, offset partially by weakening of the CAD compared to the USD, compared to a loss for the comparative period of 2021, driven primarily by the weakening of the BRL compared to the USD.

33

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

FINANCIAL RESULTS (CONTINUED)

The change in fair value of warrants for Q4 2022 was a gain of $2.9 million (Q4 2021 - gain of $27.5 million) and for the year ended December 31, 2022 was a loss of $69.9 million (year ended December 31, 2021 - gain of $85.8 million). Equinox Gold holds warrants to acquire shares of Solaris. The gains in Q4 2022 and Q4 2021 were driven primarily by an increase in Solaris’ share price compared to September 30, 2022 and September 30, 2021, respectively. For the year ended December 31, 2022, the loss was driven primarily by a decrease in Solaris’ share price compared to December 31, 2021. For the year ended December 31, 2021, the gain relates to a $61.2 million gain on the Solaris warrant asset, driven primarily by an increase in Solaris’ share price compared to when the warrants were acquired, and a $41.9 million gain on Equinox Gold warrants issued by the Company due to a decrease in Equinox Gold’s share price at December 31, 2021 compared to December 31, 2020, offset partially by a loss on Solaris warrant liability of $18.6 million.

Other income for the year ended December 31, 2021 of $426.6 million also included an $81.4 million bargain purchase gain related to the Premier Acquisition in 2021, a $95.7 million gain on the sale of Pilar and partial interest in Solaris, and a $186.1 million gain on reclassification of the Company’s investment in Solaris from cost to fair value accounting.

Income tax recovery (expense)

In Q4 2022, the Company recognized a tax recovery of $27.6 million (Q4 2021 - tax recovery of $20.8 million). For the year ended December 31, 2022, the Company recognized a tax expense of $7.6 million (year ended December 31, 2021 - tax recovery of $19.9 million).

The tax recovery for Q4 2022 was primarily due to operating losses in Brazil and Mexico, offset partially by profitable operations in the US and the impact of sales of marketable securities. The tax recovery for Q4 2021 was primarily due to operating losses in Brazil and the impact of revaluation of marketable securities, offset partially by profitable operations in the US and Mexico. The tax expense for the year ended December 31, 2022 was primarily due to profitable operations in the US and the impact of sales of marketable securities, offset partially by operating losses in Brazil and Mexico. The tax recovery for the year ended December 31, 2021 was primarily due to a loss from operations in Mexico and the impact of revaluation of marketable securities, offset partially by profitable operations in the US and Brazil.

Selected annual information

$ amounts in millions, except per share amounts	Year ended December 31,
	2022		2021		2020
Revenue	$	952.2	$	1,082.3	$	845.4
Net income (loss) attributable to Equinox Gold shareholders	(106.0)		554.9		22.3
Basic income (loss) per share attributable to Equinox Gold shareholders	(0.35)		1.95		0.10
Diluted income (loss) per share attributable to Equinox Gold shareholders	(0.35)		1.69		0.10
Total assets	3,856.4		3,967.4		2,673.4
Total non-current liabilities	1,231.6		979.5		1,002.2

34

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

FINANCIAL RESULTS (CONTINUED)

Selected quarterly information

The following tables set out selected unaudited consolidated quarterly results for the last eight quarters through December 31, 2022:

$ amounts in millions, except per share amounts	December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022
Revenue	$	259.3	$	245.1	$	224.6	$	223.2
Cost of sales
Operating cost	(168.2)		(188.8)		(170.7)		(152.4)
Depreciation and depletion	(59.0)		(48.9)		(37.0)		(42.3)
Earnings from mine operations	32.0		7.4		16.9		28.5
Care and maintenance expense	(1.4)		(2.9)		(4.7)		(0.4)
Exploration expense	(4.5)		(6.2)		(4.5)		(3.2)
General and administration expense	(12.8)		(10.9)		(11.1)		(11.8)
Income from operations	13.3		(12.6)		(3.4)		13.1
Finance expense	(12.4)		(10.3)		(8.2)		(9.4)
Finance income	2.6		1.3		0.9		0.8
Share of net income (loss) in associate	(3.6)		4.9		(5.9)		(1.6)
Other (expense) income	(4.9)		(11.3)		(32.7)		(19.0)
Net (loss) income before taxes	(5.0)		(28.0)		(49.3)		(16.1)
Income tax recovery (expense)	27.6		(2.1)		(29.5)		(3.7)
Net income (loss)	$	22.6	$	(30.1)	$	(78.8)	$	(19.8)
Net income (loss) per share attributable to Equinox Gold shareholders
Basic	$	0.07	$	(0.10)	$	(0.26)	$	(0.07)
Diluted	$	0.07	$	(0.10)	$	(0.26)	$	(0.07)

	December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021
Revenue	$	381.2	$	245.1	$	226.2	$	229.7
Cost of sales
Operating cost	(215.5)		(152.7)		(139.9)		(146.8)
Depreciation and depletion	(66.4)		(46.8)		(45.0)		(38.7)
Earnings from mine operations	99.3		45.6		41.3		44.2
Care and maintenance expense	(0.1)		(6.0)		(7.2)		(2.0)
Exploration expense	(2.9)		(5.6)		(4.7)		(3.0)
General and administration expense	(17.3)		(12.4)		(15.5)		(7.4)
Income from operations	79.0		21.6		13.9		31.8
Finance expense	(10.3)		(10.7)		(11.8)		(8.7)
Finance income	1.1		1.1		0.2		0.4
Share of net loss in associate	8.3		(5.3)		0.4		(2.7)
Other income (expense)	10.1		(18.0)		385.2		49.3
Net income (loss) before taxes	88.2		(11.3)		387.9		70.1
Income tax recovery (expense)	20.8		3.2		15.8		(20.0)
Net income (loss)	$	109.0	$	(8.1)	$	403.7	$	50.1
Net income (loss) per share attributable to Equinox Gold shareholders
Basic	$	0.37	$	(0.03)	$	1.37	$	0.21
Diluted	$	0.32	$	(0.03)	$	1.19	$	0.14

35

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

LIQUIDITY AND CAPITAL RESOURCES

Working capital

Cash and cash equivalents at December 31, 2022 were $200.8 million (December 31, 2021 - $305.5 million) and net working capital was $383.4 million (December 31, 2021 - $760.7 million). The decrease in working capital from 2021 is primarily due to decreases in cash and cash equivalents, marketable securities, derivative assets and assets held for sale, offset partially by decreases in derivative liabilities, current portion of loans and borrowings and liabilities related to assets held for sale. Significant components of working capital are described below.

Marketable securities at December 31, 2022 were $36.9 million (December 31, 2021 - $240.5 million). The decrease was mainly due to a decrease in Solaris’ share price and a reduction in the number of Solaris shares held by the Company resulting from the partial sale of the investment during Q2 and Q4 2022. These decreases were offset partially by the impact of Bear Creek shares received as partial consideration on the sale of Mercedes in April 2022. The carrying value of the Company’s investment in Solaris was $21.6 million at December 31, 2022 (December 31, 2021 - $238.6 million).

Trade and other receivables at December 31, 2022 were $76.1 million (December 31, 2021 - $50.3 million) and were mainly comprised of $8.2 million of trade receivables from gold sales (December 31, 2021 - $14.2 million), $36.7 million of value-added taxes receivable from the Brazilian and Mexican governments (December 31, 2021 - $24.6 million), $15.3 million of receivables from asset sales (December 31, 2021 - $1.9 million) and income tax receivables of $13.2 million (December 31, 2021 - $8.0 million). Receivables from asset sales at December 31, 2022 include a $9.2 million receivable from PGI and a $5.4 million receivable from Bear Creek in connection with the sale of Mercedes in April 2022.

Current inventory at December 31, 2022 was $265.1 million (December 31, 2021 - $201.6 million). The increase was mainly due to an increase in heap leach inventories at Los Filos driven by an increase in tonnes stacked, as well as an increase in metals inventories and supplies at Santa Luz as the mine achieved commercial production at the end of Q3 2022.

Current derivative assets at December 31, 2022 were $36.2 million (December 31, 2021 - $124.2 million). The decrease was mainly due to a decrease in the fair value of the Company’s Solaris share purchase warrants, driven by a decrease in the share price of Solaris compared to December 31, 2021.

Assets held for sale at December 31, 2022 were nil (December 31, 2021 - $207.5 million). At December 31, 2021, assets held for sale related to the sale of Mercedes to Bear Creek which closed in April 2022.

Current liabilities at December 31, 2022 were $271.7 million (December 31, 2021 - $402.6 million). The decrease in current liabilities was mainly due to a $26.7 million decrease in current portion of loans and borrowings, driven by the amendment of the Company’s Revolving Facility which extended the maturity date of amounts drawn to July 2026, the elimination of a $27.7 million Solaris warrant liability as the warrants were exercised and the related shares were sold in 2022, a $33.3 million decrease in derivative liabilities related to gold contracts that were all settled during the period, a $10.3 million decrease in derivative liabilities related to foreign exchange contracts, and a $85.7 million decrease related to liabilities associated with assets held for sale following completion of the Mercedes sale in April 2022.

Cash flow

Cash provided by operating activities for the year ended December 31, 2022 was $56.5 million compared to $320.8 million for the year ended December 31, 2021. The decrease was primarily due to the impact of lower production and sales and higher costs, which negatively impacted earnings from mine operations, as well as an increase in inventories and trade and other receivables. Inventories increased mainly due to a build-up of leach pad inventories at Los Filos and Castle Mountain, and an increase in metals inventories and supplies at Santa Luz. Accounts payable and accrued liabilities also contributed to the decrease, accounting for a decrease in cash of $2.7 million for the year ended December 31, 2022, compared to an increase in cash of $37.4 million for the comparative period in 2021 due to timing of payments.

Cash provided by operating activities in Q4 2022 was $45.5 million compared to $155.4 million in Q4 2021. The decrease was primarily due to the impact of lower production and sales and higher costs, which negatively impacted earnings from mine operations, as well as an increase in inventories and trade and other receivables, offset partially by an increase in accounts payable and accrued liabilities. The reasons for the changes in working capital are the same as those explained for the year ended December 31, 2022.

36

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

Cash used in investing activities for the year ended December 31, 2022 was$419.0 million compared to $347.6 million for the comparative period in 2021. For the year ended December 31, 2022, the Company spent $557.1 million on capital expenditures compared to $344.2 million for the comparative period in 2021. The increase was primarily due to higher capital spending at Greenstone as construction activities ramped up in 2022, offset partially by lower capital spending at Mesquite due to a reduction in capital stripping activities at Brownie compared to the first half of 2021, and at Santa Luz as the mine completed construction and commenced commercial production at the end of Q3 2022. For the year ended December 31, 2022, capital expenditures at Greenstone were $328.2 million. For the year ended December 31, 2022, the Company received $92.0 million on the disposition of Solaris shares and received $55.6 million related to the disposal of assets, including the sale of Mercedes. For the year ended December 31, 2021, the Company spent $50.9 million to acquire an additional 10% interest in Greenstone, received $66.7 million from the sale of Solaris shares and $22.2 million related to the disposal of assets, and invested $40.9 million in i-80 Gold.

Cash used in investing activities in Q4 2022 was $84.9 million compared to $126.0 million in Q4 2021. In Q4 2022, the Company spent $139.5 million on capital expenditures compared to $107.4 million in Q4 2021. The increase was primarily due to higher capital spending at Greenstone as construction work continues, offset partially by lower capital spending at Santa Luz as the mine completed construction and commenced commercial production at the end of Q3 2022. In Q4 2022, capital expenditures at Greenstone were $97.9 million. In Q4 2022, the Company received $51.9 million on the disposition of Solaris shares compared to nil in Q4 2021. In Q4 2021, the Company invested $9.9 million in i-80 Gold.

Cash provided by financing activities for the year ended December 31, 2022 was$254.3 million compared to cash used in financing activities of $1.6 million for the comparative period in 2021. For the year ended December 31, 2022, the Company drew $299.8 million on its Revolving Facility (2021 - nil), repaid principal and interest of $46.9 million (2021 - $53.1 million), made lease payments of $23.8 million (2021 - $24.3 million), received proceeds from option and warrant exercises of $11.5 million (2021 - $17.7 million), received proceeds from other financing arrangements of $9.6 million (2021 - nil), and received proceeds from share issuances of $7.2 million (2021 - $59.5 million). Proceeds from share issuances in 2022 relate primarily to shares issued under the Company’s ATM Program which commenced in November 2022, compared to 2021 which relate primarily to a private placement completed concurrent with the Premier Acquisition.

Cash provided by financing activities in Q4 2022 was $97.4 million compared to cash used in financing activities of $20.2 million in Q4 2021. In Q4 2022, the Company drew $100.0 million on its Revolving Facility (Q4 2021 - nil), repaid principal and interest of $12.5 million (Q4 2021 - $11.4 million), made lease payments of $6.9 million (Q4 2021 - $8.2 million), and received proceeds from other financing arrangements of $9.6 million (Q4 2021 - nil).

Corporate Investments

At December 31, 2022, the Company held the following corporate investments:

•4.5 million shares of Solaris (TSX: SLS), representing approximately 3.7%of Solaris on a basic basis

•25.4 million shares of Bear Creek (TSX: BCM), representing approximately 16.5% of Bear Creek on a basic basis

•60.8 million shares of i-80 Gold (TSX: IAU), representing approximately 25.3% of i-80 on a basic basis

•7.8 million shares of Inca One (TSX:IO), representing approximately 19.9% of Inca One on a basic basis

•58.1 million shares of Sandbox (not currently listed), representing approximately 34.4% of Sandbox on a basic basis

•11.6 million shares of Pilar Gold (not currently listed), representing approximately 5.6% of Pilar Gold on a basic basis

OUTSTANDING SHARE DATA

As at the date of this MD&A, the Company has 312,134,105 shares issued and outstanding, 1,603,700 shares issuable under stock options, 602,353 shares issuable under share purchase warrants and 4,643,022 shares issuable under RSU. The Company also has 44,458,207 shares potentially issuable on conversion of Convertible Notes. The fully diluted outstanding share count at the date of this MD&A is 363,441,387.

37

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

COMMITMENTS AND CONTINGENCIES

The Company enters into contracts in the normal course of business that give rise to commitments for future payments. The following table summarizes the contractual maturities of the Company's financial liabilities, and operating and capital purchase commitments at December 31, 2022:

	Within 1 year		1-2 years		2-3 years		3-4 years		4–5 years		Thereafter		Total
Accounts payable and accrued liabilities	$	226,028	$	—	$	—	$	—	$	—	$	—	$	226,028
Loans and borrowings(1)(2)	55,258		190,038		182,179		596,667		—		—		1,024,142
Derivative liabilities	1,204		526		—		—		—		—		1,730
Lease liabilities(2)	21,407		13,055		756		746		532		—		36,496
Other financial liabilities(2)	6,760		2,346		2,346		2,346		2,346		2,346		18,490
Reclamation and closure costs(2)	3,734		2,889		7,912		14,404		20,788		136,830		186,557
Purchase commitments(2)	81,385		11,962		8,295		7,495		7,092		33,929		150,158
Other operating commitments(2)	31,895		33,169		17,868		18,583		19,326		29,635		150,476
Total	$	427,671	$	253,985	$	219,356	$	640,241	$	50,084	$	202,740	$	1,794,077

(1)Amount includes principal and interest payments, except accrued interest which is included in accounts payable and accrued liabilities. In July 2022, the Company amended its credit facility. See the Corporate section of this MD&A for details of the amendment.

(2)Amounts represent undiscounted future cash flows.

At December 31, 2022, the Company had the following outstanding matters:

Legal

The Company is a defendant in various lawsuits and legal actions for alleged fines, labour related and other matters in the jurisdictions in which it operates. Management regularly reviews these lawsuits and legal actions with outside counsel to assess the likelihood that the Company will ultimately incur a material cash outflow to settle a claim. To the extent management believes it is probable that a cash outflow will be incurred to settle a claim, a provision for the estimated settlement amount is recognized. At December 31, 2022, the Company recognized a provision of $9.2 million (2021 - $11.6 million) for legal matters which is included in other non-current liabilities.

Environmental

A historic rain event caused widespread flooding in the Aurizona region in March 2021 and a fresh water pond on the Aurizona site overflowed during the rain event. The tailings facility and other infrastructure at the Aurizona site remained operational. The Company received notices from the local state government of environmental infractions related to turbidity in the local water supply at Aurizona with associated fines at December 31, 2022 totaling $9.7 million (2021 - $9.2 million). In addition to the fines, pubic civil actions have been filed against the Company in the State and Federal courts claiming various damages as a result of the rain event. The Company and its advisors believe the fines and public civil actions are without merit and it is not probable that a cash outflow will occur. Accordingly, no amount has been recognized in relation to the fines.

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

38

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RELATED PARTY TRANSACTIONS

The Company's related parties include its subsidiaries, associate, joint operation and key management personnel. The Company's key management personnel is comprised of executive and non-executive directors and members of executive management.

The remuneration of the Company's directors and other key management personnel during the years ended December 31, 2022 and 2021 were as follows:

	2022		2021
Salaries, directors' fees and other short-term benefits	$	3,555	$	4,236
Share-based payments	1,268		4,985
Total key management personnel compensation	$	4,823	$	9,221

At December 31, 2022,$1.1 million (2021 - $2 million) was owed by the Company to management for accrued salaries and bonuses and reimbursement of expenses.

In April 2021, the Company issued $32.1 million of its common shares to its executives and directors under a private placement.

NON-IFRS MEASURES

This MD&A refers to cash costs, cash costs per oz sold, AISC, AISC per oz sold, AISC contribution margin, adjusted net income, adjusted EPS, mine-site free cash flow, adjusted EBITDA, net debt, and sustaining capital expenditures that are measures with no standardized meaning under IFRS, i.e. they are non-IFRS measures, and may not be comparable to similar measures presented by other companies. Their measurement and presentation is consistently prepared and is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Numbers presented in the tables below may not sum due to rounding.

39

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

NON-IFRS MEASURES (CONTINUED)

Cash costs and cash costs per oz sold

Cash costs is a common financial performance measure in the gold mining industry; however, it has no standard meaning under IFRS. The Company reports total cash costs on a per oz sold basis. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance and ability to generate operating income and cash flow from mining operations. Cash costs include mine site operating costs plus lease principal payments and net of by-product sales and then divided by ounces sold to arrive at cash costs per oz sold. In calculating cash costs, the Company includes silver by-product credits as it considers the cost to produce the gold is reduced as a result of the by-product sales incidental to the gold production process, thereby allowing management and other stakeholders to assess the net costs of gold production. The measure is not necessarily indicative of cash flow from operations under IFRS or operating costs presented under IFRS.

AISC per oz sold

The Company uses AISC per oz of gold sold to measure performance. The methodology for calculating AISC was developed internally and is calculated below. Current IFRS measures used in the gold industry, such as operating expenses, do not capture all of the expenditures incurred to discover, develop and sustain gold production. The Company believes the AISC measure provides further transparency into costs associated with producing gold and will assist analysts, investors and other stakeholders of the Company in assessing its operating performance, its ability to generate free cash flow from current operations and its overall value. AISC includes cash costs (described above) and also includes sustaining capital expenditures, reclamation cost accretion and amortization and exploration and evaluation costs. This measure seeks to reflect the full cost of gold production from current operations, therefore, expansionary capital and non-sustaining expenditures are excluded.

The following table provides a reconciliation of cash costs per oz of gold sold and AISC per oz of gold sold to the most directly comparable IFRS measure on an aggregate basis.

$’s in millions, except ounce and per oz figures	Three months ended						Year ended
	December 31, 2022		September 30, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Gold ounces sold	149,386		143,032		212,255		532,137		602,668
Santa Luz gold ounces sold(1)	—		(17,756)		—		(22,945)		—
Adjusted gold ounces sold	149,386		125,276		212,255		509,192		602,668
Operating expense	$	168.2	$	188.8	$	215.5	$	680.1	$	654.8
Lease payments	2.5		1.4		4.0		6.8		9.6
Silver by-product credits	(0.2)		(0.6)		(1.4)		(3.0)		(2.9)
Non-recurring charges recognized in operating expense(2)	—		—		(0.4)		—		(2.1)
Fair value adjustment on acquired inventories	12.2		8.1		1.4		21.9		(5.8)
Santa Luz operating expense(1)	—		(22.3)		—		(29.3)		—
Total cash costs	$	182.7	$	175.4	$	219.0	$	676.5	$	653.6
Cash costs per gold oz sold	$	1,223	$	1,400	$	1,032	$	1,328	$	1,085
Total cash costs	$	182.7	$	175.4	$	219.0	$	676.5	$	653.6
Sustaining capital	43.1		41.1		42.4		139.2		144.7
Reclamation expense	1.8		2.7		5.5		9.2		13.1
Sustaining exploration expense	—		—		—		1.1		0.6
Santa Luz reclamation expense	—		(0.1)		—		(0.2)		—
Total AISC	$	227.6	$	219.1	$	266.9	$	825.7	$	812.0
AISC per oz sold	$	1,523	$	1,749	$	1,258	$	1,622	$	1,347

(1)Consolidated cash cost per oz sold and AISC per oz sold for the year ended December 31, 2022 excludes Santa Luz results while the mine was in pre-commercial production up until the achievement of commercial production at the end of Q3 2022.

(2)Non-recurring charges recognized in operating expenses relates to an impairment charge on replacement parts at Mesquite.

40

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

NON-IFRS MEASURES (CONTINUED)

Sustaining Capital Expenditures

Sustaining capital expenditures are defined as those expenditures which do not increase annual gold ounce production at a mine site and excludes all expenditures at the Company’s projects and certain expenditures at the Company’s operating sites which are deemed expansionary. Sustaining capital expenditures can include, but are not limited to, capitalized stripping costs at open pit mines, underground mine development, mining and milling equipment and TSF raises.

The following table provides a reconciliation of sustaining capital expenditures to the Company’s total capital expenditures for continuing operations.

	Three months ended						Year ended
$’s in millions	December 31, 2022		September 30, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Capital additions to mineral properties, plant and equipment(1)	$	163.2	$	182.6	$	135.4	$	642.2	$	455.3
Less: Non-sustaining capital at operating sites	(10.8)		(12.4)		(23.4)		(81.2)		(101.3)
Less: Non-sustaining capital at development projects	(103.4)		(119.2)		(62.4)		(389.4)		(137.7)
Less: Capital expenditures - corporate	—		—		(0.1)		(10.2)		(1.0)
Less: Other non-cash additions(2)	(5.9)		(9.9)		(7.1)		(22.2)		(70.6)
Sustaining capital expenditures	$	43.1	$	41.1	$	42.4	$	139.2	$	144.7

(1)Per note 9 of the consolidated financial statements for the year ended December 31, 2022. Capital additions are exclusive of non-cash changes to reclamation assets arising from changes in discount rate and inflation rate assumptions in the reclamation provision.

(2)Non-cash additions include right-of-use assets associated with leases recognized in the period, capitalized depreciation for deferred stripping activities, and capitalized non-cash share-based compensation.

Total mine-site free cash flow

Mine-site free cash flow is a non-IFRS financial performance measure. The Company believes this measure is a useful indicator of its ability to operate without reliance on additional borrowing or usage of existing cash. Mine-site free cash flow is intended to provide additional information only and does not have any standardized meaning under IFRS and may not be comparable to similar measures of performance presented by other mining companies. Mine-site free cash flow should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

The following table provides a reconciliation of mine-site free cash flow to the most directly comparable IFRS measure on an aggregate basis:

	Three months ended						Year ended
$’s in millions	December 31, 2022		September 30, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Operating cash flow before non-cash changes in working capital	$	80.0	$	14.5	$	122.2	$	144.3	$	264.1
Add: Operating cash flow used (generated) by non-mine site activity(1)	7.4		31.0		34.1		100.1		130.6
Cash flow from operating mine sites	$	87.4	$	45.5	$	156.3	$	244.4	$	394.7
Mineral property, plant and equipment additions	$	163.2	182.6		135.4		$	642.2	455.3
Less: Capital expenditures relating to development projects and corporate and other non-cash additions	(109.3)		(129.1)		(69.6)		(421.8)		(209.4)
Capital expenditure from operating mine sites	53.9		53.5		65.8		220.4		245.9
Lease payments related to non-sustaining capital items	3.9		5.8		3.5		16.8		13.7
Non-sustaining exploration expense	5.4		5.9		3.0		17.8		9.9
Total mine site free cash flow	$	24.2	$	(19.7)	$	84.1	$	(10.6)	$	125.2

(1)Includes taxes paid that are not factored into mine site free cash flow and are included in operating cash flow before non-cash changes in working capital in the statement of cash flows.

41

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

NON-IFRS MEASURES (CONTINUED)

AISC contribution margin, EBITDA and adjusted EBITDA

The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors, and other stakeholders use AISC contribution margin, AISC contribution margin per gold ounce sold and adjusted EBITDA to evaluate the Company’s performance and ability to generate cash flows and service debt. AISC contribution margin is defined as revenue less AISC. EBITDA is defined as earnings before interest, tax, depreciation and amortization. Adjusted EBITDA is defined as earnings before interest, tax, depreciation, and amortization, adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as the impact of fair value changes of warrants, foreign exchange contracts and gold contracts; unrealized foreign exchange gains and losses, transaction costs, and share-based compensation expense. It is also adjusted to exclude items whose timing or amount cannot be reasonably estimated in advance or that are not considered representative of core operating performance, such as impairments and gains and losses on disposals of assets.

The following tables provide the calculation of AISC contribution margin, EBITDA and adjusted EBITDA, as calculated by the Company:

AISC Contribution Margin

	Three months ended							Year ended
$’s in millions	December 31, 2022		September 30, 2022		December 31, 2021			December 31, 2022		December 31, 2021
Revenue	$	259.3	$	245.1	$	381.2		$	952.2	$	1,082.3
Less: AISC	(227.6)		(219.1)		(266.9)			(825.7)		(812.0)
Less: Santa Luz revenue(1)	$	—	$	(30.4)	$	—		$	(40.0)	$	—
AISC contribution margin	$	31.7	$	(4.4)	$	114.3		$	86.5	$	270.3
Gold ounces sold	149,386		143,032		212,255			532,137		602,668
Less: Santa Luz gold ounces sold(1)	—		(17,756)		—			(22,945)		—
Adjusted gold ounces sold	149,386		125,276		212,255		—	509,192		602,668
AISC contribution margin per oz sold	$	212	$	(35)	$	539		$	170	$	449

(1)AISC contribution margin for year ended December 31, 2022 excludes Santa Luz results while the mine was in pre-commercial production up until the achievement of commercial production at the end of Q3 2022.

42

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

NON-IFRS MEASURES (CONTINUED)

EBITDA and Adjusted EBITDA

	Three months ended						Year ended
$’s in millions	December 31, 2022		September 30, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Net income (loss) before tax	$	(5.0)	(28.0)		88.2		$	(98.4)	535.0
Depreciation and depletion	59.8		49.1		66.7		188.8		198.1
Finance expense	12.4		10.3		10.3		40.4		41.6
Finance income	(2.6)		(1.3)		(1.1)		(5.6)		(2.8)
EBITDA	$	64.6	$	30.2	$	164.1	$	125.2	$	771.9
Non-cash share-based compensation expense	1.5		0.5		0.8		4.5		6.1
Unrealized (gain) loss on change in fair value of warrants	(2.9)		13.4		(27.5)		69.9		(85.8)
(Gain) loss on gold contracts	—		(10.6)		(4.3)		(33.3)		(58.1)
Unrealized (gain) loss on foreign exchange contracts	(7.7)		2.8		(1.7)		(16.8)		(0.4)
Unrealized foreign exchange (gain) loss	3.1		(1.0)		(10.8)		4.7		(5.9)
Non-recurring charges recognized in operating expense(1)	—		—		0.4		—		2.1
Transaction costs	—		—		0.5		—		2.4
Share of net (income) loss on investment in associate	3.6		(4.9)		(8.3)		6.2		(0.7)
Other expense (income)(2)	12.5		(4.6)		16.8		8.4		(328.4)
Adjusted EBITDA	$	74.7	$	25.7	$	130.0	$	168.7	$	303.1

(1)Non-recurring charges recognized in operating expenses for the three months and year ended December 31, 2021 relate to an impairment charge on replacement parts at Mesquite.

(2)Other expense for the year ended December 31, 2022 primarily includes a $7.0 million loss related to the sale of Mercedes and a $12.9 million loss at Santa Luz related to a write-down of plant and equipment, offset partially by an $8.5 million gain related to the royalty portfolio sale to Sandbox. Other income for the year ended December 31, 2021 includes a $186.1 million gain on reclassification of investment in Solaris, $81.4 million gain on bargain purchase of Premier, and $95.7 million gain on sale of Pilar and sale of partial interest in Solaris.

Adjusted net income and adjusted EPS

Adjusted net income and adjusted EPS are used by management and investors to measure the underlying operating performance of the Company. Adjusted net income is defined as net income adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as the impact of fair value changes in the value of warrants, foreign exchange contracts and gold contracts, unrealized foreign exchange gains and losses, and non-cash share-based compensation expense. It is also adjusted to exclude items whose timing or amount cannot be reasonably estimated in advance or that are not considered representative of core operating performance, such as impairments and gains and losses on disposals of assets. Adjusted net income per share amounts are calculated using the weighted average number of shares outstanding on a basic and diluted basis as determined by IFRS.

43

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

NON-IFRS MEASURES (CONTINUED)

The following table provides the calculation of adjusted net income and adjusted EPS, as adjusted and calculated by the Company:

	Three months ended						Year ended
$’s in millions	December 31, 2022		September 30, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Basic weighted average shares outstanding	305,189,956		304,979,851		300,790,672		304,001,631		284,932,357
Diluted weighted average shares outstanding	351,390,498		304,979,851		348,996,674		304,001,631		333,734,701
Net income (loss) attributable to Equinox Gold shareholders	$	22.6	$	(30.1)	$	109.0	$	(106.0)	$	554.9
Add (deduct):
Non-cash share-based compensation expense	1.5		0.5		1.3		4.5		8.0
Unrealized (gain) loss on change in fair value of warrants	(2.9)		13.4		(27.5)		69.9		(85.8)
Unrealized (gain) loss on gold contracts	—		(10.6)		(4.3)		(33.3)		(58.1)
Unrealized (gain) loss on foreign exchange contracts	(7.7)		2.8		(1.7)		(16.8)		(0.4)
Unrealized foreign exchange (gain) loss	3.1		(1.0)		(10.8)		4.7		(5.9)
Non-recurring charges recognized in operating expense(1)	—		—		0.4		—		2.1
Transaction costs	—		—		0.5		—		2.4
Share of net (income) loss on investment in associate	3.6		(4.9)		(8.3)		6.2		(0.7)
Other expense (income)(2)	12.5		(4.6)		16.8		8.4		(328.4)
Income tax impact related to above adjustments	(3.0)		2.3		(4.3)		(2.5)		(10.2)
Unrealized foreign exchange (gain) loss recognized in deferred tax expense	(22.2)		4.6		(2.7)		(25.8)		(15.8)
Adjusted net income (loss)	$	7.5	$	(27.6)	$	68.3	$	(90.8)	$	62.0
Adjusted income per share - basic ($/share)	$0.02		$(0.09)		$0.23		$(0.30)		$0.22
Adjusted income per share - diluted ($/share)	$0.02		$(0.09)		$0.20		$(0.30)		$0.19

(1)Non-recurring charges recognized in operating expenses relates to an impairment charge on replacement parts at Mesquite.

(2)Other expense for the year ended December 31, 2022 primarily includes a $7.0 million loss related to the sale of Mercedes and a $12.9 million loss at Santa Luz related to a write-down of plant and equipment, offset partially by an $8.5 million gain related to the royalty portfolio sale to Sandbox. Other income for the year ended December 31, 2021 includes a $186.1 million gain on reclassification of investment in Solaris, $81.4 million gain on bargain purchase of Premier, and $95.7 million gain on sale of Pilar and sale of partial interest in Solaris.

Net debt

The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use net debt to evaluate the Company’s performance. Net debt does not have any standardized meaning prescribed under IFRS, and therefore it may not be comparable to similar measures employed by other companies. This measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performances prepared in accordance with IFRS. Net debt is calculated as the sum of the current and non-current portions of long-term debt, net of the cash and cash equivalent balance as at the balance sheet date. A reconciliation of net debt is provided below.

	December 31, 2022		September 30, 2022		December 31, 2021
Current portion of loans and borrowings	$	—	$	—	$	26.7
Non-current portion of loans and borrowings	828.0		725.8		514.0
Total debt	828.0		725.8		540.7
Less: Cash and cash equivalents (unrestricted)	(200.8)		(141.9)		(305.5)
Net debt	$	627.2	$	583.9	$	235.2

44

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES

Financial instrument risk exposure

The Company is exposed in varying degrees to a variety of financial instrument related risks including credit risk, liquidity risk and market risk. The Company's Board of Directors approves and oversees the Company's risk management process which seeks to minimize the potential adverse effects of financial risks on the Company's financial results. At December 31, 2022, the financial risks to which the Company is exposed and the Company's objectives, policies and processes for managing those risks are as follows:

(a)Credit risk

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

The Company is primarily exposed to credit risk on its cash and cash equivalents, trade receivables, restricted cash and other current and non-current receivables. The Company's maximum exposure to credit risk at December 31, 2022, represented by the carrying amounts of these financial assets, was $264 million (2021 - $355 million).

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

Credit risk arising from the Company's trade receivables is low with negligible expected credit losses as the Company sells its products to large global financial institutions and other companies with high credit ratings. Credit risk relating to receivables from sales of the Company's non-core assets is mitigated by collateral held as security in the event of default.

(b)Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company enters into contracts in the normal course of business that give rise to commitments for future payments.

The Company has a $700 million Revolving Facility available for general corporate purposes, other than for repayment of amounts owing under the 2019 and 2020 Convertible Notes, of which it had utilized $573 million at December 31, 2022.

Inflationary pressures and volatility in the gold price have contributed to increasing risks that cash flow from operations and other sources of liquidity will be insufficient to meet the Company’s financial obligations as they become due, and fund the Company’s ongoing development and construction projects. If Equinox Gold’s cash flows and capital resources are insufficient to fund its debt service obligations, the Company could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance indebtedness, including indebtedness under its revolving facility. The Company may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternatives may not allow Equinox Gold to meet its scheduled debt service obligations.

For further detail on the Company’s liquidity risk, refer to the section titled Funding and Global Economy Risk within Other Risk Factors below.

(c)Market risk

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

(i)Interest rate risk

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

The Company is exposed to interest rate cash flow risk on its Revolving Facility which is subject to variable interest rates based on SOFR. A 1.0% change in the SOFR interest rate during the year ended December 31, 2022 would have resulted in a changeof$3 million, respectively, in the Company's net loss during the year ended December 31, 2022.

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

The Company is exposed to interest rate fair value risk on the 2019 Notes and 2020 Notes which are subject to fixed interest rates. The Company manages its interest rate risk with a mix of fixed and variable rate debt. A change in market interest rate would impact the fair values of the 2019 Notes and 2020 Notes. However, as the Convertible Notes are measured at amortized cost, changes in market interest rates would have had no impact to the Company's net income during the year ended December 31, 2022.

45

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

(ii)Foreign currency risk

Currency risk is the risk that the fair values or future cash flows of the Company's financial instruments, in functional currency terms, will fluctuate because of changes in foreign exchange rates. Except for Greenstone, which uses the Canadian dollar as its functional currency, the functional currency of the Company and its subsidiaries is the US dollar. The Company and its subsidiaries are exposed to currency risk on transactions, investments and balances denominated in currencies other than USD functional currency, principally on BRL, MXN, and CAD expenses. Greenstone is exposed to currency risk on transactions and balances denominated in USD.

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

At December 31, 2022	BRL		MXN		CAD		USD
Financial assets
Cash and cash equivalents	$	9,088	$	244	$	48,357	$	7,036
Marketable securities	—		—		36,867		—
Derivative assets	—		—		29,154		—
Restricted cash	5,550		—		—		1,740
Other financial assets	—		—		5,028		—
Financial liabilities
Accounts payable and accrued liabilities	(61,946)		(28,234)		(9,233)		(11,677)
Derivative liabilities	—		—		(695)		—
Lease liabilities	(6,226)		(131)		(231)		(2,298)
Other financial liabilities	—		—		—		(10,597)
	$	(53,534)	$	(28,121)	$	109,247	$	(15,796)
At December 31, 2021
Financial assets
Cash and cash equivalents	$	14,819	$	558	$	42,445	$	2
Marketable securities	—		—		240,530		—
Derivative assets	—		—		123,501		—
Restricted cash	4,400		—		—		7,796
Other financial assets	—		—		8,758		—
Financial liabilities
Accounts payable and accrued liabilities	(52,162)		(49,997)		(13,310)		(3,917)
Derivative liabilities	—		—		(32,874)		—
Lease liabilities	(2,432)		(253)		(490)		—
Other financial liabilities	—		—		—		—
	$	(35,375)	$	(49,692)	$	368,560	$	3,881

Based on the above foreign currency denominated financial assets and financial liabilities at December 31, 2022, the reasonably possible weakening in foreign currencies against the USD and the USD against CAD at such date, assuming all other variables remained constant, would have resulted in the following decrease (increase) in the Company's net loss during the year ended December 31, 2022:

	2022
BRL – 20%	$	7,816
MXN – 10%	2,053
CAD – 10%	(7,975)
USD – 10%	1,153

46

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

In accordance with its foreign currency exchange risk management program, the Company uses foreign exchange contracts to manage its exposure to currency risk on expenditures in BRL, MXN and CAD which are accounted for as derivative financial instruments. At December 31, 2022, a 20%, 10% and 10% weakening in the BRL, MXN and CAD against the USD would have resulted in a decrease of $1.7 million in the fair value of the foreign currency net derivative asset and increase in the Company's net loss during the year ended December 31, 2022. A 20%, 10% and 10% strengthening in the BRL, MXN and CAD against the USD would have resulted in an increase of $2.2 million in the fair value of the foreign currency net derivative asset and decrease in the Company's net loss during the year ended December 31, 2022.

(iii)Other price risk

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

The Company holds investments in marketable securities and warrants and has issued warrants which are measured at fair value. The fair values of investments in marketable securities are based on the closing share price of the securities at the reporting date. The fair values of the investments in warrants and warrants issued are measured using the Black-Scholes option pricing model with the closing share price of the underlying securities as an input. A 10% increase in the applicable share prices would have resulted in a decrease of $1.3 million and $1.4 million in the Company's net loss and other comprehensive loss, respectively. A 10% decrease in the applicable share prices would have resulted in an increase of $1.3 million and $1.4 million in the Company's net loss and other comprehensive loss, respectively.

Other risk factors

Funding and Global Economy Risk

There is a risk that cash flow from operations will be insufficient to meet current and future obligations, fund development and construction projects, and that additional outside sources of capital will be required. The volatility of global capital markets, including the general economic slowdown in the mining sector, has generally made the raising of capital by equity or debt financing more difficult. The Company may be dependent upon capital markets to raise additional financing in the future. As such, the Company is subject to liquidity risks in meeting its operating expenditure requirements and future development cost requirements in instances where adequate cash positions are unable to be maintained or appropriate financing is unavailable.

The Company seeks to manage its liquidity risk through a rigorous planning, budgeting and forecasting process to help determine the funding requirements to support its current operations, development and expansion plans. However, the factors described above may impact the ability to raise equity or obtain loans and other credit facilities in the future and on terms favourable to the Company and its management. If these levels of volatility persist or if there is a further economic slowdown, the Company’s operations, the Company’s ability to raise capital and the trading price of the Company’s securities could be adversely impacted.

As the Company’s operations expand and reliance on global supply chains increases, the impact of pandemics, significant geopolitical risk and conflict globally may have a sizeable and unpredictable impact on the Company’s business, financial condition and operations. The COVID-19 pandemic and the ongoing conflict in Ukraine, including the global response to the Ukraine conflict as it relates to sanctions, trade embargos and military support, have resulted in significant uncertainty as well as economic and supply chain disruptions. Should another significant variant of COVID-19 develop or the Ukraine conflict go on for an extended period of time or expand beyond Ukraine, or should other geopolitical disputes and conflicts emerge in other regions, this could result in material adverse effects to the Company.

Gold Price Risk

The profitability of the Company is, in part, related to the market price for gold. A decline in the market price for gold could negatively impact the Company’s future operations. Gold prices are affected by various forces beyond Equinox Gold’s control, including global supply and demand, interest rates, exchange rates, inflation or deflation and the political and economic conditions of major gold producing countries. The price of gold has fluctuated widely in recent years, and future price declines could cause continuous development of, and commercial production from, Equinox Gold’s properties to be uneconomic. Future production from Equinox Gold’s mining properties is dependent on gold prices that are adequate to make these properties economically viable.

With the increase in gold prices in January 2023, the Company took measures to manage cash flow variability during the construction period of Greenstone and on January 31, 2023, entered into gold collar contracts with a put strike price of $1,900 per ounce and an average call strike price of $2,065 per ounce, for 10,644 ounces per month beginning February 2023 through to March 2024.

47

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

Production and Cost Estimates

Equinox Gold prepares forecasts of future production that are estimates based on interpretation and assumptions, and actual production may be less than estimated. Unless otherwise noted, Equinox Gold’s production forecasts are based on full production guidance being achieved. Equinox Gold’s ability to achieve and maintain full production rates is subject to several risks and uncertainties, including the accuracy of Mineral Reserve and Mineral Resource estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions, physical characteristics of ores, the accuracy of estimated rates and costs of mining and processing, and the receipt and maintenance of permits.

Equinox Gold prepares estimates of operating costs and/or capital costs for each operation and project. The Company’s actual costs may vary from estimates and are dependent on several factors, including, but not limited to:

•the price of gold and by-product metals;

•the exchange rate between the USD, MXN, BRL and CAD;

•production levels;

•increases in operating costs due to inflationary cost pressures, changes in the cost of fuel, power, materials, and other inputs used in mining operations, changes in costs due to supply chain disruptions, equipment limitations, or government intervention through stimulus spending or additional regulations;

•the availability and costs of skilled labour and specialized equipment;

•the availability and cost of appropriate processing and refining arrangements and related smelting and refining charges;

•royalties; and

•the timing and cost of construction and maintenance activities.

The Company’s inability to manage costs may impact, among other things, future development decisions, which could materially and adversely affect the Company’s business, financial condition and results of operations.

Uncertainty of Mineral Reserve and Mineral Resource Estimates

The Mineral Reserves and Mineral Resources published by Equinox Gold are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Mineral Reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond Equinox Gold’s control. Such estimation is a subjective process, and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any accounting period. In addition, there can be no assurance that metal recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Fluctuation in commodities prices, results of drilling, metallurgical testing and production and the evaluation of mine plans after the date of any estimate may require revision of such estimates. Any material reductions in estimates of Mineral Reserves and Mineral Resources, or of Equinox Gold’s ability to extract these Mineral Reserves, could have an adverse effect on Equinox Gold and its business, results of operations and financial position. Inferred Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability and have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility to mine. A significant amount of exploration work must be completed to determine if an Inferred Mineral Resource may be upgraded to a higher category of Mineral Reserve.

Community Action

Communities and non-governmental organizations (“NGOs”) are increasingly vocal and active with respect to mining activities at or near their communities. Some communities and NGOs may take actions that could have an adverse effect on the Company’s operations and reputation, such as commencing lawsuits and establishing blockades that prevent access to the Company’s operations or restrict the delivery of supplies and personnel. In certain circumstances, such actions could ultimately result in the cessation of mining activities and the revocation of permits and licenses. Mining activities at Los Filos were disrupted in each of 2020, 2021 and 2022 because of community blockades and the Company has had short-term disruptions at some of its Brazil operations in 2022.

Equinox Gold has initiated various programs to enhance its community engagement processes, maintain industry standard social and environmental practices, and reinforce the Company’s commitment to the safety and health of its workforce and surrounding communities. There is no assurance, however, that its efforts will be successful at mitigating all impacts of community actions to the Company’s operations, and the Company may suffer material negative consequences to its business.

48

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

Property Commitments

The properties held by Equinox Gold may be subject to various land payments, royalties and/or work commitments. Failure by Equinox Gold to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

In Mexico, while mineral rights are administered by the federal government through federally issued mining concessions, surface rights over the land located in the mining concessions may be owned by third parties, including Ejidos or Bienes Comunales (communally held land). The Company has secured the surface rights necessary to operate Los Filos through written agreements with one Ejido and two Bienes Comunales, as well as with individual members of the Ejido. However, these agreements are subject to renegotiation, especially with respect to the payments made by the Company to operate on such lands. Absence of agreement during a renegotiation may have significant impacts on the operation of Los Filos and could result in delays and higher costs to the Company to conduct its operation.

With respect to Los Filos, various land access agreements have been entered into with local communities and individuals whose properties include the areas occupying Los Filos mine operations, two of which will be renegotiated in 2024 and 2025. In addition, pursuant to social collaboration agreements with each of the communities Equinox Gold provides benefits such as improvements to communal infrastructure or spending in educational and social support. The Company occasionally receives additional requests and complaints from the communities relating to such commitments. If the Company is unable to satisfy such additional requests or satisfactorily renegotiate the terms and conditions of the agreements, it may result in protests, blockades, or other forms of public expression against Equinox Gold’s activities and may have a negative impact on Equinox Gold’s reputation and operations.

Share Price Fluctuation

Securities markets have experienced a high degree of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations that have not necessarily been related to the companies’ operating performance, underlying asset values or prospects. There can be no assurance that these kinds of share price fluctuations or lack of liquidity will not occur in the future, and if they do occur, the Company does not know how severe the impact may be on Equinox Gold’s ability to raise additional funds through the issuance of equity or other securities. If Equinox Gold is unable to generate adequate revenues or obtain the financing required to successfully operate its mines and complete its development projects, as envisioned, any investment in Equinox Gold may be materially diminished in value or lost.

Foreign Operations

Equinox Gold conducts mining, processing, development, exploration, and other activities through subsidiaries in foreign countries, including the United States, Mexico and Brazil. Mining activities are subject to the risks normally associated with any conduct of business in foreign countries including:

•expropriation, nationalization, and the cancellation, revocation, renegotiation, or forced modification of existing contracts, permits, licenses, approvals, or title, particularly without adequate compensation;

•changing political and fiscal regimes, and economic and regulatory instability;

•unanticipated adverse changes to laws and policies, including those relating to mineral title, royalties and taxation;

•delays or inability to obtain or maintain necessary permits, licenses or approvals;

•opposition to mine projects, which include the potential for violence, property damage and frivolous or vexatious claims;

•restrictions on foreign investment;

•unreliable or undeveloped infrastructure;

•labour unrest and scarcity;

•difficulty obtaining key equipment and components for equipment;

•regulations and restrictions with respect to imports and exports;

•high rates of inflation;

•extreme fluctuations in currency exchange rates and restrictions on foreign exchange, currencies and repatriation;

•inability to obtain fair dispute resolution or judicial determinations because of bias, corruption or abuse of power;

•abuse of power of foreign governments who impose, or threaten to impose, fines, penalties or other similar mechanisms, without regard to the rule of law;

49

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

•difficulties enforcing judgments, particularly judgments obtained in Canada or the United States, with respect to assets located outside of those jurisdictions;

•difficulty understanding and complying with the regulatory and legal framework with respect to mineral properties, mines and mining operations, and permitting;

•violence and the prevalence of criminal activity, including organized crime, theft and illegal mining;

•civil unrest, terrorism and hostage taking;

•military repression and increased likelihood of international conflicts or aggression;

•restriction on the movements of personnel and supplies as the result of COVID-19; and

•increased public health concerns.

Criminal activity in Mexico, including violence between the drug cartels and authorities and incidents of violent crime, theft, kidnapping for ransom and extortion by organized crime, has increased over time. The Mexican government has had limited effectiveness in addressing such criminal activity, which can give rise to uncertainty. Although Equinox Gold has implemented measures to protect its employees, contractors, property and production facilities from these security risks, there can be no assurance that security incidents will not have an adverse effect on the Company’s operations.

The Company’s mining and development properties in Brazil expose the Company to various socioeconomic conditions as well as to local laws governing the mining industry. The Brazilian government has a history of economic interventionism that can give rise to uncertainty.

Changes, if any, in mining or investment policies or shifts in political attitude in the jurisdictions in which the Company operates may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, importation of parts and supplies, income and other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Operations can also be affected by government actions against third parties, such as artisanal miners, which can indirectly impact community perception of large mining companies and increase the risk of blockades and other interruptions to operations.

Uncertainty over whether the United States, Mexican or Brazilian governments will implement changes in policy or regulation may contribute to economic uncertainty. Historically, politics in these regions have affected the performance of the economy and past political crises have affected the confidence of investors and the public, generally resulting in an economic slowdown.

Operational Risks

Equinox Gold’s principal business is the mining, processing of, and exploration for precious metals. Equinox Gold’s mining operations and processing and related infrastructure facilities are subject to risks normally encountered in the mining and metals industry. Although adequate precautions to minimize risk will be taken, operations are subject to hazards that could have an adverse effect on the business, results of operations and financial position of Equinox Gold.

Such risks include, without limitation, actual ore mined varying from estimates of grade or tonnage, metallurgical or other characteristics, environmental hazards, tailings risks, industrial accidents, labour disputes, changes in laws, technical difficulties or failures, late delivery of supplies or equipment, unusual or unexpected geological formations or pressures, cave-ins, pit-wall failures, rock falls, unanticipated ground, grade or water conditions, climate change related events such as flooding and droughts, interruptions in or shortages of electrical power or water, periodic or extended interruptions due to the unavailability of materials and force majeure events.

Additionally, Equinox Gold’s operations are subject to seasonal weather conditions. As a result of potentially heavy rainfall, pit access and the ability to mine ore may be lower at certain times of the year and may increase the cost of mining. In addition, a prolonged dry season may result in drought conditions, which may also impact production due to insufficient water for processing.

Such risks could result in reduced production, damage to, or destruction of, mineral properties or producing facilities, damage to or loss of life or property, environmental damage, delays in mining or processing, economic losses and possible legal liability.

50

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

Construction Risks

Construction of Greenstone commenced in late 2021. In addition, the Company is progressing studies and engineering for expansion projects at Castle Mountain, Aurizona and Los Filos. Construction of a project requires substantial expenditures and could have material cost overruns versus budget. The capital expenditures and time required for any expansion project, or to develop a new mine are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to expand or build the project.

Construction costs and timelines can be impacted by a wide variety of factors, many of which are beyond the control of Equinox Gold. These include, but are not limited to, inflation, weather conditions, ground conditions, availability of appropriate rock and other material required for construction, availability and performance of employees, contractors and suppliers, supply chain constraints, shipping risks and delays, delivery and installation of equipment, design changes, accuracy of construction quantities and cost estimates and social acceptance by communities. Project development schedules are also dependent on obtaining and maintaining governmental approvals and the timeline to obtain such approvals is often beyond the control of Equinox Gold. A delay in start-up of commercial production would increase capital costs and delay generating revenues. Given the inherent risks and uncertainties associated with construction and development of projects, there can be no assurance that a construction or expansion project will continue in accordance with current expectations or at all, that construction or expansion costs will be consistent with the budget, that production will be achieved on schedule, or that the mine will operate as planned.

Permitting

Equinox Gold’s operating, development and exploration activities are subject to receiving and maintaining licenses, permits and approvals (collectively, permits) from appropriate governmental authorities. Before commencing any operations, development or exploration on any of its properties, Equinox Gold must receive numerous permits. As the timing of receiving permits can vary and is largely out of the Company’s control, Equinox Gold may be unable to obtain on a timely basis or maintain in the future all necessary permits to explore and develop its properties, commence construction or operation of mining facilities and properties or maintain continued operations. Delays may occur in connection with obtaining necessary renewals of permits for Equinox Gold’s existing operations and activities, additional permits for existing or future operations or activities, or additional permits associated with new legislation. It is possible that previously issued permits may become suspended or revoked for a variety of reasons, including through change in government regulation or court action. Equinox Gold can provide no assurance that it will continue to hold or obtain, if required to, all permits necessary to develop or continue operating at any particular site, which could adversely affect its operations. Operation, development and exploration of Equinox Gold’s properties require permits from various governmental authorities in the United States, Canada, Mexico and Brazil, respectively. There can be no assurance that all future permits that Equinox Gold requires will be obtainable or renewable on reasonable terms, or at all. Delays or a failure to obtain required permits, or the expiry, revocation or failure to comply with the terms of any such permits that Equinox Gold has already obtained, would adversely affect its business.

Castle Mountain – Phase 2 Permitting

There can be no certainty that all necessary licenses and permits required to carry out development of Phase 2 at Castle Mountain will be obtained as currently projected, or as development plans for the project evolve. The process for permitting applications is often complex and time‐consuming, requiring a significant amount of time and other resources. The duration and success of efforts to obtain permits are contingent upon many variables outside of the Company’s control. In addition, most major permitting authorizations are subject to appeals or administrative protests, resulting in the potential for litigation that could give rise to administrative reconsiderations or reversals of permitting decisions. Appeals and similar litigation processes can result in lengthy delays, with uncertain outcomes. Such issues could impact the expected development timelines at Castle Mountain and have a material adverse effect on the Company’s business.

Climate Change

Climate change may exacerbate or create new operational risks for the Company. Governments are moving to introduce climate change legislation and treaties at the international, national, state/province and local levels. Regulations relating to emission levels (such as carbon taxes or cap and trade schemes) and energy efficiency is becoming more stringent. If the current regulatory trend continues, Equinox Gold expects that this may result in increased taxes, operating costs and/or capital costs. In addition, physical risk of climate change may also have an adverse effect on Equinox Gold’s business and may impact the Company’s operations and financial position. These risks include: sea level rise, extreme weather events, impact on water availability and resource shortages due to delivery disruptions.

The Company has performed modelling to identify potential climate change risks specific to the Company’s operations to assist in identifying and mitigating such risks going forward. However, Equinox Gold cannot provide assurance that efforts to mitigate the risks of climate changes at all sites will be effective and that the physical risks of climate change will not have an adverse effect on the Company’s business, results of operations and financial position.

51

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

In March 2021 a historic rain event caused widespread flooding in the Aurizona region and a freshwater pond on the Aurizona site overflowed. The tailings facility and other infrastructure at the Aurizona site were not affected and remained operational. The Company subsequently received several fines from the local state government for environmental infractions related to turbidity in the local community’s water supply. In addition, public civil actions have been filed against the Company in both Maranhão State and Brazil Federal court that claim various damages because of the rain event. The Company considers the fines and public civil actions to be without merit.

Water Availability

Water availability is an operational risk for all mine sites. The Company’s sites are situated in a variety of climatic zones, including arid and semi-arid regions, as well as areas with distinct seasonal wet and dry periods.

Castle Mountain maintains water rights including two producing wells at Castle Mountain and the mine has sufficient water supply for processing purposes for Phase 1 operations. However, additional sources of ground water are required to expand throughput and gold production as contemplated for the Phase 2 expansion. The Company has done extensive drilling to identify additional water sources for the Phase 2 expansion. Water sources with sufficient supply have been identified and the Company is in the process of applying for permits to extract the water. If Equinox Gold is unable to secure permits to extract the additional water supplies, a shortage of adequate water could prevent or limit the Company’s ability to expand production at Castle Mountain.

Santa Luz is situated in a semi-arid region of Brazil and is dependent on the annual rainy season for replenishment of the supply of water. After Santa Luz’s shutdown in 2014, the previous operator began to pump water from the nearby Itapicurú River, the main drainage system in the area, and store water within the C1 open pit for future use. The Company has converted and expanded an existing TSF (as defined herein) into a water storage facility to increase Santa Luz’s water storage capacity. In 2021, the remaining water in the C1 pit was transferred to the new water storage facility and is available for use as process water as a mitigation measure should insufficient water be available to pump from the Itapicurú River throughout the operational life of the mine.

Aurizona is situated in a tropical region of Brazil and receives significant amounts (over 3,000mm on average) of rainfall during the rainy season. Storage of water collected during the rainy season for use in the processing plant throughout the dry season is constrained by the capacity of the existing TSF. The management of the water within the TSF becomes critical to ensure there is enough water available for mineral processing needs for the duration of the dry season and prior to the onset of the subsequent rainy season that recharges the water in the TSF reservoir. The Company is now using the depleted Boa Esperança open pit as primary source of water storage for the process plant, which has increased available water storage capacity. In addition, a new TSF is planned to receive all future tailings deposition by mid 2023, which will allow the existing TSF to be closed. Once operational, the new TSF will provide water storage and water available to recycle back to the process plant.

RDM is situated in a semi-arid region of Brazil and is dependent on the annual rainy season for replenishment of the supply of water. Prolonged drought conditions in the region can contribute to lower-than-expected water recharge in wells as well as lower-than-expected water accumulation in the water storage facilities. The Company’s ability to obtain and secure alternate supplies of water at a reasonable cost depends on many factors, including: regional supply and demand; political and economic conditions; problems that affect local supply; delivery and transportation of water; and relevant regulatory regimes. Previous operators temporarily suspended RDM operations on an annual basis since the mine’s inception in 2014 due to continued regional drought conditions. In 2017, a water storage facility was built to allow for the capture and storage of rainwater and surface water runoff in a larger catchment area; however, insufficient water capture was realized, and operations continued to be temporarily suspended in 2018 and 2019. In 2020, 2021 and 2022, however, there was sufficient water captured within the water storage facility to allow RDM to achieve continued operations through the dry season. While the Company has sufficient water to support current operations, there is no guarantee that the Company can secure an alternate source of water in the event of a future prolonged drought.

Uninsurable Risks

Equinox Gold is subject to several risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, mechanical failures, cybersecurity incidents, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to Equinox Gold’s current properties and future properties of Equinox Gold or the properties of others, delays in mining, monetary losses and possible legal liability.

Equinox Gold maintains insurance to protect against certain risks in such amounts as it considers to be reasonable. However, Equinox Gold cannot provide any assurance that its insurance coverage will be sufficient to cover any resulting liability, or that such insurance will continue to be available at economically feasible premiums or for other reasons.

52

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

While Equinox Gold evaluates the risks to its business and carries insurance policies to mitigate the risk of loss where economically feasible, not all risks are reasonably insurable and insurance coverages may contain limits, deductibles, exclusions, and endorsements. In particular, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available on acceptable terms to Equinox Gold or to other companies in the mining industry. Losses from such events may have an adverse effect on Equinox Gold, its business, results of operations and financial position. Equinox Gold may also become subject to liability for pollution or other hazards which may not be insured against, or which Equinox Gold may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Equinox Gold to incur significant costs that could have an adverse effect upon its business, results of operations and financial position.

Defects in Land Title

Equinox Gold does not have title insurance on its properties, and the Company’s ability to ensure that it has obtained a secure claim to individual mineral properties or mining concessions may be severely constrained. Equinox Gold has not conducted surveys of all of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. Equinox Gold can provide no assurances that there are no title defects affecting its properties. Accordingly, its mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including indigenous land claims, and title may be affected by, among other things, undetected defects. In addition, Equinox Gold may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Environmental Risks, Regulations and Hazards

All phases of Equinox Gold’s mining operations are subject to environmental regulation in the jurisdictions in which the Company operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will likely, in the future, require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s mining operations. Environmental hazards may exist on the properties that are unknown at present that have been caused by previous or existing owners or operators of the properties. Equinox Gold may become liable for such environmental hazards caused by previous owners or operators of the properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including fines and orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Previous mining by artisanal miners (“Garimpeiros”) has occurred and continues today on or near certain of Equinox Gold’s Brazilian properties. Garimpeiros are known to use motor oils, other substances and greases in their mining processes, which can result in environmental damage. While Equinox Gold has taken steps to address the activities of the Garimpeiros and the related environmental impacts, there is no certainty that such activities will be discontinued and Equinox Gold may become liable for such environmental hazards caused by Garimpeiro activity.

In April 2022, the Mexican Supreme Court issued a decision ordering the cancellation of two mineral claims previously issued to a mining company on the basis that free, prior and informed consultation with Indigenous peoples was not conducted by the Government before the relevant mineral claims were issued. The Court indicated that the relevant mineral claims may be reissued once the required consultations are complete. The draft decision increases the risk of other communities seeking similar injunctions in the future.

The extraction process for gold and metals can produce tailings, which are the slurry and sand-like materials that are a product of the extraction process. Tailings are stored in engineered facilities (TSFs) that are designed, constructed, operated and closed in conformance with federal and state requirements and standard industry practices. Hazards such as uncontrolled seepage or geotechnical failure of retaining dams around tailings disposal areas, however, may result in environmental pollution and consequent liability.

Equinox Gold’s historical operations have generated chemical and metals depositions in the form of tailing ponds, rock waste dumps, and heap leach pads. The Company’s ability to obtain, maintain and renew permits and approvals and to successfully develop and operate mines may be adversely affected by real or perceived impacts associated with Equinox Gold’s activities or of other mining companies that affect the environment, human health and safety.

53

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

The water collection, treatment and disposal operations at Equinox Gold’s mines are subject to strict regulation and involve significant environmental risks. If collection or management systems fail, overflow or do not operate properly, untreated water or other contaminants could discharge into nearby properties or into nearby streams and rivers, causing damage to persons or property, or to aquatic life and causing economic damages. Liabilities resulting from damage, regulatory orders or demands, revoking of licenses or permits, or similar, could adversely affect Equinox Gold’s business, results of operations and financial condition due to partial or complete shutdown of operations. Moreover, in the event that Equinox Gold is deemed liable for any damage caused by overflow, Equinox Gold’s losses or consequences of regulatory action might not be covered by insurance policies.

Government Regulation

The operating, development and exploration activities of Equinox Gold are subject to various laws governing prospecting, development, production, exports, imports, taxes, labour standards and occupational health and safety, mine safety, toxic substances, waste disposal, environmental protection and remediation, protection of endangered and protected species, land use, water use, land claims of local people and other matters. Externally driven regulation changes in the countries in which the Company operates add uncertainties that cannot be accurately predicted. Any future adverse changes in government policies or legislation in the jurisdictions in which the Company operates are outside the Company’s control.

Any changes in government policy may result in changes to laws affecting ownership of assets, mining policies, monetary policies, taxation, royalty rates, exchange rates, environmental regulations, labour relations and return of capital. This may affect both Equinox Gold’s ability to undertake operating, development and exploration activities in respect of present and future properties in the manner currently contemplated, as well as its ability to continue to explore, develop and operate those properties in which it has an interest or in respect of which it has obtained exploration and development rights to date. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.

No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be interpreted in a manner which could have an adverse effect on Equinox Gold and its business, results of operations and financial position. Amendments to current laws, regulations and permits governing operating, development and exploration activities, or more stringent or different implementation, could have an adverse impact on Equinox Gold, or could require abandonment or delays in the development of new mining properties. Failure to comply with any applicable laws, regulations or permitting requirements may result in enforcement actions against Equinox Gold, including significant fines or orders issued by regulatory or judicial authorities causing process, development or exploration activities to cease or be curtailed or suspended, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.

Counterparty Risk

Counterparty risk is the risk to Equinox Gold that a party to a contract will default on its contractual obligations to Equinox Gold. Equinox Gold is exposed to various counterparty risks including, but not limited to: (i) financial institutions that hold Equinox Gold’s cash and short-term investments; (ii) companies that have payables to Equinox Gold; (iii) providers of its risk management services, such as hedging arrangements; (iv) shipping service providers that move Equinox Gold’s material; (v) Equinox Gold’s insurance providers; and (vi) Equinox Gold’s lenders. Although Equinox Gold makes efforts to limit its counterparty risk, Equinox Gold cannot effectively operate its business without relying, to a certain extent, on the performance of third-party service providers.

Information Systems and Cybersecurity

Targeted attacks on Equinox Gold’s systems (or on systems of third parties that Equinox Gold relies on), failure or non-availability of key information technology (“IT”) systems or a breach of security measures designed to protect Equinox Gold’s IT systems could result in disruptions to Equinox Gold’s operations, extensive personal injury, property damage or financial or reputational risks. Equinox Gold has implemented and regularly tests system controls and disaster recovery infrastructure for certain IT systems. As the threat landscape is ever-changing, the Company takes continuous mitigation efforts, including risk prioritized controls, to protect against known and emerging threats, adopt tools to provide automated monitoring and alerting, and install backup and recovery systems to ensure the Company’s ability to restore systems and return to normal operations. There is no certainty that Equinox Gold’s efforts will adequately protect the Company’s systems and operations.

Taxation Risk

Equinox Gold is subject to taxes, duties, levies, government royalties and other government-imposed compliance costs in several jurisdictions. New taxes or increases to the rates of taxation could have an adverse impact on the results of operations or the Company’s finances.

The Company has organized its operations in part based on its understanding and assumptions in relation to various tax laws (including capital gains, withholding tax and transfer pricing) within the jurisdictions in which the Company operates.

54

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

The Company believes that its understanding and assumptions are reasonable. However, the Company cannot provide assurance that foreign taxation or other authorities will reach the same conclusion. The results of an audit of prior tax filings may have a material impact on Equinox Gold.

Equinox Gold is currently appealing federal and municipal value-added tax assessments in Brazil and Mexico. While Equinox Gold is confident that long-term regular recovery of value-added taxes or other amounts receivable from various governmental and nongovernmental counter parties will be established, Equinox Gold cannot guarantee that such taxes will be recovered or that its activities will result in profitable processing operations.

On November 3, 2022, the Department of Finance (Canada) released draft legislative proposals in relation to draft legislation released on February 4, 2022, to implement certain tax proposals that are intended to limit the deductibility of certain interest and financing expenses. These proposals, effective for taxation years beginning on or after October 1, 2023, will limit the amount of net interest and financing expenses that may be deducted by certain taxpayers in computing their income to no more than a fixed ratio of tax to EBITDA. If enacted, the proposals may create an additional tax burden that could impact the cashflow of the Company and may have an adverse impact on the Company and its investors.

Joint Ventures

The Company holds a 60% interest in Greenstone through a limited partnership with Orion, who holds the remaining 40% interest. As such, the development and operation of Greenstone is subject to the risks normally associated with the conduct of joint ventures which may include (i) disagreements between joint venture partners on how to develop and operate mines efficiently; (ii) that joint venture partners may at any time have economic or business interests or goals that are, or become, inconsistent with another joint venture partner’s business interests or goals; (iii) an inability of joint venture partners to meet their obligations to the joint venture or third parties; (iv) the potential bankruptcy of a joint venture partner; (v) the possibility that a joint venture partner may not be able to sell its interest in the joint venture; or (vi) litigation arising between joint venture partners regarding joint venture matters. The existence or occurrence of one or more such events could have a material adverse impact on the Company’s profitability, future cash flows, earnings, results of operations and financial condition.

Acquisitions, Business Arrangements or Transactions

Equinox Gold will continue to seek new mining and development opportunities in the mining industry as well as business arrangements or transactions. In pursuit of such opportunities, Equinox Gold may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their workforce into Equinox Gold. Ultimately, any acquisitions would be accompanied by risks, which could include change in commodity prices, difficulty with integration, failure to realize anticipated synergies, significant unknown liabilities, delays in regulatory approvals and exposure to litigation. There is no guarantee that the sources of financing that have been announced will be successful and that additional funding will be available for development of projects or to refinance existing corporate and project debt. There may be an inability to complete the investment on the proposed terms or at all due to delays in obtaining or inability to obtain the consent of lenders or to execute intercreditor agreements or obtain required regulatory and exchange approvals. Any issues that Equinox Gold encounters in connection with an acquisition, business arrangement or transaction could have an adverse effect on its business, results of operations and financial position.

In April 2022, the Company completed the sale of Mercedes to Bear Creek. Bear Creek subsequently requested an extension to the payment date of the $25 million Second Cash Payment due under the applicable share purchase agreement. The parties have agreed on extension terms. There is a risk that Bear Creek will be unable to meet its obligations with respect to the Second Cash Payment or that the Company will be unable to recover the Second Cash Payment through the exercise of its security.

In April 2021, the Company completed the sale of Pilar to Pilar Gold. Pilar Gold subsequently requested extensions to the payment date of the $17.5 million Third Installment due under the applicable share purchase agreement, and Equinox Gold agreed to extend the maturity of the Third Tranche to November 30, 2023. There is a risk that Pilar Gold will be unable to meet its obligations with respect to the Third Tranche or that the Company will be unable to recover the Third Tranche through exercise of its security.

Reclamation Estimates, Costs and Obligations

Equinox Gold’s operations are subject to reclamation plans that establish its obligations to reclaim properties after mining and processing operations have concluded. While closure costs are estimated using industry standard practices, often using third parties, it is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with the properties in which Equinox Gold holds an interest. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine.

55

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

Accordingly, these obligations represent significant future costs for Equinox Gold, and it may be necessary to revise planned expenditures, operating plans and reclamation concepts and plans to fund reclamation activities. Such increased costs may have an adverse impact upon the business, results or operations and financial position of Equinox Gold.

There is a potential future liability for cleanup of tailings deposited on the mining license areas by others during previous periods of mining and reprocessing. It is not possible to quantify at this time what the potential liability may be and detailed assessments need to be made to determine future land reclamation costs, if any.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on having adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, terrorism, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect Equinox Gold’s business, results of operations and financial position. Generators currently act as back-up for power outages but, despite provision for backup infrastructure, there can be no assurance that challenges or interruptions in infrastructure and resources will not be encountered.

Employee and Labour Relations

Some of Equinox Gold’s employees and contractors are unionized. Although the Company has reached agreements and places significant emphasis on maintaining positive relationships with the union and employees, there is the risk of labour strikes and work stoppages. Should they occur, some labour strikes and work stoppages have the potential to significantly affect the Company’s operations and thereby adversely impact the Company’s future cash flows, earnings, production, and financial conditions.

Further, relations with employees and contractors may be affected by changes in the scheme of labour relations that may be introduced by the relevant governmental authorities in the jurisdictions in which the mining operations are conducted. Changes in such legislation or otherwise in Equinox Gold’s relationships with its employees may result in strikes, lockouts or other work stoppages, any of which could have an adverse effect on the business, results of operations and financial position.

Properties Located in Remote Areas

Certain of Equinox Gold’s properties are located in remote areas, some of which have severe climates, resulting in technical challenges for conducting exploration, construction and development activities, and mining. Equinox Gold benefits from modern technologies for operating in areas with severe climates. Nevertheless, Equinox Gold may sometimes be unable to overcome problems related to weather and climate at a commercially reasonable cost, which could have an adverse effect on Equinox Gold’s business, results of operations and financial position. The remote location of certain of Equinox Gold’s operations may also result in increased costs and transportation difficulties.

Corruption and Bribery

Equinox Gold’s operations are governed by, and involve interactions with, many levels of government in numerous countries. Equinox Gold is required to comply with anti-corruption and anti-bribery laws, including but not limited to the Canadian Corruption of Foreign Public Officials Act, the United States Foreign Corrupt Practices Act, the Brazil Clean Company Act and the Mexico Criminal Code and Anti-Corruption in Public Contracts Act. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. Although Equinox Gold has adopted steps to mitigate such risks, including the implementation of training programs, internal monitoring, reviews and audits, and policies to ensure compliance with such laws, such measures may not always be effective in ensuring that Equinox Gold, its employees, contractors or third-party agents will comply strictly with such laws. If Equinox Gold finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on Equinox Gold resulting in an adverse effect on Equinox Gold’s reputation and business.

Internal Controls Over Financial Reporting

Equinox Gold may fail to maintain the adequacy of its internal controls over financial reporting as such standards are modified, supplemented or amended from time to time, and Equinox Gold cannot ensure that it will conclude on an ongoing basis that it has effective internal controls over financial reporting. Equinox Gold’s failure to satisfy the requirements of Canadian and United States legislation on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm Equinox Gold’s business and negatively impact the trading price and market value of its shares or other securities.

56

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm Equinox Gold’s operating results or cause it to fail to meet its reporting obligations.

Equinox Gold may fail to maintain the adequacy of its disclosure controls. Disclosure controls and procedures are designed to ensure that the information required to be disclosed by Equinox Gold in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to Equinox Gold’s management, as appropriate, to allow timely decisions regarding required disclosure.

No evaluation can provide complete assurance that Equinox Gold’s financial and disclosure controls will detect or uncover all failures of persons within Equinox Gold to disclose material information otherwise required to be reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. The effectiveness of Equinox Gold’s controls and procedures could also be limited by simple errors or faulty judgments.

If the Company does not maintain adequate financial and management personnel, processes, and controls, it may not be able to accurately report its financial performance on a timely basis, which could cause a decline in the Company’s share price and harm its ability to raise capital. Failure to accurately report the Company’s financial performance on a timely basis could also jeopardize its continued listing on the TSX or NYSE-A or any other exchange on which the Company’s common shares may be listed.

Public Perception

Damage to Equinox Gold’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Although Equinox Gold places great emphasis on protecting its image and reputation, it does not have control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations and, decreased investor confidence and act as an impediment to Equinox Gold’s overall ability to advance its projects, thereby having an adverse impact on financial performance, cash flows, growth prospects, and the market value of the Company’s securities.

Equinox Gold May Become Subject to Additional Legal Proceedings

Equinox Gold is currently subject to litigation and claims in Canada, Brazil, Mexico and the United States and may, from time to time, become involved in various claims, legal proceedings, regulatory investigations and complaints. Equinox Gold cannot reasonably predict the likelihood or outcome of any actions should they arise. If Equinox Gold is unable to resolve any such disputes favorably, it may have an adverse effect on Equinox Gold’s financial performance, cash flows, and results of operations. To the extent management believes it is probable that a material cash outflow will be incurred to settle the claim, a provision for the estimated settlement amount is recorded. Equinox Gold’s assets and properties may become subject to further liens, agreements, claims, or other charges as a result of such disputes. Any claim by a third party on or related to any of Equinox Gold’s properties, especially where Mineral Reserves have been located, could result in Equinox Gold losing a commercially viable property. Even if a claim is unsuccessful, it may potentially affect Equinox Gold’s operations due to the high costs of defending against the claim. If Equinox Gold loses a material commercially viable property, such a loss could lower its future revenues, or cause Equinox Gold to cease operations.

Equinox Gold could be forced to compensate those suffering loss or damage by reason of its processing, development or exploration activities and could face civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Any such regulatory or judicial action could materially increase Equinox Gold’s operating costs and delay or curtail or otherwise negatively impact Equinox Gold’s activities.

Management

The success of Equinox Gold will be largely dependent on the performance of its Board and its management team. The loss of the services of these persons could have an adverse effect on Equinox Gold’s business, results of operations, financial position and prospects. There is no assurance Equinox Gold can maintain the services of its Board and management or other qualified personnel required to operate its business. Failure to do so could have an adverse effect on Equinox Gold and its business, results of operations, financial position and its growth prospects.

Employee Recruitment and Retention

Recruiting and retaining qualified personnel is critical to Equinox Gold’s success. The number of persons skilled in the acquisition, exploration, development and operation of mining properties is limited and competition for such persons is intense. In particular, there is intense competition for engineers, geologists and persons with mining expertise. As Equinox Gold’s business activity grows, it will require additional key financial, administrative, mining, marketing and public relations personnel as well as additional staff at its operations. Although Equinox Gold believes that it will be successful in attracting and retaining qualified personnel, there can be no assurance of such success as competition for such persons with these skill sets increases.

57

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

If Equinox Gold is not successful in attracting and retaining qualified personnel, the efficiency of the Company’s operations could be impaired, which could have an adverse impact on Equinox Gold’s future cash flows, earnings, results of operations, and financial condition.

COVID-19

COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. Since then, COVID-19 has had, and is expected to continue to have, a negative impact on global financial conditions. Almost all countries globally continue to experience negative impacts as the result of COVID-19, including Canada, the USA, Mexico, and Brazil where the Company operates and has offices. A sustained slowdown in economic growth could have an adverse effect on the price and/or demand for gold. Further, as the prevalence of COVID-19 continues, governments may implement new regulations and restrictions regarding the flow of labour, services and products. Consequently, the Company’s operations could be impacted, including through inflation and limited availability of labour, suppliers and distribution channels.

The Company continues to monitor the evolution of the COVID-19 pandemic and applies operational and safety procedures in accordance with guidelines outlined by the World Health Organization, the United States and Canada Centres for Disease Control and the local, state and federal governments at each of its sites. The Company supports preventive measures and vaccination campaigns conducted by local authorities.

Competition

The mining industry is very competitive, particularly with respect to properties that produce, or are capable of producing, gold and other metals. Mines have limited lives and, as a result, Equinox Gold continually seeks to replace and expand Mineral Reserves through exploration and the acquisition of new properties. In addition, there is a limited supply of desirable mineral lands available in areas where Equinox Gold would consider conducting exploration and/or production activities. As Equinox Gold faces significant and increasing competition from a number of large established companies, some of which have greater financial and technical resources than Equinox Gold, for a limited number of suitable properties and resource acquisition opportunities, Equinox Gold may be unable to acquire such mining properties which it desires on terms it considers acceptable.

Equinox Gold competes with other mining companies for the recruitment and retention of qualified directors, professional management, employees and contractors. Competition is also intense for the availability of drill rigs, mining equipment, and production equipment. Competition in the mining industry for limited sources of capital could adversely impact the Company’s ability to acquire and develop suitable gold mines, gold developmental projects, gold producing companies, or properties having significant exploration potential. As a result, there can be no assurance that the Company’s acquisition and exploration programs will yield new Mineral Reserves to replace or expand current Mineral Reserves, or that the Company will be able to maintain production levels in the future.

Speculative Nature of Mining Exploration and Development

The long-term operation and success of Equinox Gold is dependent, in part, on the cost and success of the Company’s exploration and development projects. Mineral exploration and development is highly speculative and involves significant risks. Major expenses are typically required to locate and establish Mineral Reserves.

Development of Equinox Gold’s mineral projects will only commence after obtaining satisfactory exploration results. Few properties that are explored are ultimately developed into producing properties. There is no assurance that Equinox Gold’s exploration and development activities will result in any discoveries of commercial bodies of ore that will be brought into commercial production.

The processes of exploration and development also involves risks and hazards, including environmental hazards, industrial accidents, labour disputes, unusual or unexpected geological conditions or acts of nature. These risks and hazards could lead to events or circumstances which could result in the complete loss of a project or could otherwise result in damage or impairment to, or destruction of, mineral properties and future production facilities, environmental damage, delays in exploration and development interruption, and could result in personal injury or death.

Public Company Obligations

Equinox Gold’s business is subject to evolving corporate governance and public disclosure regulations that have increased both Equinox Gold’s compliance costs and the risk of non-compliance, which could adversely impact the market value of the Company’s Common Shares or other securities.

Equinox Gold is subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the Canadian and United States securities administrators and regulators, the TSX, the NYSE-A, and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity creating many new requirements.

58

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

RISKS AND UNCERTAINTIES (CONTINUED)

Equinox Gold’s efforts to comply with such legislation could result in increased general and administration expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

No History of Dividends

Equinox Gold has not, since the date of its incorporation, declared or paid any cash dividends on its Common Shares and does not currently have a policy with respect to the payment of dividends. The payment of dividends in the future will depend on Equinox Gold’s financial condition and such other factors as the Board considers appropriate.

Significant Shareholders

The Company has certain significant shareholders and holders of convertible notes, that have or will have on exercise of such convertible rights the ability to influence the outcome of corporate actions requiring shareholder approval, including the election of directors of Equinox Gold and the approval of certain corporate transactions. Although, each of these significant shareholders is or may be a strategic partner of Equinox Gold, their respective interests may differ from the interests of Equinox Gold or its other shareholders. The concentration of ownership of the shares may also have the effect of dissuading third-party offers or delaying or preventing other possible strategic transactions of Equinox Gold.

Conflicts of Interest

Certain of the directors and/or officers of Equinox Gold also serve as directors and/or officers of other companies involved in natural resource exploration, development and mining operations and consequently there exists the possibility for such individuals to be in a position of conflict. In particular, François Bellemare, a director of Equinox Gold, is also an employee of Mubadala Investment Company which has a material relationship with Equinox Gold. Any decision made by any of such directors and/or officers will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Equinox Gold and Equinox Gold shareholders. In addition, each director is required to declare and refrain from voting on any matter in which such director may have a conflict of interest in accordance with the procedures set forth in the BCBCA and other applicable laws.

ACCOUNTING MATTERS

Basis of preparation and accounting policies

The Company’s consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). Details of the significant accounting policies for significant (or potentially significant) areas that have had an impact (or may have an impact in future periods) on the Company’s financial statements are disclosed in note 3 of the Company’s consolidated financial statements for the year ended December 31, 2022. The impact of future accounting changes is disclosed in note 3(u) to the Company’s consolidated financial statements.

Critical accounting estimates and judgments

In preparing the Company’s consolidated financial statements in conformity with IFRS, management has made judgments, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ. Critical accounting estimates represent estimates that are uncertain and for which changes in those estimates could materially impact the consolidated financial statements. All estimated and underlying assumptions are reviewed on an ongoing basis. Revisions are recognized in the period in which the estimates are revised and in any future periods affected. Areas of judgment and key sources of estimation uncertainty that have the most significant effect are disclosed in note 4 of the Company’s consolidated financial statements for the year ended December 31, 2022.

INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is accumulated and communicated to management, including the CEO and CFO, as appropriate, to permit timely decisions regarding required disclosure.

59

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES (CONTINUED)

Management, including the CEO and CFO, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, as at December 31, 2022. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as at December 31, 2022.

Internal Controls over Financial Reporting

Management, with the participation of the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in the rules of the United States Securities and Exchange Commission and the Canadian Securities Administrators. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with IFRS as issued by the IASB.

The Company’s ICFR includes policies and procedures that:

•accounting records are maintained that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;

•are designed to provide reasonable assurance that the Company’s receipts and expenditures are made in accordance with authorizations of management and the Company’s Directors; and

•are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

The Company’s ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.

Management assessed the effectiveness of the Company’s ICFR based on the criteria for effective internal control over financial reporting established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013). Based on this assessment Management concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2022.

KPMG LLP, an independent registered public accounting firm, has audited the effectiveness of internal control over financial reporting, and has expressed their opinion in their report included with the Company’s annual consolidated financial statements.

60

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

CAUTIONARY NOTES AND FORWARD-LOOKING STATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation and may include future-oriented financial information. Forward-looking statements and forward-looking information in this MD&A relate to, among other things: the strategic vision for the Company and expectations regarding exploration potential, production capabilities and future financial or operational performance, including investment returns; the Company’s production and cost guidance; the timing for and Company’s ability to successfully advance its growth and development projects, including the construction of Greenstone and the expansions at Los Filos, Aurizona and Castle Mountain; the strength of the Company’s balance sheet, and the Company’s liquidity and future cash requirements; the aggregate value of common shares which may be issued pursuant to the ATM Program; the potential future offerings of Securities under the Base Shelf Prospectus or corresponding Registration Statement and any Prospectus Supplement; the Company’s expectations for reducing its GHG emissions and the impact of its operations on climate change, including reaching its GHG emissions reduction target; the expectations for the Company’s investments in Sandbox Royalties, Solaris, i-80 Gold, Pilar Gold, Inca One and Bear Creek; and conversion of Mineral Resources to Mineral Reserves. Forward-looking statements or information generally identified by the use of the words “believe”, “will”, “advance”, “achieve”, “strategy”, “increase”, “plan”, “maintain”, “potential”, “intend”, “on budget”, “anticipate”, “expect”, “estimate”, “on track”, “target”, “objective”, and similar expressions and phrases or statements that certain actions, events or results “may”, “could”, or “should”, or the negative connotation of such terms, are intended to identify forward-looking statements and information. Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. The Company has based these forward-looking statements and information on the Company’s current expectations and projections about future events and these assumptions include: Equinox Gold’s ability to achieve the exploration, production, cost and development expectations for its respective operations and projects; prices for gold remaining as estimated; currency exchange rates remaining as estimated; availability of funds for the Company’s projects and future cash requirements; prices for energy inputs, labour, materials, supplies and services;construction of Greenstone being completed and performed in accordance with current expectations; expansion projects at Los Filos, Castle Mountain and Aurizona being completed and performed in accordance with current expectations; the mine plans outlined in the technical reports for each project, including estimated development schedules, are unchanged; tonnage of ore to be mined and processed; ore grades and recoveries are consistent with mine plans; capital, decommissioning and reclamation estimates; Mineral Reserve and Mineral Resource estimates and the assumptions on which they are based; no labour-related disruptions and no unplanned delays or interruptions in scheduled construction, development and production, including by blockade or industrial action; the Company’s working history with the workers, unions and communities at Los Filos; all necessary permits, licenses and regulatory approvals are received in a timely manner; the Company’s ability to comply with environmental, health and safety laws and other regulatory requirements; the strategic visions for Sandbox Royalties, i-80 Gold, Solaris, Pilar Gold, Inca One and Bear Creek and their respective abilities to successfully advance their businesses; the ability of Pilar Gold, Inca One and Bear Creek to meet their respective payment commitments to the Company; and the ability of Equinox Gold to work productively with its joint venture partner and Indigenous partners at Greenstone. While the Company considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. Accordingly, readers are cautioned not to put undue reliance on the forward-looking statements or information contained in this MD&A.

61

Management’s Discussion and Analysis

For the three months and year ended December 31, 2022

CAUTIONARY NOTES AND FORWARD-LOOKING STATEMENTS (CONTINUED)

The Company cautions that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements and information contained in this MD&A and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: fluctuations in gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services; fluctuations in currency markets; operational risks and hazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); inadequate insurance, or inability to obtain insurance to cover these risks and hazards; employee relations; relationships with, and claims by, local communities and Indigenous populations; the effect of blockades and community issues on the Company’s production and cost estimates; the Company’s ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner or at all; changes in laws, regulations and government practices, including environmental and export and import laws and regulations; legal restrictions relating to mining; risks relating to expropriation; increased competition in the mining industry; a successful relationship between the Company and its joint venture partner; the failure by Pilar Gold, Inca One or Bear Creek to meet their respective commitments to the Company; and those factors identified in the section “Risks and Uncertainties” in this MD&A and in the section titled “Risks Related to the Business” in the Company’s most recently filed Annual Information Form which is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar. Forward-looking statements and information are designed to help readers understand management's views as of that time with respect to future events and speak only as of the date they are made. Except as required by applicable law, the Company assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement or information contained or incorporated by reference to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements and information. If the Company updates any one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements and information contained in this MD&A are expressly qualified in their entirety by this cautionary statement.

Cautionary Note to U.S. Readers Concerning Estimates of Mineral Reserves and Mineral Resources

Disclosure regarding the Company's mineral properties, including with respect to mineral reserve and mineral resource estimates included in this MD&A, was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the Securities and Exchange Commission (the “SEC”) generally applicable to U.S. companies. Accordingly, information contained in this MD&A is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

TECHNICAL INFORMATION

Doug Reddy, MSc, P.Geo, Chief Operating Officer, and Scott Heffernan, MSc, P.Geo., EVP Exploration, are the Qualified Persons under NI 43-101 for Equinox Gold and have reviewed and approved the technical content of this document.

62

EX-99.3

EXHIBIT 99.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Equinox Gold Corp.

We consent to the incorporation by reference in the Registration Statement on Form F-10 of Equinox Gold Corp. (the “Company”) (File No. 333-268499) of our report dated February 21, 2023, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company, included in the Company’s Current Report on Form 6-K, dated February 21, 2023.

/s/ KPMG LLP

KPMG LLP

Chartered Professional Accountants

February 21, 2023

Vancouver, Canada

EX-99.4

EXHIBIT 99.4

CONSENT OF SCOTT HEFFERNAN, M.Sc., P.GEO.

The undersigned hereby consents to the incorporation by reference in the Registration Statement on Form F-10 of Equinox Gold Corp. (the “Company”) (File No. 333-268499) of their name and the information that has been reviewed and approved by them in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2022, dated February 21, 2023, included in the Current Report on Form 6-K of the Company, dated February 21, 2023.

Date: February 21, 2023	/s/ Scott Heffernan
	By: Scott Heffernan, M.Sc., P.Geo.

EX-99.5

EXHIBIT 99.5

CONSENT OF DOUG REDDY, M.Sc., P.GEO.

The undersigned hereby consents to the incorporation by reference in the Registration Statement on Form F-10 of Equinox Gold Corp. (the “Company”) (File No. 333-268499) of their name and the information that has been reviewed and approved by them in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2022, dated February 21, 2023, included in the Current Report on Form 6-K of the Company, dated February 21, 2023.

Date: February 21, 2023	/s/ Doug Reddy
	By: Doug Reddy, M.Sc., P.Geo.