Equinox Gold Corp. (TSX:EQX) entered into a definitive agreement to acquire Premier Gold Mines Limited (TSX:PG) for approximately CAD 620 million on December 15, 2020. Pursuant to the terms, Premier shareholders will receive 0.1967 of an Equinox Gold share for each Premier share held and 0.4 of a share of i-80 Gold for each Premier share held. In a related transactions, Equinox Gold will acquire 50% interest in Hardrock Project through a joint venture between Equinox Gold and Orion Mine Finance and Premier will spin-out to its shareholders shares of a newly created US-focused gold production and development company to be called i-80 Gold Corp. On closing of transaction, existing Equinox Gold and Premier shareholders will own approximately 84% and 16% of Equinox Gold and Equinox Gold and existing shareholders of Premier will own 30% and 70% of i-80 Gold, respectively, on an issued share basis. In case of termination under certain circumstances, Premier will pay a termination fee of CAD 35 million.

Ewan Downie, Chef Executive Officer of Premier is expected to join Board of Equinox Gold. The transaction is subject court approval and approval of Premier shareholders and option holders. The transaction is also subject to certain regulatory approvals, including the approvals of the Mexican Comisión Federal de Competencia Económica, the Toronto Stock Exchange and the NYSE American Stock Exchange, Premier shall have obtained from the lenders under the Investec Credit Agreement (i) the consent required to proceed with the transactions contemplated by this Agreement; the Key Third Party Consents shall have been obtained; holders of no more than 5% of the Premier Shares shall have exercised Dissent Rights; and other customary closing conditions. The Directors of Equinox Gold and the Directors of Premier have unanimously approved the Transaction, and the Board of Directors of Premier recommend that Premier shareholders and option holders vote in favor of transaction. Officers, directors and certain shareholders of Premier, who collectively hold approximately 17% of Premier's outstanding common shares, have entered into voting support agreements in favor of the transaction. The special meeting of Premier shareholders and option holders to approve the transaction is expected to be held in February 2021. As of February 23, 2021, Premier shareholders approved the transaction. As on March 1, 2021, Premier obtained the final order of the Ontario Superior Court of Justice. On March 29, 2021, Premier Gold announced that Federal Economic Competition Commission in Mexico(COFECE) has granted approval of the proposed arrangement with Equinox Gold Corp. Premier Gold would also like announce that Toronto Stock Exchange ("TSX") has conditionally approved the listing of the common shares of i-80 in connection with the Arrangement. The transaction is expected to close in the first quarter of 2021. As of January 11, 2021, the transaction is expected to close in March 2021. As of March 29, 2021 It is expected that closing of the transaction whereby Equinox will acquire Premier will occur as soon as possible in early April, 2021.

CIBC World Markets Inc. acted as financial advisor and provided fairness opinion to the Board of Directors of Premier. RBC Capital Markets acted as financial advisor and provided an independent fairness opinion to the Special Committee of the Board of Directors of Premier. Bob Wooder of Blake, Cassels & Graydon LLP is acting as legal advisor to Equinox Gold. Abbas Ali Khan of Bennett Jones LLP is acting as legal advisor to Premier and its special committee. Gryphon Advisors Inc acted as information agent to Premier Gold Mines Limited. Proxy Solicitation Agent will be paid a fee of up to CAD 75,000 plus out-of-pocket expenses. TSX Trust Company acted as transfer agent to Premier Gold Mines. Computershare Investor Services Inc. acted as transfer agent to Equinox.

Equinox Gold Corp. (TSX:EQX) completed the acquisition of Premier Gold Mines Limited (TSX:PG) on April 7, 2021. Equinox Gold also completed the associated non-brokered private placement of subscription receipts for gross proceeds of CAD 75 million. Premier's common shares are expected to be de-listed from the TSX within two to three business days. The common shares of newly created i-80 Gold are expected to be listed for trading on the TSX within three to four business days with the ticker symbol "IAU".