EQX 6-K, filed Mar 3, 2020, 0001279569-20-000242

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANTTO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2020.

Commission File Number 001-39038

Equinox Gold Corp.
(Translation of registrant’s name into English)
Suite 1501 - 700<br> West Pender Street<br><br> <br>Vancouver,<br> British Columbia V6C 1G8
---
(Address of principal executive office)

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

Form 20-F	o	Form<br> 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Documents filed as part of this Form6-K

Exhibit	Description
99.1	Consolidated Financial Statements the years ended December 31, 2019 and 2018
99.2	Management’s Discussion and Analysis for the three months and year ended December 31, 2019

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.
March 2, 2020		/s/ Susan Toews
Date:	By:	Susan Toews, General Counsel

EXHIBIT 99.1

Consolidated Financial Statements

For the years ended December 31,2019 and 2018

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

Management’s Responsibility for Financial Statements

The accompanying consolidated financial statements have been prepared by and are the responsibility of the Board of Directors and Management of the Company. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and reflect Management’s best estimates and judgments based on currently available information. The Company has developed and maintains a system of internal controls in order to ensure, on a reasonable and cost effective basis, the reliability of its financial information. The consolidated financial statements have been audited by KPMG LLP, Chartered Professional Accountants. Their report outlines the scope of their examination and opinion on the consolidated financial statements.

/s/ Peter Hardie

Peter Hardie

Chief Financial Officer

February 28, 2020

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

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Equinox Gold Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Equinox Gold Corp. (the Company) as at December 31, 2019 and 2018, the related consolidated statements of loss and comprehensive loss, cash flows and changes in equity for each of the years in the two-year period ended December 31, 2019, 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 at December 31, 2019 and 2018, and its financial performance and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Change in Accounting Principle

As discussed in note 2(e) to the consolidated financial statements, the Company has changed its accounting policy for leases as of January 1, 2019 due to the adoption of IFRS 16, Leases.

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 Public Company Accounting Oversight Board (United States) (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.

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.

Equinox Gold Corp.

Page 2

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.

//s// KPMG LLP

Chartered Professional Accountants

We have served as the Company’s auditor since 2016

Vancouver, Canada

February 28, 2020

Consolidated Statements of Financial Position

As at December 31, 2019 and 2018

(Expressed in thousands of United States dollars)

	Note		2019		2018
Assets
Current assets
Cash and cash equivalents		$	67,716	$	60,822
Accounts receivable, prepaid expenses and deposits	6		31,784		21,409
Inventory	7		46,262		42,945
Marketable securities			988		1,782
Restricted cash - current	8		607		633
Derivative assets - current	14(a)		1,299		-
			148,656		127,591
Non-current inventory	7		141,578		100,543
Restricted cash	8		14,678		14,963
Exploration and evaluation assets	9		13,750		171,709
Mineral properties, plant and equipment	10		497,944		316,911
Deferred tax assets	21		-		1,064
Equity accounted investment	5(d)		7,162		-
Other assets	11		15,582		9,092
Total assets		$	839,350	$	741,873
Liabilities and Equity
Current liabilities
Accounts payable and accrued liabilities	12	$	67,204	$	55,065
Current portion of loans and borrowings	13		61,574		54,704
Other current liabilities			3,145		396
			131,923		110,165
Loans and borrowings	13		202,475		159,855
Derivative liabilities	14(b)		56,146		18,861
Reclamation obligations	15		29,885		23,546
Other long-term liabilities	16		5,150		10,596
Deferred tax liabilities	21		10,712		9,552
Total liabilities			436,291		332,575
Shareholders’ equity
Share capital	17		505,686		491,100
Reserves			27,959		15,402
Deficit			(130,586)		(111,723)
Equity attributable to Equinox Gold shareholders			403,059		394,779
Non-controlling interests	5(d)		-		14,519
Total equity			403,059		409,298
		$	839,350	$	741,873
Commitments and contingencies (notes 10 and 28)
Subsequent events (notes 1 and 5(a))
The accompanying notes form an integral part of these consolidated financial statements.
Approved on behalf of the Board of Directors
---	---
“Ross Beaty”	“Lenard Boggio”
Director	Director

Consolidated Statements of Loss and Comprehensive Loss

For the years ended December 31, 2019 and 2018

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

	Note		2019		2018
Revenue		$	281,697	$	30,159
Operating expenses	18		(159,198)		(19,028)
Depreciation and depletion			(38,645)		(4,201)
Earnings from mine operations			83,854		6,930
Exploration			(8,754)		(12,232)
General and administration	19		(19,976)		(16,461)
Asset impairments			-		(13,283)
Income (loss) from operations			55,124		(35,046)
Finance expense			(17,537)		(6,698)
Finance income			1,950		4,436
Other income (expense)	20		(52,723)		238
Net income (loss) before taxes			(13,186)		(37,070)
Current tax expense	21		(7,250)		(468)
Deferred tax recovery (expense)	21		112		(1,867)
Net loss from continuing operations			(20,324)		(39,405)
Loss from discontinued operations	5(e)		-		(27,491)
Net loss and comprehensive loss		$	(20,324)	$	(66,896)
Net loss from continuing operations attributable to
Equinox Gold shareholders		$	(18,360)	$	(38,741)
Non-controlling interests	5(d)		(1,964)		(664)
		$	(20,324)	$	(39,405)
Net loss and comprehensive loss attributable to
Equinox Gold shareholders		$	(18,360)	$	(65,534)
Non-controlling interests	5(d)		(1,964)		(1,362)
		$	(20,324)	$	(66,896)
Net loss per share from continuing operations, basic and diluted		$	(0.16)	$	(0.42)
Net loss per share, basic and diluted		$	(0.16)	$	(0.71)
Weighted average shares outstanding, basic and diluted			112,001,484		92,341,128
The accompanying notes form an integral part of these consolidated financial statements.

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(Expressed in thousands of United States dollars)

	Note		2019		2018
Cash provided by (used in):
Operations
Net loss for the year		$	(20,324)	$	(66,896)
Adjustments for:
Tax expense	21		7,138		2,335
Income taxes paid			(4,868)		-
Depreciation and depletion			39,129		4,773
Share-based compensation			5,123		5,649
Change in fair value of derivative liabilities	20		38,185		(19,002)
Unrealized foreign exchange gain			(685)		6,390
Finance expense			17,537		6,865
Finance fees paid			(17,500)		(6,410)
Loss on extinguishment of debt and production payment liability	13(b),(c)		14,123		1,299
Loss on sale of discontinued operation	5(e)		-		24,680
Impairment of assets			-		13,283
Impairment of value-added taxes receivable			-		3,772
Other			(1,717)		4,507
Changes in non-cash working capital:
Accounts receivable, prepaid expenses and deposits			(4,200)		3,158
Inventory			(36,492)		(4,229)
Accounts payable and accrued liabilities			24,273		(3,181)
			59,722		(23,007)
Investing
Capital expenditures			(97,577)		(102,970)
Acquisition of Mesquite, net of cash acquired	5(a)		(12,451)		(144,335)
Deconsolidation of Solaris	5(d)		(2,135)		-
Other			870		6,633
			(111,293)		(240,672)
Financing
Draw down of debt facilities	13		189,661		192,000
Repayment of long-term debt	13		(136,888)		(817)
Proceeds from equity financings, net of issuance costs	17		-		87,042
Proceeds from Solaris financings, net of issuance costs	5(d)		3,446		-
Restricted cash	8		537		(10,596)
Other			240		691
			56,996		268,320
Effect of foreign exchange on cash and cash equivalents			1,469		(6,777)
Increase (decrease) in cash and cash equivalents			6,894		(2,136)
Cash and cash equivalents, beginning of year			60,822		62,958
Cash and cash equivalents, end of year		$	67,716	$	60,822
Supplemental cash flow information (note 23)
The accompanying notes form an integral part of these consolidated financial statements.

Consolidated Statements of Changes in Equity

For the years ended December 31, 2019 and 2018

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

	Share Capital
	Shares	Amount		Reserves		Deficit		Non-controlling<br><br>interests		Total
December 31, 2017	80,949,759	$	383,297	$	12,742	$	(38,794)	$	8,131	$	365,376
Shares issued to settle debenture (note 13(e))	3,703,703		15,504		-		-		-		15,504
Shares issued on exercise of shareholder anti-dilution right (note 17(b))	4,200,000		15,239		-		-		-		15,239
Shares issued in equity financings (note 17(b))	20,526,320		74,270		-		-		-		74,270
Shares issued in debt financings (note 17(b))	350,000		1,320		-		-		-		1,320
Shares issued on exercise of warrants, stock options and RSUs	695,619		3,937		(2,989)		-		-		948
Share issue costs	-		(2,467)		-		-		-		(2,467)
Share-based compensation	-		-		5,649		-		-		5,649
Transfer of assets to Solaris (note 5(d))	-		-		-		(7,395)		7,395		-
Disposal of interest in Koricancha Mill Joint Venture (note 5(e))	-		-		-		-		355		355
Net loss and comprehensive loss	-		-		-		(65,534)		(1,362)		(66,896)
December 31, 2018	110,425,401	$	491,100	$	15,402	$	(111,723)	$	14,519	$	409,298
Shares issued to settle debenture (note 13(e))	2,227,835		10,110		-		-		-		10,110
Shares issued on exercise of warrants, stock options and RSUs (note 17)	799,127		4,476		(2,896)		-		-		1,580
Equity component of Convertible Notes (note 13(b))	-		-		10,217		-		-		10,217
Share-based compensation (note 17(c), (e))	-		-		5,236		-		-		5,236
Changes in non-controlling interest from equity offerings and other (note 5(d))	-		-		-		(503)		3,949		3,446
Deconsolidation of Solaris (note 5(d))	-		-		-		-		(16,504)		(16,504)
Net loss and comprehensive loss	-		-		-		(18,360)		(1,964)		(20,324)
Balance December 31, 2019	113,452,363	$	505,686	$	27,959	$	(130,586)	$	-	$	403,059
The accompanying notes form an integral part of these consolidated financial statements.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 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 (“TSX”) in Canada where its common shares trade under the symbol “EQX” and its warrants trade under the symbol “EQX.WT”. The Company’s shares also trade on the NYSE American Stock Exchange (“NYSE-A”) in the United States under the symbol “EQX” and its warrants also trade on the OTC Markets in the United States under the symbol “EQXWF”. Equinox Gold is a gold mining company engaged in the development and operation of mineral properties. Its principal assets are the Mesquite Mine (“Mesquite”) in the United States which is in production, the Aurizona Mine (“Aurizona”) in Brazil that commenced production as of July 1, 2019, and the Castle Mountain Mine (“Castle Mountain”) in the United States, which is a development-stage project the Company expects to advance to production in 2020. On January 28, 2020, the shareholders of the Company approved the acquisition of Leagold Mining Corporation (“Leagold”). Under the terms of the agreement, Leagold shareholders will receive 0.331 of an Equinox Gold share for each Leagold share held. The transaction is expected to close in March 2020 (note 5(a)). On August 3, 2018, the Company finalized the distribution to its shareholders of 60% of the shares of Solaris Resources Inc. (“Solaris”), a subsidiary of the Company formed to hold its copper assets (note 5(d)). On August 21, 2018, the Company completed the sale of its 83% interest in the Koricancha Mill Joint Venture (“Koricancha”) in Peru (note 5(e)). On October 30, 2018, the Company completed its acquisition of Mesquite from New Gold Inc. (“New Gold”) (note 5(b)). The results of Solaris were consolidated with those of the Company to June 30, 2019 and the results of operations of Koricancha are presented as discontinued operations in these consolidated financial statements. The results of operations of Mesquite were consolidated from October 30, 2018. These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. At December 31, 2019, the Company had cash and cash equivalents of $67.7 million (December 31, 2018 - $60.8 million), working capital of $16.7 million (December 31, 2018 - $17.4 million) and $29.7 million (December 31, 2018 - $10 million) of undrawn debt facilities. The Company believes cash flows from operations are sufficient to achieve the Company’s current business objectives for at least the next 12 months. The Company has limited history of revenue from operations; as such, the Company’s ability to continue as a going concern in the longer term is dependent on successful execution of its business plan and ultimately generating net income and positive cash flow from mining operations. | | 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”) and interpretations of the IFRS Interpretations Committee (“IFRIC”) issued and outstanding as of December 31, 2019. These consolidated financial statements were approved and authorized for issuance by the Board of Directors on February 28, 2020. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 2. Basis of preparation (continued) | | | | | --- | --- | --- | --- | | (b) Basis of presentation | | | | | These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments, which are measured at fair value. Effective August 20, 2019, the Company completed a consolidation of its common shares at a ratio of five pre-consolidation common shares for one post-consolidation common share. As a result of the consolidation, shares issuable pursuant to the Company’s outstanding options, warrants, restricted share units and other convertible securities were proportionally adjusted on the same basis. All common share numbers, numbers of shares issuable under options, warrants and restricted share units and related per share amounts in these consolidated financial statements have been retrospectively adjusted to reflect the share consolidation. | | | | | (c) Basis of consolidation | | | | | These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control is defined as Equinox Gold having power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation. At December 31, 2019, the Company’s material subsidiaries include the following: | | | | | | Company | Location | Ownership Interest | | | Castle Mountain Venture | USA | 100% | | | Mineração Aurizona S.A. (“MASA”) | Brazil | 100% | | | Western Mesquite Mines, Inc. | USA | 100% | | (d) Functional currency and presentation currency | | | | | Except as otherwise noted, these financial statements are presented in United States dollars (“US dollars”), the functional currency of the Company and its subsidiaries. Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the date of the statement of financial position. Non-monetary assets and liabilities are translated at historical exchange rates, unless the item is carried at fair value, in which case it will be 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 income or loss. Foreign currency gains and losses are reported on a net basis. | | | | | (e) Changes in accounting standards | | | | | The Company adopted IFRS 16, Leases (“IFRS 16”) on January 1, 2019. A number of other new standards are effective from January 1, 2019, including IFRIC 23, Uncertainty over Income Tax Treatments, but they do not have a material effect on the Company’s consolidated financial statements. IFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Company, as a lessee, has recognized right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments. The Company may elect to not apply IFRS 16 to leases with a term of less than 12 months or leases where the underlying asset is of low value. Previously, the Company determined at contract inception whether an arrangement was or contained a lease in accordance with IAS 17, Leases and IFRIC 4, Determining Whether an Arrangement contains a Lease. The Company now assesses whether a contract is or contains a lease based on the new definition of a lease. Under IFRS 16, a contract is or contains a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. | | | |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 2. Basis of preparation (continued) | | | | --- | --- | --- | | Transition | | | | The Company adopted IFRS 16 using the modified retrospective approach. Accordingly, the comparative information presented for 2018 has not been restated. On transition to IFRS 16, the Company elected to apply the practical expedient to grandfather the assessment of which transactions are leases. It applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed. Therefore, the definition of a lease under IFRS 16 has been applied only to contracts entered into or changed on or after January 1, 2019. The Company leases various assets including equipment and offices that had previously been classified as operating leases under IAS 17. On transition, lease liabilities for these leases were measured at the present value of remaining lease payments, discounted at the Company’s incremental borrowing rate as of January 1, 2019. The average incremental borrowing rate at January 1, 2019 was 6.5%. The Company elected to measure the right-of-use assets at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments. On initial adoption, the Company used the following practical expedients as permitted by the standard when applying IFRS 16 to leases previously classified as operating leases under IAS 17: • Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term remaining. • Applied a single discount rate to a portfolio of leases with reasonably similar characteristics (such as leases with a similar remaining lease term for a similar class of underlying asset in a similar economic environment). • Used hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease. The Company did not have any leases classified as finance leases under IAS 17 on the adoption date. On transition to IFRS 16, the Company recognized right-of-use assets and lease liabilities for its office leases, resulting in an increase to property, plant and equipment of 0.2 million at January 1, 2019. A corresponding lease liability was recognized for 0.2 million in other long-term liabilities. Right-of-use assets are presented within the applicable category of mineral property, plant and equipment and lease liabilities are presented in other liabilities in the statement of financial position. | | | | A reconciliation of lease commitments as reported at December 31, 2018 to the lease liabilities recorded at January 1, 2019 is as follows: | | | | | $ | 307 | | | | (25) | | | | (53) | | | $ | 229 |

All values are in US Dollars.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 2. Basis of preparation (continued) | | | | | | | --- | --- | --- | --- | --- | --- | | | Impact on financial statements | | | | | | | Information about leases for which the Company is a lessee is presented below. | | | | | | | Right-of-use assets | | | | | | | | | Plant and equipment | | Computer & office equipment | | | Balance - January 1, 2019 | $ | - | $ | 229 | | | Additions | | 782 | | 537 | | | Depreciation | | (202) | | (225) | | | Balance - December 31, 2019 | $ | 580 | $ | 541 | | | Lease liabilities | | | | | | | | | | | December 31, 2019 | | | Current lease liabilities included in other current liabilities | | | $ | 501 | | | Non-current lease liabilities included in other long-term liabilities | | | | 848 | | | | | | $ | 1,349 | | 3. Significant accounting policies | | --- | | (a) Business combinations | | A business combination is an acquisition of assets and liabilities that constitute a business. A business is an integrated set of activities and assets that consist of inputs, and processes, including operational processes that, when applied to those inputs, have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs but can be integrated with the inputs and processes of the Company to create outputs. When acquiring a set of activities or assets in the exploration and development stage, which may not have outputs, the Company considers other factors to determine whether the set of activities or assets is a business. Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at their fair values at 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 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 of the assets at the acquisition date 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. The measurement date for equity interests issued by the Company is the acquisition date. Acquisition-related costs are expensed as incurred. Non-controlling interests (“NCI”) are the equity in a subsidiary not attributable, directly or indirectly, to a parent. NCI are recorded at their proportionate share of the fair value of identifiable net assets acquired on initial recognition. Goodwill is recognized as the sum of the total consideration (acquisition date fair value) transferred by the Company, including contingent consideration and the NCI in the acquiree, less the fair value of net assets acquired. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 3. Significant accounting policies (continued) | | --- | | (b) Revenue recognition | | Revenue is generated from the sale of gold doré with each shipment considered 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 purchaser, the customer controls the risks and rewards of ownership and the Company has the present right to payment for the delivery of gold doré. Sales proceeds from saleable gold produced during the testing phase before a mine is determined to be operating in the manner intended by management is deducted from capitalized mine development costs. | | (c) Cash and cash equivalents | | Cash and cash equivalents consist of cash on hand with banks and highly liquid investments with a maturity date at purchase of less than 90 days. | | (d) Restricted cash | | Restricted cash consists of deposits held as security for income tax assessments and letters of credit. | | (e) Inventory | | Finished goods, work-in-process, heap leach ore and stockpiled ore are valued at the lower of weighted average production cost and net realizable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and depreciation and depletion of mining interests. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and long-term metal prices less estimated future production and selling costs to convert the inventories into saleable form. The recovery of gold from certain ores is achieved through the heap leaching process. Under this method, ore is placed on leach pads where it is treated with a chemical solution which dissolves the gold contained in ore. The resulting solution is further processed in a plant where the gold is recovered. For accounting purposes, costs are added to ore on leach pads for current mining and leaching costs, including applicable depreciation, depletion and amortization relating to mining interests and purchase price allocations. Costs are removed from ore on leach pads as ounces of gold are recovered based on the average cost per recoverable ounce on the leach pad. Estimates of recoverable gold on the leach pads are calculated from 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). Although the quantities of recoverable gold placed on each leach pad are reconciled by comparing the grades of ore placed on the leach pad to the quantities actually recovered, the nature of the leaching process inherently limits the ability to precisely monitor inventory levels. The recovery of gold from the leach pad is not known until the leaching process has concluded. In the event that the Company determines, based on engineering estimates, that a quantity of gold or other metal contained in ore on leach pads is to be recovered over a period exceeding 12 months, that portion is classified as non-current. Work-in-process inventory represents materials that are currently in the process of being converted into finished goods. The average production 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. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 3. Significant accounting policies (continued) | | --- | | Consumable stores inventory includes the costs of consumables used in operations and is valued at the lower of average cost and net realizable value, with replacement costs being the typical measure of net realizable value. Write-downs of inventory are reported in current period operating costs. The Company may reverse a write-down in the event there is a subsequent increase in the net realizable value of the inventory. | | (f) 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 significant direct costs of acquiring resource property interests. Option payments are considered acquisition costs if the Company has the intention of exercising the underlying option. Exploration, evaluation and property maintenance 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 property costs are economically recoverable, that the project is technically feasible and upon receipt of project development approval from the Board of Directors. The approval from the Board of Directors will be dependent upon the Company obtaining necessary permits and licenses to develop the mineral property. When approval for project development is received, the related capitalized exploration and evaluation costs are assessed for impairment and the related carrying value is then reclassified to mineral property. If no economically viable ore body is discovered, previously capitalized acquisition costs are expensed in the period that the property is determined to be uneconomical or abandoned. Value-added taxes are included in exploration and evaluation costs when the recoverability of these amounts is uncertain. Although the Company has taken steps to verify title to exploration and evaluation properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers, and non-compliance with regulatory requirements or title may be affected by undetected defects. | | (g) Mineral properties, plant and equipment | | (i) Mineral properties and mine development costs | | Development expenditures are those incurred subsequent to the establishment of economic recoverability and after receipt of project approval from the Board of Directors. Development costs are capitalized and included in the carrying amount of the related property. Mineral property and mine development costs capitalized are amortized using the units-of-production method over the estimated life of the proven and probable reserves. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 3. Significant accounting policies (continued) | | | | --- | --- | --- | | (ii) | Deferred stripping costs | | | | Stripping activity that improves access to ore is accounted for as an addition to or enhancement of an existing asset. Stripping activity assets are recognized 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 entity; • 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. During the development of a mine, stripping costs are capitalized and included in the carrying amount of the assets that they relate to within mineral properties, plant and equipment. These assets are amortized on a units-of-production basis over the remaining proven and probable reserves of the respective components. During the production phase of a mine, stripping costs incurred to provide access to sources of reserves that will be produced in future periods that would not have otherwise been accessible are capitalized and included in the carrying amount of the related mining property. Stripping costs incurred and capitalized during the production phase 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 considered as costs of sales and included in operating expenses. | | | (iii) | Plant and equipment | | | | Plant and equipment is carried at cost, less accumulated amortization 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 using either the straight-line or units-of-production method over the shorter of the estimated useful life of the asset or the life of mine. The significant classes of depreciable plant and equipment and their estimated useful lives are as follows: | | | | Asset Class | Estimated useful life (years) | | | Fixed plant & related components and infrastructure | Units-of-production over life of mine | | | Mobile equipment | 3-10 years | | | The Company conducts an annual assessment of the residual balances, useful lives and depreciation methods being used for plant and equipment and any changes arising from the assessment are applied by the Company prospectively. | |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 3. Significant accounting policies (continued) | | --- | | (h) Goodwill | | Goodwill may arise on or from the Company’s acquisitions and is not amortized. The Company performs an impairment test for goodwill annually and when events or changes in circumstances indicate that the related carrying amount may not be recoverable. If the carrying amount of an operation, which is the cash-generating unit to which goodwill has been allocated, exceeds the recoverable amount, an impairment loss is recognized for the amount of the excess. The impairment loss is allocated first to reduce the carrying amount of goodwill allocated to the operation to nil and then to the other assets based on the relative carrying amounts of those assets. Impairment losses recognized for goodwill are not reversed in subsequent periods. | | (i) Financial instruments | | Financial instruments are recognized initially at fair value. Subsequent to initial recognition, financial instruments are classified and measured as described below. Transaction costs associated with financial instruments, carried at fair value through profit or loss, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability. (i) Amortized cost Financial assets are recorded at amortized cost if both of the following criteria are met: 1) the objective of the Company’s business model for these financial assets is to collect their contractual cash flows; and 2) the asset’s contractual cash flows represent ‘solely payments of principal and interest’. The Company’s cash and cash equivalents, accounts receivable and deposits, accounts receivable from Serabi Gold plc, Inca One Gold Corp. and the sale of Elk Gold, and reclamation bonds are recorded at amortized cost as they meet the required criteria. (ii) Financial assets recorded at fair value through income (loss) Financial assets are classified at fair value if they are acquired for the purpose of selling in the near term. Gains or losses on these items are recognized in net income (loss). The Company’s marketable securities are classified as financial assets measured at fair value through income (loss). (iii) Financial liabilities Accounts payable and accrued liabilities, loans and borrowings and certain other long-term liabilities are accounted for at amortized cost using the effective interest rate method. The amortization of debt issue costs is calculated using the effective interest rate method. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 3. Significant accounting policies (continued) | | --- | | (j) Derivative liabilities | | Derivatives are initially recognized at their fair value on the date the derivative contract is entered into and transaction costs are expensed. The Company’s derivatives are subsequently re-measured at their fair value at each statement of financial position date with changes in fair value recognized in net income or loss. As the exercise price of certain of the Company’s share purchase warrants is fixed in Canadian dollars, and the functional currency of the Company is the US dollar, these warrants are considered a derivative as a variable amount of cash in the Company’s functional currency will be received on exercise. Accordingly, these share purchase warrants are classified and accounted for as a derivative liability. The fair value of the warrants is determined using the Black Scholes option pricing model at the period-end date or the market price on the TSX for warrants that are trading. Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to their host contracts. | | (k) 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. The Company recognizes a right-of-use asset and 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 impairment losses, and adjusted for certain 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 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 incremental borrowing rate reflects the rate of interest that the lessee 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 cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or, as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. The Company does not recognize right-of-use assets and lease liabilities for leases of low-value assets and leases with lease terms that are less than 12 months. 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 more representative of the pattern of benefit. The Company has applied judgement to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 3. Significant accounting policies (continued) | | --- | | 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. | | (l) Provisions | | (i) Reclamation and restoration provisions | | The Company is subject to environmental laws and regulations. Provisions for closure and reclamation costs are recognized at the time the legal or constructive obligation first arises which is generally the time that the environmental disturbance occurs. Upon initial recognition of the provision, the corresponding cost is added to the carrying amount of mineral properties, plant and equipment and is amortized using the same method as applied to the specific asset. Following the initial recognition of the provision, the carrying amount is increased for unwinding of the discount and for changes to the discount rate and the amount or timing of cash flows needed 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 in mineral properties, plant and equipment. Due to uncertainties inherent in environmental remediation, the ultimate cost of future site closure and reclamation could differ from the amounts provided. The estimate of future site closure and reclamation costs is subject to change based on amendment to laws and regulations, changes in technologies, price increases and changes in interest rates, and as new information concerning the Company’s closure and reclamation obligations becomes available. Such changes are reflected prospectively in the determination of the provision. | | (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 determined by discounting the expected future cash flows at a pre-tax rate that reflect 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. | | (m) Share capital | | 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. Proceeds related to the issuance of units are allocated between the common shares and warrants on a relative fair value basis where warrants are classified as equity instruments. For warrants classified as derivative liabilities, the fair value of the warrants is determined with the residual amount allocated to the common shares. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 3. Significant accounting policies (continued) | | --- | | (n) Impairment | | (i) Non-financial assets | | The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested for impairment at least annually regardless of whether an indicator of impairment exists. The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. 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. Fair value less costs to sell is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less costs of disposal. When a binding sale agreement is not available, fair value less costs to sell 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 grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of cash inflows of 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. 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 cash generating unit is increased to the revised estimate of its recoverable amount. An impairment charge 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, if no impairment loss had been recognized. An impairment loss for goodwill is not reversed. | | (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 the financial assets is measured at an amount equal to 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 the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset and amount equal to the twelve month expected credit losses. For trade receivables, the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 3. Significant accounting policies (continued) | | --- | | (o) Share-based payments | | (i) Stock options | | The Company grants stock options to acquire common shares to directors, officers and employees. The Board of Directors determines the specific grant terms within the limits set by the Company’s stock option plan. The fair value of the estimated number of stock options that will eventually vest, determined as of the date of the grant, is recognized as share-based compensation expense over the vesting period of the stock options, with a corresponding increase in shareholders’ equity (in other reserves). The total amount recognized as an expense is adjusted to reflect the number of options expected to vest at each reporting date. The cost of the stock options is measured using the estimated fair value at the date of the grant determined using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected term of the option and stock price volatility. The expected term of the options granted is determined based on historical data on the average hold period before exercise, cancellation or expiry. Expected volatility is estimated with reference to the historical volatility of the share price of the Company. These estimates involve inherent uncertainties and the application of management judgement. | | (ii) Restricted share units (“RSUs”) | | The Company grants to employees, officers, directors and consultants, RSUs in such numbers and for such terms as may be determined by the Board of Directors. RSUs granted under the RSU Plan are exercisable into common shares for no additional consideration after the vesting conditions, as specified by the Board of Directors, are met. RSUs are measured at fair value on the date of grant and the corresponding share-based compensation is recognized over the vesting period in cost of sales, exploration or general and administration expenses, as applicable. In addition to service conditions, RSUs may have performance-based vesting conditions (“pRSU”). Share-based compensation for these pRSUs is measured on the grant date but is recognized only when it is more likely than not that the performance vesting conditions will be met. | | (p) Employee benefits | | Short-term employee benefit obligations are recognized as personnel expenses 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. There are no long-term employee benefits. | | (q) Borrowing costs | | Borrowing costs directly attributable to the acquisition, construction/development or exploration of a qualifying asset are capitalized during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed as finance expense in the period in which they are incurred. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 3. Significant accounting policies (continued) | | --- | | (r) Income tax | | Income tax on income or loss comprises current and deferred tax. Income tax 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 is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable or receivable related to previous years. Deferred tax is recognized for differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recorded for temporary differences related to the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, temporary differences arising on the initial recognition of goodwill and temporary differences relating to the investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred taxes are measured at the tax rates that are expected to be applied to temporary differences when they reverse based on laws that have been enacted or substantively enacted at period end. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets against tax liabilities and when they are related to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. | | (s) Income (loss) per share | | Basic income (loss) per share (“EPS”) is calculated by dividing the 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 income or loss attributable to common shareholders and the weighted average number of shares outstanding for the effects of all dilutive potential common shares, which comprise warrants, options and RSUs. The dilutive effect of warrants, options and RSUs assumes that the proceeds to be received on exercise are applied to repurchase common shares. Dilutive warrants, options and RSUs are only included in the dilutive calculations to the extent exercise prices are below the average market price of the common shares. | | (t) Comparative information | | Certain comparative amounts have been reclassified to conform with the current year’s financial statement presentation. Such reclassifications were not considered material. | | 4. Use of judgements and estimates | | --- | | 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 expense. Actual results may differ. All estimates 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. Information about critical judgements and estimates in applying accounting policies that have the most significant effect on amounts recognized in the consolidated financial statements are as follows: |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 4. Use of judgements and estimates (continued) | | --- | | (a) Judgements | | (i) Commencement of commercial production | | Management considers several factors in determining when a mining property is capable of operating at levels intended by management. Until a mine is capable of operating at levels intended by management, costs incurred are capitalized as part of the costs of the related mining properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining properties begins when the mine is capable of operating at levels intended by management. Amongst other quantitative and qualitative factors, throughput, mill grades and recoveries were assessed over a reasonable period to make this determination. The Company determined that Aurizona was capable of operating at levels intended by management effective July 1, 2019. A minimum of 80% of planned output and/or design capacity measures over a 30-day period was utilized in determining the appropriate timing. | | (ii) Investments | | Management applies judgement in assessing whether the facts and circumstances pertaining to each investment result in the Company having control, joint control or significant influence over an investee. During the year ended December 31, 2019, the Company determined that Solaris was no longer a controlled subsidiary as the Company’s ownership interest reduced to approximately 30% as a result of the completion of external financings, and Solaris was self-sustaining for an extended period with no capital injections made by Equinox Gold. The Company determined that it retained significant influence over Solaris, and accounts for its interest using the equity method effective June 30, 2019. | | (iii) Acquisitions | | Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs 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. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisition of Mesquite on October 30, 2018 met the criteria of a business combination. | | (iv) Indicators of impairment | | Judgement is required in assessing whether certain factors would be considered an indicator of impairment. The Company considers both external and internal sources of information in assessing whether there are any indications that CGUs are impaired, or reversal of impairment is needed. Factors considered include current and forecast economic conditions, internal projections and the Company’s market capitalization relative to its net asset carrying amount. | | (v) Functional currency | | The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. The Company has determined the functional currency of each entity is the US dollar. Assessment of functional currency involves certain judgements to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions that determined the primary economic environment. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 4. Use of judgements and estimates (continued) | | --- | | (vi) Contingencies | | Contingencies can be either possible assets or liabilities arising from past events which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. Such contingencies include, but are not limited to, environmental obligations, litigation, regulatory proceedings, tax matters and losses resulting from other events and developments. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgement regarding the outcome of future events. | | (b) Key sources of estimation uncertainty | | (i) Fair value of assets and liabilities acquired | | Accounting for acquisitions requires estimates with respect to the fair value of the assets and liabilities acquired. Such estimates require valuation methods including discounted cash flows, depreciated replacement costs and other methods. These models use forecasted cash flows, discount rates, current replacement costs and other assumptions. Changes in these assumptions changes the value assigned to the acquired assets and liabilities and goodwill, if any. Significant assumptions related to the Company’s acquisitions are disclosed in note 5. | | (ii) Estimated recoverable ounces | | The Company estimates recoverable ounces for determining the number of ounces in heap leach inventory. Changes to the estimates of recoverable ounces in the heap leach inventory can impact the Company’s ability to recover the carrying value of the inventory in the normal course of operations. Estimates of recoverable gold on the leach pads are calculated from the quantities of ore placed on the pads, the grade of ore placed on the leach pads and an estimated percentage of recovery. Timing and ultimate recovery of gold contained on leach pads can vary significantly from the estimates. | | (iii) Inventory valuation | | Management values production inventory at the lower of weighted average production costs and net realizable value (“NRV”). Weighted average production costs include expenditures incurred and depreciation and depletion of assets used in mining and processing activities that are deferred and accumulated as the cost of ore in stockpiles, ore on leach pads, work-in-process and finished metals inventories. The allocation of costs to ore in stockpiles, ore on leach pads and in-process inventories and the determination of NRV involve the use of estimates. Costs are removed from the leach pad based on the average cost per recoverable ounce of gold and silver on the leach pad as gold is recovered. | | (iv) Impairment of mineral properties, plant and equipment | | The determination of fair value less costs to sell and value in use of an asset or CGU requires management to make estimates and assumptions about expected production, sales volumes, commodity prices, mineral reserves, operating costs, closure and rehabilitation costs and future capital expenditures and discount rates. The estimates and assumptions are subject to risk and uncertainty, hence, there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the asset or CGU. In such circumstances some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in net income (loss). |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 4. Use of judgements and estimates (continued) | | --- | | (v) 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. Mineral reserves determined in this way are used in the calculation of depreciation, amortization and impairment charges, and for forecasting the timing of the payment of closure and restoration costs. In assessing the life of a mine for accounting purposes, mineral resources are only taken into account where there is a high degree of confidence of economic extraction. There are numerous uncertainties inherent in estimating mineral reserves, and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of mineral reserves and may, ultimately, result in mineral reserve estimates being revised. Such changes in mineral reserves could impact depreciation and amortization rates, asset carrying values and the provision for closure and restoration costs. | | (vi) Mine closure and reclamation costs | | The Company’s provision for mine closure and reclamation cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability 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 factors can result in a change to the provision recognized by the Company. Changes to mine closure and reclamation cost obligations are recorded with a corresponding change to the carrying amounts of related mineral properties, plant and equipment for the year. Adjustments to the carrying amounts of related mineral properties, plant and equipment can result in a change to future depletion expense. Assumptions with respect to the Company’s mine closure and reclamation costs are disclosed in note 15. | | (vii) Valuation of derivatives and other financial instruments | | The valuation of the Company’s derivative financial instruments requires the use of option pricing models or other valuation techniques. Measurement of warrants with exercise prices denominated in Canadian dollars is based on an option pricing model that uses assumptions with respect to share price, expected life, share price volatility and discount rates. Measurement of embedded derivatives such as interest rate floors and prepayment options require estimates of future yield curves and credit spread. Measurement of foreign exchange contracts are based on forward foreign exchange rates. Changes in these assumptions and estimates result in changes in the fair value of these instruments and a corresponding change in the amount recognized in net income (loss). Significant assumptions related to derivatives are disclosed in note 14. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 4. Use of judgements and estimates (continued) | | --- | | (viii) Share-based payments | | The Company utilizes the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value of stock options granted to directors, officers and employees. The use of Black-Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the expected volatility of the stock price, the risk-free interest rate, dividend yield, the expected life of the stock options and the number of options expected to vest. Any changes in these assumptions could change the amount of share-based compensation recognized. Significant assumptions related to share-based payments are disclosed in note 17(c). | | (ix) Income taxes and value-added taxes receivable | | The determination of the Company’s tax expense for the period and deferred tax assets and liabilities involves significant estimation and judgement by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities. Management also makes estimates of future earnings, which affect the extent to which potential future tax benefits may be used. The Company is subject to assessments by various taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Company provides for such differences where known based on management’s best estimate of the probable outcome of these matters. The Company has receivables from various governments for federal and state value-added taxes (“VAT”), and for federal income taxes. Significant estimates and judgements are involved in the assessment of recoverability of these receivables. Changes in management’s impairment assumptions may result in an additional impairment provision, or a reduction to any previously recorded impairment provision, with the impact recorded in net income (loss). | | (x) Contingencies | | Due to the nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in its consolidated financial statements in the period in which such changes occur. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 5. Acquisitions and divestitures | | --- | | (a) Leagold merger | | On January 28, 2020, the shareholders of the Company approved the acquisition of 100% of the issued and outstanding shares of Leagold (the “Transaction”). Under the terms of the Transaction, Leagold shareholders will receive 0.331 of an Equinox Gold share for each Leagold share held. Leagold is a publicly traded gold mining company with four operating mines, one development project and one expansion project, all located in the Americas including the Los Filos Mine Complex in Mexico, and the Fazenda, RDM, Pilar and Santa Luz mines in Brazil. The Supreme Court of British Columbia issued its final order approving the arrangement with Leagold on January 30, 2020, the Mexican Comisión Federal de Competencia Económica issued its clearance decision on February 28, 2020, and the Company has received conditional approval from the TSX and NYSE-A stock exchanges. Assuming other customary terms and conditions related to the transaction are met, the transaction and concurrent financing are expected to close in the second week of March 2020. Acquisition related costs incurred in 2019 amounting to $1.3 million have been expensed in 2019 and are presented as transactions costs within professional fees. Concurrent with the Transaction, the Company is arranging a $670 million financing package comprised of an at-market $40 million private placement of the Company’s common shares, a new $130 million convertible debenture issued to Mubadala Investment Company, and a $400 million corporate revolving credit facility and $100 million term loan. Proceeds from the financings will be used to repay the existing revolving credit facilities of the two companies. | | (b) Acquisition of Mesquite | | On October 30, 2018, the Company completed the acquisition of Mesquite in California from New Gold for cash consideration of $158 million before closing adjustments (the “Mesquite Acquisition”). At December 31, 2018, the purchase consideration included a working capital adjustment estimated at $9.1 million. As part of the purchase agreement, Equinox Gold also agreed to distribute to New Gold certain Alternative Minimum Tax (“AMT”) credits recorded as of the closing date as the AMT credit amounts are realized by the Company. During the first quarter of 2019, the Company finalized the working capital adjustment with New Gold, resulting in an increase in consideration paid of $3.4 million. During the third quarter of 2019, the Company adjusted the fair values of heap leach inventory and mineral properties, plant and equipment. Management determined that there were a higher number of ounces in the heaps that would be recoverable over a longer period of time, resulting in an increase of $48.1 million to inventory. Consequently, the value attributed to mineral properties, plant and equipment was reduced by $52.5 million as a result of application of an economic obsolescence provision. The deferred tax asset was also adjusted based on the benefit expected to be realized from the tax attributes acquired. The Company finalized the purchase price allocation in the fourth quarter of 2019. As a result of the change in fair values of consideration transferred and assets acquired, the bargain purchase gain recognized on acquisition was reduced by $14.6 million from $15.2 million to $0.6 million and operating expenses for the year ended December 31, 2018 increased by $1.1 million to reflect the impact of the adjustments to the fair value of assets and liabilities acquired. Comparative figures have been recast to reflect these adjustments. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 5. Acquisitions and divestitures (continued) | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Preliminary | | Adjustments | | | Total | | | Cash consideration | | 158,000 | $ | - | $ | 158,000 | | | Working capital adjustment | | 9,063 | | 3,388 | | 12,451 | | | Total consideration paid | | 167,063 | $ | 3,388 | $ | 170,451 | | | The purchase consideration was allocated as follows: | | | | | | | | | Net assets/(liabilities) acquired | | | Adjustments | | | Final allocation | | | Cash and cash equivalents | | 13,665 | $ | - | $ | 13,665 | | | Accounts receivables, prepaids expenses and deposits | | 1,842 | | - | | 1,842 | | | Inventory | | 91,975 | | 48,097 | | 140,072 | | | Current tax receivable | | 2,779 | | (2,003) | | 776 | | | Mineral property, plant and equipment | | 95,736 | | (52,542) | | 43,194 | | | Other assets | | 75 | | - | | 75 | | | Deferred tax assets | | 5,319 | | (4,255) | | 1,064 | | | Accounts payable and accrued liabilities | | (11,267) | | (494) | | (11,761) | | | Reclamation obligation | | (17,675) | | - | | (17,675) | | | Other liabilities | | (150) | | - | | (150) | | | Fair value of Mesquite net assets acquired | | 182,299 | $ | (11,197) | $ | 171,102 | | | Bargain purchase gain recognized in net loss at October 30, 2018 | | 15,236 | $ | (14,585) | $ | 651 |

All values are in US Dollars.

Consolidated revenue for the year ended December 31, 2018 includes revenues from Mesquite of $30.2 million. Consolidated net loss for the year ended December 31, 2018 includes pre-tax net income from Mesquite of $6.8 million. Had the transaction occurred January 1, 2018, pro-forma unaudited consolidated revenue and pre-tax net loss from continuing operations for the year ended December 31, 2018 would have been approximately $176 million and $32 million, respectively.
(c) Sale of Elk Gold
The Elk Gold project is located<br> near Merritt, British Columbia, Canada within the Similkameen Mining District and consists of 27 contiguous mineral claims and<br> one mining lease covering 16,566 hectares. During 2018, the Company determined it would no longer perform exploration or development<br> work at Elk Gold and recognized an impairment loss of $9.9 million.<br><br> <br>On May 16, 2019, the Company<br> sold its 100% interest in the Elk Gold project for gross proceeds of $7.4 million (C$10.0 million) comprised of: (i) $0.7 million<br> (C$1.0 million) cash payment received on closing; and a (ii) $6.7 million (C$9.0 million) non-interest bearing promissory note<br> payable in annual instalments of $2.2 million (C$3.0 million) commencing two years from closing. The total amount due under the<br> promissory note may be adjusted such that if the buyer pays an additional C$7 million within two years from closing, that will<br> represent full and final payment; or if the buyer pays an additional C$8.5 million within three years from closing, that will represent<br> full and final payment.<br><br> <br>The fair value of consideration<br> received was determined to be $5.2 million, of which $4.4 million is included in other receivables. The fair value of the consideration<br> was determined by discounting the expected cash flows using a discount rate of 15%. The Company recorded a gain on disposal of<br> Elk Gold of $0.1 million in other income for the year ended December 31, 2019.

Consolidated revenue for the year ended December 31, 2018 includes revenues from Mesquite of $30.2 million. Consolidated net loss for the year ended December 31, 2018 includes pre-tax net income from Mesquite of $6.8 million. Had the transaction occurred January 1, 2018, pro-forma unaudited consolidated revenue and pre-tax net loss from continuing operations for the year ended December 31, 2018 would have been approximately $176 million and $32 million, respectively.

The Elk Gold project is located near Merritt, British Columbia, Canada within the Similkameen Mining District and consists of 27 contiguous mineral claims and one mining lease covering 16,566 hectares. During 2018, the Company determined it would no longer perform exploration or development work at Elk Gold and recognized an impairment loss of $9.9 million. On May 16, 2019, the Company sold its 100% interest in the Elk Gold project for gross proceeds of $7.4 million (C$10.0 million) comprised of: (i) $0.7 million (C$1.0 million) cash payment received on closing; and a (ii) $6.7 million (C$9.0 million) non-interest bearing promissory note payable in annual instalments of $2.2 million (C$3.0 million) commencing two years from closing. The total amount due under the promissory note may be adjusted such that if the buyer pays an additional C$7 million within two years from closing, that will represent full and final payment; or if the buyer pays an additional C$8.5 million within three years from closing, that will represent full and final payment. The fair value of consideration received was determined to be $5.2 million, of which $4.4 million is included in other receivables. The fair value of the consideration was determined by discounting the expected cash flows using a discount rate of 15%. The Company recorded a gain on disposal of Elk Gold of $0.1 million in other income for the year ended December 31, 2019.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 5. Acquisitions and divestitures (continued) | | | | --- | --- | --- | | (d) Distribution of shares of Solaris | | | | On August 3, 2018, pursuant to a plan of arrangement (the “Arrangement”) approved by the shareholders of Equinox Gold, the business of Equinox Gold was reorganized into two companies: Equinox Gold and Solaris and all of the Company’s copper assets were transferred to Solaris. As a result of the Arrangement, common shares of Solaris (the “Solaris Shares”) were distributed to Equinox Gold shareholders such that each shareholder received: (i) one new common share of Equinox Gold for each common share of Equinox Gold held; and (ii) one-tenth of a Solaris Share for each common share of Equinox Gold held. Equinox Gold warrants, options and restricted share units were adjusted pursuant to the Arrangement to be exercisable into shares of both companies. Upon completion of the Arrangement, Equinox Gold’s shareholders collectively held 60% of Solaris Shares, with the remaining 40% interest held by Equinox Gold. At the time of the distribution, the Company determined the transaction did not result in a loss of control. The transaction was accounted for as a distribution of non-cash assets to non-controlling interests at carrying value, without gain or loss, and resulted in an increase in non-controlling interests of 7.4 million with a corresponding increase in deficit. | | | | The closing of the Arrangement resulted in the following assets and liabilities being distributed to Solaris on August 3, 2018: | | | | | $ | 618 | | | | 32 | | | | 19,899 | | | | 48 | | | | (484) | | | $ | 20,113 | | On March 19, 2019, Solaris completed a private placement issuing 15.7 million common shares at a price of C0.25 per common share for gross proceeds of 3.0 million (C3.9 million). On June 20, 2019, Solaris completed a further private placement issuing 2.5 million common shares at a price of C0.25 per common share for gross proceeds of 0.5 million (C0.6 million). The Company did not participate in these private placements. The Company recorded a dilution loss of 0.5 million as a result of these private placements in equity. In June 2019, the Company determined that Solaris was no longer a controlled subsidiary due to the dilution of its interest in Solaris to approximately 32% and the fact that Solaris was self-sustaining for an extended period. On the date control was lost, the Company recorded its interest retained in Solaris at fair value. The Company recorded a gain of 2.3 million on loss of control in other income. On November 18, 2019, Solaris completed a further private placement of units. The Company subscribed for 6.9 million units in exchange of the cancellation of 2.1 million (C2.8 million) receivable from Solaris. Each unit is comprised of one common share and one-half of a share purchase warrant. Each full warrant entitles the Company to purchase one common share of Solaris at a price of C0.60 over a three-year period. Consequently, the Company maintained its pro-rata interest in Solaris at approximately 32%. No gain or loss was recognized on settlement of the related party receivable. On December 30, 2019, Solaris completed a non-brokered private placement of units. The Company did not participate in this private placement. As a result of the share issuance, the Company’s interest in Solaris decreased to 30%. At December 31, 2019, the Company recorded a dilution gain of 0.6 million in other income (expense). For the year ended December 31, 2019, the Company recorded an equity loss from its investment in Solaris of 0.9 million in other income (expense). | | |

All values are in US Dollars.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 5. Acquisitions and divestitures (continued) | | --- | | (e) Sale of Koricancha | | On August 21, 2018, the Company completed the sale of the Company’s interest in the Koricancha Mill Joint Venture (“Koricancha”) to Inca One Gold Corp. (“Inca One”) and the settlement of the related 3.5% gold stream obligation for gross consideration of C$15.9 million ($12.1 million) as follows: • 51.3 million common shares of Inca One (representing a 19.99% interest) valued at $2.0 million; • A $6.8 million promissory note payable in: (i) three annual installments of $1.9 million in cash or shares of Inca One at the option of Inca One, and (ii) one installment of $1.1 million in cash two years from closing; • Payments of up to $2.2 million related to certain recoverable taxes of Koricancha, contingent on collection of these amounts by Inca One over a five-year period; and • A working capital adjustment payment of $1.1 million payable in cash to Equinox Gold three years from closing. Inca One’s option to settle certain payments in common shares is subject to the Company not owning more than 19.99% of Inca One subsequent to such settlement. In connection with the sale of Koricancha, the 3.5% stream on gold production from Koricancha was extinguished with payment to the stream holder of: (i) 51.3 million common shares of Inca One valued at $2.0 million and issued directly to the stream holder by Inca One; and (ii) $1.9 million in cash two years from closing to be paid by the Company to the stream holder. The Company accounted for the $1.9 million it is required to pay as a cost to sell Koricancha. The Company granted to the stream holder a put option, which, if exercised, would require the Company to purchase from the stream holder the above-mentioned Inca One shares issued on settlement of the stream at a price of C$0.068 per Inca One common share. The put option is exercisable from August 21, 2021 until such time all of the Inca One shares have been either put back to the Company or sold by the stream holder. Exercise of the put option is subject to the Company not owning more than 19.99% of Inca One subsequent to such exercise. The fair value of the net consideration totaled $7.7 million which included the fair value of the common shares of Inca One received by the Company, the fair value of the future cash payments to be received for the promissory note, working capital adjustment payment and recoverable tax payment and the future cash payment to the stream holder, discounted at 10% per annum. The fair value of the put option was not material. At June 30, 2018, the Company had classified the assets and liabilities of Koricancha as assets and liabilities held for sale and measured the asset group at the lower of carrying value and its estimated fair value less costs to sell (“FVLCS”) which resulted in an impairment charge of $24.1 million. The net loss from discontinued operations for the year ended December 31, 2018 included the change in estimated FVLCS from June 30, 2018 to the final purchase consideration received, less disposal costs. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 5. Acquisitions and divestitures (continued) | | | | | --- | --- | --- | --- | | | Consideration, net of costs to sell | | 7,731 | | | Less: Carrying value of Koricancha net assets as of August 20, 2018 | | (8,248) | | | Other closing adjustments | | (28) | | | Net loss on sale | | (545) | | | Impairment | | (24,135) | | | Total loss from discontinued operation for the year ended December 31, 2018 | | (24,680) | | | The net loss from Koricancha for the year ended December 31, 2018 was presented as a discontinued operation and is set out below: | | | | | | | 2018 | | | Revenues | | 17,284 | | | Operating costs | | (19,346) | | | Amortization | | (420) | | | Impairment | | (24,680) | | | Loss from operations | | (27,162) | | | Other income (expense) | | (329) | | | Net loss from discontinued operation | | (27,491) | | | Net loss from discontinued operation attributable to: | | | | | Equinox Gold shareholders | | (26,793) | | | Non-controlling interests | | (698) | | | | | (27,491) | | | Loss per share from discontinued operation attributable to Equinox Gold shareholders - basic and diluted | | (0.30) | | | Comparative cash flows have not been re-presented to include Koricancha as a discontinued operation. The cash flows from discontinued operation for 2018 is as follows: | | | | | | | | | | Net cash flows from operating activities | | | | | Net cash flows from investing activities | | | | | Net cash inflows (outflows) | | |

All values are in US Dollars.


	Note		December 31,<br> 2019		December 31,<br><br>2018
Value-added and income tax receivables	6(a)	$	12,181	$	5,276
Due from Serabi Gold plc	6(b)		12,033		10,909
Receivable from Inca One	5(e)		2,716		1,706
Other receivables			460		685
Prepaid expenses and deposits			4,394		2,833
		$	31,784	$	21,409

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 6. Accounts receivable, prepaid expenses and deposits (continued) | | --- | | (a) The Company has VAT receivable from the Brazilian federal government totaling $12.8 million (BRL $51.5 million) (2018 - BRL $12.9 million). As an exporter, the Company’s sales are not subject to VAT. Federal VAT receivable may be used to offset other taxes payable including income and payroll taxes. As at December 31, 2019, $3.4 million (2018 - $nil) of the federal VAT receivable was included in other assets as they are expected to be recovered over a period which exceeds twelve months. At December 31, 2019, the Company has VAT receivable from the Maranhão state government totaling $1.1 million (BRL $4.5 million) (2018 - BRL $4.6 million) net of an impairment provision. During 2019, the state government certified the balance of VAT receivable. The Company is in the process of identifying a buyer to sell all or a portion of these credits. | | (b) In December 2019, the share and debt purchase agreement between the Company and Serabi Gold plc (“Serabi”) in respect of the purchase of Coringa (note 13(d)) was amended to extend the maturity date of the third and final instalment of $12.0 million from December 19, 2019 to March 31, 2020. The receivable incurs interest at a rate of 10% per annum. The receivable is secured by a pledge in the Company’s favour on the shares of Chapleau Resources Ltd. | | 7. Inventory | | | | | | | --- | --- | --- | --- | --- | --- | | | | | December 31, 2019 | | December 31, 2018 | | | Heap leach ore (current and non-current) | $ | 158,598 | $ | 127,077 | | | Less: Non-current portion of heap leach ore | | (141,578) | | (100,543) | | | Current portion of heap leach ore | | 17,020 | | 26,534 | | | Stockpiles | | 9,776 | | - | | | Work-in-process | | 6,366 | | 5,475 | | | Supplies | | 12,329 | | 10,005 | | | Finished goods | | 771 | | 931 | | | Current inventory | $ | 46,262 | $ | 42,945 | | Non-current inventory relates to heap leach ore at Mesquite not expected to be recovered in the next year. | | | | | | | 8. Restricted cash | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | Restricted cash is cash and cash equivalent amounts whose withdrawal or use under the terms of certain contractual agreements is restricted. | | | | | | | | | | Note | | December 31, 2019 | | December 31, 2018 | | | Letters of credit | | $ | 1,406 | $ | 633 | | | Credit facility financial covenant compliance | | | - | | 7,500 | | | Brazil income tax insurance bond collateral | 28 | | 13,879 | | 7,463 | | | Total restricted cash | | | 15,285 | | 15,596 | | | Less: Current portion of restricted cash | | | (607) | | (633) | | | Non-current portion of restricted cash | | $ | 14,678 | $ | 14,963 |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 9. Exploration and evaluation assets | | | | | | --- | --- | --- | --- | --- | | Exploration and evaluation assets are comprised of acquisition costs for the following properties: | | | | | | | | December 31, 2019 | | December 31, 2018 | | | $ | - | $ | 133,060 | | | | 13,750 | | 13,750 | | | | - | | 5,000 | | | | - | | 19,899 | | | $ | 13,750 | $ | 171,709 | | In October 2019, the Board of Directors approved construction of Phase 1 at Castle Mountain. As a result, the Company transferred 133.1 million in Castle Mountain from exploration and evaluation assets to mineral properties (note 10). | | | | |

All values are in US Dollars.


	Mineral properties		Plant and<br><br> <br>equipment		Pre-development<br><br>assets		Construction in-progress		Other			Total
Cost
Balance - December 31, 2017	$	72,592	$	47,873	$	44,194	$	-	$	223	$	164,882
Acquisition of Mesquite (note 5(b))		27		43,167		-		-		-		43,194
Additions		308		2,285		-		123,124		38		125,755
Impairment		-		(4,448)		-		(206)		(13)		(4,667)
Transfers		-		-		(44,194)		44,194		-		-
Disposals		-		(9,270)		-		(570)		(89)		(9,929)
Change in reclamation cost asset		1,465		-		-		-		-		1,465
Balance - December 31, 2018	$	74,392	$	79,607	$	-	$	166,542	$	159	$	320,700
Additions		16,924		(6,641)		-		78,748		942		89,973
Transfers		55,318		133,694		-		(200,038)		1,089		(9,937)
Transfer from exploration and evaluation assets (note 9)		133,060		-		-		-		-		133,060
Disposals		-		(1,758)		-		-		(74)		(1,832)
Change in reclamation cost asset		6,080		-		-		-		-		6,080
Balance - December 31, 2019	$	285,774	$	204,902	$	-	$	45,252	$	2,116	$	538,044
Accumulated depreciation
Balance - December 31, 2017	$	-	$	1,167	$	-	$	-	$	43	$	1,210
Additions		326		4,135		-		-		87		4,548
Disposals		-		(1,939)		-		-		(30)		(1,969)
Balance - December 31, 2018	$	326	$	3,363	$	-	$	-	$	100	$	3,789
Additions		12,682		24,136		-		-		294		37,112
Disposals		-		(766)		-		-		(35)		(801)
Balance - December 31, 2019	$	13,008	$	26,733	$	-	$	-	$	359	$	40,100
Net book value:
At December 31, 2018	$	74,066	$	76,244	$	-	$	166,542	$	59	$	316,911
At December 31, 2019	$	272,766	$	178,169	$	-	$	45,252	$	1,757	$	497,944

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 10. Mineral properties, plant and equipment (Continued) | | | --- | --- | | During the year ended December 31, 2019, the Company capitalized 41.7 million (2018 - 121.7 million) of construction costs at Aurizona, which includes interest and accretion on the Aurizona project debt totaling 5.1 million (2018 - 6.5 million). Pre-production income of 5.6 million earned during the ramp-up of Aurizona was deducted from construction-in-progress. On commencement of commercial production at Aurizona on July 1, 2019, the Company transferred 195.3 million from construction-in-progress to mineral properties (53.5 million) and plant and equipment (131.9 million). In addition, 9.9 million was transferred from construction-in-progress to inventory. In September 2019, the Company recognized 11.3 million as a reduction to mineral properties, plant and equipment related to a recoverable credit for value-added taxes paid that was made available during Aurizona construction. During the year ended December 31, 2019, the Company capitalized to construction-in-progress 21.0 million of costs at Castle Mountain. | | | Certain of the Company’s mining properties are subject to royalty arrangements based on their net smelter returns (“NSR”s) or gross revenues. At December 31, 2019, the Company’s significant royalty arrangements were as follows: | | | | Royalty arrangements | | | 0.5%-7% NSR | | | 1.5% of gross sales; 3%-5% sliding scale NSR based on gold price | | | 2.65% NSR |

All values are in US Dollars.

11. Other assets (continued)
		Note		December 31,<br><br>2019		December 31,<br><br>2018
	Long-term receivable from Inca One	5(e)		4,800		5,923
	Elk Gold receivable	5(c)		4,469		-
	Value-added taxes receivable	6(a)	$	3,422	$	-
	Deferred financing costs			1,801		936
	Consumable stores inventory			-		1,392
	Derivative assets	14(a)		341		-
	Other receivables and deposits			749		841
			$	15,582	$	9,092
12. Accounts Payable and Accrued Liabilities
---	---	---	---	---
		Note	December 31,<br><br> <br>2019	December 31,<br><br> <br>2018
	Trade payables		45,057	21,227
	Capital related		18,833	18,153
	Working capital adjustment payable	5(b)	-	12,451
	Accrued interest		1,553	1,480
	Income taxes payable		1,761	1,754
			67,204	55,065

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 13. Loans and borrowings | | | | | | | --- | --- | --- | --- | --- | --- | | | Note | | December 31, 2019 | | December 31, 2018 | | | 13(a),(c) | $ | 116,625 | $ | 97,858 | | | 13(b) | | 125,850 | | - | | | 13(b) | | - | | 18,249 | | | 13(b) | | - | | 68,831 | | | 13(d) | | 12,000 | | 11,803 | | | 13(e) | | 9,574 | | 17,818 | | | | | 264,049 | | 214,559 | | | | | (61,574) | | (54,704) | | | | $ | 202,475 | $ | 159,855 | | (a) Revolving Credit Facility | | | | | | | On April 11, 2019, the Company converted its 100 million Mesquite Acquisition Credit Facility into a senior secured 130 million corporate revolving credit facility (the “Revolving Credit Facility”) with the existing syndicate of lenders led by the Bank of Nova Scotia. Under the terms of the Revolving Credit Facility, 100 million was available immediately and outstanding at closing. The remaining 30 million was made available in late June 2019 upon registration of certain security documents, the achievement of certain production metrics at Aurizona and the satisfaction of customary conditions. The Revolving Credit Facility matures on October 30, 2022, at which date it must be repaid in full, and bears interest at an annual rate of LIBOR plus 2.5% to 4%, subject to certain leverage ratios. Until certain operating performance criteria are met at Aurizona, credit availability reductions of 40 million will be required on December 31, 2020 and 2021 and amounts drawn in excess of the reduced credit availability would become due. On achievement of the performance criteria, no further principal payments will be due until maturity of the facility. As at December 31, 2019, these criteria had not been met. The Company determined that amending the Mesquite Acquisition Credit Facility to become the Revolving Credit Facility was a non-substantial modification of the existing outstanding debt. The Company recognized a gain on modification of debt of 0.9 million to reflect the adjusted amortized cost of the drawn portion of the Revolving Credit Facility, recorded within other income (expense). Additional transaction costs of 1.0 million were incurred in relation to the Revolving Credit Facility, of which 0.8 million was allocated to the drawn portion and 0.2 million has been recognized as deferred financing costs within other assets related to the remaining 30 million loan commitment. The carrying value of the drawn portion is accreted to the principal amount over the term of the Revolving Credit Facility using an effective interest rate of 6.3%. The Revolving Credit Facility is secured by first-ranking security over all present and future property and assets of the Company. The Revolving Credit Facility is subject to standard conditions and covenants, including maintenance of debt service coverage ratio and leverage ratio. As at December 31, 2019, the Company is in compliance with these covenants. | | | | | | | (b) Convertible Notes | | | | | | | On April 11, 2019, the Company issued 130 million in Convertible Notes to Mubadala Investment Company (“Mubadala”) and on May 7, 2019, pursuant to a pre-existing investor rights agreement, the Company issued 9.7 million in additional convertible notes (referred to together with the Mubadala notes as the “Notes”) to Pacific Road Resources Funds (“Pacific Road”). | | | | | |

All values are in US Dollars.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 13. Loans and borrowings (continued) | | --- | | The Notes mature on April 12, 2024 and bear interest at a fixed rate of 5% per year payable quarterly in arrears. The Notes are convertible at the holder’s option into common shares of the Company at a fixed conversion price of US$5.25 per share. Holders may exercise their conversion option at any time, provided that the holder owns less than 20% of the outstanding common shares of the Company. On or after October 11, 2022, the Company has a call right that may be exercised if the 90-day volume weighted average price (“VWAP”) of the Company’s shares exceeds US$6.825 for a period of 30 consecutive days. If the call right is exercised, the holders would be 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 conversion price of US$5.25 per share and the Company’s share price at the time of redemption. Gross proceeds from the Notes of $139.7 million was allocated to the debt and equity components. The fair value of the debt portion of $126.8 million was estimated using a discounted cash flow model based on an expected term of 5 years and a discount rate of 7.5%. The residual of $10.5 million ($12.8 million net of deferred tax expense of $2.3 million) was recognized in other equity reserves. The debt component is recorded at amortized cost, net of transaction costs, and is accreted to the principal amount over the term of the Notes using an effective interest rate of 7.7%. Transaction costs of $3.2 million were incurred and allocated on a pro-rata basis with $2.9 million allocated to the debt component and $0.3 million allocated to the equity component. The Notes are secured by all assets of the Company and are subordinate to the Revolving Credit Facility. On April 11, 2019, in conjunction with the issuance of the Notes, the Company used $116.9 million of available proceeds from the Notes to repay in full the principal and accrued interest outstanding under the Sprott Facility and the Aurizona Construction Facility and terminate the associated Aurizona production-linked payment obligation to Sprott. The Company recorded a loss on settlement of debt of $13.3 million and loss on settlement of the production-payment liability of $0.6 million. | | (c) Short-term Loan | | On April 11, 2019, the Company entered into a one-year, unsecured $20 million revolving credit facility (the “Short-term Loan”) with the Company’s Chairman, Ross Beaty, which is a related party transaction, to provide short-term financing for general corporate and working capital purposes. The facility bears interest at 8% per annum, payable monthly, and matures on April 12, 2020. On September 27, 2019, the Company drew an additional $20 million from the Revolving Credit Facility. Proceeds from the draw were used to repay principal and accrued interest outstanding under the Short-term Loan. Repayment of the Short-term Loan and accrued interest is also a related party transaction. The Company recorded a loss on settlement of the Short-term Loan of $0.2 million related to unamortized transaction costs. | | (d) Standby Loan | | On August 2, 2018, the Company entered in to a standby loan arrangement (the “Standby Loan”) with the Company’s Chairman, Ross Beaty, wherein he would make available up to $12.0 million that could be used by the Company for the continued development, construction and general working capital requirements of Aurizona. On October 4, 2018, the Company drew the full amount of the Standby Loan. The loan bears interest at 8% per annum and is subject to a drawdown fee of 1% and standby fee of 1%. Principal and accrued interest is payable upon receipt of the final instalment due from Serabi in relation to Anfield Gold Corp.’s disposal of its Coringa project immediately prior to Anfield’s acquisition by Equinox Gold. The Company incurred financing costs of $0.2 million in respect to the Standby Loan, which have been included in the carrying value of the Standby Loan and are amortized using an effective interest rate of 9.7%. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 13. Loans and borrowings (continued) | | --- | | The Standby Loan is unsecured. In the event the Company defaults on repayment, Mr. Beaty has the right to assume the security the Company holds for its $12.0 million receivable from Serabi. In December 2019, the Standby Loan agreement was amended to extend the term of the loan to March 31, 2020. The Company determined the amendment to the Standby Loan was a non-substantial modification. No gain or loss was recorded on modification and no additional transaction costs were incurred. | | (e) Sandstorm Debenture | | At December 31, 2017, the Company had a $30.0 million debenture with Sandstorm (the “Sandstorm Debenture”). The Sandstorm Debenture bears interest at a rate of 5% per annum and was repayable in three equal annual tranches of $10.0 million plus outstanding accrued interest beginning June 30, 2018. The Company has the right to repay the principal and interest owing on each repayment date with common shares of the Company. The number of common shares to be issued is determined based on the principal and interest to be repaid divided by the higher of C$4.50 per share and the 20-day volume weighted average Canadian dollar trading price of the Company’s common shares (the “Conversion Price”) provided that Sandstorm owns less than 20% of the outstanding common shares of the Company after such share issuance. On January 3, 2018, Sandstorm sold to Mr. Beaty $15.0 million principal of the Sandstorm Debenture. In connection with this transaction, the Company agreed to amend the Sandstorm Debenture such that the $15.0 million principal purchased by Mr. Beaty was settled immediately via conversion to 3,703,703 Equinox Gold common shares. The Sandstorm Debenture was also modified on January 3, 2018, such that: (i) $3.9 million of outstanding accrued interest was added to the remaining principal; (ii) the June 30, 2018 instalment payment was eliminated; (iii) the June 30, 2019 instalment payment is $9.0 million principal plus outstanding accrued interest; and (iv) the final instalment payment on June 30, 2020 is $9.9 million principal plus outstanding accrued interest. No financing costs were incurred in respect of the transaction. For the year ended December 31, 2018, the Company recognized a loss of $1.3 million on settlement of $15.0 million principal of the Sandstorm Debenture, which was determined by the difference between the $15.5 million fair value of the shares issued and the carrying value of the portion of the debenture extinguished. The carrying value of the portion extinguished was determined based on the relative fair values of the settled and outstanding portions of the Sandstorm Debenture as of January 3, 2018. The Company determined the amendments to the Sandstorm Debenture did not result in a substantial modification of the instrument. Interest on the Sandstorm Debenture is recognized at the effective interest rate of 11.45% which amortizes the difference between the carrying value and the principal amount over the term to maturity. On June 30, 2019, the Company issued to Sandstorm 2,227,835 common shares in consideration of the first instalment payment and accrued interest due of $10.5 million. The Company recorded a gain on extinguishment of debt of $0.3 million. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 13. Loans and borrowings (continued) | | | | --- | --- | --- | | (f) Loans and borrowings continuity | | | | The following is a summary of the changes in loans and borrowings arising from investing and financing activities for the years ended December 31, 2019 and 2018: | | | | | Balance - December 31, 2017 | 43,461 | | | Carrying value of debt extinguished by issuance of shares | (14,205) | | | 60.0 million draw from Aurizona Construction Facility, net of deferred financing costs | 51,829 | | | 120.0 million draw from Mesquite acquisition facilities, net of deferred financing costs | 114,576 | | | 12.0 million draw from Standby Loan, net of deferred financing costs | 11,760 | | | Accretion and accrued interest | 6,692 | | | Embedded derivative liability | 1,283 | | | Repayment of long-term debt | (837) | | | Balance - December 31, 2018 | 214,559 | | | 10 million draw from Aurizona Construction Facility, net of deferred financing costs | 8,814 | | | 20 million draw from Short-term Loan, net of deferred financing costs | 19,600 | | | 20 million draw from Revolving Credit Facility, net of deferred financing costs | 19,592 | | | Modification gain and transaction costs on conversion of Mesquite Acquisition Credit Facility to Revolving Credit Facility | (1,804) | | | Debt component of Convertible Notes, net of deferred financing costs | 123,942 | | | Repayment of Sprott loans and Short-term Loan | (131,211) | | | Loss on extinguishment of Sprott debt and Short-term Loan | 13,540 | | | Debenture principal repayment settled by issuance of shares | (10,450) | | | Accretion and accrued interest | 7,467 | | | Balance - December 31, 2019 | 264,049 |

All values are in US Dollars.

14. Derivative financial instruments
(a) Foreign exchange contracts
Certain of the Company’s expenditures at its Brazilian operation are denominated in the Brazilian Réal (“BRL”). During 2019, the Company initiated a foreign currency exchange risk management program to reduce its exposure to fluctuations in the value of the BRL relative to the US dollar.
As at December 31, 2019, the Company had in place :BRL put and call options (the “Collars”) with the following notional amounts, weighted average rates and maturity dates:
		USD notional amount	Call options’<br><br> <br>weighted average<br><br> <br>USD:BRL rates	Put options’<br><br> <br>weighted average<br><br> <br>USD:BRL rates
	$	84,200	4.03	4.39
		19,100	4.07	4.51
	$	103,300	4.03	4.41

All values are in US Dollars.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 14. Derivative financial instruments (continued) | | | | --- | --- | --- | | The Collars have not been designated as hedges and are recorded at fair value at the end of each reporting period with changes in fair value recognized in foreign exchange gains and losses within other income (expense). The Company entered into these contracts at no premium and therefore incurred no investment costs at inception. For the year ended December 31, 2019, the Company recorded a realized loss of 1.2 million on Collars settled in the period in foreign exchange gains and losses within other income (expense) and an unrealized gain of 1.6 million on Collars outstanding at period end. The fair value of Collars at December 31, 2019 was 1.6 million, of which 1.3 million was recorded as current derivative assets and 0.3 million was included in other assets. | | | | (b) Warrant liability | | | | The functional currency of the Company is the US dollar. As the exercise price of the Company’s share purchase warrants is fixed in Canadian dollars, these warrants are considered a derivative as a variable amount of cash in the Company’s functional currency will be received on exercise. Accordingly, these share purchase warrants are classified and accounted for as a derivative liability at fair value through net income or loss. The fair value of the warrants is determined using the Black Scholes option pricing model at the period-end date or the market price on the TSX for warrants that are trading. | | | | | | 37,784 | | | | 336 | | | | (257) | | | | (19,002) | | | | 18,861 | | | | (868) | | | | 38,153 | | | | 56,146 | | The fair value of non-traded warrants was calculated with the following weighted average assumptions: | | | | | | December 31, 2018 | | | 1.7% | 1.9% | | | 1.2 years | 2.2 years | | | 45.1% | 46.2% | | | 0.0% | 0.0% | | | 10.16 | $5.25 | | The fair value of traded warrants was based on the market price of C0.42 per warrant on December 31, 2019 (December 31, 2018 - C0.17). | | |

All values are in US Dollars.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 15. Reclamation obligation | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Mesquite | | Aurizona | | Castle Mtn | | Koricancha | | Total | | | | $ | - | $ | 4,735 | $ | 339 | $ | 348 | $ | 5,422 | | | | 17,675 | | - | | - | | - | | 17,675 | | | | 92 | | 275 | | - | | 16 | | 383 | | | | - | | - | | - | | (364) | | (364) | | | | 1,690 | | (225) | | 67 | | - | | 1,532 | | | | - | | (706) | | - | | - | | (706) | | | | 19,457 | | 4,079 | | 406 | | - | | 23,942 | | | | 385 | | 334 | | - | | - | | 719 | | | | 1,579 | | 3,586 | | 508 | | - | | 5,673 | | | | - | | (105) | | - | | - | | (105) | | | | 21,421 | | 7,894 | | 914 | | - | | 30,229 | | | | (344) | | - | | - | | - | | (344) | | | $ | 21,077 | $ | 7,894 | $ | 914 | $ | - | $ | 29,885 | | The Company’s environmental permits require that it reclaims any land it disturbs during mine development, construction and operations. The majority of these reclamation costs are expected to be incurred subsequent to the end of the expected useful life of the operation to which they relate. The Company’s provision for mine closure and reclamation consists of costs accrued based on the current best estimate of mine closure and reclamation activities. The Company’s provision for future site closure and reclamation costs is based on the level of known disturbance at the reporting date, known legal requirements and internal and external cost estimates. The Company measures the provision at the expected value of future cash flows using inflation rates of 2.2% to 3.3% and discounted to the present value using discount rates of 1.8% to 5.8% depending on the region in which the liabilities will be realized. The undiscounted value of the provision as of December 31, 2019 was 38.1 million (2018 - 31.8 million). The Company’s subsidiary, Western Mesquite Mines Inc., is required to post security for reclamation and for closure with Imperial County, California as lead agency under the California Surface Mining and Reclamation Act, and for pit backfill with the California State Lands Commission under a public/private land lease agreement. The Company has met its security requirements in the form of bonds posted through surety underwriters totaling 0.3 million. | | | | | | | | | | |

All values are in US Dollars.


	Note		December 31,<br><br>2019		December 31,<br><br>2018
Production payment liability	13(b)	$	-	$	4,977
Provision for legal and tax matters	28		4,049		3,763
Note payable	5(e)		-		1,706
Other liabilities			1,101		150
		$	5,150	$	10,596

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 17. SHARE CAPITAL | | --- | | (a) Authorized and issued | | The Company is authorized to issue an unlimited number of common shares with no par value. On August 20, 2019, the Company completed a consolidation of its common shares at a ratio of five pre-consolidation common shares for one post-consolidation common share (the “Consolidation”). No fractional common shares were issued in connection with the Consolidation. As a result of the Consolidation, shares issuable pursuant to the Company’s outstanding options, warrants, restricted share units and other convertible securities were proportionally adjusted on the same basis. At December 31, 2019, 113.5 million common shares were issued and outstanding. | | (b) Share issuances | | On January 16, 2018, Pacific Road exercised its pre-existing non-dilution rights in connection with the acquisition of Castle Mountain in December 2017, resulting in the issuance of 4.2 million common shares for gross proceeds of $15.2 million (C$19.2 million). The Company incurred $0.5 million in share issuance costs. On October 12, 2018, the Company closed brokered and non-brokered private placements (collectively, the “Private Placements”) of subscription receipts (the “Subscription Receipts”) to fund the Mesquite Acquisition. The Subscription Receipts were priced at C$4.75 each for aggregate gross proceeds of approximately $75 million (C$97.5 million). Each Subscription Receipt entitled the holder to receive one common share of Equinox Gold upon satisfaction of certain conditions (the “Release Conditions”), which were achieved on closing of the Mesquite Acquisition. The brokered Private Placement consisted of 6,843,000 Subscription Receipts issued pursuant to an underwriting agreement entered into with a syndicate of banks (collectively, the “Underwriters”). The non-brokered Private Placement consisted of 13,683,320 Subscription Receipts issued pursuant to subscription agreements with investors. In connection with the brokered Private Placement, the Company agreed to pay the Underwriters, subject to certain adjustments, a cash fee of 5% of the gross proceeds of the brokered Private Placement on satisfaction of the Release Conditions. The Company incurred $2.0 million in share issuance costs in respect of the Private Placements. In connection with the $20 million Sprott Facility obtained on October 30, 2018, the Company issued to Sprott 0.4 million common shares. An amendment of the existing credit facility between the Company’s wholly-owned subsidiary, Aurizona Goldfields Corp., and Sprott was required in connection with the Sprott Facility and provided for the issuance of 875,000 warrants to purchase common shares of the Company to Sprott at an exercise price of C$5.70, for a term of 4.25 years. On June 30, 2019, the Company issued to Sandstorm 2.2 million common shares as settlement of the first principal instalment and accrued interest due under the Debenture. | | (c) Share purchase options | | The Company has an incentive stock option plan (the “Option Plan”) whereby the Company may grant stock options to eligible employees, officers, directors and consultants with the exercise price, expiry date, and vesting conditions determined by the Board of Directors. All options are equity settled. The Option Plan provides for the issuance of up to 10% of the Company’s issued common shares as at the date of the grant. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 17. | SHARE CAPITAL (CONTINUED) | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | During the year ended December 31, 2019, the Company granted 0.4 million (2018 - 0.5 million) share purchase options to directors, officers, employees and consultants of the Company. The fair value of options granted was determined using the Black-Scholes option pricing model using the following weighted average assumptions: | | | | | | | | | | | | | | | 2019 | | | Exercise price (C) | | | | | | 5.30 | | | Risk-free interest rate | | | | | | 1.8% | | | Volatility | | | | | | 65.7% | | | Dividend yield | | | | | | 0.0% | | | Expected life | | | | | | 5.0 years | | | Total share-based compensation expense for the year ended December 31, 2019 related to the vesting of stock options was 0.9 million (2018 - 1.0 million). | | | | | | | | | A summary of the Company’s share purchase options is as follows: | | | | | | | | | | | | | Shares issuable on exercise of options | | | | | | | | | 2,635,747 | | | | | | | | | 543,052 | | | | | | | | | (158,520) | | | | | | | | | (243,977) | | | | | | | | | 2,776,302 | | | | | | | | | 359,210 | | | | | | | | | (240,895) | | | | | | | | | (219,504) | | | | | | | | | 2,675,113 | | | | | | | | | | | | | | | | | | | Options Exercisable | | | | | | Weighted average exercise price (C$) | Weighted average remaining contractual life (years) | | Number of options | | | | | $ | 2.52 | 1.63 | | 781,930 | | | | | | 5.26 | 3.45 | | 869,748 | | | | | | 6.79 | 1.89 | | 104,014 | | | | | | 11.62 | 2.45 | | 46,126 | | | | | | 15.94 | 1.53 | | 338,953 | | | | | | | | | 2,140,771 | | | | | | | | | | |

All values are in US Dollars.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 17. SHARE CAPITAL (CONTINUED) | | --- |

(d) Share purchase warrants

A continuity of the Company’s share purchase warrants is as follows:
	Shares issuable on exercise of warrants	Weighted average exercise price (C)
Outstanding, December 31, 2017	23,457,178
Issued	1,575,000
Exercised	(127,915)
Expired	(338,401)
Outstanding, December 31, 2018	24,565,862
Exercised	(363,235)
Expired	(151,437)
Outstanding, December 31, 2019	24,051,190

All values are in US Dollars.

At December 31, 2019, the Company had the following share purchase warrants issued and outstanding:
Range<br>of exercise<br><br> <br>price (C$)^(1)^	Shares issuable<br><br> <br>on exercise<br><br> <br>of warrants	Weighted<br> average<br>exercise<br> price (C)(1)	Expiry dates
$3.67 - $4.99	3,632,455		June 2020 - May 2021
$5.00 - $9.99	3,359,046		June 2020 - May 2023
$10.00 - $14.99	830,495		December 2020 - August 2021
$15.00 - $19.99	16,093,384		October 2021
$20.00 - $25.00	135,810		June 2020 - July 2020
	24,051,190

All values are in US Dollars.

(1)	Pursuant to the Arrangement (note 5(d)), 24,051,190 warrants with a weighted average exercise price of $12.00 are exercisable into one common share of Equinox Gold and one-half of a share of Solaris. Equinox Gold will receive nine-tenths of the proceeds from the exercise of each of these warrants and the remaining proceeds will be paid to Solaris.

Subsequent to December 31, 2019, the Company issued 932,647 common shares for warrants exercised, including 155,000 common shares for warrants that were exercised on December 31, 2019.

(e) Restricted share units

Equity settled RSUs

Under the terms of the Equinox Gold Restricted Share Unit Plan (“RSU Plan”) the Board of Directors may, from time to time, grant to employees, officers and consultants, RSUs and pRSUs in such numbers and for such terms as may be determined by the Board of Directors. RSUs granted under the RSU Plan are exercisable in shares after the vesting conditions, as specified by the Board of Directors, are met and until the third calendar year after the year in which the RSUs have been granted.

During year ended December 31, 2019, the Company granted 0.5 million RSUs (2018 - 0.7 million) and 0.1 million pRSUs (2018 - 0.1 million) to directors, officers and employees. The fair value of RSUs was determined based on the Company’s share price on the date of grant. The weighted average share price for RSUs granted in the year was C$5.65 (2018 - C$6.40). The pRSUs vest three years from the date of grant and the actual number of shares issued will range from 50% to 150% of the pRSU grant based on the Company’s share price performance compared to the Junior Gold Miner’s Index (GDXJ). Compensation expense related to the pRSUs is recorded over the three-year vesting period and the amount is adjusted at each reporting period to reflect the change in quoted market value of the Company’s common shares, the number of pRSUs expected to vest, and the expected performance factor.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 17. SHARE CAPITAL (CONTINUED) | | --- |

In 2018, the Company granted 0.8 million pRSUs to the Company’s Chairman, Ross Beaty, which have a fair value of $1.9 million. Vesting of these pRSUs is based on the Company’s share price reaching specified levels as determined by the Board of Directors. The term to expiry is five years and any shares issued in connection with the grant have a mandatory hold period of two years.

The number of shares issued upon vesting of these pRSUs is determined by multiplying the number of pRSUs granted by an adjustment factor, which ranges from 0 to 3.0 based on the share price achieved by the Company. The estimated fair value of the pRSUs is amortized on a straight-line basis over the expected performance period.

During the year ended December 31, 2019, the Company issued 0.2 million and 0.1 million common shares to settle RSUs and pRSUs, respectively, that vested in the year (2018 - 0.3 million RSUs; 0.1 million pRSUs). Total share-based compensation expense for the year ended December 31, 2019 related to the vesting of RSUs and pRSUs was $3.9 million (2018 - $4.6 million).

A continuity table of the equity-settled RSUs and pRSUs outstanding is as follows:
	RSUs	pRSUs
Outstanding, December 31, 2017	143,363	441,994
Granted	690,998	822,100
Settled	(287,634)	(121,550)
Forfeited	(3,450)	-
Outstanding, December 31, 2018	543,277	1,142,544
Granted	488,560	143,740
Settled	(220,289)	(129,706)
Forfeited	(8,500)	(44,200)
Outstanding, December 31, 2019	803,048	1,112,378

Cashsettled RSUs

Under the terms of the RSU plan, certain RSUs granted to eligible employees entitle the holder to a cash payment equal to the number of RSUs granted, multiplied by the quoted market value of the Company’s common shares on completion of the vesting period (the “cash-settled RSUs”). Compensation expense related to these RSUs is recorded over a two-year vesting period. The amount of compensation expense is adjusted at each reporting period to reflect the change in quoted market value of the Company’s common shares and the number of RSUs expected to vest.

During the year ended December 31, 2019, the Company granted 0.2 million cash-settled RSUs (2018 - nil) with a weighted average grant date fair value of C$6.11. The total fair value of cash settled RSUs outstanding as at December 31, 2019 was $0.2 million and is included in other liabilities.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 18. operating expenses | | | | | | | --- | --- | --- | --- | --- | --- | | Operating expenses consists of the following components by nature: | | | | | | | | | | 2019 | | 2018 | | | Raw materials and consumables | $ | 86,407 | $ | 11,541 | | | Salaries and employee benefits | | 36,524 | | 5,532 | | | Contractors | | 31,819 | | 2,221 | | | Repairs and maintenance | | 20,195 | | 3,783 | | | Site administration | | 10,823 | | 997 | | | Royalties | | 9,451 | | 799 | | | | | 195,219 | | 24,873 | | | Less: Change in inventories | | (36,021) | | (5,845) | | | Total operating expenses | $ | 159,198 | $ | 19,028 | | 19. General and administration | | | | | | | --- | --- | --- | --- | --- | --- | | General and administration for the Company consists of the following components by nature: | | | | | | | | | | 2019 | | 2018 | | | Salaries and benefits | $ | 6,904 | $ | 5,547 | | | Share-based compensation | | 5,017 | | 5,649 | | | Professional fees | | 3,672 | | 2,390 | | | Office and other expenses | | 3,899 | | 2,798 | | | Amortization | | 484 | | 77 | | | Total general and administration | $ | 19,976 | $ | 16,461 | | 20. Other income (expense) (continued) | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | Other income (expense) consists of the following components: | | | | | | | | | | Note | | 2019 | | 2018 | | | Change in fair value of warrants | 14(b) | $ | (38,185) | $ | 19,002 | | | Foreign exchange gain (loss) | | | 288 | | (7,834) | | | Loss on settlement of debt and production payment liability | 13(b),(c) | | (14,123) | | (1,299) | | | Other income (expense) | | | 178 | | (9,631) | | | Loss from equity investment | 5(d) | | (881) | | - | | | Total other income (expense) | | $ | (52,723) | $ | 238 |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 21. Income taxes | | --- |

Income tax expense differs from the amount that would result from applying Canadian federal and provincial income tax rates of 27% (2018

27%) to earnings before income taxes. These differences result from the following items:

		2019		2018
Loss before income taxes	$	(13,186)	$	(37,070)
Canadian federal<br> and provincial income tax rates		27%		27%
Expected income tax recovery based on the<br> above rates		(3,560)		(10,009)
Non-deductible expenses		3,000		3,250
Non-taxable bargain purchase gain from Mesquite<br> Acquisition		-		(176)
Impairment and disposition of Elk Gold		536		2,679
Change in fair value of derivative liabilities		10,310		(5,394)
Repayment of long-term debt		1,448		-
Deconsolidation of Solaris		1,008		-
Disposition of discontinued operation		-		(3,761)
Tax effect of deferred tax assets for which<br> no tax benefit has been recognized		5,238		8,097
Foreign exchange<br> and other		(10,842)		7,649
Total tax<br> expense		7,138		2,335
Current tax expense		7,250		468
Deferred tax<br> expense (recovery)		(112)		1,867
Total tax<br> expense	$	7,138	$	2,335
The<br> significant components of the Company’s recognized net deferred tax assets and liabilities are as follows:
		December<br>31,<br><br> <br>2019		December<br>31,<br><br> <br>2018
Non-capital losses	$	11,698	$	7,559
Mineral property, plant and equipment		4,727		3,691
Other		1,290		1,671
Total<br> deferred tax assets	$	17,715	$	12,921
Mineral properties, plant and equipment	$	(18,456)	$	(16,800)
Other		(9,971)		(4,609)
Total deferred<br> tax liabilities	$	(28,427)	$	(21,409)
Net deferred<br> tax liability	$	(10,712)	$	(8,488)

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 21. Income taxes (CONTINUED) | | --- |

The movement in the deferred tax assets and liabilities during the year is as follows:

Balance - December 31, 2017	(7,685)
Recognized in net loss	(1,867)
Acquisition of Mesquite	1,064
Balance - December 31, 2018	(8,488)
Recognized in net loss	112
Recognized in equity component of Convertible Notes	(2,336)
Balance - December 31, 2019	(10,712)

A reconciliation of net deferred tax assets and liabilities to the amounts presented in the consolidated statements of financial position follows:

	December 31,<br><br> <br>2019	December 31,<br><br> <br>2018
Deferred tax asset	-	1,064
Deferred tax liability	(10,712)	(9,552)
Net deferred tax liability	(10,712)	(8,488)

In assessing the recoverability of deferred tax assets other than deferred tax assets arising from the initial recognition of assets and liabilities that do not affect accounting or taxable profit, management considers whether it is probable that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Deductible temporary differences, unused tax losses and unused tax credits for which deferred tax assets have not been recognized are as follows:

		December 31, <br><br>2019		December 31, <br><br>2018
Non-capital losses	$	41,647	$	58,304
State non-capital losses		41,025		42,325
Mineral properties, plant and equipment		18,735		31,141
Share issue costs		4,522		4,976
Inventory		27,422		13,079
Unrealized foreign exchange losses on investment and advances		38,948		53,850
Reclamation obligation		28,609		14,018
State alternative minimum tax credit		6,525		6,525
Capital losses		36,570		21,501
Interest expense		16,557		18,024
Other		2,100		5,456
	$	262,660	$	269,199

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 21. Income | --- | --- | --- | --- | --- | --- | | The | | | | December | | Brazil (no | | Mexico (expire | | Canada (expire | | Peru (expire between | | Chile | | | $ | 41,648 | $ | 58,304 | | 22. Segmented | --- | --- | --- | | | Mesquite | | | Year | | Revenues | | | Operating | | Depreciation | | Earnings | | Exploration | | | General | | Earnings | | Finance | | Finance | | Other | | Income | | Tax | | Net | ^(1)^Includes taxes (continued) | | | | | | non-capital losses may be applied to reduce future years’ taxable income. The loss carryforwards expire as follows: | | | | | | 31, 2019 | | December 31, 2018 | expiry) | $ | 6,929 | $ | 16,692 | between 2019-2028) | | - | | 15,988 | between 2026-2039) | | 34,719 | | 23,420 | 2019-2022) | | - | | 1,544 | (no expiry) | | - | | 660 | information | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Aurizona | | Castle Mountain | | Other^(1)^ | | Corporate^(2)^ | | Total | | ended December 31, 2019 | | | | | | | | | | | | | $ | 178,175 | $ | 103,522 | $ | - | $ | - | $ | - | $ | 281,697 | expenses | | (108,573) | | (50,625) | | - | | - | | - | | (159,198) | and depletion | | (16,764) | | (21,881) | | - | | - | | - | | (38,645) | from mine operations | | 52,838 | | 31,016 | | - | | - | | - | | 83,854 | | - | | (2,028) | | (4,723) | | (2,003) | | - | | (8,754) | and administration | | - | | - | | - | | (1,115) | | (18,861) | | (19,976) | (loss) from operations | | 52,838 | | 28,988 | | (4,723) | | (3,118) | | (18,861) | | 55,124 | expense | | (385) | | (552) | | (49) | | - | | (16,551) | | (17,537) | income | | 17 | | 184 | | 4 | | 28 | | 1,717 | | 1,950 | income (expense) | | (1,756) | | (4,179) | | - | | - | | (46,788) | | (52,723) | (loss) before taxes | | 50,714 | | 24,441 | | (4,768) | | (3,090) | | (80,483) | | (13,186) | recovery (expense) | | (6,713) | | (2,970) | | - | | 135 | | 2,410 | | (7,138) | income (loss) | $ | 44,001 | $ | 21,471 | $ | (4,768) | $ | (2,955) | $ | (78,073) | $ | (20,324) | results of Solaris and Gold Mountain until respective deconsolidation and disposal. ^(2)^Includes equity loss from Solaris from the date of deconsolidation. | | | | | | | | | | | | | |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 22. Segmented information (continued) | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Mesquite | | | | | Castle Mountain | | | | Other | | | Corporate | | | | | | | Year ended December 31, 2018 | | | | | | | | | | | | | | | | | | | | Revenues | $ | 30,159 | | - | | $ | - | | | $ | - | | $ | - | | | 30,159 | | | Operating expenses | | (19,028) | | - | | | - | | | | - | | | - | | | (19,028) | | | Depreciation and depletion | | (4,201) | | - | | | - | | | | - | | | - | | | (4,201) | | | Earnings from mine operations | | 6,930 | | - | | | - | | | | - | | | - | | | 6,930 | | | Impairment | | - | | (3,360) | | | - | | | | (9,923) | | | - | | | (13,283) | | | Exploration | | (2) | | (1,531) | | | (8,176) | | | | (2,523) | | | - | | | (12,232) | | | General and administration | | - | | - | | | - | | | | (313) | | | (16,148) | | | (16,461) | | | Earnings (loss) from operations | | 6,928 | | (4,891) | | | (8,176) | | | | (12,759) | | | (16,148) | | | (35,046) | | | Finance expense | | (1,911) | | (300) | | | (120) | | | | - | | | (4,367) | | | (6,698) | | | Finance income | | - | | 2,525 | | | - | | | | 6 | | | 1,905 | | | 4,436 | | | Other income (expense) | | 102 | | (13,974) | | | 4 | | | | 75 | | | 14,031 | | | 238 | | | Income (loss) before taxes | | 5,119 | | (16,640) | | | (8,292) | | | | (12,678) | | | (4,579) | | | (37,070) | | | Tax expense | | (448) | | (1,588) | | | - | | | | (299) | | | - | | | (2,335) | | | Net income (loss) from continuing operations | $ | 4,671 | | (18,228) | | $ | (8,292) | | | $ | (12,977) | | $ | (4,579) | | | (39,405) | | | | | | | | Total assets | | | | | | | | | | | | | | | | | | | | December 31, | | | | | | | | December 31, | | | | | | | | | | | | 2019 | | | | | | | | 2019 | | | | 2018 | | | Mesquite | | | | | 247,797 | | | | | | | | (135,192) | | | | (162,724) | | | Aurizona | | | | | 380,641 | | | | | | | | (55,625) | | | | (111,165) | | | Castle Mountain | | | | | 158,127 | | | | | | | | (11,231) | | | | (2,466) | | | Other | | | | | - | | | | | | | | - | | | | (416) | | | Corporate | | | | | 52,785 | | | | | | | | (234,243) | | | | (55,804) | | | | | | | | 839,350 | | | | | | | | (436,291) | | | | (332,575) | | The Company has only one revenue stream, being the sale of gold doré. All revenue is attributable to the sale of doré from Mesquite in the United States and Aurizona in Brazil to one customer. Information about the Company’s non-current assets by jurisdiction is detailed below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2019 | | | | | | December 31, 2018 | | | | | | United States | | | | | | | | | 347,784 | | | | | $ | 280,248 | | | | | Brazil | | | | | | | | | 310,241 | | | | | | 294,343 | | | | | Canada | | | | | | | | | 32,669 | | | | | | 19,781 | | | | | Mexico | | | | | | | | | - | | | | | | 19,460 | | | | | Other | | | | | | | | | - | | | | | | 450 | | | | | | | | | | | | | | 690,694 | | | | | $ | 614,282 | | |

All values are in US Dollars.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 23. Supplemental cash flow information | | | | | | | --- | --- | --- | --- | --- | --- | | During the years ended December 31, 2019 and 2018, the Company conducted the following non-cash investing and financing transactions: | | | | | | | | | | 2019 | | 2018 | | | Shares and warrants issued to settle debt (note 13(e)) | $ | 10,110 | $ | 15,504 | | | Non-cash changes in accounts payable in relation to capital expenditures | | (1,427) | | 17,379 | | | Non-cash proceeds from disposition of assets (note 5(c)) | | 4,431 | | 7,791 | | | Recoverable taxes reclassified from mineral properties, plant and equipment to accounts receivable and other assets (note 10) | | (11,294) | | - | | | Right-of-use assets recognized | | 1,548 | | - | | | Shares issued in debt financing (note 17(b)) | | - | | 1,320 | | | Consideration payable for Mesquite Acquisition (note 5(b)) | | - | | 12,451 | | 24. Related party transactions | | --- |

Relatedparty expenses and balances

The Company’s Chairman, Ross Beaty, is a significant shareholder and considered a related party of the Company. In April 2019, the Company entered into a one-year unsecured $20 million revolving credit facility with Mr. Beaty (note 13(c)), which it repaid in September 2019.

In January 2018, the Company issued 3.7 million common shares to Mr. Beaty to settle the $15.0 million debenture owned by Mr. Beaty (note 13(e)). In October 2018, Mr. Beaty invested $10.0 million in the Private Placements to purchase an additional 2,736,842 common shares (note 17(b)).

At December 31, 2019, the total balance owing to Mr. Beaty was $13.2 million (2018 - $12.2 million), including accrued interest of $1.2 million related to the Company’s Standby Loan (note 13(d)).

Keymanagement personnel compensation

The key management of the Company comprises 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 are as follows:

		2019		2018
Salaries, directors’<br> fees and other short-term benefits	$	2,762	$	2,690
Share-based<br> payments		1,940		2,078
Total<br> key management personnel compensation	$	4,702	$	4,768

At December 31, 2019, $1.2 million (December 31, 2018 - $0.9 million) was owed by the Company to management for accrued salary and bonuses and the reimbursement of expenses.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 25. Capital management | | | | | | | --- | --- | --- | --- | --- | --- | | 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 capital of the Company includes the components of equity and loans and borrowings net of cash and cash equivalents. Capital, as defined above is summarized in the following table: | | | | | | | | | | December 31, 2019 | | December 31, 2018 | | | Equity | $ | 403,059 | $ | 394,779 | | | Loans and borrowings | | 264,049 | | 214,559 | | | | | 667,108 | | 609,338 | | | Cash and cash equivalents | | (67,716) | | (60,822) | | | Total | $ | 599,392 | $ | 548,516 | | The Company manages its capital structure and make adjustments as necessary. In order to maintain the capital structure, the Company may, from time to time, issue or buy back equity, repay debt, or sell assets. The Company manages and makes adjustments to its capital structure in light of economic conditions. The Company, upon approval from its Board of Directors, intends to balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances. Pacific Road has certain non-dilution rights pursuant to an investment agreement dated May 7, 2015 whereby as long as Pacific Road holds at least 5% of Equinox Gold's common shares, Pacific Road has the right to maintain all or a portion of its ownership interest in the Company following any new issuance of Equinox Gold common shares. In connection with the issuance of the Convertible Notes, the Company and Mubadala entered into an investor rights agreement, providing Mubadala, among certain other rights, the right to a nominee on the Company’s Board of Directors and standard anti-dilution rights. | | | | | | | 26. Financial instrument risk exposure and risk management | | --- | | The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management process. | | (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 and arises principally from the Company’s financial assets. The Company is primarily exposed to credit risk on its cash and cash equivalents, accounts receivable and deposits and reclamation bonds. Exposure to credit risk related to financial institutions and cash deposits is limited through maintaining cash and equivalents and short-term investments with high-credit quality financial institutions and instruments. Credit risk with respect to receivables from the sale of non-core assets is mitigated by security held in the event of default. The carrying value of these financial assets totaling $104.6 million represents the maximum exposure to credit risk. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 26. Financial instrument risk exposure 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 ensures that there is sufficient capital in order to meet short term business requirements after taking into account the Company’s holdings of cash and cash equivalents. A summary of contractual maturities of financial liabilities is included in note 28. | | | | | | | | | | (c) Market risk | | | | | | | | | | Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: commodity price risk; interest rate risk and currency risk. Financial instruments affected by market risk include cash and cash equivalents, accounts receivable, marketable securities, reclamation deposits, accounts payable and accrued liabilities, debt and derivatives. | | | | | | | | | | (i) Interest rate risk | | | | | | | | | | The Company’s interest rate risk arises primarily from the interest received on cash and short-term deposits and interest paid on floating rate borrowings. Deposits are invested on a short-term basis to enable adequate liquidity for payment of operational and capital expenditures. The Company does not believe that it is exposed to material interest rate risk on its cash and short-term deposits. The Company is exposed to interest rate risk due to the floating rate interest on its Revolving Credit Facility. A 10% change in interest rates at the reporting date would have a 0.2 million impact on net loss in the year. | | | | | | | | | | (ii) Foreign currency risk | | | | | | | | | | The Company’s functional currency is the US dollar. The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency, primarily the Brazilian Real and Canadian dollar. | | | | | | | | | | Financial assets and liabilities denominated in currencies other than the US dollar are as follows: | | | | | | | | | | | December 31, 2019 | | | | | December 31, 2018 | | | | | | Financial assets | | Financial liabilities | | Financial assets | | Financial liabilities | | | $ | 28,653 | $ | 28,986 | $ | 19,810 | $ | 20,984 | | | | 18,721 | | 6,987 | | 26,311 | | 3,026 | | | $ | 47,374 | $ | 35,973 | $ | 46,121 | $ | 24,010 |

All values are in US Dollars.

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 26. Financial instrument risk exposure and risk management (continued) | | --- | | Of the financial assets listed above, $12.9 million (December 31, 2018 - $19.8 million) represent cash and cash equivalents held in Brazilian Reals and $7.8 million (December 31, 2018 - $25.8 million) represent cash and cash equivalents held in Canadian dollars. Minimal cash is held in other currencies. At December 31, 2019, with other variables unchanged, a 10% strengthening of the US dollar against the above currencies would have decreased net loss by approximately $1.0 million (December 31, 2018 - $2.0 million). A 10% weakening of the US dollar would have the opposite effect on net loss. The Company has a foreign currency exchange risk management program (note 14(a)) in order to manage foreign currency risk on its Brazilian Real expenditures. | | (iii) Commodity price risk | | Gold prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the political and economic conditions of major gold producing countries. The profitability of the Company is directly related to the market price of gold. A decline in the market price for this precious metal could negatively impact the Company’s future operations. The Company has not hedged any of its gold sales. | | 27. Fair value measurements | | --- | | 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 establishes three levels in which to classify the inputs of valuation techniques used to measure fair values. Level 1 - quoted market 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 - inputs are unobservable (supported by little or no market activity) such as non-corroborative indicative prices for a particular instrument provided by a third party. | | As at December 31, 2019, marketable securities and traded warrants are measured at fair value using Level 1 inputs and non-traded warrants and Collars are measured at fair value using Level 2 inputs. The fair value of the long-term receivables, Convertible Notes, Debenture, Revolving Credit Facility, and Standby Loan, for disclosure purposes, are determined using Level 2 inputs. The carrying values of cash and cash equivalents, accounts receivable, reclamation bond, and accounts payable and accrued liabilities approximate fair value due to their short terms to maturity. The fair value of marketable securities is measured based on the quoted market price of the related common shares at each reporting date, and changes in fair value are recognized in net income (loss). The fair value of the traded warrants is measured based on the quoted market price of the warrants at each reporting date. The fair value of the non-traded warrants is determined using an option pricing formula (note 14(b)). The fair value of Collars is measured based on forward foreign exchange rates. The fair value of the long-term receivables, Convertible Notes, Debenture, Revolving Credit Facility, and Standby Loan for disclosure purposes is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. There were no transfers between fair value levels during the year. |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 27. | Fair value measurements (continued) | | --- | --- | | The following table provides the fair value of each classification of financial instrument as at December 31: | | | | | | | --- | --- | --- | --- | --- | --- | | | | | 2019 | | 2018 | | | Loans and receivables: | | | | | | | Cash and cash equivalents | $ | 67,716 | $ | 60,822 | | | Restricted cash | | 15,285 | | 15,596 | | | Receivable from Serabi | | 12,033 | | 10,909 | | | Long term receivables | | 11,986 | | 7,629 | | | Reclamation bonds and other receivables | | 577 | | 767 | | | Financial assets at FVTPL: | | | | | | | Marketable securities | | 988 | | 1,782 | | | Collars | | 1,640 | | - | | | Total financial assets | $ | 110,225 | $ | 97,505 | | | Financial liabilities at FVTPL: | | | | | | | Traded warrants | $ | 26,056 | $ | 9,730 | | | Non-traded warrants | | 30,090 | | 9,131 | | | Other: | | | | | | | Accounts payable and accrued liabilities | | 67,047 | | 55,460 | | | Convertible Notes | | 137,995 | | - | | | Revolving Credit Facility | | 120,225 | | 84,844 | | | Debenture | | 10,061 | | 17,746 | | | Sprott Facility | | - | | 18,452 | | | Aurizona Credit Facility | | - | | 67,627 | | | Standby Loan | | 13,252 | | 12,000 | | | Production-linked liability | | - | | 5,024 | | | Other liabilities | | 1,795 | | 1,706 | | | Total financial liabilities | $ | 406,521 | $ | 281,720 | | 28. Commitments and contingencies | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | At December 31, 2019, the Company had the following contractual obligations outstanding: | | | | | | | | | | | | | | | | | | | | Total | | Within 1 year | | 1-2 years | | 2-3 years | | 3-4 years | | 4-5 years | | Thereafter | | | Loans and borrowings and accrued interest | $ | 331,720 | $ | 77,462 | $ | 53,364 | $ | 52,280 | $ | 6,983 | $ | 141,631 | $ | - | | | Accounts payable and accrued liabilities | | 67,047 | | 67,047 | | - | | - | | - | | - | | - | | | Reclamation obligations^(1)^ | | 38,116 | | 459 | | 3,642 | | 4,547 | | 3,204 | | 3,717 | | 22,547 | | | Purchase commitments | | 27,638 | | 25,008 | | 1,541 | | 969 | | 112 | | 7 | | 1 | | | Lease commitments | | 1,068 | | 365 | | 204 | | 210 | | 216 | | 73 | | - | | | Total | $ | 465,589 | $ | 170,341 | $ | 58,751 | $ | 58,006 | $ | 10,515 | $ | 145,428 | $ | 22,548 | | (1) Amount represents undiscounted future cash flows. | | | | | | | | | | | | | | | | | Due to the nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events. While the outcomes of these matters are uncertain, based upon the information currently available, the Company does not believe that these matters in aggregate will have a material adverse effect on its consolidated financial statements. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in its consolidated financial statements in the period in which such changes occur. | | | | | | | | | | | | | | | |

| Notes to Consolidated Financial Statements<br><br>\(Tables expressed in thousands of United States dollars, except share and per share amounts\)<br><br>For the years ended December 31, 2019 and 2018 |

| --- | | 28. Commitments and contingencies (CONTINUED) | | --- | | The Company is a defendant in various lawsuits and legal actions, including for alleged fines, taxes and labour related 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 the claim. To the extent management believes it is probable that a cash outflow will be incurred to settle the claim, a provision for the estimated settlement amount is recorded. At December 31, 2019, the Company recorded a legal provision for these items totaling $4.0 million (December 31, 2018 - $2.9 million) which is included in other long-term liabilities. The Company is contesting federal income and municipal VAT assessments in Brazil. Brazilian courts often require a taxpayer to post cash or a guarantee for the disputed amount before hearing a case. It can take up to five years to complete an appeals process and receive a final verdict. At December 31, 2019, the Company has recorded restricted cash of $13.9 million (December 31, 2018 - $7.5 million) in relation to insurance bonds for tax assessments in the appeals process. The Company may in the future have to post security, by way of cash, insurance bonds or equipment pledges, with respect to certain federal income and municipal tax assessments being contested, the amounts and timing of which are uncertain. The Company and its advisor believe that the federal income and municipal tax assessments which are under appeal are wholly without merit and no provision has been recorded with respect to these matters. In certain jurisdictions where the Company operates, entities that are exporters are permitted to maintain offshore bank accounts and are required to register all transactions resulting in deposits into and payments out of those accounts. The Company has identified that in certain instances it has not registered all transaction prior to 2017. The Company has been advised by its tax and foreign trade legal advisors that material fines are imposable under statute that could result from non-compliance with a five-year statute of limitations. If the Company is unable to resolve all these matters favorably, there may be an adverse impact on the Company’s financial performance, cash flows and results of operations. |

EXHIBIT 99.2

Management’s Discussionand Analysis

For the three months and yearended December 31, 2019

(Expressed in United States Dollars, unless otherwise stated)

| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | 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”) (TSX: EQX, NYSE American: EQX) should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2019 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.edgar.gov. This MD&A is prepared by management and approved by the Board of Directors as of February 28, 2020. This discussion covers the three months (“Q4 2019” or the “Quarter”) and the year ended December 31, 2019 and the subsequent period up to the date of issuance of the 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 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. All forward-looking statements are qualified by cautionary notes in this MD&A as well as risks and uncertainties discussed in the Company’s 2018 Annual Information Form dated August 9, 2019 and its Management Information Circular dated December 20, 2019 which are filed on SEDAR and EDGAR. Throughout this MD&A cash costs, cash costs per ounce sold, all-in sustaining costs (“AISC”), AISC per ounce sold, adjusted net income, adjusted EPS, adjusted EBITDA, and sustaining and non-sustaining capital expenditures are non-IFRS financial measures with no standard meaning under IFRS. Non-IFRS measures are further discussed in the section Non-IFRS Measures on page 21 of this MD&A. | | --- |

CONTENTS
Business Overview	3
2019 Highlights	3
Highlights for the Three Months Ended December 31, 2019	4
Recent 2020 Highlights	5
Operating and Financial Results for the Three Months and Year Ended December 31, 2019	5
2019 Guidance Comparison	6
2020 Outlook	6
Operations	7
Development Properties	10
Reserves & Resources	11
Health, Safety, Environment & Sustainability	11
Corporate	12
Recent Developments	14
Financial Results	15
Liquidity and Capital Resources	18
Outstanding Share Data	19
Commitments and Contingencies	19
Related Party Transactions	20
Non-IFRS Measures	21
Risks and Uncertainties	24
Accounting Matters	38
Cautionary Notes and Forward-looking Statements	44
Technical Information	45

| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

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Business Overview
Operations description
Equinox Gold is a growth-focused<br> mining company delivering on its strategy of becoming a multi-asset gold producer. The Company has quickly grown from a single-asset<br> developer to a multi-asset gold producer with two mines in production and a mine in construction. Equinox Gold’s principal<br> assets are the Mesquite Gold Mine in California, USA (“Mesquite”), the Aurizona Gold Mine in Maranhão, Brazil<br> (“Aurizona”) and the Castle Mountain Gold Mine in California, USA (“Castle Mountain”). Each asset is wholly<br> owned by the Company.<br><br> <br>Equinox Gold was formed with the<br> strategic vision of building a company that is responsibly and safely producing more than one million ounces of gold annually by<br> the end of 2023. To achieve its growth objectives, Equinox Gold intends to expand production from its current asset base through<br> exploration and development and look for opportunities to merge with or acquire other companies, producing mines and/or development<br> projects that fit the Company’s portfolio and strategy.<br><br> <br>Equinox Gold expects to accelerate<br> its vision of becoming a million-ounce gold producer by completing an at-market merger with Leagold Mining Corporation (“Leagold”).<br> The merger and concurrent $670 million financing were announced on December 16, 2019, were approved by the shareholders of both<br> companies on January 28, 2020 and are expected to close the second week of March 2020, subject to various approvals. When complete,<br> the combined company will have six producing mines, two development projects and two expansion projects and will be fully funded<br> to achieve its development objectives, creating one of the world’s top gold producers operating entirely in the Americas.<br> The Company will continue to be opportunistic with respect to future growth and will also look at opportunities to streamline and<br> enhance the combined portfolio of assets. The pending merger is discussed in the Recent Developments section of this MD&A.<br><br> <br>Equinox Gold’s common shares<br> trade under the symbol “EQX” on both the Toronto Stock Exchange (“TSX”) in Canada and the NYSE American<br> Stock Exchange (“NYSE-A”) in the United States. The Company has warrants that trade on the TSX under the symbol “EQX.WT”<br> and on the OTC Markets in the United States under the symbol “EQXWF”. The traded warrants have a C$3.00 exercise price<br> and expire on October 6, 2021. Each warrant exercises into 0.10 shares of Solaris Resources Inc. and 0.20 shares of Equinox<br> Gold, requiring five warrants to be exercised to receive one full share of Equinox Gold.
2019 Highlights
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Operational and financial highlights
• Completed<br> Aurizona construction with no lost-time injuries (1.8 million work hours total in 2018 and 2019)<br><br> <br>• Completed<br> 3.3 million work hours in 2019 with two lost-time injuries across all of the Company’s sites<br><br> <br>• Achieved<br> production guidance with total production of 201,018 ounces (“oz”) of gold at mine all-in sustaining costs (“AISC”)<br> of $931 per oz sold^(1)^,<br> which beat the AISC guidance range of $940 to $990 per oz<br><br> <br>- Aurizona<br>achieved commercial production on July 1, 2019, producing 75,282 oz of gold at AISC of $928/oz<br><br> <br>- Mesquite<br> produced 125,736 oz of gold at AISC of $933/oz<br><br> <br>• Sold<br> 196,803 oz of gold, generating revenue of $281.7 million<br><br> <br>• Mine<br> cash costs of $809/oz^(1)^<br><br> <br>• Earnings<br> from mine operations of $83.9 million<br><br> <br>• Cash<br> flow from operations of $59.7 million<br><br> <br>• Adjusted<br> EBITDA of $98.2 million^(1,2)^

^1^Cash cost per oz sold, AISC per oz sold, adjusted EBITDA, adjusted net income, and adjusted EPS are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.

^2^Primary adjustments were $38.2 million loss on change in fair value of warrants, $14.1 million loss on early settlement of debt and $5.0 million non-cash share-based compensation expense.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | • Adjusted net income of $38.3 million^(1,2)^ • Adjusted earnings per share (“EPS”), basic and diluted, of $0.34 and $0.29, respectively^(1,2)^ • Net loss of $20.3 million or $0.16 per share, which includes non-cash losses related to: - Change in fair value of derivative liability of $38.2 million for warrants with a Canadian dollar exercise price; and - Early debt settlement of $14.1 million after refinancing project debt with revolving credit facility • Cash and cash equivalents (unrestricted) of $67.7 million at year end | | --- | | Corporate highlights | | --- | | • Completed strategic $130 million investment by Mubadala Investment Company (“Mubadala”) • Arranged $130 million corporate revolving credit facility and repaid Sprott facilities • Commenced trading on the NYSE-A and the TSX under symbol “EQX” - Completed a 5:1 share consolidation to achieve the NYSE-A listing • Graduated from the TSX Venture Exchange to the Toronto Stock Exchange • Announced at-market merger with Leagold to create a premier Americas gold producer - Arranged refinancing package of $670 million to close concurrently with the merger | | Development highlights | | • Commenced Castle Mountain Phase 1 construction • Initiated Castle Mountain Phase 2 feasibility study • Drilled 6,735 metres on the Tatajuba target at Aurizona with a resource update targeted for H1 2020 • Advanced Aurizona underground studies with a preliminary economic assessment targeted for mid 2020 • Drilled 48,045 metres on mineralized waste material at Mesquite and stacked 13.1 million tonnes of economic mineralized material | | Highlights for the Three Months Ended December 31, 2019 | | --- | | Operational and financial highlights | | • Produced 80,176 oz of gold, with 40,321 oz from Mesquite and 39,855 oz from Aurizona • Sold 80,330 oz of gold, generating revenue of $119.0 million • Mine cash costs of $759 per oz sold^(1)^ and AISC of $848 per oz sold^(1)^ • Earnings from mine operations of $38.5 million • Adjusted EBITDA of $47.9 million^(1,3)^ • Adjusted net income of $20.9 million^(1,3)^ • Adjusted EPS, basic and diluted, of $0.18 and $0.15, respectively^(1,3)^ - Net loss of $8.5 million and $0.08 per share, which includes non-cash loss related to change in fair value of derivative liability of $26.8 million for warrants with a Canadian dollar exercise price |

^1^Cash cost per oz sold, AISC per oz sold, adjusted EBITDA, adjusted net income, and adjusted EPS are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes.

^2^Primary adjustments were $38.2 million loss on change in fair value of warrants, $14.1 million loss on early settlement of debt and $5.0 million non-cash share-based compensation expense.

^3^Primary adjustments were $26.8 million loss on change in fair value of warrants and $2.0 million non-cash share-based compensation expense.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Recent 2020 Highlights | | --- | | • Merger with Leagold expected to close in the second week of March 2020 - Received shareholder approval for the merger on January 28, 2020 - Received Mexican Comisión Federal de Competencia Económica clearance decision on February 28, 2020 - Received conditional approval from the TSX and NYSE-A • Castle Mountain construction approximately 50% complete and on schedule for Q3 2020 first gold pour - Process pond and event pond excavation complete - Leach pad earthworks complete - Leach pad double liner system 35% complete - Concrete works 65% complete - Structural steel erection underway in CIC plant, 25% complete - Equipment manufacturing in progress and on schedule | | Operating and Financial Results for the Three Months and Year Ended December 31, 2019 | | | | | | | --- | --- | --- | --- | --- | --- | | | | Three months ended | | Year ended | | | Operating data | Unit | December 31, 2019 | December 31, 2018 | December 31, 2019 | December 31, 2018 | | Gold produced | oz | 80,176 | 25,601 | 194,941 | 25,601 | | Gold produced pre-commercial operation | oz | - | - | 6,076 | - | | Gold sold | oz | 80,330 | 24,384 | 196,803 | 24,384 | | Realized gold price | $/oz | 1,482 | 1,237 | 1,431 | 1,237 | | Mine AISC per oz^(1,2)^ | $/oz | 848 | 886 | 931 | 886 | | Financial data | | | | | | | Revenue | M$ | 119.0 | 30.2 | 281.7 | 30.2 | | Earnings from mine operations | M$ | 38.5 | 6.9 | 83.9 | 6.9 | | Net loss from continuing operations | M$ | (8.5) | (25.9) | (20.3) | (39.4) | | Adjusted EBITDA^(2)^ | M$ | 47.9 | 0.9 | 98.2 | (11.8) | | Adjusted net income (loss)^(2)^ | M$ | 20.9 | (4.2) | 38.3 | (20.0) | | Balance sheet and cash flow data | | | | | | | Cash (unrestricted) | M$ | 67.7 | 60.8 | 67.7 | 60.8 | | Operating cash flow | M$ | 38.9 | 1.5 | 59.7 | (23.0) | | (1) Consolidated mine AISC per oz sold excludes corporate general and administration expenses (2) Cash cost per oz sold, AISC per oz sold, adjusted EBITDA and adjusted net income are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes. | | | | | |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | 2019 Guidance Comparison | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | The Company achieved its 2019 production guidance of 200,000 to 235,000 oz of gold and beat its AISC per oz sold guidance of 940 to 990 per oz sold as outlined below: | | | | | | | | | | | 2019 Actuals | | | | | | | | | Production (oz) | AISC ( per oz) | | | | | | Mesquite | | 125,736 | 933 | | | | | | Aurizona(1) | | 75,282 | 928 | | | | | | Total | | 201,018 | 931 | | | | | | (1) Aurizona production for the twelve months ended December 31, 2019 includes 6,076 oz poured during construction and commissioning, prior to the July 1, 2019 start of commercial production. | | | | | | | | | The Company’s capital expenditures were less than 2019 guidance, as outlined below: | | | | | | | | | Sustaining Capital Expenditures | | | | | | | | | amounts in millions | | | | | | Actual | | | Mesquite | | | | | | 7.1 | | | Aurizona | | | | | | 13.7 | | | Total | | | | | | 20.8 | | | Non-sustaining Capital Expenditures | | | | | | | | | | Actual | | | | | Guidance | | | amounts in millions | Reserve expansion^(1)^ | | | Construction^(2)^ | | Reserve expansion | | | Mesquite | 8.7 | | | - | | 8.0 | | | Aurizona | 1.0 | | | 46.1 | | 2.0 | | | Castle Mountain | - | | | 21.0 | | - | | | Total | 9.7 | | | 67.1 | | 10.0 | | | (1) Reserve expansion at Aurizona relates to exploration drilling at near-mine targets outside of the existing reserve boundary. Amounts are expensed on the consolidated statement of loss in the period. (2) Aurizona costs do not include 11.3 million in recoverable tax credits recognized as a reduction to construction expenditures that are expected to be realized as cash savings over the next two years. | | | | | | | | | 2020 Outlook | | | | | | | | | On January 28, 2020, Equinox Gold and Leagold securityholders voted 99.9% and 99.7% in favour, respectively, of the previously announced at-market merger. The merger and concurrent financing are expected to close in the second week of March 2020. The combined entity will continue as Equinox Gold. The pending merger is discussed in the Recent Developments section (p. 12) of this MD&A. The merger will significantly expand Equinox Gold’s asset portfolio. At completion, Equinox Gold will have six operating mines: Los Filos in Mexico, Mesquite in California, and Aurizona, Fazenda, RDM and Pilar in Brazil. The merger will also enhance Equinox Gold’s growth profile, with two development projects: Castle Mountain Phase 1 in California and the Los Filos expansion in Mexico, and two growth projects: Castle Mountain Phase 2 and Santa Luz in Brazil. In addition, Equinox Gold intends to undertake exploration programs across the combined operations and is finalizing a preliminary economic assessment for the potential to develop an underground mine at Aurizona. Equinox Gold will provide 2020 production, cost and capital expenditure guidance after completion of the merger. | | | | | | | |

All values are in US Dollars.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Operations | | --- | | Mesquite Gold Mine, California, USA | | Equinox Gold acquired Mesquite on October 30, 2018. 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. The mine has a long history of successful operations and a strong environmental record. Mesquite has produced more than four million ounces of gold since it commenced operations in 1985 with average annual gold production of approximately 130,000 oz over the last 10 years. | | Operating and financial results for the three months and year ended December 31, 2019 | | | | | | | --- | --- | --- | --- | --- | --- | | | | Three months ended | | | Year ended | | Operating data | Unit | December 31, 2019 | September 30, 2019 | December 31, 2018 | December 31, 2019^(1)^ | | Ore mined and placed on leach pad | Kt | 5,547 | 6,925 | 3,880 | 25,221 | | Waste mined | Kt | 8,403 | 7,708 | 3,372 | 32,925 | | Open pit strip ratio | w:o | 1.52 | 1.11 | 0.87 | 1.31 | | Average gold grade stacked to leach pad | g/t | 0.31 | 0.29 | 0.35 | 0.32 | | Gold produced | oz | 40,321 | 32,177 | 25,601 | 125,736 | | Gold sold | oz | 41,316 | 31,313 | 24,384 | 126,724 | | Financial data | | | | | | | Revenue | M$ | 61.2 | 46.2 | 30.2 | 178.2 | | Operating expenses | M$ | 34.8 | 25.7 | 19.0 | 108.6 | | Sustaining capital^(2)^ | M$ | 0.8 | 0.5 | 2.0 | 7.1 | | Unit analysis | | | | | | | Realized gold price per ounce sold | $/oz | 1,481 | 1,475 | 1,237 | 1,406 | | Cash cost per ounce sold^(2)^ | $/oz | 841 | 819 | 780 | 857 | | AISC per ounce sold^(2)^ | $/oz | 881 | 855 | 886 | 933 | | (1) Comparative figures for the year ended December 31, 2018 are the same as the three months ended December 31, 2018 as Mesquite was acquired on October 30, 2018. As such, comparative figures are not presented. (2) Cash cost per oz sold, AISC per oz sold, and sustaining capital are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes. | | | | | | | Q4 and 2019 Analysis | | --- | | Production | | Production increased during each quarter of 2019, largely due to more oxidized material stacked to the leach pads than planned, sourced partly from mineralized low-grade historical dumps and leach pads on the property, as well as increased solution flow to the leach pads. With total 2019 production of 125,736 oz gold, the Company achieved the lower end of Mesquite production guidance, which was forecast at 125,000 to 145,000 oz of gold. AISC per oz of gold sold was $933, compared to guidance of $930 to $980 per oz sold. AISC per oz sold improved quarter-on-quarter as a result of optimization activities and an updated mine plan based on new drilling and engineering data. During 2019 the Company amended its Mesquite operating permit to allow the Company to stack 37 million tons of ore annually on the leach pads (an increase from 25 million tons). The Company has applied to increase its total material mined (waste plus ore) limit from 65 million tons to 75 million tons annually. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Exploration and development | | --- | | During the Quarter, the Company spent $2.0 million in non-sustaining capital, focused primarily on drilling historical low-grade dumps and leach pads to identify economic-grade material. During the Quarter, the Company spent $0.8 million in sustaining capital on miscellaneous site projects. During 2019, the Company spent $8.7 million in non-sustaining capital and $7.1 million in sustaining capital. Activities at Mesquite during 2019 focused on: • Executing on opportunities to increase production and reduce costs • Completing infill and mine life extension drill programs, including targets in and peripheral to existing open pits • Advancing permitting to explore and drill new near-mine concessions • Installing additional infrastructure to allow better access to current water allocation to increase process flows During 2019 the Company completed 48,045 metres of drilling on historical low-grade dumps and leach pads and stacked 13.1 million tonnes of economic-grade material identified through these drill programs, resulting in 78,000 additional recovered oz. Incorporating this mineralized material into the Mesquite mine plan contributed to the reduction in AISC, since the material did not require blasting, had a very low strip ratio and was located close to the leach pads resulting in short haul times. The material was also mostly oxidized ore, which has a shorter leach cycle and higher recoveries than non-oxidized ore. A total of 21,115 metres of drilling was completed during 2019 on targets in and peripheral to the pits. The Company is preparing applications to drill new near-mine concessions with the objective of extending the mine life. | | Outlook | | Guidance | | The Company will provide 2020 production and cost guidance after completion of the merger. | | Aurizona Gold Mine, Maranhão, Brazil | | --- | | Aurizona is an open-pit gold mine located in northeastern Brazil that achieved commercial production as of July 1, 2019. Accordingly, Q3 2019 was Equinox Gold’s first full quarter of production from Aurizona. The reserve model for Aurizona outlines a 6.5-year mine life with average annual production of approximately 130,000 oz of gold. The Company believes the mine life can be extended with exploration success along strike from existing reserves and is also reviewing the potential for mine life extension by developing an underground mine. | | Operating and financial results for the three months and year ended December 31, 2019 (continued) | | | | | | | --- | --- | --- | --- | --- | --- | | | | Three months ended | | | Year ended | | Operating data | Unit | | December 31, 2019 | September 30, 2019 | December 31, 2019 | | Ore mined | Kt | | 1,271 | 574 | 1,845 | | Waste mined | Kt | | 7,239 | 4,843 | 12,082 | | Open pit strip ratio | w:o | | 5.69 | 8.44 | 6.55 | | Tonnes milled | Kt | | 800 | 771 | 1,571 | | Average gold grade milled | g/t | | 1.62 | 1.30 | 1.46 | | Recovery | % | | 90.1 | 91.3 | 91.0 | | Gold produced | oz | | 39,855 | 29,350 | 69,206 | | Gold produced pre-commercial operation | oz | | - | - | 6,076 | | Gold sold^(1)^ | oz | | 39,014 | 31,066 | 70,080 |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Operating and financial results for the three months and year ended December 31, 2019 (continued) | | | | | | --- | --- | --- | --- | --- | | | | | | Year ended | | Financial data | Unit | December 31, 2019 | September 30, 2019 | December 31, 2019 | | Revenue | M | 57.8 | 45.7 | 103.5 | | Operating expenses | M | 26.2 | 24.4 | 50.6 | | Sustaining capital^(2)^ | M | 5.2 | 8.5 | 13.7 | | Unit analysis | | | | | | Realized gold price per ounce sold | /oz | 1,482 | 1,471 | 1,477 | | Cash cost per ounce sold^(2)^ | /oz | 672 | 785 | 722 | | AISC per ounce sold^(2)^ | /oz | 814 | 1,070 | 928 | | (1) Includes 1,883 oz gold that was produced prior to July 1, 2019. (2) Cash cost per oz sold, AISC per oz sold, and sustaining capital are non-IFRS measures. See Non-IFRS Measures and Cautionary Notes. | | | | |

All values are in US Dollars.

Q4 and 2019 Analysis
Production
The Company completed construction<br> and commissioning of Aurizona during Q2 2019 and declared commercial production effective July 1, 2019.<br><br> <br>Production increased in Q4 2019<br> as the Company processed higher-grade feed sourced from the Piaba Main pit, compared to third quarter production feed that was<br> sourced primarily from the lower-grade stockpile. With total 2019 production of 75,282 oz of gold (including 6,076 oz poured during<br> commissioning and ramp-up), the Company achieved the lower end of Aurizona production guidance, which was forecast at 75,000 to<br> 90,000 oz of gold (including pre-commercial production oz).<br><br> <br>AISC per oz of gold sold at Aurizona<br> was $928 per oz compared to its cost guidance of $950 to $1,025 per oz of gold sold. The lower AISC is a result of deferral of<br> planned stripping activities as well as favourable foreign exchange impacts due to depreciation of the Brazilian Real against the<br> US dollar.<br><br> <br>During the Quarter, activities<br> at Aurizona focused on the next tailings storage facility lift, drainage systems around the mine and stockpiling ore on the ROM<br> pad, all in preparation for the rainy season during the first half of 2020. The Company had stockpiled 662,600 tonnes of ore by<br> year-end 2019. The Company also opened the length of the mine floor of the Piaba Main pit, exposed ore in the upper Central portion<br> of the pit, which can be accessed during the rainy season, prepared the Piaba East pit to provide ore with short hauls to the ROM<br> pad, and increased the mining fleet of articulated trucks.<br><br> <br>During the Quarter, the Company<br> spent $5.2 million on sustaining capital primarily related to the tailings dam raise and an additional $5.8 million of non-sustaining<br> capital primarily related to expenses remaining from construction and commissioning. During 2019 the Company spent $13.7 million<br> on sustaining capital and $47.1 million on non-sustaining capital, of which $46.1 million was related to construction and commissioning.
Exploration and development
Following the achievement of commercial<br> production, the Company refocused its attention on mine life extension and commenced exploration at the high-priority Tatajuba<br> target, which represents a potential 4-km extension to the Piaba Trend. The Company drilled 6,735 metres at Tatajuba during 2019,<br> focused on a 600-metre long portion of Tatajuba where historical drilling identified significant gold mineralization characteristically<br> the same as the Piaba gold deposit that is currently being mined. A maiden resource for Tatajuba is targeted for H1 2020.<br><br> <br>During 2019, the Company also advanced<br> studies examining the potential to develop an underground mine at Aurizona, either as a sequential project or concurrently with<br> open-pit mining to increase production with higher-grade feed from underground resources. The Company expects to publish a preliminary<br> economic assessment of the underground potential in mid 2020.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Outlook | | --- | | Guidance | | The Company will provide 2020 production and cost guidance after completion of the merger. | | Development Properties | | --- | | Castle Mountain Gold Mine, California, USA | | Castle Mountain is a past-producing open-pit heap leach gold mine located in San Bernardino County, California, approximately 200 miles north of Mesquite. Castle Mountain produced more than 1.3 million oz of gold from 1992 to 2004 when production ceased due to low gold prices. The key operating permits have been maintained in good standing since production ceased. The Company completed a prefeasibility study in July 2018 with the intention of restarting operations, contemplating a low-cost heap leach gold mine that will produce 2.8 million oz of gold over an initial 16-year mine life. The prefeasibility study outlines a two-phase development plan, with annual average gold production of 45,000 oz during Phase 1 and annual average gold production of 200,000 oz during Phase 2. | | Q4 and 2019 Analysis | | The Company initiated early works Phase 1 construction activities at Castle Mountain during Q3 2019 and on October 30, 2019, Equinox Gold’s Board of Directors approved full-scale Phase 1 construction for Castle Mountain, with a budget of $58 million that includes a 12% contingency and is fully funded. Phase 1 will consist of a ROM heap leach operation processing primarily 12,700 t/d of stockpiled ore from previous operations. Loaded carbon from Castle Mountain will be trucked to Mesquite and processed in the Mesquite carbon stripping and refining plant, resulting in increased operating efficiencies for both mines. The Company received a number of permits during 2019 including a revised Conditional Use Permit approving modifications to the mine and reclamation plan, the Authority to Construct air emissions permit from the local air district, and a Streambed Alteration Agreement from the California Department of Fish and Wildlife, among other minor/non-discretionary permits, all of which are required for operations. Construction activities during Q4 2019 included site earthworks for the leach pad and plant area, including pond excavations, haul road construction, and mobilization of the general contractor for the plant construction. Approximately $39 million of the total budgeted spend had been committed at December 31, 2019, of which approximately $21 million was incurred on Phase 1 construction to the end of 2019. The Phase 2 detailed feasibility study is underway and is estimated to increase production to 200,000 oz per year and throughput to 41,000 t/d of ore, of which 2,340 t/d of higher-grade ore will be processed through a mill and carbon-in-leach circuit with the remainder going to the heap leach. While Phase 2 is expected to operate within the existing mine boundary, the changes to previously analyzed impacts, such as increased land disturbance within the approved mine boundary and increased water use, will require amendments to the Mine and Reclamation Plan (Plan of Operation) for the Project. | | Outlook | | At the date of this MD&A, Castle Mountain construction is approximately 50% complete and on schedule for Q3 2020 first gold pour. Process pond and event pond excavation and leach pad earthworks are complete. Installation of the heap leach pad double liner system is 35% complete. Concrete works is 65% complete and structural steel erection of the CIC plant is 25% complete. Equipment manufacturing is in progress and on schedule. Construction activities for the remainder of Q1 2020 will focus on leach pad liner installation, plant concrete and steel erection, piping and electrical installation, and haul road construction. Construction progress is updated regularly in a photo gallery on Equinox Gold’s website at www.equinoxgold.com. First gold pour is targeted for Q3 2020. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Reserves & Resources | | --- | | The Company will provide an updated reserve and resource estimate in mid 2020. | | Health, Safety, Environment & Sustainability | | Health & Safety | | Equinox Gold achieved excellent safety results during 2019, working more than 3.3 million hours with two lost-time injuries. Mesquite achieved a milestone in November 2019 of more than three years with no lost-time injuries. Equinox Gold’s Lost-time Injury Frequency Rate for full-year 2019 is 0.12 per 200,000 hours worked. The Company’s Total Recordable Injury Frequency Rate, which is a measure of all injuries that require the attention of medically trained personnel, is 0.54 for full-year 2019. The Company formulated a set of comprehensive Health & Safety Standards during Q4 2019. These standards are intended to capture best practices and to ensure a unified approach to managing site Health & Safety by implementing common practices across all sites. | | Environment | | During 2019, Equinox Gold formed an Independent Tailings Review Board (“ITRB”). The ITRB is composed of independent technical experts with the mandate to further review the design, construction and management practices for the Company’s tailings storage facilities, and to provide advice and recommendations to the site team and the Company’s senior management team. As at December 31, 2019, the Company had only one tailings storage facility, located at Aurizona. Equinox Gold is committed to implementing best practices at its sites. As part of this commitment, during 2019 Equinox Gold became a signatory to the International Cyanide Management Code, which commits the Company to applying leading practices in the transport and use of cyanide at all of its sites. Mesquite has been certified under the Code since 2011. There were four externally reportable environmental incidents (incidents that trigger reporting to external agencies) at the Company’s sites during full-year 2019. During Q4 2019, a small spill of anti-freeze occurred at Mesquite and there were two incidents of process water leaving the leach pad containment area. The water incidents occurred during intense rain events and have led to a review of and improvements to water containment at the heap leach pad. In all cases the solution was contained on site and there was no impact on waterways or wildlife. Contaminated soils were excavated and placed in bins for off-site decontamination and disposal, and the incidents were reported to the relevant authorities. | | Sustainability | | Further to its commitment to provide long-lasting sustainable benefits to local communities, during Q4 2019 the Company hired 35 young apprentices from local communities to work at Aurizona, developing valuable skills that can be used for employment at Aurizona or other mines. In addition, the Company assisted with the construction of a new school in the Aurizona village. | | ESG Reporting | | Equinox Gold intends to publish its first ESG (Environment, Social, Governance) report in 2020, summarizing the Company’s ESG performance during 2019, its targets for 2020 and its sustainability commitments. The objective is to generate a report that is aligned with ESG frameworks and addresses the reporting needs of the Company’s investors and other stakeholders. The Company has been collating data from the sites throughout 2019 and also reached out to existing investors, requesting feedback on the issues that are most important to the Company’s investors and their clients. The Company looks forward to publishing its first ESG report and providing a new disclosure platform that will facilitate a deeper level of engagement and discussion with the Company’s stakeholders. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Corporate | | --- | | Merger with Leagold | | On December 16, 2019, the Company announced that it had entered into a definitive agreement to combine in an at-market merger with Leagold. The Board of Directors of both companies unanimously approved the transaction and recommended that shareholders vote in favour of the transaction. Security holders of both companies approved the transaction at their respective special meetings on January 28, 2020. Additional detail is provided in Recent Developments in this MD&A. | | Share consolidation and stock exchange listings | | On August 20, 2019, the Company completed a consolidation of its common shares at a ratio of five pre-consolidation common shares for one post-consolidation common share (the “Consolidation”). The Consolidation reduced the number of Equinox Gold’s outstanding common shares to approximately 113.3 million common shares. As a result of the Consolidation, shares issuable pursuant to the Company’s outstanding options, warrants, restricted share units and other convertible securities were proportionally adjusted on the same basis, with no change to the expiry dates. Equinox Gold completed the Consolidation in order to obtain a dual listing on a U.S. stock exchange. Equinox Gold’s common shares commenced trading on the NYSE-A at market open on September 16, 2019 under ticker symbol “EQX”. Equinox Gold’s warrants were not listed on the NYSE-A and continue to trade on the OTC Markets under symbol “EQXWF”. Following the Consolidation, each of the tradeable warrants is now exercisable into 0.20 shares of Equinox Gold and 0.10 shares of Solaris Resources Inc. The expiry date is unchanged at October 6, 2021. Equinox Gold graduated to the TSX and its common shares and warrants commenced trading on the TSX at market open on November 25, 2019, with the same ticker symbols of “EQX” and “EQX.WT”, respectively. | | Mubadala investment | | On April 11, 2019, Equinox Gold announced that it had completed the issuance of $130 million of convertible notes (the “Notes”) to Mubadala, as previously announced on February 25, 2019. The Notes have a 5-year term, bear interest at a fixed rate of 5% per year and are convertible at the holder’s option into common shares of the Company at a fixed US$ conversion price of $5.25 per share. The Company paid $2.0 million in transaction fees to Mubadala on issuance of the Notes. Of the total gross proceeds of $130 million, $120 million was immediately available at closing and used to repay in full the $20 million Mesquite acquisition facility and the $85 million Aurizona construction facility provided by Sprott Private Resource Lending (Collector), L.P., including accrued interest, to terminate the related Aurizona production-linked payment obligation of $20 per oz on 300,000 oz, and for certain other transaction fees and expenses. Remaining proceeds from the Notes were restricted until the submission for registration of certain security documents, the completion of certain additional post-closing documentation and the satisfaction of customary conditions. These conditions were completed during Q2 2019 and the remaining $10 million was released to Equinox Gold on June 24, 2019. Equinox Gold and Mubadala also entered into an agreement providing Mubadala, among certain other rights, standard non-dilution rights and the right to name a nominee for election to the Company’s board of directors. Tim Breen is the Mubadala nominee on Equinox Gold’s board of directors. Pacific Road Resources Funds (“Pacific Road”) exercised its pre-existing non-dilution right pursuant to an investment agreement dated May 7, 2015, and on May 7, 2019 was issued approximately $9.7 million in convertible notes on the same terms as the Notes. | | Revolving credit facilities | | On April 11, 2019, the Company converted its $100 million Mesquite acquisition facility into a senior secured $130 million corporate revolving credit facility (the “Revolving Credit Facility”) with its existing syndicate of lenders led by the Bank of Nova Scotia. The Revolving Credit Facility matures on October 30, 2022, at which date it must be repaid in full, and incurs interest at an annual rate of LIBOR plus 2.5% to 4%, subject to certain leverage ratios. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Under the terms of the Revolving Credit Facility, $100 million was immediately available and outstanding at closing. In late June 2019, the Company achieved the conditions required for the release of the additional $30 million available under the Revolving Credit Facility. $9.7 million remained undrawn at December 31, 2019. The Mubadala investment and Revolving Credit Facility simplified the Company’s balance sheet, reduced interest costs, deferred principal payments and increased capital available to the Company. | | --- | | Short-term loan | | | | | --- | --- | --- | --- | | On April 11, 2019, the Company entered into a one-year, unsecured 20 million revolving credit facility with the Company’s Chairman, Ross Beaty, which is a related party transaction, to provide short-term financing for general corporate and working capital purposes. The facility bears interest of 8% per annum, payable monthly, and matures on April 12, 2020. Equinox Gold repaid the facility in full on September 27, 2019. | | | | | Sandstorm debenture | | | | | On June 28, 2019, pursuant to the terms of a secured convertible debenture in favour of Sandstorm Gold, the Company settled a payment of 9.0 million in principal and 1.5 million in accrued interest by issuing 2,227,835 common shares of the Company to Sandstorm Gold at a price of C6.15 per share. | | | | | Foreign currency contracts | | | | | Certain of the Company’s expenditures at its Brazilian operation are denominated in the Brazilian Réal (“BRL”). During Q3 2019, the Company initiated a foreign currency risk management program to reduce its exposure to fluctuations in the value of the BRL relative to the US dollar. As at December 31, 2019, the Company had in place offsetting :BRL put and call options (the “Collars”) with the following notional amounts, weighted average rates and maturity dates: | | | | | Dates | USD notional amount (in millions US$) | Call options’ weighted average USD:BRL rates | Put options’ weighted average USD:BRL rates | | January 1 - December 31, 2020 | 84.2 | 4.03 | 4.39 | | January 1, 2021 - April 30, 2021 | 19.1 | 4.07 | 4.51 | | Total | 103.3 | 4.03 | 4.41 | | The Collars have not been designated as hedges and are recorded at fair value at the end of each reporting period with changes in fair value recognized in foreign exchange gains and losses within other income (expense). The Company entered into these contracts at no premium and therefore incurred no investment costs at inception. For the three and twelve months ended December 31, 2019, the Company recorded a realized loss of 1.2 million on Collars settled in the period and an unrealized gain of 1.6 million on Collars outstanding at period end. | | | | | Elk Gold sale | | | | | On May 22, 2019, the Company announced the sale of its non-core Elk Gold project in British Columbia, Canada to Bayshore Minerals Incorporated (“Bayshore”) for total consideration of C10 million, with C1 million received in cash on closing of the sale and C9 million in a first-ranking secured promissory note payable in annual installments of C3 million commencing two years from closing. The total amount due under the promissory note may be adjusted such that if Bayshore pays an additional C7 million within two years from closing, that will represent full and final payment; or if Bayshore pays an additional C8.5 million within three years from closing, that will represent full and final payment. Sale of the Elk Gold project was completed by way of a purchase by Bayshore of the shares of Equinox Gold’s wholly-owned subsidiary, Gold Mountain Mining Corporation. | | | |

All values are in US Dollars.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Share-based compensation | | --- | | On May 9, 2019, the Company announced that pursuant to its stock option plan and restricted share unit (“RSU”) plan, it had granted stock options exercisable into 29,090 common shares in the Company and RSUs exercisable into 16,000 shares in the Company to two new directors. The stock options are exercisable at C$5.40 per share with a 5-year term, with 50% vesting one year after the date of grant and 50% vesting after two years. The RSUs vest 50% one year after the date of grant with the remainder vesting after two years. | | Investment in Solaris Resources | | Previously, the results of Solaris Resources Inc. (“Solaris”) were consolidated with the results of Equinox Gold. During the three months ended June 30, 2019, the Company determined that Solaris was no longer a controlled subsidiary since the Company’s ownership interest was reduced to 32% as a result of external financings completed and Solaris was self-sustaining for an extended period with no capital injections made by Equinox Gold. Accordingly, with effect from June 30, 2019, the Company no longer consolidates Solaris and the Company recorded a $2.3 million gain on deconsolidation of Solaris. The Company’s 32% interest retained in Solaris was recognized at fair value. Subsequently, this investment is accounted for using the equity method. | | Recent Developments | | Merger with Leagold | | On January 28, 2020, Equinox Gold and Leagold securityholders voted 99.9% and 99.7%, respectively, in favour of the previously announced merger. Upon closing, Leagold shareholders will receive 0.331 of an Equinox Gold share for each Leagold share held and Leagold shares will be de-listed from the TSX (ticker “LMC”) and the OTC Markets (ticker “LMCNF”). The combined entity will continue as Equinox Gold. The Supreme Court of British Columbia issued its final order approving the arrangement with Leagold on January 30, 2020, the Mexican Comisión Federal de Competencia Económica (“COFECE”) issued its clearance decision on February 28, 2020, and the Company has received conditional approval from the TSX and NYSE-A stock exchanges. Assuming all other customary terms and conditions related to the transaction are met, the transaction and concurrent financing are expected to close in the second week of March 2020. | | Concurrent Financing | | Concurrent with closing of the merger, Equinox Gold will complete a $670 million financing comprising a $40 million at-market equity investment, a $130 million subordinated convertible debenture issued to Mubadala, a $400 million senior corporate revolving credit facility and a $100 million senior term loan. Ross Beaty will subscribe for up to $40 million in a private placement of Equinox Gold common shares at a price of C$8.15 per common share, which was the TSX closing price of Equinox Gold shares the day before announcement of the merger, to maintain an approximate 9% stake in the Company. Mubadala will subscribe for $130 million in a new subordinated 5-year convertible debenture bearing interest at 4.75% and convertible into Equinox Gold common shares at a fixed US$ price of $7.80 per share, for an approximate 25% premium over Equinox Gold’s C$8.15 share price the day before announcement of the merger. To refinance existing debt and credit facilities of both Equinox Gold and Leagold, a syndicate of banks led by The Bank of Nova Scotia, Société Générale, Bank of Montreal, and ING Capital LLC provided underwritten commitments for a 4-year senior revolving credit facility of $400 million and a 5-year senior amortizing term loan of $100 million. Close of financing is subject to customary conditions precedent. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Financial Results | | --- | | Selected financial results for the three months and year ended December 31, 2019 and 2018 | | Selected consolidated financial results for the three months and year ended December 31, 2019 and 2018 are summarized below. | | $ amounts in millions, except per share amounts | Three months ended December 31, | | | | Year ended December 31, | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2019 | | 2018^(1)^ | | 2019 | | 2018^(1)^ | | | Revenue^(1)^ | $ | 119.0 | $ | 30.2 | $ | 281.7 | $ | 30.2 | | Operating expenses^(1)^ | | (61.0) | | (19.0) | | (159.2) | | (19.0) | | Depreciation and depletion^(1)^ | | (19.4) | | (4.2) | | (38.6) | | (4.2) | | Earnings from mine operations^(1)^ | | 38.5 | | 6.9 | | 83.9 | | 6.9 | | Exploration | | (1.7) | | (3.9) | | (8.8) | | (12.2) | | General and administration | | (9.9) | | (6.7) | | (20.0) | | (16.5) | | Asset impairment | | - | | (13.3) | | - | | (13.3) | | Income (loss) from operations | | 26.9 | | (16.9) | | 55.1 | | (35.0) | | Other income (expense) | | (32.6) | | (8.3) | | (68.3) | | (2.0) | | Net loss before taxes | | (5.7) | | (25.2) | | (13.2) | | (37.1) | | Tax expense | | (2.8) | | (0.6) | | (7.1) | | (2.3) | | Net loss from continuing operations | | (8.5) | | (25.9) | | (20.3) | | (39.4) | | Loss from discontinued operation | | - | | - | | - | | (27.5) | | Net loss and comprehensive loss | | (8.5) | | (25.9) | | (20.3) | | (66.9) | | Net loss per share from continuing operations attributable to Equinox Gold shareholders, basic and diluted | $ | (0.08) | $ | (0.25) | $ | (0.16) | $ | (0.44) | | (1) Mesquite was acquired on October 30, 2018 and Aurizona commenced commercial production on July 1, 2019, hence prior period figures are not comparable. | | | | | | | | | | Earnings from mine operations | | --- | | Revenue for Q4 2019 was $119.0 million on sales of 41,316 oz of gold from Mesquite and 39,014 oz of gold from Aurizona compared to $91.9 million on sales of 31,313 oz of gold from Mesquite and 31,066 oz of gold from Aurizona in Q3 2019. Revenue for 2019 was $281.7 million compared to $30.2 million in 2018. The increase in revenue from prior year is due to Aurizona commencing commercial production in the second half of 2019 and a full year of operating results from Mesquite, which was acquired on October 30, 2018. Operating expenses increased in Q4 2019 to $61.0 million (Q3 2019 - $49.9 million) and depreciation and depletion increased in Q4 2019 to $19.4 million (Q3 2019 - $11.2 million). The increase from Q3 2019 is due to increased gold production at both Mesquite and Aurizona. | | Exploration | | Exploration in Q4 2019 was $1.7 million (Q4 2018 - $3.9 million) and for the year ended December 31, 2019 was $8.8 million (2018 - $12.2 million). The decrease in exploration expense is due to Castle Mountain Phase 1 construction beginning in October 2019. The decrease from prior year is also partly due to deconsolidation of Solaris effective June 30, 2019. This is partially offset by $1.0 million spent at Aurizona on exploration at the Tatajuba target. At Mesquite, 2019 exploration activities focused on reserve expansion and all associated costs were capitalized in the period. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | General and administration | | --- | | General and administration expenditures in Q4 2019 were $9.9 million (Q4 2018 - $6.7 million) and for the year ended December 31, 2019 were $20.0 million (2018 - $16.5 million). The increase in general and administration is largely due to an increased number of employees at the corporate office as the Company has grown from a single asset developer to a multi-asset producer. General and administration includes non-cash amortization of share-based compensation of $2.0 million and $5.0 million for Q4 2019 and the year ended December 31, 2019, respectively (Q4 2018 - $2.1 million; year ended December 31, 2018 - $5.6 million). During Q4 2019, the Company incurred $1.3 million in respect of the Leagold merger which is included in professional fees within general and administration. | | Other income (expense) | | Other income (expense) is comprised of finance (including interest) expense, finance income and other income (expense). Finance expense in Q4 2019 was $5.1 million (Q4 2018 - $3.8 million) and for the year ended December 31, 2019 was $17.5 million (2018 - $6.7 million). The increase from prior year periods is due to cessation of interest capitalization on construction-related debt as Aurizona is now in production and due to higher debt balances through 2019 compared to 2018. Finance income in Q4 2019 was $0.6 million (Q4 2018 - $1.5 million) and for the year ended December 31, 2019 was $2.0 million (2018 - $4.4 million). The decrease is due to less accretion of non-current receivables and interest income on cash deposits. Other expense for Q4 2019 was $28.1 million (Q4 2018 - $6.0 million) and for the year ended December 31, 2019 was $52.7 million (2018 - other income of $0.2 million). Other expense for the three months and year ended December 31, 2019 is largely driven by losses on the change in fair value of warrants of $26.8 million and $38.2 million, respectively, which result from the Company’s share price increasing significantly. The Company’s non-traded share purchase warrants are considered derivatives for accounting purposes as they are to be settled in Canadian dollars, which differs from the Company’s US dollar functional currency. Accordingly, the Company’s share purchase warrants are recorded at fair value with changes in fair value recognized through profit or loss. Other expense in 2019 was also impacted by a $14.1 million loss on early settlement of the Sprott Facility, Aurizona Construction Facility and related production-payment liability. | | Selected annual information | | --- | | amounts in millions, except per share amounts | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | 2018 | | 2017 | | | | Revenue(1) | 281.7 | $ | 30.2 | | $ | - | | Net loss from continuing operations attributable to Equinox Gold shareholders(1) | (18.4) | | (38.7) | | | (12.9) | | Net loss per share from continuing operations attributable to Equinox Gold shareholders | (0.16) | | (0.44) | | | (0.41) | | Net loss attributable to Equinox Gold shareholders | (18.4) | | (65.5) | | | (17.3) | | Net loss per share attributable to Equinox Gold shareholders(1) | (0.16) | | (0.71) | | | (0.55) | | Total assets | 839.4 | | 741.9 | | | 486.3 | | Total long-term liabilities | 304.4 | | 222.4 | | | 90.1 | | (1) Balances reflect results from operations at Mesquite from the acquisition date of October 30, 2018 and at Aurizona from the commencement of commercial production of July 1, 2019 | | | | | | |

All values are in US Dollars.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Selected quarterly information | | --- | | The following tables set out selected unaudited consolidated quarterly results for the last eight quarters through December 31, 2019: | | amounts in millions, except per share amounts | | September 30, 2019 | | June 30, 2019^(1)^ | | March 31, 2019^(1)^ | | | --- | --- | --- | --- | --- | --- | --- | --- | | Revenue(2) | 119.0 | $ | 91.9 | $ | 35.4 | $ | 35.4 | | Operating costs(2) | (61.0) | | (49.9) | | (24.0) | | (24.1) | | Depreciation and depletion(2) | (19.4) | | (11.2) | | (3.8) | | (4.2) | | Earnings from mine operations(2) | 38.5 | | 30.8 | | 7.6 | | 7.1 | | Exploration | (1.7) | | (0.9) | | (3.2) | | (2.9) | | General and administration | (9.9) | | (3.3) | | (3.7) | | (3.1) | | Income from operations | 26.9 | | 26.5 | | 0.7 | | 1.0 | | Other income (expense) | (32.6) | | (14.9) | | (13.5) | | (7.3) | | Net income (loss) before taxes | (5.7) | | 11.6 | | (12.7) | | (6.3) | | Tax recovery (expense) | (2.8) | | (3.5) | | 1.2 | | (2.0) | | Net income (loss) and comprehensive income (loss) | (8.5) | | 8.1 | | (11.5) | | (8.3) | | Net income (loss) per share attributable to Equinox Gold shareholders, basic and diluted | (0.08) | $ | 0.07 | $ | (0.09) | $ | (0.07) | | amounts in millions, except per share amounts | | September 30, 2018 | | June 30, 2018 | | March 31, 2018 | | | Revenue(2) | 30.2 | $ | - | $ | - | $ | - | | Operating costs(2) | (19.0) | | - | | - | | - | | Depreciation and depletion(2) | (4.2) | | - | | - | | - | | Earnings from mine operations(2) | 6.9 | | - | | - | | - | | Exploration expenses | (3.9) | | (2.6) | | (2.7) | | (3.0) | | General and administration | (6.7) | | (3.0) | | (3.3) | | (3.4) | | Asset impairment | (13.3) | | - | | - | | - | | Loss from operations | (17.0) | | (5.6) | | (6.0) | | (6.4) | | Other income (expense) | (8.3) | | (2.2) | | 5.7 | | 2.7 | | Loss before taxes | (25.3) | | (7.8) | | (0.3) | | (3.7) | | Tax expense | (0.6) | | (0.3) | | (1.4) | | - | | Net loss from continuing operations | (25.9) | | (8.1) | | (1.7) | | (3.7) | | Loss from discontinued operation(3) | - | | (0.9) | | (25.8) | | (0.7) | | Net loss and comprehensive loss | (25.9) | | (9.0) | | (27.5) | | (4.4) | | Net loss per share from continuing operations attributable to Equinox Gold shareholders, basic and diluted | (0.25) | $ | (0.09) | $ | (0.02) | $ | (0.05) | | (1) Restated to reflect changes to Mesquite purchase price allocation. Net loss for the three months ended December 31, 2018, March 31, 2019 and June 30, 2019 increased by 15.8 million, 2.5 million and 0.9 million, respectively, from previously reported figures. (2) Mesquite was acquired on October 30, 2018 and Aurizona commenced commercial production on July 1, 2019, hence there are no prior period comparatives for certain balances. (3) Results from Koricancha have been re-presented in prior periods as a discontinued operation as it was disposed of during August 2018. | | | | | | | |

All values are in US Dollars.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Liquidity and Capital Resources | | --- | | Working capital | | At December 31, 2019, Equinox Gold had $68.7 million (December 31, 2018 - $62.6 million) in unrestricted cash and marketable securities. The Company had working capital of $16.7 million at December 31, 2019, compared to $17.4 million at December 31, 2018. The decrease in working capital from December 31, 2018 was due to an increase in trade payables as a result of Castle Mountain construction. As at December 31, 2019, current accounts receivable and deposits were $31.8 million (December 31, 2018 - $21.4 million) comprised of $11.7 million (December 31, 2018 - $4.9 million) of value-added taxes receivable from the Brazilian government; $12.0 million (December 31, 2018 - $10.9 million) receivable from Serabi Gold plc representing the final instalment due from the sale of Anfield’s Coringa project; $2.7 million (December 31, 2018 - $1.7 million) receivable from Inca One from the sale of Koricancha; and $5.4 million (December 31, 2018 - $3.7 million) in miscellaneous receivables, advances and prepaid expenses. Current inventory at December 31, 2019 totalled $46.3 million, up from $42.9 million at December 31, 2018. The increase in inventories was mainly due to commercial production at Aurizona beginning July 1, 2019. Current liabilities at December 31, 2019 were $131.9 million (December 31, 2018 - $110.2 million). Included in current liabilities were accounts payable and accrued liabilities at December 31, 2019 of $67.2 million (December 31, 2018 - $55.1 million). The increase from December 31, 2018 was due to increased capital related accruals at Castle Mountain as a result of Phase 1 construction and at Aurizona relating to the tailings dam raise. Also included in current liabilities at December 31, 2019 was the current portion of the Company’s debt facilities totalling $61.6 million (December 31, 2018 - $54.7 million). During 2019, the Company restructured its debt facilities to defer a significant portion of its principal repayments. At December 31, 2019, the current portion of loans and borrowings includes a $40 million amortization payment on the Revolving Credit Facility due on December 31, 2020. At December 31, 2019, the Company had unrestricted cash and cash equivalents of $67.7 million (December 31, 2018 - $60.8 million), working capital of $16.7 million (December 31, 2018 - $17.4 million) and $29.7 million in undrawn loan facilities. The Company believes cash flows from operations are sufficient to achieve the Company’s current business objectives for the next 12 months. The Company has a history of operating losses and has limited history of revenue from operations. The Company’s ability to continue as a going concern in the longer term is dependent on successful execution of its business plan and ultimately generating net income and positive cash flow from mining operations. | | Cash flow | | Cash generated by operations increased in 2019 to $59.7 million (2018 - $23.0 million used in operations), due to a full year of Mesquite operations and the addition of Aurizona’s cash flows from two quarters of commercial operations. The Company generated $76.1 million in cash from operations prior to changes in non-cash working capital. This was offset by an increase in inventory as a result of increased ounces stacked to the Mesquite leach pad in 2019 and inventory at Aurizona. Cash used in investing activities in 2019 was $111.3 million (2018 - $240.7 million), which is primarily related to construction during the first half of the year at Aurizona and at Castle Mountain during Q4 2019. Cash used in investing activities in the prior year includes $144.3 million spent on the acquisition of Mesquite. During 2019, the Company paid to New Gold $12.5 million in a working capital adjustment due under the purchase agreement. Cash provided by financing activities for 2019 was $57.0 million (2018 - $268.3 million). During Q1 2019, the Company made a final draw of $10 million from the Aurizona Construction Facility. In Q2 2019, the Sprott Facility, Aurizona Construction Facility and related production-linked payment obligation were repaid in full for $116.9 million using a draw from the Company’s revolving credit facility. This was offset by $139.7 million proceeds received from the issuance of convertible notes and $20.0 million received from a short-term loan with the Company’s Chairman. During Q3 2019, the Company made a draw of $20 million from the Revolving Credit Facility and used the proceeds to repay the short-term loan. |

| 18 |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Share capital transactions | | | --- | --- | | The Company issued shares in conjunction with the following transactions during 2019: | | | | # Shares | | Balance December 31, 2018 | 110,425,401 | | Issued to settle debenture | 2,227,835 | | Issued on exercise of warrants, stock options and vested RSUs | 799,127 | | Balance December 31, 2019 | 113,452,363 | | Outstanding Share Data | | --- | | As at the date of this MD&A, the Company has 114,822,476 shares issued and outstanding, 2,363,240 shares issuable under stock options, 23,253,543 shares issuable under share purchase warrants and 1,847,315 shares issuable under restricted share units. The fully diluted outstanding share count is 143,339,044. | | Commitments and Contingencies | | --- | | At December 31, 2019, the Company had the following contractual obligations outstanding: | | amounts in millions | Total | | Within 1 year | | 1-2 years | | 2-3 years | | 3-4 years | | 4-5 years | Thereafter | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Loans, borrowings and interest | 331.7 | $ | 77.4 | $ | 53.4 | $ | 52.3 | $ | 7.0 | $ | 141.6 | $ | - | | Accounts payable and accrued liabilities | 67.0 | | 67.0 | | - | | - | | - | | - | | - | | Reclamation payments(1) | 38.0 | | 0.5 | | 3.6 | | 4.5 | | 3.2 | | 3.7 | | 22.5 | | Purchase commitments | 27.6 | | 25.0 | | 1.5 | | 1.0 | | 0.1 | | - | | - | | Lease payments | 1.1 | | 0.4 | | 0.2 | | 0.2 | | 0.2 | | 0.1 | | | | Total | 465.4 | $ | 170.3 | $ | 58.7 | $ | 58.0 | $ | 10.5 | $ | 145.4 | $ | 22.5 | | (1) Amount represents undiscounted future cash flows. | | | | | | | | | | | | | | | Due to the nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. While the outcomes of these matters are uncertain, based upon the information currently available, the Company does not believe that these matters in aggregate will have a material adverse effect on its consolidated financial statements. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in its consolidated financial statements in the period in which such changes occur. The Company is a defendant in various lawsuits and legal actions, including for alleged fines, taxes and labour related 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 the claim. To the extent management believes it is probable that a cash outflow will be incurred to settle the claim, a provision for the estimated settlement amount is recorded. At December 31, 2019, the Company recorded a legal provision for these items totaling 4.0 million (December 31, 2018 - 2.9 million) which is included in other long-term liabilities. The Company is contesting federal income and municipal value-added tax assessments in Brazil. Brazilian courts often require a taxpayer to post cash or a guarantee for the disputed amount before hearing a case. It can take up to five years to complete an appeals process and receive a final verdict. At December 31, 2019, the Company has recorded restricted cash of 13.9 million (December 31, 2018 - 7.5 million) in relation to insurance bonds for tax assessments in the appeals process. The Company may in the future have to post security, by way of cash, insurance bonds or equipment pledges, with respect to certain federal income and municipal tax assessments being contested, the amounts and timing of which are uncertain. The Company and its advisors believe that the federal income and municipal tax assessments which are under appeal are wholly without merit and no provision has been recorded with respect to these matters. | | | | | | | | | | | | | |

All values are in US Dollars.

| 19 |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | In certain jurisdictions where the Company operates, entities that are exporters are permitted to maintain offshore bank accounts and are required to register all transactions resulting in deposits into and payments out of those accounts. The Company has identified that in certain instances it has not registered all transactions prior to 2017. The Company has been advised by its tax and foreign trade legal advisors that material fines are imposable under statute that could result from non-compliance with a five-year statute of limitations. If the Company is unable to resolve all these matters favorably, there may be a material adverse impact on the Company’s financial performance, cash flows and results of operations. | | --- | | Related Party Transactions | | | | | --- | --- | --- | --- | | The key management of the Company comprises 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, 2019 and 2018 are as follows: | | | | | | 2019 | | 2018 | | Salaries, directors’ fees and other short-term benefits | 2.8 | $ | 2.7 | | Share-based payments | 1.9 | | 2.1 | | Total key management personnel compensation | 4.7 | $ | 4.8 | | Ross Beaty is a related party of the Company. On April 11, 2019, the Company entered into a one-year, unsecured 20 million revolving credit facility with Mr. Beaty. On September 27, 2019, the Company repaid in full the principal and accrued interest outstanding under the loan. At December 31, 2019, the Company has a balance owing to Mr. Beaty of 13.2 million, including accrued interest of 1.2 million related to the Company’s Standby Loan which was entered into in 2018 (together, the “Beaty Loans”). | | | |

All values are in US Dollars.

| 20 |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Non-IFRS Measures | | | | | | | --- | --- | --- | --- | --- | --- | | This MD&A refers to cash costs, cash costs per ounce sold, all-in sustaining costs (“AISC”), AISC per ounce sold, adjusted EBITDA and sustaining and non-sustaining capital expenditures that are measures with no standardized meaning under International Financial Reporting Standards (“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. | | | | | | | Adjusted EBITDA | | | | | | | 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 in the value of warrants, foreign exchange gains and losses, and share-based compensation. 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 Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use adjusted EBITDA to evaluate the Company’s performance and ability to generate cash flows and service debt. | | | | | | | The following table provides the calculation of adjusted EBITDA, as adjusted and calculated by the Company for the three months ended December 31, 2019, September 30, 2019, and December 31, 2018, and the year ended December 31, 2019. | | | | | | | ’s in millions | Three months ended | | | | Year ended | | | December 31, 2019 | September 30, 2019 | December 31, 2018 | | December 31, 2019 | | Net income (loss) before tax | (5.7) | 11.6 | (26.9) | $ | (13.2) | | Add: Depreciation and depletion | 19.7 | 11.3 | 4.2 | | 39.1 | | Finance costs | 5.1 | 5.3 | 3.8 | | 17.5 | | Non-cash share-based compensation | 2.0 | 0.9 | 2.1 | | 5.0 | | Non-cash change in fair value of warrants | 26.8 | 7.4 | 0.2 | | 38.2 | | Change in unrealized foreign exchange (gains) losses | (1.7) | 1.7 | 1.9 | | (1.3) | | Other expenses (income)(1) | 2.3 | 0.1 | 17.1 | | 14.8 | | Deduct: Finance income | (0.6) | (0.1) | (1.5) | | (1.9) | | Adjusted EBITDA | 47.9 | 38.2 | 0.9 | $ | 98.2 | | (1) For the year ended December 31, 2019, other expenses primarily relates to 14.1 million loss on settlement of debt. For the three months ended December 31, 2018, other expenses includes a 13.3 million impairment loss. | | | | | | | Adjusted net income | | | | | | | Adjusted net income and adjusted net income per share are used by management and investors to measure the underlying operating performance of the Company. Adjusted net earnings 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 gains and losses, share-based compensation. 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 umber of shares outstanding on a basic and diluted basis as determined by IFRS. | | | | | |

All values are in US Dollars.

| 21 |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | The following table provides the calculation of adjusted net earnings and adjusted net earnings per share, as adjusted and calculated by the Company for the three months ended December 31, 2019, September 30, 2019, and December 31, 2018, and the year ended December 31, 2019. | | | | | | | --- | --- | --- | --- | --- | --- | | ’s in millions | Three months ended | | | | Year ended | | | December 31, 2019 | September 30, 2019 | December 31, 2018 | | December 31, 2019 | | Basic weighted average shares outstanding | 113,420,056 | 113,288,119 | 103,581,802 | | 112,001,484 | | Diluted weighted average shares outstanding | 141,965,548 | 115,146,248 | 103,581,802 | | 133,687,303 | | Net income (loss) attributable to Equinox Gold shareholders | (8.5) | 8.1 | (25.5) | $ | (18.4) | | Add: Non-cash share based compensation | 2.0 | 0.9 | 2.1 | | 5.0 | | Non-cash change in fair value of warrants | 26.8 | 7.4 | 0.2 | | 38.2 | | Change in unrealized foreign exchange (gains) losses | (1.7) | 1.7 | 1.9 | | (1.3) | | Other expenses (income)(1) | 2.3 | 0.1 | 17.1 | | 14.8 | | Adjusted net income (loss) attributable to Equinox Gold shareholders | 20.9 | 18.2 | (4.2) | $ | 38.3 | | Per share - basic (/share) | 0.18 | 0.16 | (0.04) | $ | 0.34 | | Per share - diluted (/share) | 0.15 | 0.16 | (0.04) | $ | 0.29 | | (1) For the year ended December 31, 2019, other expenses primarily relates to 14.1 million loss on settlement of debt. For the three months ended December 31, 2018, other expenses includes 13.3 million impairment loss. | | | | | | | Cash costs per ounce 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 cast 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, but are exclusive of amortization, reclamation, capital and exploration costs and net of by-product sales and then divided by ounces sold to arrive at cash costs per ounce. The measure is not necessarily indicative of cash flow from operations under IFRS or operating costs presented under IFRS. | | | | | | | AISC per ounce sold | | | | | | | The Company is reporting AISC per oz of gold sold. The methodology for calculating AISC was developed internally and is calculated below, and readers should be aware that this measure does not have a standardized meaning. 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. | | | | | |

All values are in US Dollars.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Cash cost and mine AISC reconciliation | | | | | | --- | --- | --- | --- | --- | | 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 oz and per oz figures | Three months ended | | | Year ended | | | December 31, 2019 | September 30, 2019 | December 31, 2018 | December 31, 2019 | | Operating expenses | 61.0 | 50.0 | 19.0 | 159.2 | | Gold oz sold | 80,330 | 62,379 | 24,384 | 196,803 | | Cash costs per gold oz sold | 759 | 802 | 780 | 809 | | Operating expenses | 61.0 | 50.0 | 19.0 | 159.2 | | Add: Sustaining capital expenditures | 6.0 | 9.0 | 2.0 | 20.8 | | Reclamation expenses | 1.0 | 0.8 | 0.6 | 2.8 | | Sustaining exploration | 0.2 | 0.2 | - | 0.4 | | Total mine AISC | 68.2 | 60.0 | 21.6 | 183.2 | | AISC per gold oz sold | 848 | 962 | 886 | 931 | | Sustaining and non-sustaining capital reconciliation | | | | | | The following table provides a reconciliation of sustaining and non-sustaining capital to the most directly comparable IFRS measure on an aggregate basis. | | | | | | | Three months ended | | | Year ended | | ’s in millions | December 31, 2019 | September 30, 2019 | December 31, 2018 | December 31, 2019 | | Capital additions on mineral properties, plant and equipment(1) | 28.3 | 7.5 | 125.8 | 90.0 | | Add: Adjustment for value-added taxes on construction additions(2) | - | 11.3 | - | 11.3 | | Less: Non-sustaining capital expenditures(3) | (20.3) | (8.1) | (123.8) | (71.8) | | Non-sustaining exploration - capitalized | (2.0) | (1.7) | - | (8.7) | | Sustaining capital expenditures | 6.0 | 9.0 | 2.0 | 20.8 | | (1) Per note 10 of the consolidated financial statements. (2) Capital additions are net of value added tax credits related to Aurizona construction. (3) For the three months ended December 31, 2019 and September 30, 2019, non-sustaining capital expenditures includes Castle Mountain construction expenditures and Corporate capital expenditures. For the three months ended December 31, 2018, non-sustaining capital expenditures includes Aurizona construction expenditures. | | | | |

All values are in US Dollars.

| 23 |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Risks and Uncertainties | | --- | | Financial instrument risk exposure | | The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management process. | | (i) 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 and arises principally from the Company’s financial assets. The Company is primarily exposed to credit risk on its cash and cash equivalents, accounts receivable and deposits and reclamation bonds. Exposure to credit risk related to financial institutions and cash deposits is limited through maintaining cash and equivalents and short-term investments with high-credit quality financial institutions and instruments. Credit risk with respect to receivables from the sale of non-core assets is mitigated by security held in the event of default. The carrying value of these financial assets totaling $104.6 million represents the maximum exposure to credit risk. | | (ii) 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 ensures that there is sufficient capital in order to meet short term business requirements after taking into account the Company’s holdings of cash and cash equivalents. | | (iii) Market risk | | Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: commodity price risk; interest rate risk and currency risk. Financial instruments affected by market risk include cash and cash equivalents, accounts receivable, marketable securities, reclamation deposits, accounts payable and accrued liabilities, debt and derivatives. | | Interest rate risk | | The Company’s interest rate risk arises primarily from the interest received on cash and short-term deposits and interest paid on floating rate borrowings. Deposits are invested on a short-term basis to enable adequate liquidity for payment of operational and capital expenditures. The Company does not believe that it is exposed to material interest rate risk on its cash and short-term deposits. The Company is exposed to interest rate risk due to the floating rate interest on its Revolving Credit Facility. A 10% change in interest rates at the reporting date would have a $0.2 million impact on net loss in the year. | | Foreign currency risk | | The Company’s functional currency is the US dollar. The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency, primarily the Brazilian Real and Canadian Dollar. |

| 24 |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Financial assets and liabilities denominated in currencies other than the US dollar are as follows: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | December 31, 2018 | | | | | | Financial assets | | Financial liabilities | | Financial assets | | Financial liabilities | | | 28.7 | $ | 29.0 | $ | 19.8 | $ | 21.0 | | | 18.7 | | 6.9 | | 26.3 | | 3.0 | | | 47.4 | $ | 35.9 | $ | 46.1 | $ | 24.0 | | Of the financial assets listed above, 12.9 million (December 31, 2018 - 19.8 million) represent cash and cash equivalents held in Brazilian reals and 7.8 million (December 31, 2018 - 25.8 million) represent cash and cash equivalents held in Canadian dollars. Minimal cash is held in other currencies. At December 31, 2019, with other variables unchanged, a 10% strengthening of the US dollar against the above currencies would have decreased net loss by approximately 1.0 million (December 31, 2018 - 2.0 million). A 10% weakening of the US dollar would have the opposite effect on net loss. The Company has hedged a portion of its Brazil reals expenditures through its foreign currency exchange risk management program. | | | | | | | | | Commodity price risk | | | | | | | | | Gold prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the political and economic conditions of major gold producing countries. The profitability of the Company is directly related to the market price of gold. A decline in the market prices for this precious metal could negatively impact the Company’s future operations. The Company has not hedged any of its gold sales. | | | | | | | | | Other risk factors | | | | | | | | | Equinox Gold’s business activities are subject to significant risks including, but not limited to, those described in previous disclosure documents. Any of these risks could have a material adverse effect on Equinox Gold, its business and prospects, and could cause actual events to differ materially from those described in forward-looking statements relating to Equinox Gold. These risks are in addition to those discussed in technical reports and other documents filed by Equinox Gold from time to time on SEDAR and on EDGAR. In addition, other risks and uncertainties not presently known by management of Equinox Gold or that management currently believes are immaterial could affect Equinox Gold, its business and prospects. | | | | | | | | | Commodity price risk | | | | | | | | | The price of Equinox Gold’s shares, financial results and exploration, and development and mining activities in the future may be materially adversely affected by declines in the price of gold. Gold prices fluctuate widely and are affected by numerous factors beyond Equinox Gold’s control, such as the sale or purchase of metals by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar, Canadian dollar, Brazilian Real and foreign currencies, global and regional supply and demand, and the political and economic conditions of major metals-producing and metals-consuming countries throughout the world. 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. | | | | | | | | | Production and cost estimates | | | | | | | | | Equinox Gold prepares estimates of operating costs and/or capital costs for each operation and project. Equinox Gold’s actual costs may vary from estimates. Equinox Gold’s actual costs are dependent on a number of factors, including: | | | | | | | |

All values are in US Dollars.

• the<br>exchange rate between the United States dollar and the Canadian dollar and Brazilian Reals;

| 25 |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | • smelting and refining charges; • royalties; • the price of gold and by-product metals; • the timing and cost, which can be considerable, of construction and maintenance activities at the processing facilities; • the availability and costs of skilled labour and specialized equipment; • the availability and cost of appropriate processing and refining arrangements; • potential increases in operating costs due to changes in the cost of fuel, power, materials and other inputs used in mining operations; and • production levels. Forecasts of future production 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 being achieved. Equinox Gold’s ability to achieve and maintain full production rates is subject to a number of 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. | | --- | | Operational risks | | Equinox Gold’s principal operation is the mining 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 such hazards, which could have a material adverse effect on the business, production, operations and financial condition and liquidity of Equinox Gold. Such risks include, without limitation, 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, flooding, actual ore mined varying from estimates of grade or tonnage, metallurgical or other characteristics, 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 conditions. As a result of potentially heavy rainfall, pit access and the ability to mine ore may be lower in the first half of the year and the cost of mining may also be higher. In addition, a prolonged dry season may result in drought conditions, which may also impact production due to a lack of water that is necessary 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, losses and possible legal liability. It is common in new processing operations to experience unexpected problems and delays during development and start-up. In addition, delays in the commencement of sustainable and profitable production often occur. 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 assure investors that such taxes will be recovered or that its activities will result in profitable processing operations. | | Construction risks | | Equinox Gold intends to complete Phase 1 construction at Castle Mountain in 2020. Construction of a project requires substantial expenditures and is prone to material cost overruns versus budget. The capital expenditures and time required to construct Castle Mountain or develop any new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to 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, weather conditions, ground conditions, availability of appropriate rock and other material required for construction, availability and performance of contractors and suppliers, delivery and installation of equipment, design changes, accuracy of estimates and availability of accommodations for the workforce. 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 startup of commercial production would increase capital costs and delay receiving revenues. Given the inherent risks and uncertainties associated with construction for Castle Mountain, there can be no assurance that the construction will continue in accordance with current expectations or at all, that construction costs will be consistent with the budget, that production will be achieved on schedule, or that the mine will operate as planned. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Foreign operations | | --- | | Equinox Gold conducts mining, development, exploration and other activities through subsidiaries in foreign countries, including the United States 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; • 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; and • increased public health concerns. | | 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. The occurrence of mining regime changes in both the developed and developing countries adds uncertainties that cannot be accurately predicted and any future material adverse changes in government policies or legislation in the jurisdictions in which the Company operates. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Any changes in government policy may result in changes to laws affecting ownership of assets, mining policies, monetary policies, taxation, royalty rates, rates of exchange, 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 applied in a manner which could have an adverse effect on Equinox Gold’s financial position. Amendments to current laws, regulations and permits governing operating, development and exploration activities, or more stringent or different implementation, could have a material adverse impact on Equinox Gold’s financial position, 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 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. Equinox Gold is currently appealing federal and municipal value-added tax assessments in Brazil, as discussed elsewhere in these Risk Factors. 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. | | --- | | Uncertainty of Mineral Reserve and Mineral Resource estimates | | The figures for 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 particular accounting period. In addition, there can be no assurance that metals 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 subsequent to the date of any estimate may require revision of such estimate. Any material reductions in estimates of Mineral Reserves and Mineral Resources, or of Equinox Gold’s ability to extract these Mineral Reserves, could have a material adverse effect on Equinox Gold’s results of operations and financial condition. 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. A significant amount of exploration work must be completed in order to determine whether an Inferred Mineral Resource may be upgraded to a higher category. | | 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 any operations, development or exploration on any of its properties Equinox Gold must receive numerous permits. 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 government 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 Aurizona, Mesquite and Castle Mountain mines require permits from various governmental authorities in Brazil and the United States, respectively. There can be no assurance that all future permits that Equinox Gold requires for its operations at Aurizona, Mesquite or Castle Mountain 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. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Debt and liquidity risk | | --- | | Equinox Gold must generate sufficient internal cash flows and/or be able to utilize available financing sources to finance its growth and sustain capital requirements. If Equinox Gold does not realize satisfactory prices for the gold from its gold mining operations, it could be required to raise significant additional capital through the capital markets and/or incur significant borrowings to meet its capital requirements. These financing requirements will result in dilution to existing Equinox Gold Shareholders and could adversely affect its ability to access the capital markets in the future to meet any external financing requirements Equinox Gold might have. If there are significant delays in when these projects are completed and are producing on a commercial and consistent scale, and/or their capital costs were to be significantly higher than estimated, these events could have a significant adverse effect on Equinox Gold’s results of operation, cash flow from operations and financial condition. Equinox Gold has limited operating cash flow. Although Equinox Gold has the Revolving Credit Facility, Beaty Loans and Notes (collectively, the “Equinox Gold Credit Facilities”), there is no guarantee that additional funding will be available for further development of its projects. Further activities may depend on Equinox Gold’s ability to obtain financing through equity or debt financing and failure to obtain this financing may result in delay or indefinite postponement of its activities. As of December 31, 2019, Equinox Gold had aggregate consolidated principal indebtedness in the amount of $284 million. Equinox Gold's ability to make scheduled payments on the Equinox Gold Credit Facilities and any other indebtedness will depend on its financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond its control. There is no guarantee 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 consent of lends or to execute intercreditor agreements or obtain required regulatory and exchange approvals. Equinox Gold is exposed to interest rate risk on variable rate debt. Liquidity risk is the risk that Equinox Gold will not be able to meet its financial obligations as they become due, including, among others, debt repayments, interest payments and contractual commitments. If Equinox Gold’s cash flows and capital resources are insufficient to fund its debt service obligations, Equinox Gold 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 Equinox Gold’s indebtedness, including indebtedness under the Equinox Gold Credit Facilities. Equinox Gold may not be able to effect 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. In addition, a breach of the covenants, including the financial covenants under the Equinox Gold Credit Facilities or Equinox Gold’s other debt instruments from time to time could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to impose default interest rates or accelerate the related debt, which may result in the acceleration of any other debt to which a cross acceleration or cross default provision applies. In the event a lender accelerates the repayment of Equinox Gold’s borrowings, Equinox Gold may not have sufficient assets to repay its indebtedness. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | The Equinox Gold Credit Facilities contain a number of covenants that impose significant operating and financial restrictions on Equinox Gold and may limit Equinox Gold’s ability to engage in acts that may be in its long term best interest. In particular, the Equinox Gold Credit Facilities restricts Equinox Gold’s ability to dispose of assets to make dividends or distributions and to incur additional indebtedness and grant security interests or encumbrances. As a result of these restrictions, Equinox Gold may be limited in how it conducts its business, may be unable to raise additional debt or equity financing, or may be unable to compete effectively or to take advantage of new business opportunities, each of which restrictions may affect Equinox Gold’s ability to grow in accordance with its strategy. Further, Equinox Gold’s maintenance of substantial levels of debt could adversely affect its financial condition and results of operations and could adversely affect its flexibility to take advantage of corporate opportunities. Substantial levels of indebtedness could have important consequences to Equinox Gold, including: • limiting Equinox Gold’s ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements, or requiring Equinox Gold to make nonstrategic divestitures; • requiring a substantial portion of Equinox Gold’s cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes; • increasing Equinox Gold’s vulnerability to general adverse economic and industry conditions; • exposing Equinox Gold to the risk of increased interest rates for any borrowings at variable rates of interest; • limiting Equinox Gold’s flexibility in planning for and reacting to changes in the industry in which it competes; • placing Equinox Gold at a disadvantage compared to other, less leveraged competitors; and • increasing Equinox Gold’s cost of borrowing. | | --- | | 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 which have not necessarily been related to their 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 equity issues. If Equinox Gold is unable to generate such revenues or obtain such additional financing, any investment in Equinox Gold may be materially diminished in value or lost. | | Access to water at Castle Mountain | | Historically the Castle Mountain operation successfully processed approximately 3.6 million tons of ore per year over a ten-year period with continued leaching for several years after mining ceased. Equinox Gold, through its wholly-owned subsidiary, maintains water rights including two producing wells at Castle Mountain. Historically, the mine had sufficient water for processing purposes and Equinox Gold has the water supply to commence Phase 1 production. However, additional sources of ground water will have to be located and permitted to expand throughput production as contemplated in Phase 2. If Equinox Gold is unable to source additional water supplies it could prevent or limit the ability to conduct exploration and development activities and ultimately expand production at Castle Mountain. | | Environmental risks, regulations and hazards |

All phases of Equinox Gold’s mining operations are subject to environmental regulation in the jurisdictions in which they operate. 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 mining operations. Environmental hazards may exist on the properties which are unknown at present which 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.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including 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 at Equinox Gold’s Aurizona 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 previous owners or operators of the properties. The extraction process for gold and metals can produce tailings, which are the slurry and sand-like materials which remain from the extraction process. Tailings are stored in engineered facilities which are designed, constructed, operated and closed in conformance with local requirements and best practices. Hazards such as equipment failure or failure of retaining dams around tailings disposal areas 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. The water collection, treatment and disposal operations at Equinox Gold’s mines are subject to substantial regulation and involve significant environmental risks. If collection or management systems fail, overflow or do not operate properly, untreated water or other contaminants could spill onto nearby properties or into nearby streams and rivers, causing damage to persons or property, injury to aquatic life and economic damages. Liabilities resulting from damage, regulatory orders or demands, or similar, could adversely and materially affect Equinox Gold’s business, results of operations and financial condition. 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. | | --- | | Information systems | | 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 engaged IT consultants to implement and test system controls and disaster recovery infrastructure for certain IT systems. As the threat landscape is ever-changing, Equinox Gold must make continuous mitigation efforts, including risk prioritized controls to protect against known and emerging threats, tools to provide automate monitoring and alerting and backup and recovery systems to restore systems and return to normal operations. | | Community action |

Communities and non-governmental organizations (“NGOs”) have become more vocal and active with respect to mining activities at or near their communities. Some communities and NGOs have taken actions that could have a material adverse effect on our operations, such as setting up road closures and commencing lawsuits. In certain circumstances, such actions might ultimately result in the cessation of mining activities and the revocation of permits and licenses. These actions relate not only to current activities but are often in respect of past activities by prior owners of mining properties.

Equinox Gold has initiated various programs to enhance our community engagement processes, drive world-leading environmental practices and reinforce our commitment to the safety and health of our employees and surrounding communities. However, there is no assurance that our efforts will be successful at mitigating all impacts of community actions to our operations, and we may suffer material negative consequences to our business.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Future 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 consent of lenders or to execute intercreditor agreements or obtain required regulatory and exchange approvals. Any material issues that Equinox Gold encounters in connection with an acquisition, business arrangement or transaction could have a material adverse effect on its business, results or operations and financial position. | | Limited operating history and uncertainty of future revenues | | Equinox Gold has a limited operating history and it is therefore difficult to evaluate Equinox Gold’s business and future prospects. The future success of Equinox Gold is dependent on Equinox Gold’s ability to implement its strategy. While the Equinox Gold leadership team is optimistic about the Company’s prospects, there is no certainty that anticipated outcomes and sustainable revenue streams will be achieved. Equinox Gold faces risks regarding its future growth and prospects will depend on its ability to manage growth and to continue to expand and improve operational, financial and management information and quality control systems on a timely basis, while at the same time maintaining effective cost controls. Any failure to expand and improve operational, financial and management information and quality control systems in line with Equinox Gold’s growth could have a material adverse effect on Equinox Gold’s business, financial condition and results of operations. | | Reclamation estimates, costs and obligations | | Equinox Gold’s operations are subject to reclamation plans that establish its obligations to reclaim properties after minerals have been mined from a site. 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. 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 in order to fund reclamation activities. Such increased costs may have a material adverse impact upon the financial condition and results of operations 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. | | Exchange rate fluctuations | | Equinox Gold reports its results in United States dollars, while many of Equinox Gold’s investments, costs and revenues may be denominated in other currencies. This may result in additions to Equinox Gold’s reported costs or reductions in Equinox Gold’s reported revenues. Fluctuations in exchange rates between currencies in which Equinox Gold invests, reports, or derives income may cause fluctuations in its financial results that are not necessarily related to Equinox Gold’s underlying operations. | | Infrastructure | | Mining, processing, development and exploration activities depend, to one degree or another, on 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 operations, financial condition and results of operations. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Properties located in remote areas | | --- | | Equinox Gold’s properties may be located in remote areas, some of which have severe climates, resulting in technical challenges for conducting both geological exploration and mining. Equinox Gold benefits from modern mining transportation skills and 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 a material adverse effect on Equinox Gold business and results of operations. The remote location of Equinox Gold’s operations may also result in increased costs and transportation difficulties. Aurizona is situated in a region where other mining activity is developing. Aurizona has access to existing roads and paved highways as well as local water and power supply; however, the existing road to the village of Aurizona may require relocation in the future to allow access to the western portion of the ore body, which will also require permitting and community support. 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. | | Internal controls over financial reporting | | Equinox Gold may fail to maintain the adequacy of its internal control over financial reporting as such standards are modified, supplemented or amended from time to time, and Equinox Gold may not be able to ensure that it can conclude on an ongoing basis that it has effective internal controls over financial reporting. Equinox Gold’s failure to satisfy the requirements of Canadian 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 of its Shares or market value of its other securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm Equinox Gold’s operating results or cause it to fail to meet its reporting obligations. Equinox Gold may fail to maintain the adequacy of its disclosure controls. Disclosure controls and procedures are designed to ensure that the information required to be disclosed by Equinox Gold in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to Equinox Gold’s management, as appropriate, to allow timely decisions regarding required disclosure. No evaluation can provide complete assurance that Equinox Gold’s financial and disclosure controls will detect or uncover all failures of persons within Equinox Gold to disclose material information otherwise required to be reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. The effectiveness of Equinox Gold’s controls and procedures could also be limited by simple errors or faulty judgments. | | 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; (iv) Equinox Gold’s insurance providers; and (v) 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. | | 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 ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations, decreased investor confidence and act as an impediment to Equinox Gold’s overall ability to advance its projects, thereby having a material adverse impact on financial performance, cash flows and growth prospects. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Equinox Gold may become subject to additional legal proceedings | | --- | | Equinox Gold is currently subject to litigation and claims in Brazil 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 a material 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 commercially viable property, such a loss could lower its future revenues, or cause Equinox Gold to cease operations if the property represents all or a significant portion of Equinox Gold’s mineral reserves. | | Defects in land title | | Title insurance is not available for Equinox Gold’s properties, and Equinox Gold’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 thing, 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. | | Management | | The success of Equinox Gold will be largely dependent on the performance of its Board of Directors and its senior management. The loss of the services of these persons would have a materially adverse effect on Equinox Gold’s business and prospects. There is no assurance Equinox Gold can maintain the services of its Board of Directors and management or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on Equinox Gold and its 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. If Equinox Gold is not successful in attracting and retaining qualified personnel, the efficiency of our operations could be impaired, which could have an adverse impact on Equinox Gold’s future cash flows, earnings, results of operations, and financial condition. | | 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. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | 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 out to replace and expand mineral reserves through 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 these 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 business for limited sources of capital could adversely impact our 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. | | Employee and labour relations | | Some of Equinox Gold’s employees and contractors are unionized. In particular, a union has been established at one of the Company’s operations. Although the Company has reached agreements and places significant emphasis on maintaining positive relationships with the union and employees, there is 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 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 a material adverse effect on the mining operations, results of operations and financial condition. | | Climate change | | Governments are moving to introduce climate change legislation and treaties at the international, national, state/province and local levels. Regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent. If the current regulatory trend continues, Equinox Gold expects that this will result in increased costs. In addition, physical risk of climate change may also have an adverse effect on Equinox Gold’s operations. These risks include: sea level rise, extreme weather events, and resource shortages due to delivery disruptions. Equinox Gold can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on its operations. | | Uninsurable risks | | Equinox Gold is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, mechanical failures, 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. Although Equinox Gold maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, any such insurance may not cover all the potential risks associated with its operations. Equinox Gold may also be unable to maintain insurance to cover these risks at economically feasible premiums or for other reasons. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to Equinox Gold or to other companies in the mining industry on acceptable terms. Equinox Gold might 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 a material adverse effect upon its cash flows, results of operations and financial condition. | | --- | | 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 our 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 follow upon obtaining satisfactory results. Few properties which 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. There is also no assurance that, even if commercial quantities of ore are discovered, any of Equinox Gold’s mineral projects 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. Although Equinox Gold evaluates the risks and carries insurance policies to mitigate the risk of loss where economically feasible, not all of these risks are reasonably insurable and insurance coverages may contain limits, deductibles, exclusions and endorsements. Equinox Gold cannot assure that its coverage will be sufficient to meet its needs. Such a loss may have a material adverse effect on Equinox Gold. | | Corruption and bribery laws | | 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 the Canadian Criminal Code, and the Canadian Corruption of Foreign Public Officials Act, as well as similar laws in the countries in which Equinox Gold conducts its business. 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 a material adverse effect on Equinox Gold’s reputation and results of its operations. | | 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 Equinox Gold’s share price. 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. 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. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | No history of dividends | | --- | | Equinox Gold and its predecessor companies have not paid a dividend since incorporation. Equinox Gold intends to continue to retain earnings and other cash resources for its business. Any future determination to pay dividends will be at the discretion of Equinox Gold’s Board of Directors and will depend upon the capital requirements of Equinox Gold, results of operations and such other factors as Equinox Gold’s Board of Directors considers relevant. | | Foreign exchange transactions registration compliance | | In certain jurisdictions where Equinox Gold operates, entities that are exporters are permitted to maintain offshore bank accounts and are required to register all transactions resulting in deposits into and payments out of those accounts. Equinox Gold has identified that in certain instances it has not registered all transactions. Equinox Gold has been advised by its tax and foreign trade legal advisors that the maximum fines imposable under statute that could result from non-compliance are up to 15% of the unreported foreign currency transaction, with a five-year statute of limitations. | | Significant shareholders | | The Company has certain significant shareholders and holders of convertible rights (including the 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 will 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 common 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 directors to be in a position of conflict. In particular, Ross Beaty, Chairman of Equinox Gold, is a significant Equinox Gold shareholder and a lender and Tim Breen, a director of Equinox Gold, is also an employee of Mubadala 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 British Columbia Business Corporations Act and other applicable laws. | | Risk Factors Related to the Proposed Transaction Between Equinox Gold and Leagold | | Equinox Gold entered into a Plan of Arrangement Agreement (the “Arrangement”) to acquire 100% of the issued and outstanding common shares of Leagold Mining Corporation. As a result of this Arrangement, Leagold will become a wholly-owned subsidiary of Equinox Gold. | | Possible failure to realize anticipated benefits of the Arrangement | | The ability to realize the benefits of the Arrangement will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on Equinox Gold’s ability to realize the anticipated growth opportunities and synergies from integrating Leagold’s business following completion of the Arrangement. This integration will require the dedication of management effort, time and resources which may divert management’s focus and resources from other strategic opportunities available to Equinox Gold following completion of the Arrangement, and from operational matters during this process. The integration process may result in the loss of key employees or directors and the disruption of ongoing business and employee relationships that may adversely affect the ability of Equinox Gold to achieve the anticipated benefits of the Arrangement as well as any anticipated benefits from possible future acquisitions. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Risks related to the businesses of Equinox Gold and Leagold | | --- | | While Equinox Gold and Leagold have completed due diligence investigations on the other company, including reviewing technical, environmental, legal, tax accounting, financial and other matters, certain risks either may not have been uncovered or are not known at this time. Such risks may have an adverse impact on Equinox Gold and the combined assets of Equinox Gold and Leagold following the Arrangement and may have a negative impact on the value of the Equinox Gold common shares. | | Significant capital requirements associated with the expanded portfolio of development projects | | Equinox Gold must be able to utilize available financing sources to finance its growth and sustain capital requirements. Equinox Gold could be required to raise significant additional capital through equity financings in the capital markets or to incur significant borrowings through debt financings to meet its capital requirements. If these financings are required, Equinox Gold’s cost of raising capital in the future may be adversely affected. In addition, if Equinox Gold is required to make significant interest and principal payments resulting from a debt financing, Equinox Gold’s financial condition and ability to raise additional funds may be adversely impacted. Any significant delay in completing its development projects or the incurring of capital costs that are significantly higher than estimated could have a significant adverse effect on Equinox Gold’s results of operations and financial condition. If additional capital is raised by the issuance of Equinox Gold common shares following completion of the Arrangement, both Equinox Gold and Leagold shareholders may suffer dilution. | | Anti-dilution rights | | Mubadala and Pacific Road are entitled to certain anti-dilution rights. In the event that such anti-dilution rights are exercised, Mubadala and/or Pacific Road, as the case may be, may subscribe for up to their pro rata share on the Equinox Gold common shares or instruments convertible into Equinox Gold common shares, being approximately 30.0 million Equinox Gold common shares and 11.1 million Equinox Gold common shares, respectively. If one or both of Mubadala and Pacific Road exercise their anti-dilution rights in connection with the Arrangement, Equinox shareholders and Leagold shareholders will suffer dilution. | | Accounting Matters | | --- | | Use of judgement and estimates | | Except as otherwise noted, the Company’s financial statements are presented in United States dollars, the functional currency of the Company and its subsidiaries. In preparing the Company’s consolidated financial statements in conformity with IFRS, 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 expense. Actual results may differ. All estimates 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. Information about critical judgements and estimates in applying accounting policies that have the most significant effect on amounts recognized in the consolidated financial statements are as follows: | | Judgements | | (i) Commencement of commercial production | | Management considers several factors in determining when a mining property is capable of operating at levels intended by management. Until a mine is capable of operating at levels intended by management, costs incurred are capitalized as part of the costs of the related mining properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining properties begins when the mine is capable of operating at levels intended by management. Amongst other quantitative and qualitative factors, throughput, mill grades and recoveries were assessed over a reasonable period to make this determination. The Company determined that Aurizona was capable of operating at levels intended by management effective July 1, 2019. A minimum of 80% of planned output and/or design capacity measures over a 30-day period were utilized in determining the appropriate timing. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | (ii) Investments | | --- | | Management applies judgement in assessing whether the facts and circumstances pertaining to each investment result in the Company having control, joint control or significant influence over an investee. During Q2 2019, the Company determined that Solaris was no longer a controlled subsidiary as the Company’s ownership interest reduced to approximately 32% as a result of the completion of external financings, and Solaris was self-sustaining for an extended period with no capital injections made by Equinox Gold. The Company determined that it retained significant influence over Solaris, and accounts for its interest using the equity method effective June 30, 2019. | | (iii) Acquisitions | | Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs 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. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisition of Mesquite on October 30, 2018 met the criteria of a business combination. | | (iv) Indicators of impairment | | Judgement is required in assessing whether certain factors would be considered an indicator of impairment. The Company considers both external and internal sources of information in assessing whether there are any indications that CGUs are impaired, or reversal of impairment is needed. Factors considered include current and forecast economic conditions, internal projections and the Company’s market capitalization relative to its net asset carrying amount. | | (v) Functional currency | | The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. The Company has determined the functional currency of each entity is the US dollar. Assessment of functional currency involves certain judgements to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment. | | (vi) Contingencies | | Contingencies can be either possible assets or liabilities arising from past events which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. Such contingencies include, but are not limited to, environmental obligations, litigation, regulatory proceedings, tax matters and losses resulting from other events and developments. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgement regarding the outcome of future events. | | Key sources of estimation uncertainty | | (i) Fair value of assets and liabilities acquired | | Accounting for acquisitions requires estimates with respect to the fair value of the assets and liabilities acquired. Such estimates require valuation methods including discounted cash flows, depreciated replacement costs and other methods. These models use forecasted cash flows, discount rates, current replacement costs and other assumptions. Changes in these assumptions changes the value assigned to the acquired assets and liabilities and goodwill, if any. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Significant assumptions related to the Company’s acquisitions are disclosed in note 5 of the 2019 audited consolidated financial statements. | | --- | | (ii) Estimated recoverable ounces | | --- | | The Company estimates recoverable ounces for determining the number of ounces in heap leach inventory. Changes to the estimates of recoverable ounces includes in the heap leach inventory can impact the Company’s ability to recover the carrying value of the inventory in the normal course of operations. Estimates of recoverable gold on the leach pads are calculated from the quantities of ore placed on the pads, the grade of ore placed on the leach pads and an estimated percentage of recovery. Timing and ultimate recovery of gold contained on leach pads can vary significantly from the estimates. | | (iii) Inventory valuation | | Management values production inventory at the lower of weighted average production costs and net realizable value (“NRV”). Weighted average production costs include expenditures incurred and depreciation and depletion of assets used in mining and processing activities that are deferred and accumulated as the cost of ore in stockpiles, ore on leach pad, work-in-process and finished metals inventories. The allocation of costs to ore in stockpiles, ore on leach pads and in-process inventories and the determination of NRV involve the use of estimates. Costs are removed from the leach pad based on the average cost per recoverable ounce of gold and silver on the leach pad as gold is recovered. | | (iv) Impairment of mineral properties, plant and equipment | | The determination of fair value less costs to sell and value in use of an asset or cash generating unit requires management to make estimates and assumptions about expected production, sales volumes, commodity prices, mineral reserves, operating costs, closure and rehabilitation costs and future capital expenditures and discount rates. The estimates and assumptions are subject to risk and uncertainty, hence, there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the asset or cash generating unit. In such circumstances some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in net income (loss). | | (v) 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. Mineral reserves determined in this way are used in the calculation of depreciation, amortization and impairment charges, and for forecasting the timing of the payment of closure and restoration costs. In assessing the life of a mine for accounting purposes, mineral resources are only taken into account where there is a high degree of confidence of economic extraction. There are numerous uncertainties inherent in estimating mineral reserves, and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of mineral reserves and may, ultimately, result in mineral reserve estimates being revised. Such changes in mineral reserves could impact on depreciation and amortization rates, asset carrying values and the provision for closure and restoration costs. | | (vi) Mine closure and reclamation costs | | The Company’s provision for mine closure and reclamation cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability 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 factors can result in a change to the provision recognized by the Company. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Changes to mine closure and reclamation cost obligations are recorded with a corresponding change to the carrying amounts of related mineral properties, plant and equipment for the year. Adjustments to the carrying amounts of related mineral properties, plant and equipment can result in a change to future depletion expense. Assumptions with respect to the Company’s mine closure and reclamation costs are disclosed in note 15 of the 2019 audited consolidated financial statements. | | --- | | (vii) Valuation of derivatives and other financial instruments | | --- | | The valuation of the Company’s derivative financial instruments requires the use of option pricing models or other valuation techniques. Measurement of warrants with exercise prices denominated in C$ is based on an option pricing model which uses assumptions with respect to share price, expected life, share price volatility and discount rates. Measurement of embedded derivatives such as interest rate floors and prepayment options require estimates of future yield curves and credit spread. Measurement of foreign exchange contracts are based on forward foreign exchange rates. Changes in these assumptions and estimates result in changes in the fair value of these instruments and a corresponding change in the amount recognized in net income (loss). Significant assumptions related to derivatives are disclosed in note 14 of the 2019 audited consolidated financial statements. | | (viii) Share-based payments | | The Company utilizes the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value of stock options granted to directors, officers and employees. The use of Black-Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the expected volatility of the stock price, the risk-free interest rate, dividend yield, the expected life of the stock options and the number of options expected to vest. Any changes in these assumptions could change the amount of share-based compensation recognized. Significant assumptions related to share-based payments are disclosed in note 17(c) of the 2019 audited consolidated financial statements. | | (ix) Income taxes and value-added taxes receivable | | The determination of the Company’s tax expense for the period and deferred tax assets and liabilities involves significant estimation and judgement by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities. Management also makes estimates of future earnings, which affect the extent to which potential future tax benefits may be used. The Company is subject to assessments by various taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Company provides for such differences where known based on management’s best estimate of the probable outcome of these matters. The Company has receivables from various governments for federal and state value-added taxes (“VAT”), and for federal income taxes. Significant estimates and judgements are involved in the assessment of recoverability of these receivables. Changes in management’s impairment assumptions may result in an additional impairment provision, or a reduction to any previously recorded impairment provision, with the impact recorded in net income (loss). | | (x) Contingencies | | Due to the nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in its consolidated financial statements in the period in which such changes occur. |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Adoption of new IFRS pronouncements | | --- | | The Company adopted IFRS 16, Leases (“IFRS 16”) on January 1, 2019. A number of other new standards are effective from January 1, 2019, including IFRIC 23, Uncertainty over Income Tax Treatments, but they do not have a material effect on the Company’s consolidated financial statements. | | IFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Company, as a lessee, has recognized right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments. The Company may elect to not apply IFRS 16 to leases with a term of less than 12 months or leases where the underlying asset is of low value. Previously, the Company determined at contract inception whether an arrangement was or contained a lease in accordance with IAS 17, Leases and IFRIC 4, Determining Whether an Arrangement contains a Lease. The Company now assesses whether a contract is or contains a lease based on the new definition of a lease. Under IFRS 16, a contract is or contains a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. | | Transition | | The Company adopted IFRS 16 using the modified retrospective approach. Accordingly, the comparative information presented for 2018 has not been restated. On transition to IFRS 16, the Company elected to apply the practical expedient to grandfather the assessment of which transactions are leases. It applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed. Therefore, the definition of a lease under IFRS 16 has been applied only to contracts entered into or changed on or after January 1, 2019. The Company leases various assets including equipment and offices that had previously been classified as operating leases under IAS 17. On transition, lease liabilities for these leases were measured at the present value of remaining lease payments, discounted at the Company’s incremental borrowing rate as of January 1, 2019. The average incremental borrowing rate at January 1, 2019 was 6.5%. The Company elected to measure the right-of-use assets at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments. On initial adoption, the Company used the following practical expedients as permitted by the standard when applying IFRS 16 to leases previously classified as operating leases under IAS 17: • Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term remaining. • Applied a single discount rate to a portfolio of leases with reasonably similar characteristics (such as leases with a similar remaining lease term for a similar class of underlying asset in a similar economic environment). • Used hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease. The Company did not have any leases classified as finance leases under IAS 17 on the adoption date. On transition to IFRS 16, the Company recognized right-of-use assets and lease liabilities for its office leases, resulting in an increase to property, plant and equipment of $0.2 million at January 1, 2019. A corresponding lease liability was recognized for $0.2 million in other long-term liabilities. Right-of-use assets are presented as other property and equipment within mineral property, plant and equipment and lease liabilities are presented in other liabilities in the statement of financial position. | | Significant accounting policies |

The following is the new accounting policy for leases under IFRS 16:

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.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | The Company recognizes a right-of-use asset and 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 impairment losses, and adjusted for certain 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, 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 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 incremental borrowing rate reflects the rate of interest that the lessee 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 cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or, as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. The Company does not recognize right-of-use assets and lease liabilities for leases of low-value assets and leases with lease terms that are less than 12 months. 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 more representative of the pattern of benefit. The Company has applied judgment to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized. Right-of-use assets are presented 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. | | --- | | Evaluation of Disclosure Controls and Procedures and Internal Controls Over Financial Reporting |

As required by National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, Equinox Gold conducted an evaluation of the effectiveness of the disclosure controls and procedures and the system of internal control over financial reporting based on Internal Control

Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company’s system of internal control over financial reporting was effective as at December 31, 2019. The evaluation was carried out under the supervision and with the participation of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”). Based on the evaluation, Equinox Gold’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective in providing reasonable assurance that material information relating to Equinox Gold and its consolidated subsidiaries is made known to them by others within those entities, particularly during the period in which the annual filings are being prepared.

In addition, Equinox Gold’s CEO and CFO concluded that the Company’s internal controls over financial reporting are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for Equinox Gold and its consolidated subsidiaries for the period in which the annual filings are being prepared. The CEO and CFO confirm that there were no changes in the controls which materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the year ended December 31, 2019.

There have been changes in the Company’s internal controls over financial reporting (“ICFR”) during 2019 resulting from the Company’s conversion and upgrade of its enterprise resource planning system (“ERP”) at Mesquite. However, there have been no changes in the Company’s ICFR in the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, its ICFR.

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | During the ERP conversion and upgrade, the Company’s internal controls were maintained or supplemented by controls added during the system implementation and related business process improvements. The Company performed fulsome system conversion testing to ensure that prior period balances were translated into the new system completely and accurately. | | --- | | Cautionary Notes and Forward-looking Statements | | This MD&A includes certain statements that constitute “forward-looking statements”, and “forward-looking information” within the meaning of applicable securities laws collectively “forward-looking statements”. These statements appear in a number of places in this MD&A and include statements regarding the Company’s intent, or the beliefs or current expectations of the Company’s officers and directors. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this MD&A, words such as “believe”, “anticipate”, “estimate”, “project”, “intend”, “expect”, “may”, “will”, “plan”, “objective”, “anticipated”, “advancing”, “start”, “underway”, “commence”, “outlook”, “budget”, “schedule”, “potential” and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “occur” or “be achieved” or the negative connotation of such terms. As well, forward-looking statements may relate to the Company’s future outlook and anticipated events, such as the Company’s ability to successfully operate Mesquite and Aurizona and achieve the annual production and costs estimated for Mesquite and Aurizona, exploration results at Mesquite and Aurizona and the Company’s ability to expand the resource base and extend the mine life at Mesquite and Aurizona, the Company’s ability to advance Castle Mountain to Phase 1 operations and achieve production, to complete a feasibility for Phase 2 operations, to ultimately advance Castle Mountain to Phase 2 operations, ability to fully fund Castle Mountain Phase 1 construction, the Company’s ability to achieve the results anticipated in the Castle Mountain prefeasibility study, the ability to complete the merger with Leagold on time or at all, the strengths, characteristics and potential of the combined company, the underwritten term loan, revolving credit facility and the financings by Ross Beaty and Mubadala, and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto, and the ability to obtain the approval of the merger from the Mexican anti-trust commission (COFECE), conditions and risks associated with the corporate revolving credit facility, conditions and risks associated with the convertible notes, and statements regarding the Company’s assets, future financial position, business strategy, budgets, litigation, projected costs, financial results, exploration results, taxes, plans and objectives. The Company has based these forward-looking statements largely on the Company’s current expectations and projections about future events and financial trends affecting the financial condition of the Company’s business. These forward-looking statements were derived using numerous assumptions regarding expected growth, results of operations, performance and business prospects and opportunities that could cause the Company’s actual results to differ materially from those in the forward-looking statements and include but are not limited to: (1) there being no significant disruptions affecting Equinox Gold’s operations or projects; (2) political, security and legal developments in jurisdictions where Equinox Gold operates or may in future operate, being consistent with Equinox Gold’s current expectations; (3) the accuracy of Equinox Gold’s mineral reserve and mineral resource estimates; (4) the exchange rates between the Canadian dollar, the U.S. dollar and the Brazilian reals being approximately consistent with current levels; (4) prices for key supplies, equipment, labour and material costs being consistent with Equinox Gold’s current expectations; and (5) all required permits, licenses and authorizations being obtained in a timely manner or at all, or if obtained, remaining in place, from relevant governments. 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 these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements speak only as of the date those statements 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 contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. 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 contained in this MD&A are expressly qualified in their entirety by this cautionary statement. |

| 44 |

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| **Management’s Discussion and Analysis**<br><br>For the three months and year ended December 31, 2019 |

| --- | | Technical Information | | --- | | James (Jim) Currie, P.Eng., Equinox Gold’s Chief Operating Officer, and Scott Heffernan, MSc, P.Geo. Equinox Gold’s EVP Exploration, are the Qualified Persons under NI 43-101 for Equinox Gold and have reviewed, approved and verified the technical content of this document. | | 45 | | --- |

Equinox Gold Corp 6-K, filed Mar 3, 2020

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