Equinox - HotCopper

Equinox Minerals Limited

Equinox Canada155 University Avenue, Toronto Ontario, Canada M5H 3B7Telephone: +1 (416) 865 3393 Facsimile: +1 (416) 865 3394

Equinox Australia50 Kings Park Road, West Perth, Western Australia, Australia 6005Telephone: +61 (8) 9322 3318 Facsimile: +61 (8) 9324 1195

[email protected] www.equinoxminerals.com

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Into Production

Equinox Annual Report 2008

Equinox Minerals Limited Tenement Schedule

PROJECTS TENEMENTS EQUINOX INTEREST JOINT VENTURE PARTNER

ZAMBIA

Lumwana LML49 100% Mwombezhi Dome PLLS148Kabompo PLLS027 Kitwe PLLS026 100%# * Mwekere PLLS176 Kasanka PLLS081 Mutapanda To be advised 100% AUSTRALIA Curnamona Craton Ethiudna EL3714 100% Uranium One Australia Pty Ltd

EL = Exploration Licence; PLLS = Prospecting Licence; LML = Large scale Mining Lease.

# Anglo American have a 70% clawback option should a mineral resource > 3 million tonnes copper metal (or equivalent) be discovered.

* Prospecting Licences are in the process of being converted to Retention Licences, final approval is pending.

Equinox Minerals Limited Offices

Canada155 University Avenue, Toronto Ontario, Canada M5H 3B7Telephone: +1 (416) 865 3393 Facsimile: +1 (416) 865 3394

Australia50 Kings Park Road, West Perth, Western Australia, Australia 6005Telephone: +61 (8) 9322 3318 Facsimile: +61 (8) 9324 1195 Email: [email protected] Website: www.equinoxminerals.com

Stock SymbolEQN – Toronto Stock Exchange, Australian Stock Exchange

AuditorsPricewaterhouseCoopers LLPSuite 3000, Box 82, Royal Trust Tower, TD Centre Toronto Ontario, Canada M5K 1G8

Transfer AgentsCIBC Mellon Trust Company199 Bay Street, Commercial Court West, Securities Level Toronto Ontario, Canada M5L 1G9Telephone: +1 416 643 5500

Advanced Share Registry Services150 Stirling Highway, Nedlands, Perth, Western Australia, 6009, AustraliaTelephone: +61 (8) 9389 8033

Corporate Directory

Directors and Officers

Peter Tomsett Chairman

Craig Williams President & CEO

David McAusland Director

Harry Michael Director, Vice President Operations & COO

Dave Mosher Director

Jim Pantelidis Director

Brian Penny Director

Michael Klessens Vice President Finance CFO & Company Secretary

Kevin van Niekerk Vice President Investor Relations & Corporate

Development

Robert Rigo Vice President Project Development

Ralph Gibson Vice President Project Finance

Contents

Corporate Profile 1Equinox at a Glance 2Chairman’s Letter to Shareholders 5President/CEO’s Letter to Shareholders 8 Lumwana Project Summary 10Equinox Exploration 17Corporate Responsibility 19The Equinox Team 20MD&A 22Financial Statements & Notes 39Statement of Corporate Governance 74

Cautionary Language and Forward Looking Statements

This document contains ‘forward-looking statements’ and ‘forward-looking information’, which may include, but is not limited to, statements with respect to the future financial or operating performances of Equinox, its subsidiaries and their respective projects, the future price of copper and uranium, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, estimated costs of future production, the sale of future production, capital, operating and exploration expenditures, the costs of Equinox’s hedging policy, costs and timing of future exploration, requirements for additional capital, government regulation of exploration, development and mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, and limitations of insurance coverage. Often, but not always, forward-looking information can be identified by the use of words such as ‘plans’, ‘expects’, ‘is expected’, ‘is expecting’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or variations (including negative variations) of such words and phrases, or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’, or ‘will’ be taken, occur or be achieved. The purpose of forward-looking information is to provide the reader with information about management’s expectations and plans for the Company. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Equinox and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, those factors discussed in the section entitled ‘Risk Factors’ in the Company’s annual information form, which is available at www.SEDAR.com. Although Equinox has attempted to identify statements containing important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Equinox disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.

The Company has included a non-GAAP performance measure in this news release: ‘cash (C1) operating cost’. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Company. It is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP. Cash (C1) operating cost is a common performance measure in the copper industry and is prepared and presented herein on a basis consistent with the industry standard Brook Hunt definitions. Cash (C1) operating cost includes direct cash costs, minesite and realization costs through to refined metal.

Scientific and technical information contained in this press release has been prepared under the supervision of Robert Rigo, Vice President, Project Development of Equinox who is a ‘Qualified Person’ in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects.Readers are cautioned not to rely solely on the summary of information contained in this release, but should read the Amended Technical Report which is posted on Equinox’s website (www.equinoxminerals.com) and filed on SEDAR (www.sedar.com) and any future amendments to such report. Readers are also directed to the cautionary notices and disclaimers contained therein. All currency in this release is U.S. dollars unless otherwise stated.

Readers are cautioned not to rely solely on the summary of such information contained in this release, but should read the Amended Technical Report which is posted on Equinox’s website www.equinoxminerals.com and filed on SEDAR www.sedar.com and any future amendments to such report. Readers are also directed to the cautionary notices and disclaimers contained herein. All currency in this release is U.S. dollars unless otherwise stated.

In this report ‘Equinox’, ‘the Company’ and/or ‘the Corporation’ refer to Equinox Minerals Limited.

Lumwana, owned 100% by Equinox, is situated 220 km northwest of the world-renowned Zambian Copperbelt. With proven and probable reserves totaling 321 million tonnes of ore grading at 0.73% copper, Lumwana represents the single largest new copper mine coming into production anywhere in the world in 2008/2009*.

At full capacity, mine production rates will process in excess of 20 million tonnes of ore per year mined at a strip ratio of 4.2:1. Lumwana ore, which is predominantly sulphide, is treated through a large, yet conventional plant which produces a sulphide concentrate which is being sold to offtakers.

Concentrate production commenced in December 2008 and ramp-up is expected to be completed in mid-2009. At this time, Equinox will operate one of the largest copper mines in Africa with expected production in 2009 of 170,000 tonnes of copper in concentrate at an average cash cost of $1.15 per pound of copper for the 2009 year.

The project has significant potential for organic expansion and the Company believes that Lumwana represents the cornerstone for its objective to build a new mining house.

In 2009 Equinox will be one of the world’s top 20 copper producing companies.

Corporate ProfileEquinox Minerals Limited (EQN on TSX and ASX) is an international mine development and exploration company operating the flagship Lumwana copper mine in Zambia.

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2008 Highlights

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n Commissioning of the Lumwana Copper Project commenced in April 2008 with the electrification of the main Lumwana 33kV substation and subsequent reticulation of power around the site;

n Equinox secured the long-term land title to approximately 35 thousand hectares (350 square kilometres) of township and mine operating areas at the Company’s Lumwana mining license;

n In June the Lumwana SAG mill was fully energized and rotated by the engineering contractor and commissioning of the primary crusher also commenced;

n A fire on July 7, 2008, caused damage to the main transformer and adjacent substation causing a four and a half month delay to project completion and handover;

n In September, crushing of material at the primary crusher commenced with the 4.5 kilometre conveying circuit commissioned, transporting crushed material to the fine ore stockpile at the copper concentrator;

n In October 2008, Equinox secured an additional US$80.0 million project debt facility to enable the Company to meet additional working capital requirements resulting from the transformer fire and subsequent delayed startup;

n The large scale Hitachi EX5500 electric face shovels were successfully commissioned and put into production commencing in October 2008;

n Equinox accepted handover of the Lumwana processing facilities and associate infrastructure from the engineering contractor in November 2008;

n Equinox produced its first copper concentrate at Lumwana during December 2008. Wet commissioning of the final stage of the process plant filter-press commenced;

n First commercial quantities of copper concentrate were made to off-take customers during December 2008;

n The Lumwana Property Development Company, a special purpose vehicle established for the new Lumwana town, secured an additional US$25 million debt facility with FMO to cover infrastructure costs; and

n Lumwana achieved an excellent health and safety record, with over 5 million man hours without a lost time injury and producing a lost-time-injury frequency rate of 0.3 (per 200 thousand hours), an achievement management believes to be an outstanding result.

The Company estimates copper production for 2009 will total 170,000 tonnes (375 million pounds) of copper metal in concentrates at an average cash operating (C1) cost of US$1.15 per pound. As can be expected, unit production costs are anticipated to be higher in the early part of 2009 until steady state production activities are reached, which is expected by mid-2009 at which time Equinox will be operating one of the largest copper mines in Africa.

Lumwana Uranium ProjectIn April 2008, Equinox published the Lumwana uranium feasibility study (‘UFS’) on the design of a treatment facility for the uranium ore stockpile that will result from the selective mining of the discrete, high grade uranium zones within the Lumwana copper orebodies presently being mined. This facility would cost about $200 million and could recover approximately 2 million pounds of uranium oxide (U3O8) and 12,800 tonnes of copper concentrate per year.

ExplorationExploration drilling at Kanga proved successful and extended the Malundwe deposit to the south with an additional inferred resource of 78 million tones of 0.76% copper. Whilst this additional resource is yet to be optimized within the Lumwana pit designs, such an extension may materially impact the economics of Lumwana with higher grade Kanga ore possibly being able to displace lower grade Chimiwungo ore in the mine development schedule.

Further exploration opportunities are recognized both near Lumwana and elsewhere on the Company’s extensive regional property holdings in Zambia.

Equinox CorporateEquinox shareholders elected two additional independent directors, Mr. David McAusland and Mr. Jim Pantelidis, to serve on the Board of Directors of the Company.

ObjectivesLumwana holds significant potential for organic expansion and the Company expects the mine will provide a solid foundation from which to build a new Mining House:

n The Company estimates copper production for 2009 will total 170,000 tonnes (375 million pounds) of copper metal in concentrates at an average cash operating (C1) cost of US$1.15 per pound for the 2009 year;

n Steady state production activities are expected to be reached by mid-2009 at which time Equinox will be operating one of the largest copper mines in Africa;

n To increase process plant design capacity throughput by 20% from 20 million tonnes per year to 24 million tonnes per year increasing Lumwana mine copper output;

n Complete a feasibility study for the medium-term objective of expanding Lumwana process plant throughput further (stage two expansion) to between 30 to 35 million tonnes per year:

n Develop a uranium facility to process the uranium ore stockpiles, subject to favorable financing and uranium market conditions;

n Continue exploration activities close to Lumwana and on regional exploration properties; and

n Actively monitor and evaluate new projects and corporate opportunities.

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Chairman’s Letter to Shareholders

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The year has been dominated by the global financial crisis and has been a real roller coaster ride, but for Equinox at least has ended on an upward path.

With hindsight, the first half of the year was relatively uneventful, as we progressed site construction works at Lumwana towards our planned mid year commissioning. However, in early July, just as the site crews were about to commence feeding ore into the mills, we suffered a severe fire, which destroyed a major transformer and important electrical control systems. Our site personnel and the construction contractor performed an outstanding recovery effort, and allowed us to start up in late November, having sourced replacement components in very fast time. While the 5 month delay was unfortunate, it has not significantly diminished the long term value of the project, given it’s 37 year mine life.

The project is now complete, at a cost of $814 million, slightly over budget due to the extra costs associated with the fire. Some of these costs were mitigated by insurance claims and drawing on the construction contractor’s Liquidated Damages.

Since then, the plant has performed well, and we fully expect to be consistently producing at a rate above the nameplate capacity of 20 million tonnes per annum as 2009 progresses.

The completion of such a large and complex plant in a logistically difficult environment has been an outstanding achievement by all those associated with the project. We were particularly pleased that the project was completed with an excellent safety record, recording over 5 million hours worked without a lost time injury.

Of course, even being in a remote part of Zambia, we have not been immune to the dramatic changes in the financial world during 2008. The fire and subsequent rectification work led to increased costs, and we were very pleased to be able to secure an $80 million extension to our debt facility in October, at a time when the credit markets had virtually dried up. This is a tribute to the quality of our project, and the level of support from our banking syndicate.

Another major change has been the dramatic fall in all commodity prices, and copper has not been immune to the global recession. The copper price fell very quickly in the second half of 2008, from over $3.00/lb, to it’s level in February 2009 of around $1.50/lb. Obviously we would have preferred to start production into a better market, but we will still be able to generate strong cashflow, and service our debt at these levels.

Our prudent copper hedging program has also served us well, and at year end our hedge book had a positive mark to market value of $243 million. However, we must remember that copper is a cyclic commodity, and one of the great advantages of having such a long mine life is that it will allow us to take advantage of higher prices through future peaks in

the cycle. Copper continues to have the best supply-demand fundamentals of all the base metals.

Falling uranium prices and the difficult financing environment also caused us to put our uranium project on hold. The uranium ore falls within the copper pit, so we are currently stockpiling uranium ore in the expectation that conditions will improve, and the project will go ahead at some future time.

There were also many changes within Zambia, following the tragic death of the country’s President Mwanawasa. We were very pleased to see the peaceful transition of power to his deputy. President Banda, like his predecessor, is a great supporter of the Lumwana project, and we look forward to working with him and his administration. Changes have already been made. The government recognized that the tax changes made last year were a serious disincentive to investment, and many of the more onerous provisions have been removed. Furthermore, we have always maintained that we have a binding Development Agreement with the government, and we have been pleased to see that the tax provisions contained in that agreement have been largely honoured, though the mechanism of Statutory Instruments.

The Zambian Government has clearly stated that it expects mining companies to be good corporate citizens, and we believe that Equinox continues to be at the forefront of that process.

We continue to contribute to job creation, town and infrastructure development including schools and medical clinics, and helping develop small businesses, such as craft, textiles, agriculture and fisheries. We look forward to continuing government support, and will play our part in making Zambia a better place for it’s citizens to live.

As foreshadowed last year, we have added significant strength to your Board of Directors, with the addition of David McAusland and Jim Pantelidis. They both bring many years of varied, international business experience to the table, and I believe we now have the right board to take us thought the challenges of the years ahead.

I would like to thanks all those people in Zambia who have been working tirelessly to bring this great project to fruition. With the help of Craig and his outstanding management team, I am sure they will make 2009, our first year of copper production, a safe and memorable one.

Peter TomsettChairman of the Board

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Dear ShareholderWhen I wrote to you this time last year, little did any of us know what a tumultuous time was in store for us.

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Lumwana

Lumwana –Africa’s largest copper producing mine. The Project is expected to process 20 million tonnes per year of ore over an expected lifespan of 37 years.

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President/CEO’s Letter to Shareholders

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Our driving focus for the last nine and a half years has been bringing Lumwana into production – this goal was finally achieved in December 2008 and is a tribute to the determination, skill and perseverance of the Equinox team.

This goal was achieved through overcoming the numerous challenges thrown in our path – the raising of over US$800 million to finance the project through the international debt and equity markets; the technical challenges of designing and ultimately building a project of the massive scale of Lumwana, in a remote region of Zambia; the fight for recognition of Lumwana as a world class project and Equinox as a significant player in the international copper industry.

Of course the global financial crisis has had a severe impact on the Equinox share price and the copper price that underpins Lumwana revenue generation. Whilst we are fortunate that we financed and built the Lumwana Project during better times in the resources industry, today’s copper prices do not provide the ideal environment for commissioning such a large copper mine. Without the 5 month delay resulting from the transformer fire in July, we would have been commissioning at copper prices of US$3.00 per pound of copper, rather than US$1.40/lb in January 2009. Nevertheless, Lumwana has been built for the long term – with a 37 year mine life, the current downturn in the metals market is the first, but not the last, low point in the commodities cycle that Lumwana will experience. This project has been designed for the long term, to survive the lows of the cycle and profit from the highs.

Lumwana Project ramp up is progressing well, with the processing plant showing the capacity to operate at nameplate design of 20 million tonnes per year (20 Mtpa) and the potential to exceed this throughput. We expect that ramp up will be completed by mid-2009. The challenge at present is for mine productivity to match processing throughput. Ramping up mine production in the middle of the Zambian wet season has presented a considerable challenge, but as the rains subside into Q2-09 we expect that mine productivity will increase towards matching mill throughput.

So what of the year ahead? Our focus is well and truly on the ramping up of Lumwana to full production by mid-2009. The cash flow generation will facilitate debt payback, strengthen our financial position and enhance future opportunities. We have mid-term objectives to further increase plant throughput by optimisation and de-bottlenecking, and an increase in mine production – our target is reaching a 24 Mtpa throughput rate in 2010.With the very large resource and long mine life at Lumwana, we believe that there is the potential for further expansion over a time line of 4 to 5 years, up to a stage two production target of about 30 Mtpa, although this will require a feasibility study to determine what will be required.

A further opportunity for organic expansion is the building of a plant to treat the uranium-rich ore that is already being mined and stockpiled from discrete areas of the copper pit. While we have put the construction of this plant on hold until financing and uranium market conditions improve, it is likely that this opportunity could ultimately provide an important by-product for Lumwana.

Equinox holds a large and highly prospective area surrounding Lumwana and has already made discoveries at Kanga and Chimiwungo North. There is clearly substantial exploration potential both close to Lumwana and further afield in our exploration properties elsewhere in Zambia. The Company intends to maintain an active exploration presence in the country.

Lastly, the flip-side to the difficult period in the metals market is one of opportunity for those companies with the ability to survive the downturn. As we come out of this trough, numerous acquisition opportunities are presenting that could offer Equinox with its next level of growth. Lumwana is our cornerstone project that should provide the cash generation to facilitate both organic expansion and company diversification through acquisition, building Equinox into an important next generation mid-tier producer.

Craig R. WilliamsPresident and Chief Executive Officer

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Dear Shareholder2008 has been a year of challenges and achievements for Equinox.

Lumwana is now a major copper mine which will establish Equinox in 2009 as one of the World’s Top 20 copper producing companies.

Lumwana

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Lumwana Summary

Situated 220 km northwest of the Zambian Copperbelt, Lumwana hosts a proven and probable mineral reserve of 321 million tonnes of ore grading 0.73% copper. Lumwana is now a major copper mine which will establish Equinox in 2009 as one of the World’s Top 20 copper producing companies. At full capacity, mine production rates will process in excess of 20 million tonnes of ore per year, mined at a strip ratio of 4.2:1. Lumwana ore, which is predominantly sulphide, is treated through a large, yet conventional plant completed in November 2008, producing a sulphide concentrate for sale to offtakers.

Mine commissioning and ramp-up is expected to be achieved by mid-2009 at which time Equinox will operate one of the largest copper mines in Africa, producing an average of 172,000 tonnes per year (or 380 million lbs per year) of copper in concentrate for the first six years of an expected 37 year mine life.

Project LocationLocated in the North Western Province of Zambia, 220 kilometres west of the Copperbelt and 65 kilometres west of the town of Solwezi, Lumwana is easily accessed by the T-5 Northwest Highway.

The Copperbelt, one of the world’s greatest concentrations of copper-cobalt deposits, has been a centre of commercial copper production for over 80 years.

Mining LicenseThe Lumwana Large Scale Mining License, LML-49, covers 1,355 square kilometres, and includes two major copper deposits, Malundwe and Chimiwungo. Equinox owns 100% of LML-49.

InfrastructureThe recently refurbished T-5 Northwest Highway, which links the Lumwana region, Solwezi and the Copperbelt, passes within 3 kilometres of the project.

ZESCO, the Zambian national power generation and distribution company, commissioned the 330kV power line from Solwezi to the Lumwana sub-station. Equinox has a long-term (15 year) power supply off-take agreement with ZESCO.

Mine PlanThe Company’s optimized mine plan (published in the June 2008 Technical Report) is based on the ‘Development Case’ which contemplates a mining schedule that contains 45% Measured and Indicated Resources and 55% Inferred Resources to be mined over a 37 year mine life on the basis of processing 20 million tones per year of ore at an average strip ratio of 4.2:1.

The mine development of the Malundwe and Chimiwungo deposits, which are 7 kilometres apart, is by open-pit mining methods. The ore bodies are 95% sulphide (with only 5% oxide) and very consistent, so large scale bulk-mining methods are being employed utilizing equipment that includes a total of 27 x 240 tonne capacity diesel-electric drive hybrid

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haulage trucks and 7 x 518 tonne diesel and electric loaders (excavators and face shovels). The mining fleet utilizes ‘trolley assist’ whereby the trucks switch from diesel operation to grid electricity as they make the run up the ramp from the pit to the ore and waste dumps. This trolley assist technology provides substantial fuel and operating cost savings for the Lumwana mining fleet.

Lumwana Construction and OperationsSulphide ore is being processed on-site by conventional crushing, grinding and flotation to produce copper concentrates that are being delivered to offtakers, predominantly to local Zambian smelters. Metallurgical test work has indicated recoveries of greater than 95% copper, producing average concentrate grades of 43.3% Cu for Malundwe and 29.5% Cu for Chimiwungo and initial commissioning production figures indicate that these specifications will be achievable. The flotation plant has a design capacity to treat at least 20 million tonnes per year of ore and in the first 6 year period, should produce in concentrate, 172,000 tonnes of copper metal per year (380 million lbs per year).

Equinox accepted handover of the Lumwana Copper Plant and other associated infrastructure from the engineering contractor in November 2008. Mine commissioning and ramp-up is underway and commercial concentrate deliveries have commenced. During the year the following activities, in chronological order, contributed to this significant milestone:

n Commissioning of the Lumwana Copper Project commenced in April 2008 with the electrification of the main Lumwana 33 kV substation and subsequent reticulation of power around the site;

n Equinox secured long-term land title to approximately 35 thousand hectares (350 square kilometres) of township and mine operating areas at the Company’s Lumwana mining license. In May 2008, this grant permitted the Company to manage and administer the Lumwana surface rights, in particular the planned Lumwana town sub-division, thus enabling the Company to deliver employee home ownership and other commercial developments within the township;

n In June the Lumwana SAG mill was fully energized and rotated by the engineering contractor using Siemens gearless mill drives and commissioning of the primary crusher also commenced;

n A fire on July 7, 2008 caused damage to a main

transformer and adjacent substation, causing a four and a half month delay to project completion and handover;

n In September, crushing of material at the primary crusher commenced with the 4.5 kilometre conveying circuit commissioned transporting crushed material to the fine ore stockpile at the copper concentrator;

n In October 2008, Equinox secured an additional $80.0 million project debt facility to enable the Company to meet additional working capital requirements resulting from the transformer fire and subsequently delayed startup;


n Equinox accepted handover of the Lumwana processing facilities and other associated infrastructure from the engineering contractor in November 2008;


n First commercial quantities of copper concentrate deliveries were made to off-take customers during December 2008;

n Mine activities continued to ramp-up towards steady state commercial production;

n The Lumwana Property Development Company, a special purpose vehicle established to own and manage the new Lumwana town secured a $25 million debt facility with Nederlandse Financierings-Maatshappij voor Ontwikkelingslanden N.V., the Dutch development funding institution, to cover town infrastructure costs. Debt drawdown can commence once Equinox meets a number of conditions precedent; and

n The Lumwana Project achieved an excellent health and safety record, with over 5 million man hours without a lost time injury, producing a lost-time-injury frequency rate of 0.3 (per 200,000 hours).

The Company expects that it will produce 170,000 tonnes (375 million pounds) of copper metal in concentrates in 2009 at a cash (C1) operating cost of $1.15 per pound.

As can be expected, unit production costs are anticipated to be higher in the early part of 2009 until steady state production activities are reached, which is expected by mid-2009 at which time Equinox will be operating one of the largest copper mines in Africa.

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Lumwana

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Lumwana

Copper Concentrate OfftakeDuring 2007 Equinox signed offtake contracts for 100% of its copper concentrate production for the first 5 years of the mine life.

The Company’s primary offtake contract is with Chambishi Copper Smelter Limited, a joint venture between China Nonferrous Metal Mining (Group) Co. Ltd. and Yunnan Copper Industry (Group) Co. Ltd. which has commissioned a new copper smelter at the Chambishi mine on the Zambian Copperbelt. Equinox is supplying this new smelter with concentrate under a 5-year ‘take and pay’ contract, with annual commitments to Chambishi of 100,000 tonnes of copper contained in concentrates or approximately 230,000 tonnes of Lumwana concentrates per year.

The balance of Equinox’s concentrate production is currently being delivered under short term contracts to traders in Zambia and the Company is in discussions with other smelters for longer term contracts.

Uranium Feasibility StudyIn April 2008, Equinox published the Lumwana UFS on the design of a treatment facility for the uranium ore stockpile that will result from the selective mining of the discrete, high grade uranium zones within the Lumwana copper orebodies presently being mined. This facility would cost about $200 million and could recover approximately 2 million pounds of uranium oxide (U3O8) and 12,800 tonnes of copper concentrate per year.

Subsequent to the release of the UFS, the Government of the Republic of Zambia (‘GRZ’) implemented its guidelines for uranium mining, processing and export that are consistent with International Atomic Energy Agency guidelines and the Nuclear Non-proliferation Treaty. The GRZ has recently approved the Lumwana Uranium Environmental Impact Assessment which was finalized and submitted to the Environmental Council of Zambia by Equinox in June 2008 as part of the required permitting process.

The decision to proceed with development of the Lumwana Uranium Project will depend, subject to board approval, on a number of factors including, improvements in the international project financing climate, as well as current market prices for uranium oxide. In the interim, high grade uranium ore will be stockpiled at Lumwana.

Potential Project ExpansionThe Lumwana process plant is conservatively rated at 20 million tonnes per year throughput. By optimizing and ‘de-bottlenecking’ the plant, Equinox engineers believe that throughput could potentially, at limited additional capital cost, be increased by 20% to about 24 million tonnes per year, increasing copper output to above 200,000 tonnes per year.

Given the very large resource and long mine life at Lumwana there is an opportunity to further expand throughput to about 30 million tonnes per year. Such further expansion would require significant additional capital cost and be subject to the completion of a feasibility study.

Project Debt and Equity FinancingIn December 2006, Equinox signed a US$582.7 million senior and subordinated Project finance facility for the completion of development and construction of the Lumwana Project. The facility is comprised of three tranches, $54.0 million subordinated debt facility, $364.0 million senior debt facility and $164.7 million asset backed facility. In response to the delay in commencement of commercial production caused by the fire incident at the Lumwana Project, the Company signed an $80.0 million extension to the above senior debt facility in September 2008.

As a requirement of the Lumwana Project financing facility, the Company also established a $45.0 million cost overrun facility for the Lumwana Project should any cost overrun occur, but in certain circumstances can also be utilized for debt repayment.

The cost overrun facility is structured as letters of credit which convert to Equinox common shares at a 6.75% discount to the prevailing TSX share price at the time of draw down, should that be required. As at 31 December, 2008, this $45m facility has not been utilized and remains available.

On March 26, 2009 the Company reached agreement with its debt financiers to restructure its debt repayment schedule. The main terms of the agreement are to smooth the principal debt repayments more evenly over the life of the loans without changing the tenor of the various facilities.

The effect on the 2009 calendar year repayments is a reduction of $87 million to $138 million the majority of which is payable in September 2009.

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Notes to Resources & Reserves Tables

The Mineral Reserve and Resource within engineered pits were determined by Golder on the basis of 12.5mx12.5mx4m block models, including mining dilution and recovery, and optimized by Whittle 4X software with associated pit designs generated using Vulcan software. The cut-offs applied were based on $1.20/lb Cu, resulting in sulphide cut-off grades of 0.16% for Malundwe and 0.21% for Chimiwungo. These pit designs constitute the Development Case. The Lumwana Uranium resource estimate was carried out based on a 0.01% U3O8 cutoff, ordinary kriging on 2m composite samples using 25mx25mx4m and 5mx5mx2m blocks, within a $1.00/lb Cu pit design.

Competent PersonsThe estimates of mineral resources and ore reserveswere prepared in accordance with the standards setout in the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves (The JORC Code) and in accordance with CIM standards as prescribed by National Instrument 43-101. Mineral resource and reserve data is based on information compiled by persons who are members of the Australasian Institute of Mining and Metallurgy or the Australian Institute of Geoscientists and who have the relevant experience as ‘competent persons’ as defined in the JORC Code and as a ‘Qualified Person’ in accordance with National Instrument 43-101 in relation to the mineralization being reported on.

Technical information in this publication is summarized or extracted from the ‘Amended Technical Report on the Lumwana Copper Project, North West Province, Republic of Zambia’ dated October 2006, prepared by Michael Davis, Process Manager, Ausenco Ltd., Ross Bertinshaw, Principal of Golder Associates Pty Ltd., Tim Miller, Director, of Investor Resources Finance Pty Ltd, and Robert Hanbury, Associate Director, of Knight Piésold PtyLtd., each of whom is a ‘Qualifed Person’ who is either a corporate member of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists or the CIM.

Forward Looking StatementsStatements within this publication are forward-looking, which are subject to various risks and uncertainties that could cause actual results and future events to differ materially from those expressed or implied by such statements. Investors are cautioned that such statements are not guarantees of future performance and results. Risks and uncertainties about the Company’s businessare more fully discussed in the Company’s disclosure documents filed from time to time with the Canadian and Australian securities authorities. See the October 2006 Technical Report and the last Annual Information Form on SEDAR at www.sedar.com for further details.

The Lumwana Project includes the Malundwe and Chimiwungo deposits.The Lumwana resource, defined by Golder Associates Pty. Ltd. (‘Golder’) inaccordance with the JORC Code and CIM Standards NI43-101 and using a0.2% copper cut-off, has been defined as follows:

Lumwana Resources: Measured + Indicated + Inferred

Class Tonnes Cu Co Au (Mt) (%) (ppm) (g/t)

Measured 129.5 0.89 238 0.03Indicated 228.7 0.68 153 0.02Total (Measured and Indicated) 358.2 0.76 184 0.02Inferred 564.4 0.63 46 0.01

Uranium within the Malundwe and Chimiwungo copper deposits occurs as discrete uranium-enriched zones that will be separately mined and stockpiled during the copper mining operation and as such, processing of the copper ore does not produce any uranium ‘contamination’ of resultant copper concentrate. The Lumwana uranium resource has been estimated using a 0.01% uranium cut-off grade as shown below:

Lumwana Uranium Mineral Resources (2003 BFS)

Class Tonnes Grade Contained Metal (Mt) U3O8 % U3O8 lbs

Indicated 9.5 0.093 19 408 000Inferred 2.6 0.042 2 035 000

Lumwana Uranium Resources within the Copper Pits

Class Tonnes Grade Contained Metal (Mt) U3O8 % U3O8 lbs

Indicated 7.2 0.083 13 094 000Inferred 0.5 0.051 545 000

Lumwana Sulphide Reserves & Resources within Designed Pits –Development Case

Class Tonnes Cu (Mt) (%)

Malundwe Proved 42.9 1.09Probable 78.2 0.79Total Mineral Reserves 121.1 0.89Inferred Resource 4.2 0.77 Chimiwungo Proved 81.5 0.70Probable 118.7 0.57Total Mineral Reserves 200.2 0.62Inferred Resource 413.0 0.60 Combined Malundwe + Chimiwungo Proved 124.4 0.83Probable 196.9 0.66Total Mineral Reserves 321.3 0.73Total Inferred Resource 417.2 0.60

Reserves and ResourcesLumwana

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Development AgreementThe Lumwana Development Agreement between Equinox and the GRZ was signed on 16th December 2005 and provides a 10 year stability period for the key fiscal and taxation provisions related to the Lumwana Project.

Key issues defined in the Lumwana Development Agreement include a corporate tax rate of 25% and a mineral royalty of 0.6% of gross product. Capital expenditures are allowed to be deducted in the year incurred and losses can be carried forward for up to 10 years. There has also been permitted a deferral of payment of various customs and excise duties and imposts and a confirmation that there will be no withholding tax payable on the remission of profits or the repatriation of capital. Other provisions contained in the Lumwana Development Agreement deal with:

n Arbitration;n Employment;n Energy and supply;n Exchange control;n Export regulations and procedures;n Regulations and management of companies;n Mining operation, curtailment of production,

resumption of production and closure;n Waiver of Government’s sovereign immunity; andn Investment agreements and enforcement of

foreign awards.

Incorporated in the Lumwana Development Agreement is a Copper Price Participation Agreement (the ‘PPA’). The PPA is triggered upon the extinguishment of the Lumwana Project debt facilities and only if the margin between the copper price and Lumwana operating costs is above an agreed threshold. The total amount due in the event of the above occurring is capped at $50 million with a further $50 million potentially payable for a ‘windfall’ margin between copper price and Lumwana operating costs.

The GRZ enacted in April 2008, a number of changes to the tax regime in the country that included an increase in the corporate tax rate to 30%, the mining royalty to 3%, a variable profits tax and a windfall tax. Further, in January 2009, the GRZ announced a plan to withdraw some of these tax changes, including the controversial windfall tax, in order to protect foreign investment and Zambian mining industry jobs. In Equinox’s view the Development Agreement overrides these tax changes

Lumwana

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17

n The Kanga prospect, located south of the Malundwe pit at Lumwana where mining has commenced. Continued drilling throughout 2008 in the Kanga area completed 55 reverse circulation holes and 10 diamond holes for an aggregate project metreage of 18,100 metres and has shown that it is a southerly extension of the Malundwe deposit, extending for at least 1 kilometre south of the Malundwe pit.

n Drilling along the western flank of the Malundwe deposit has intersected significant copper mineralization of up to 10m thick at ~1% copper outside the current pit design;

n The Kababisa prospect northeast of the Malundwe deposit has been reconnaissance drilled by 34 reverse circulation holes and two diamond drill holes on lines 200 metres apart along a strike length of 1000 metres. Copper mineralization was successfully intersected along the entire strike length, over thicknesses of 6 metres to 14 metres. Holes of note at this prospect are LUM501, 6 metres at 1.15% copper from 18 metres (oxide) and LUM504, 6 metres at 0.89% copper from 62 metres (sulphide).

Equinox considers Kanga, Chimiwungo North and the other ‘near mine’ targets as showing significant potential to develop into resources which could be exploited during the Lumwana mine life.

Equinox holds extensive exploration permits in Zambia, around the Copperbelt (one of the world’s most significant copper producing regions), to the east around Kasanka, to the northwest surrounding the Lumwana Mining License and in the Kabompo region further to the northwest.

Expansion of the exploration teams throughout 2008 has enabled a marked increase in on-ground reconnaissance work at targets previously identified from remotely sensed data in 2007, and this will form the basis of work into 2009.

Exploration

Equinox has identified numerous targets at Lumwana including:

Throughout 2008, Equinox maintained an accelerated exploration effort in parallel with Lumwana development to generate a suite of exploration projects.

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Equinox has already had a direct positive impact on the local community at Lumwana, and will continue to do so as it builds sustainable community programs that will grow and develop long after the mine is exhausted. Equinox has developed and fosters a strong relationship with each of the three traditional chiefs and their chiefdoms in which contain the Lumwana large scale mining licence.

Employment preference and sourcing initially is done via these Chiefs to ensure maximum local participation in employment opportunities as well as ensuring the Company fully harnesses local available skills. This alone has had a dramatic impact in this largely undeveloped part of the country. This relationship has gone much further and is now extended beyond direct employment alone to infrastructural projects as well as capacity building training in many and diverse areas.

The Company implements education and training programs, including sponsoring 54 scholarships to the University of Zambia as well as 90 high school scholarships and traineeships. Equinox also provides local capacity building programs for small to medium scale businesses, in conjunction with carefully selected NGO partners, in such areas as textiles, floral products and supporting local market days.

In addition, the development of agriculture and aquaculture into commercial operations capable of providing primary produce to the surrounding areas has been a priority. Equinox has established the Lumwana Development Trust Fund that has so far built 30 classrooms for local schools, 4 teacher’s houses, 3 medical clinics, a community library and 2 women’s development centres.

Equinox and Lumwana will continue to play a pivotal role in the development of local community capacity and empowerment as well as the broader impact it has on Zambia as a nation. The Company’s next milestone is in conjunction with the GRZ to develop a multi-facility economic zone to attract other investors for economic diversification in the surrounding Lumwana area.

Corporate Responsibility

Lumwana and Sustainability of the Local Community

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The TeamThe Board and focused management team comprise the blend of corporate experience, financial management, project management, technical expertise, mine development, operational experience and financing expertise required for the success and dynamic growth of the Company in Africa and beyond.

BoardPeter Tomsett (Non-Executive Chairman) is a mining engineer with over 26 years of experience in the mining industry, including 20 years with Placer Dome Inc. He served as President and Chief Executive Officer of Place Dome Inc, until its acquisition by Barrick Gold in January 2006. After starting his career with CRA Ltd at Broken Hill, Mr Tomsett joined Placer in 1986 in the Project Development group and subsequently held senior executive roles including responsibility for Placer’s Asia Pacific region as Executive Vice-President and later also took on responsibility for Placer Dome Africa, which operated mines in South Africa and Tanzania. He was appointed as President and Chief Executive Officer of Placer Dome in September 2004. Peter joined the Equinox board as Non-executive Chairman in July 2007.

Craig Williams (President and Chief Executive Officer) is a geologist involved in mineral exploration and development for over 33 years, co-founding Equinox in 1993 along with the late Dr Bruce Nisbet. He has been directly involved in several significant discoveries, including the Ernest Henry Deposit in Queensland and a series of gold deposits in Western Australia. Mr Williams and the late Dr Nisbet were jointly awarded ‘Prospector of the Year’ in 1994 by the Australian Association of Mining and Exploration Companies in recognition of their track record of discovery. Mr Williams has extensive corporate management and financing experience.

Harry Michael (Executive Director, Vice-President Operations and Chief Operating Officer) is a mining engineer with extensive mine development and operational experience, both within Australia and internationally. Of particular relevance is his experience as CEO of Geita Gold Mining Ltd, one of the largest open cut mines in Africa and as General Manager of the large open cut Iduapriem Gold Mine in Ghana. Mr Michael joined Equinox in 2004 as Chief Operating Officer and Lumwana Project Manager. He is based on-site at Lumwana, running the operation and managing all of the Company’s interests in Zambia.

David McAusland (Non-Executive Director and Chair of the Corporate Governance and Nominating Committee) is a highly experienced senior executive, lawyer and corporate executive. From 1999 to February 2008, he held the position of Executive Vice-President, Corporate Development and Chief Legal Officer of Alcan Inc. Prior to joining Alcan, Mr McAusland was the managing partner of a major Canadian law firm. Mr. McAusland holds a Bachelor of Law and a Bachelor of Civil Law and has had global responsibilities including strategy, major transactions, legal and regulatory affairs, and government relations.

David Mosher (Non-Executive Director and Chair of the Health, Safety, Environment and Sustainability Committee) is a former gold mining company CEO experienced in operations in Canada, Russia and Burkina Faso. He has over 36 years as a geologist and mining executive with experience in Australia, North America, Russia, Asia and Africa with extensive experience in mine development, corporate management and financing.

Jim Pantelidis (Non-Executive Director and Chair of the Compensation and Human Resources Committee) is a highly experienced senior executive and is currently Chairman of the Board of Parkland Income Fund and has served as a director of Parkland since 1999. Mr Pantelidis is Chairman and Director of The Consumers Waterheater Income Fund since 2002. From 1999 to 2002 he served as Chairman and Chief Executive Officer for the Bata Shoe Organization. He also spent 30 years in the petroleum industry and was at one time President of both the upstream and downstream divisions of Petro-Canada.

Brian Penny (Non-Executive Director and Chair of the Audit Committee) is Vice President Finance of Western Goldfields Inc and Vice President Finance and CFO of Silver Bear Resources and formerly, Vice President, Finance and Chief Financial Officer of Toronto based Kinross Gold Corporation. He is a Certified Management Accountant (Ontario) and has in excess of 21 years experience of accounting, financial and corporate management, and corporate governance within the mining industry.

ManagementMichael Klessens (Vice President Finance, Chief Financial Officer and Company Secretary) has over 21 years of experience in the mining industry, particularly corporate and financial management, project financing and the development of mining operations.

Robert Rigo (Vice President Project Development) is an engineer with over 31 years experience in the mining and mineral processing industry and particularly the management of major open pit mining operations and feasibility studies. At Lumwana he managed the feasibility study that was completed in 2003 and has had ongoing responsibility for project implementation, EPC contract management and offtake management.

Kevin van Niekerk (Vice President Investor Relations & Corporate Development) is an engineer with substantial African experience who manages the Toronto office and the Company’s investor relations in North America and Europe.

Ralph Gibson (Vice President Project Finance) has extensive experience in mining project finance, having worked for financial institutions in Australia and the UK providing debt and hedging facilities to mining companies in Australia, Africa, the former Soviet Union and the Americas. Mr Gibson manages the Company’s banking syndicate, debt facilities and hedging transactions.


Consolidated

For the year ended December 31, 2008 Expressed in US Dollars unless otherwise stated

Financial Statements

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This document provides management’s discussion and analysis (‘MD&A’) of the financial condition of Equinox Minerals Limited (‘Equinox’ or the ‘Company’) as at and for the year ended December 31, 2008, compared to the corresponding period in 2007. This MD&A should be read in conjunction with the December 31, 2008 and December 31, 2007 audited consolidated financial statements of Equinox and related notes thereto. This information is presented as of March 27, 2009 and is current to that date unless otherwise stated. The financial information contained in this document is derived from the Company’s consolidated financial statements prepared in accordance with Canadian Generally Accepted Accounting Principles (‘Canadian GAAP’). All amounts in this discussion are expressed in U.S. dollars, unless identified otherwise.

The following discussion contains forward-looking statements that involve numerous risks and uncertainties. Actual results of the Company could differ materially from those discussed in such forward-looking statements as a result of these risks and uncertainties, including those set forth in this MD&A under ‘Forward-Looking Statements’ and under ‘Risk Factors.’

Additional information about the Company and its business activities, including the Company’s annual information form dated March 27, 2009 (the ‘AIF’) and its other continuous disclosure documents, is available on SEDAR at www.sedar.com.

Equinox is an international mining and exploration company, dual listed on the Toronto Stock Exchange (the ‘TSX’) and the Australian Securities Exchange (the ‘ASX’) under the symbol ‘EQN’. The Company is focused on operating its 100% owned Lumwana copper mine in Zambia. The Lumwana copper mine is expected to produce an average of 172,000 tonnes per year of copper metal contained in concentrates for the first 6 years of its 37 year mine life. The 20 million tonnes per annum plant is now operational and production commenced in early December 2008. Full production is expected to be reached mid-2009 at which time Lumwana will be one of Africa’s largest copper mines.

The Company believes that there are significant opportunities at the Lumwana copper mine to expand and optimize the concentrator and mine throughput rate, and to assess and evaluate the additional near mine deposits discovered to date.

Equinox maintains an active ‘pipeline’ of exploration projects on its Zambian tenements which presently total some 6,284 square kilometres. In particular, exploration of targets on properties near the Lumwana copper mine is focused on resource definition which if successful, could deliver additional ore to the Lumwana mill.

Equinox will continue to review and assess opportunities for organic growth and expansion, and corporate opportunities to grow the Company.

Management Discussion and AnalysisFor the year ended December 31, 2008

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HIGHLIGHTS FOR THE YEAR

LUMWANA PROJECT

Equinox accepted handover of the Lumwana Copper Plant and other associated infrastructure from the engineering contractor in November 2008. Mine commissioning and ramp-up is underway and commercial concentrate deliveries have commenced. During the year the following activities, in chronological order, contributed to this significant milestone:

n Commissioning of the Lumwana Copper Project commenced in April 2008 with the electrification of the main Lumwana 33 kV substation and subsequent reticulation of power around the site;

n Equinox secured long-term land title to approximately 35 thousand hectares (350 square kilometres) of township and mine operating areas at the Company’s Lumwana mining license. In May 2008 this grant permited the Company to manage and administer the Lumwana surface rights, in particular the planned Lumwana town sub-division, thus enabling the Company to deliver employee home ownership and other commercial developments within the township;

n In June the Lumwana mine SAG mill (18 megawatts) was fully energized and rotated in June 2008 by the engineering contractor using Siemens gearless mill drives and commissioning of the primary crusher also commenced in June 2008;

n A fire on July 7, 2008, caused damage to a main transformer and adjacent substation, causing a four and a half month delay to project completion and handover;

n In September, crushing of material at the primary crusher commenced, with the 4.5 kilometre conveying circuit commissioned transporting crushed material to the fine ore stockpile at the copper concentrator;

n In October 2008, Equinox secured an additional $80.0 million project debt facility to enable the Company to meet additional working capital requirements resulting from the transformer fire and subsequently delayed startup;


n Equinox accepted handover of the Lumwana processing facilities and other associated infrastructure from the engineering contractor in November 2008;


n First commercial quantities of copper concentrate deliveries were made to off-taker customers during December 2008;

n Mine activities continued to ramp-up towards steady state commercial production; and

n The Lumwana Project achieved an excellent health and safety record, with over 5 million man hours without a lost time injury, producing a lost-time-injury frequency rate of 0.3 (per 200,000 hours).

The Company expects that it will produce 170,000 tonnes (375 million pounds) of copper metal in concentrates in 2009 at a cash (C1) operating cost of $1.15 per pound. As can be expected, unit production costs are anticipated to be higher in the early part of 2009 until steady state production activities are reached, which is expected by mid-2009 at which time Equinox will be operating one of the largest copper mines in Africa.

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URANIUM FEASIBILITY STUDY

In April 2008, Equinox published the Lumwana uranium feasibility study (‘UFS’) on the design of a treatment facility for the uranium ore stockpile that will result from the selective mining of the discrete, high grade uranium zones within the Lumwana copper orebodies presently being mined. This facility would cost about $200 million and could recover approximately 2 million pounds of uranium oxide (U3O8) and 12,800 tonnes of copper concentrate per year.

Subsequent to the release of the UFS, the Government of the Republic of Zambia (‘GRZ’) implemented its guidelines for uranium mining, processing and export that are consistent with International Atomic Energy Agency guidelines and the Nuclear Non-proliferation Treaty. The GRZ has recently approved the Lumwana Uranium Environmental Impact Assessment which was finalized and submitted to the Environmental Council of Zambia by Equinox in June 2008 as part of the required permitting process.

The decision to proceed with development of the Lumwana Uranium Project will depend, subject to board approval, on a number of factors including, improvements in the international project financing climate, as well as current market prices for uranium oxide. In the interim, high grade uranium ore will be stockpiled at Lumwana.

EXPLORATION

Throughout 2008, Equinox maintained an accelerated exploration effort in parallel with Lumwana development to generate a suite of exploration projects.

Equinox has identified numerous targets at Lumwana including:

n The Kanga prospect, located south of the Malundwe pit at Lumwana where mining has commenced. Continued drilling throughout 2008 in the Kanga area completed 55 reverse circulation holes and 10 diamond holes for an aggregate project metreage of 18,100 metre and has shown that it is a southerly extension of the Malundwe deposit, extending for at least 1 kilometre south of the Malundwe pit;

n Drilling along the western flank of the Malundwe deposit has intersected significant copper mineralization of up to 10 metres thick at ~1% copper outside the current pit design; and

n The Kababisa prospect northeast of the Malundwe deposit has been reconnaissance drilled by 34 reverse circulation holes and two diamond drill holes on lines 200 metres apart along a strike length of 1000 metres. Copper mineralization was successfully intersected along the entire strike length, over thicknesses of 6 metres to 14 metres. Holes of note at this prospect are LUM501, 6 metres at 1.15% copper from 18 metres (oxide) and LUM504, 6 metres at 0.89% copper from 62 metres (sulphide).

Equinox considers Kanga, Chimiwungo North and the other ‘near mine’ targets as showing significant potential to develop into resources which could be exploited during the Lumwana mine life.

Equinox holds extensive exploration permits in Zambia, around the Copperbelt (one of the world’s most significant copper producing regions), to the east around Kasanka, to the northwest surrounding the Lumwana Mining License and in the Kabompo region further to the northwest. Expansion of the exploration teams throughout 2008 has enabled a marked increase in on-ground reconnaissance work at targets previously identified from remotely sensed data in 2007, and this will form the basis of work into 2009.

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CORPORATE

The Lumwana Property Development Company, a special purpose vehicle established to own and manage the new Lumwana town secured a $25 million debt facility with Nederlandse Financierings-Maatshappij voor Ontwikkelingslanden N.V., (‘FMO’)the Dutch development funding institution, to cover town infrastructure costs. Debt drawdown can commence once Equinox meets a number of conditions precedent.

Equinox identified two additional independent director candidates, Mr. David McAusland of Beaconsfield, Québec and Mr. Jim Pantelidis of Toronto, Ontario, who were duly elected to serve on the Board of Directors of the Company in May 2008.

SELECTED FINANCIAL INFORMATION

The table below sets forth selected financial data relating to the Company’s years ended December 31, 2008, December 31, 2007 and December 31, 2006. This financial data is derived from the Company’s audited consolidated financial statements, which are prepared in accordance with Canadian GAAP. Year ended December 31 Fourth QuarterEARNINGS AND DEFICIT 2008 2007 2006 2008 2007 2006 $’000 $’000 $’000 $’000 $’000 $’000

Other Income / (Expenses) 268,195 4,805 9,302 255,206 1,936 2,988 Exploration Expense 10,262 7,114 2,456 2,977 2,746 667 General and Administration 8,388 11,194 5,601 2,600 2,739 1,424 Financing Costs 3,660 2,595 0 685 2,595 0 Incentive Stock Option Expense 4,953 11,993 16,064 908 2,083 1,041 Share of loss of equity accounted investee 0 867 458 0 0 307 Amortization of property, plant and equipment 314 145 100 107 49 29 Income tax expense/(recovery) 67,937 312 983 64,632 (823) 983 Net Income/(Loss) 172,681 (29,415) (16,177) 183,296 (9,099) (3,467)Basic earnings/(Loss) per share (dollars) 0.30 (0.06) (0.04) 0.31 (0.02) 0.00Diluted earnings per share (dollars) 0.29 (0.05) (0.04) 0.30 (0.02) 0.00Basic weighted avg # of shares (000’s) 583,800 538,313 372,903 593,651 564,708 435,302 Diluted weighted avg # of shares (000’s) 601,312 577,155 399,569 611,163 603,550 461,967

BALANCE SHEET Total Assets 1,471,131 828,002 357,174 Total Liabilities 760,923 409,664 68,944 Shareholders’ Equity 710,208 418,338 288,230

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RESULTS OF OPERATIONS

Year ended December 31, 2008 compared to the year ended December 31, 2007

n Other income/(expense) was $268.2 million for 2008 (2007: $4.8 million) mainly due to derivative instrument fair value gains of $361.0 million (2007: $nil) as a result of the copper price dropping to $1.38 per pound at December 31, 2008, offset by derivative instrument losses transferred from equity of $89.5 million (2007: $nil). Foreign exchange losses of $4.2 million (2007: gain of $0.6 million) were incurred as a result of the strengthening U.S. dollar. Impairment losses of $1.7 million (2007: $nil) were recorded on available-for-sale financial assets and a promissory note receivable. Interest income contributed $2.2 million (2007: $4.4 million). See ‘Discussion of Financial Position and Liquidity – Derivative Instruments’ for an explanation of the cash flow hedge related items included in other income/(expense).

n Exploration expenditures were $10.3 million for 2008 (2007: $7.1 million) due to continued work carried out on the Lumwana UFS and exploration activities elsewhere in Zambia.

n General and administrative (‘G&A’) costs were $8.4 million for 2008 (2007: $11.2 million). The reduction was due to the 2007 figures including a $1.5 million success fee paid in association with a Lumwana mine copper concentrate off-take agreement, a payment of $0.75 million made to a former Chairman on his resignation and contract dispute settlement costs of $2.3 million (€1.7 million) relating to Komatsu mining equipment for the Lumwana Project. Otherwise the 2008 G&A costs have generally increased due to higher staffing levels and costs, an increase in the number of directors, increased insurance and premises rental costs.

n Financing costs associated with the Lumwana Project debt facilities, other than capitalized interest and commitment fees, were $3.7 million for 2008 (2007: $2.6 million).

n The incentive stock option expense was $5.0 million for 2008 (2007: $12.0 million) resulting from the vesting of options granted and/or approved to employees and directors during the year.

The recognized a future income tax expense of $67.9 million for 2008 (2007: $0.3 million) in response to recent changes enacted (and substantially enacted) to the Zambian tax regime by the Government of the Republic of Zambia (the ‘GRZ’) (see ‘Critical Accounting Estimates – Future Income Taxes’ for an explanation of the future income taxes). Realized and unrealized derivative instrument gains have generated a future income tax expense of $82.8 million which has been partially sheltered by previously unrecognized losses equaling $16.0 million. The remainder of the tax expense was recognized on interest income earned and unrealized changes in available-for-sale financial assets.

Three months ended December 31, 2008 compared to the three months ended December 31, 2007

n Other income/(expense) was $255.2 million for the quarter ended December 31, 2008 (2007: $1.9 million) mainly due to derivative instrument fair value gains of $333.5 million (2007: $nil) as a result of the copper price dropping to $1.38 per pound at December 31, 2008, offset by derivative instrument losses transferred from equity of $71.0 million (2007: $nil). Foreign exchange losses of $6.8 million (2007: gain of $0.4 million) were incurred as a result of the strengthening U.S. dollar. Impairment losses of $1.5 million (2007: $nil) were recorded available-for-sale financial assets and a promissory note receivable. Interest income contributed $0.5 million (2007: $1.0 million). See ‘Discussion of Financial Position and Liquidity - Derivative Instruments’ for an explanation of the cash flow hedge related items included in other income/(expense).

n Exploration expenditures were $3.0 million for the quarter ended December 31, 2008 (2007: $2.7 million) due to continued work carried out on the Lumwana UFS and exploration activities elsewhere in Zambia.

n G&A costs were $2.6 million for the quarter ended December 31, 2008 (2007: $2.7 million).

n Financing costs associated with the Lumwana Project debt facilities, other than capitalized interest and commitment fees, were $0.7 million for the quarter ended December 31, 2008 (2007: $2.6 million).

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n The incentive stock option expense was $0.9 million for the quarter ended December 31, 2008 (2007: $2.1 million) resulting from the vesting of options granted and/or approved to employees and directors during the quarter.

n Future income tax expense was $64.6 million for the quarter ended December 31, 2008 (2007: benefit of $0.8 million). Of this amount, $80.6 million was recognized in relation to the $262.5 million net hedging gain booked which has been partially sheltered by previously unrecognized losses equaling $16.0 million. See ‘Critical Accounting Estimates – Future Income Taxes’ for an explanation of the future income taxes.

DISCUSSION OF CASH FLOWS Year ended December 31 Fourth Quarter 2008 2007 2008 2007Cash flows from: $’000 $’000 $’000 $’000

Operating activities (81,631) (42,491) (20,369) (18,569)Financing activities 386,898 470,185 85,767 158,330 Investing activities (327,797) (421,648) (64,259) (117,868)

Year ended December 31, 2008 compared to the year ended December 31, 2007

n Cash outflows from operating activities were $81.6 million for 2008 (2007: $42.5 million) due to financing costs associated with the Lumwana Project debt facilities of $33.0 million (2007: $7.2 million), inventory build up of $27.5 million (2007: $nil) and increased receivables and prepayments of $9.5 million (2007: $21.9 million).

n Cash inflows from financing activities generated $386.9 million for 2008 (2007: $470.2 million) due to loan proceeds of $350.0 million (2007: $356.1 million) drawn down against the Lumwana Project financing debt facility. Loan repayments of $23.6 million (2007: $55.1 million) relate to repayments on the mining fleet finance.

The remaining inflow was principally a result of the exercise of 820,000 employee stock options at varying strike prices and 26,349,235 warrants at Cdn$2.30 during 2008, which generated net proceeds of $60.5 million (2007: $171.9 million). The net proceeds from these issues were used to fund the development of the Lumwana Project and cover debt financing costs as well as general working capital.

n Cash outflows from investing activities were $327.8 million for 2008 (2007: $421.6 million) due primarily to the construction and development of the Lumwana Project.

Three months ended December 31, 2008 compared to the three months ended December 31, 2007

n Cash outflows from operating activities were $20.4 million for the quarter ended December 31, 2008 (2007: $18.6 million inflow) due to financing costs associated with the Lumwana Project debt facilities of $7.2 million (2007: $6.7 million), inventory build up of $12.8 million (2007: $nil), increased receivables and prepayments of $0.9 million (2007: $6.4 million) and increased accounts payable of $1.9 million (2007: decrease of $2.3 million).

n Cash inflows from financing activities generated $85.8 million for the quarter ended December 31, 2008 (2007: $158.3 million) due to loan proceeds of $99.9 million (2007: $159.0 million) drawn down against the Lumwana Project financing debt facility. Loan repayments of $14.1 million (2007: $5.8 million) relate to repayments on the mining fleet finance.

n Cash outflows from investing activities were $64.3 million for the quarter ended December 31, 2008 (2007: $117.9 million) due primarily to the construction and development of the Lumwana Project.

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DISCUSSION OF FINANCIAL POSITION AND LIQUIDITY

December 31 December 31 2008 2007 $’000 $’000

Assets Cash and cash equivalents 51,327 73,367 Current portion of derivative instruments 127,570 0 Other current assets 69,353 24,886 Restricted cash 26,076 25,601 Derivative instruments 129,109 0 Capital assets 1,067,290 684,249 Future tax assets 0 15,555 Other non-current assets 406 4,344 Total Assets 1,471,131 828,002

Liabilities Current liabilities 225,708 83,374 Long-term debt 475,040 263,107 Finance leases 3,418 0Future tax liability 48,963 0 Asset retirement obligation 5,358 3,025 Long term compensation 269 421 Derivative instruments 0 59,694 Other provisions 2,167 43 Total Liabilities 760,923 409,664

Shareholders’ Equity 710,208 418,338

Outstanding number of shares 596,933,212 564,966,871

Cash and Cash EquivalentsCash and cash equivalents were $51.3 million at December 31, 2008 (December 31, 2007: $73.4 million) due to proceeds from borrowings and issues of equity offset by expenditures on capital assets for the Lumwana Project.

Derivative InstrumentsAs at December 31, 2008 and pursuant to the lending requirements for the Lumwana Project debt facility, the Company has entered into a number of copper put option and forward contracts relating to a portion of its expected copper production at the Lumwana mine. These contracts are designed to provide protection against fluctuations in the copper price.

Upon entering into the copper put option contracts the Company incurred a premium of $86.5 million which is due and payable on expiry of the underlying contracts between October 2008 and March 2011. There is no premium or cost associated with the copper forward contracts.

For accounting purposes, these contracts were designated at inception as hedges of the anticipated sale of copper cathode. Due to contractual uncertainties relating to a tolling off-take agreement the Lumwana mine will not produce copper cathode for sale as it’s off-take contracts relate to the sale of copper concentrate, not copper cathode. As a result, it is probable that the forecasted transactions that were being hedged will no longer occur, therefore hedge accounting has been discontinued.

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Where hedge accounting is discontinued in these circumstances, gains or losses on the hedge instruments in that period must be recognized in the income statement. Furthermore, any cumulative gain or loss on those hedge instruments, previously reported in other comprehensive income, are immediately transferred to the income statement.

A mark to market gain of $361.0 million on the bought put options and forward contracts has been recorded in the income statement in the current period. The mark to market loss on those hedge contracts previously deferred in other comprehensive income of $89.5 million has been recorded in the income statement in the current period.

The mark to market fair value of all contracts is based on independently provided market rates and determined using standard valuation techniques. These techniques include the impact of counterparty credit risk which was determined to be $10.1 million. The spot price of copper at December 31, 2008 used for the mark to market valuations was $1.38 per pound.

Other Current AssetsOther current assets were $69.4 million at December 31, 2008 (December 31, 2007: $24.9 million) primarily due to the increase in inventories of $27.5 million (December 31, 2007: $Nil) and an accounts receivable balance of $35.4 million (December 31, 2007: $18.9 million).

Restricted CashRestricted cash of $26.1 million at December 31, 2008 (December 31, 2007: $25.6 million) resulted from $25.3 million plus accrued interest being deposited in a demobilization cost reserve account as required under the terms of the Lumwana Project finance facility for the mining fleet.

Capital AssetsCapital assets were $1,067.3 million at December 31, 2008 (December 31, 2007: $684.2 million) largely due to construction and development of the Lumwana Project. Construction in progress has increased to $548.3 million (December 31, 2007: $397.6 million). Mine development costs are $342.7 million (December 31, 2007 $204.9 million), and other property, plant and equipment has increased to $170.1 million (December 31, 2007 $81.7 million).

Future Tax AssetsThe GRZ enacted on April 1, 2008, a number of changes to the tax regime in the country, particularly in relation to mining companies. In light of this, at 31 March 2008, the Company conservatively recognized a valuation allowance up to the value of the future tax asset arising on unrealized losses on its derivative instruments. These adjustments are recorded in other comprehensive income. See ‘Critical Accounting Estimates - Future Income Taxes’ below for an explanation of the future income taxes.

Other Non-Current AssetsEquinox holds a promissory note issued by Alturas for $0.375 million, which is non interest bearing and payable on March 31, 2010. An impairment loss of $0.34 million was recognized in the income statement during the year ended December 31, 2008. This represents the remaining balance receivable on the promissory note. In making this determination, the Company considered the financial health and business outlook for Alturas.

At December 31, 2008, Equinox owned approximately 17.6% of the outstanding shares of Alturas Minerals Corp. (‘Alturas’) (listed on the TSX Venture Exchange under the trading Symbol ‘ALT’). The market value of the Company’s investment in Alturas, based on the closing TSX-V share price of C$0.045 at December 31, 2008, is $0.3 million (December 31, 2007: $2.2 million). For the year ended December 31, 2008, the Company has determined that this investment is impaired. In making this determination, the Company considered the decline in the investment’s fair value against its cost, along with the financial health of and business outlook for Alturas. An impairment loss of $0.2 million was recognized in the income statement for the year ended December 31, 2008.

At December 31, 2008, Equinox owned approximately 9.6% of the outstanding shares of Liontown Resources Limited (‘Liontown’) (listed on the ASX under the trading symbol ‘LTR’). The market value of the Company’s investment in Liontown, based on the closing Australian Stock Exchange share price of A$0.01 at December 31, 2008, is $0.06 million (December 31, 2007: $1.4 million).

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For the year ended December 31, 2008, the Company has determined that this investment is impaired. In making this determination, the Company considered the decline in the investment’s fair value against its cost, along with the financial health of and business outlook for Liontown. An impairment loss of $1.2 million was recognized in the income statement for the year ended December 31, 2008.

Current LiabilitiesCurrent liabilities at December 31, 2008 increased to $225.7 million (December 31, 2007: $83.4 million) due to debt draw downs and debt repayments falling due within the next 12 months of $138.4 million (December 31, 2007: $13.5 million). The other portion of income tax and future income tax liabilities of $20.6 million (December 31, 2007: $1.6 million) represents the recognition of tax on derivative instruments and interest income. Creditors and accruals mainly associated with the Lumwana Project were stable at $65.8 million (December 31, 2007: $64.3 million).

Asset Retirement ObligationIn line with developments at the Lumwana Project, future costs to retire assets, including dismantling, remediation and on-going treatment and monitoring of the site have been recognized totaling $5.4 million at December 31, 2008 (December 31, 2007: $3.0 million). Although the ultimate amount to be incurred is uncertain at December 31, 2008 management has estimated that the asset retirement cost of work completed to date using an expected mine life of 16 years and a total undiscounted estimated cash flow of $15.7 million (December 31, 2007: $10.3 million).

Long Term CompensationLong term compensation at December 31, 2008 was $0.3 million (December 31, 2007: $0.4 million) due to the Deferred Share Unit (the ‘DSU’) Plan for the Company’s directors. The DSU’s are a bookkeeping entry with each DSU having the same value as one Equinox common share. Under the DSU Plan, effective July 1, 2007, directors can elect to receive a portion of their annual compensation in the form of DSU’s. The DSU’s vest immediately and are redeemable in cash on the date the director ceases to be a director of the Company. During the year ended December 31, 2008, 165,710 DSU’s were granted under the DSU Plan and $0.6 million was recognized as directors’ fees within G&A costs. Outstanding DSU’s were marked-to-market at December 31, 2008 and, as a result of the decrease in the market value of the Company’s shares, $0.8 million was credited to other income/ (expense).

Contractual ObligationsEquinox’s contractual obligations are as follows:

Payments Due by Period - As at December 31, 2008 in $’000Contractual Obligations Less than 1 – 3 4 – 5 After Total 1 year years years 5 years

Long Term Debt 639,731 138,367 264,453 189,038 47,873Operating Leases 726 227 413 86 0Finance Leases 7,326 1,269 919 868 4,270 Capital Commitments - Lumwana 14,962 14,962 0 0 0Asset Retirement Obligation 5,358 0 0 0 5,358

Total Contractual Obligations 668,103 139,863 265,785 189,992 57,501

The outstanding capital commitment of the Company relates to construction costs for the Lumwana mine and town.

Shareholders’ EquityShareholders’ equity has increased to $710.2 million as at December 31, 2008 (December 31, 2007: $418.3 million) primarily due to profit for the period, derivative instrument losses transferred from accumulated other comprehensive income, partially offset by equity issues, the exercise of stock options and warrants and the vesting of incentive stock options issued.

On January 18, 2008, the Company issued 823,752 common shares at Cdn$5.39 per share with a fair value of Cdn$4.4 million (US$4.3 million) to settle a contractual commitment with the Lumwana copper plant engineering contractors in a non-cash transaction. This issue represents a portion of the third milestone payment under the terms of the EPC Contract.

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On December 16, 2008, the Company issued 3,973,354 common shares at Cdn$1.3411 per share with a fair value of Cdn$5.3 million (US$4.3 million) to settle a contractual commitment with the Lumwana copper plant engineering contractors in a non-cash transaction. This issue represents a portion of the fourth and final milestone payment under the terms of the EPC Contract.The exercise of 820,000 stock options during the year ended December 31, 2008 generated net proceeds of $0.9 million at varying strike prices and an equity contribution, including the option fair value of $1.4 million.

The exercise of 26,349,235 warrants at Cdn$2.30 during the year ended December 31, 2008 generated net proceeds of $59.6 million and an equity contribution, including the warrant fair value of $71.7 million.

Accumulated other comprehensive loss balances of $45.1 million at the start of the year have been transferred to the income statement as a result of discontinuing hedge accounting and the impairment of available-for-sale assets. Unrealized mark-to-market losses during the year of $40.2 million resulting from the drop in value of copper put option and copper forward contracts (derivative financial instruments) combined with the opening mark-to-market loss position of $46.7 million have been transferred to the income statement on discontinuation of hedge accounting. Unrealized mark-to-market losses on available-for-sale securities during the year of $2.5 million resulting from the drop in value of Liontown and Alturas combined with the opening mark-to-market gain position of $1.6 million have been transferred to the income statement as the Company has determined that these investments are impaired. In making this determination, the Company considered the decline in the investments’ fair value against their respective costs, along with the financial health of and business outlook for Alturas and Liontown.

LiquidityAs at December 31, 2008, Equinox had cash resources of $51.3 million, an undrawn Contingent Funding Facility totaling $45 million and an undrawn FMO financing facility of $25 million which remains subject to conditions precedent. Project and fleet debt facilities outstanding total $639.7 million. On March 26, 2009 the Company reached agreement with its debt financiers to restructure the debt repayment schedule. The main terms of the agreement are to smooth the principal debt repayments more evenly over the life of the loans without changing the tenor of the various facilities. The effect is that the 2009 calendar year principal repayments are $138.4 million, with $104.4 million payable in September 2009. See ‘Subsequent Events – Amendments to long term debt repayment schedule’ below for further information.

The Company expects that it will produce 170,000 tonnes of copper in 2009 at an average cash cost of production of $1.15 per pound. The LME spot price of copper as at March 25, 2009, was $1.78 per pound. On this basis and considering the undrawn facilities available, the Company expects to generate positive cash flow in the next 12 months sufficient to fund ongoing operations, including discharging the Company’s current obligations in the normal course of business.

The mark to market value of the hedge book, which could be closed out subject to financier approvals and utilization of those funds to repay debt, of approximately $137 million as of March 26, 2009, based on a copper price of $1.78 per pound. In addition the Company expects further project insurance proceeds following the fire incident which occurred in July 2008.

OUTLOOK

Equinox is focused on operating its 100% owned Lumwana copper mine in Zambia. The Company expects that it will produce 170,000 tonnes (375 million pounds) of copper metal in concentrates in 2009 at a cash (C1) operating cost of $1.15 per pound. As can be expected, unit production costs are anticipated to be higher in the early part of 2009 until steady state production activities are reached. The production plant is now operational and continues to ramp up to its design capacity of 20 million tonnes per annum. First concentrate production commenced in early December 2008. Full production is expected to be reached be reached in mid-2009 at which time Lumwana will be one of Africa’s largest copper mines.

The Company believes that there are significant opportunities at the Lumwana Project to expand and optimize the concentrator and mine throughput rate, and to assess and evaluate the additional near mine deposits discovered to date. Equinox has also completed the UFS investigating the onsite treatment of discrete and high grade uranium mineralization contained within the Lumwana copper pitshells. The UFS has confirmed the potential viability of onsite uranium treatment. Should Equinox be successful in negotiating viable off-take agreements and securing the requisite project capital financing, the Company expects plant construction to take 18-24 months. The decision to proceed with development of the Lumwana Uranium Project

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will depend, subject to board approval, on a number of factors including, improvements in the international project financing climate, as well as market prices for uranium oxide.

Equinox maintains an active ‘pipeline’ of exploration projects on its Zambian tenements which presently total some 6,284 square kilometres. In particular, exploration of targets on properties near the Lumwana Project is focused on resource definition which if successful, could deliver additional ore to Lumwana Mill.

Equinox will continue to review and assess opportunities for organic growth and expansion, and corporate opportunities to grow the Company.

CRITICAL ACCOUNTING ESTIMATES

The accounting policies that involve significant management judgment and estimates are discussed in this section. For a complete list of the significant accounting policies, reference should be made to note 2 of the 2008 audited consolidated financial statements.

Exploration CostsExploration and evaluation expenditure costs incurred by the Company are accumulated separately for each area of interest. Such expenditures are comprised of net direct costs and an appropriate portion of related overhead and foreign exchange movement on loans directly attributable to the project.

Exploration and evaluation expenditure for each area of interest are written off as incurred, unless such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale. Expenditure is not deferred in respect of any area of interest or mineral resource unless the Company’s rights of tenure to that area of interest are current. Although the Company has taken steps to verify title to its areas of interest, these procedures do not guarantee the Company’s title. Such areas of interest may be subject to prior undetected agreements or transfers and title may be affected by such defects.

Deferred exploration and evaluation costs are transferred to mine development once a development decision has been taken. Deferred exploration and evaluation costs will be amortized over the estimated useful life of the ore body, on a units of production basis, from the commencement of commercial extraction, or written off if the property is sold or abandoned.

Borrowing costs included in exploration and evaluation expenditure are those costs that would have been avoided if the expenditure had not been incurred.

Asset Retirement ObligationThe Company records asset retirement obligations at fair value in the period in which the liability is incurred. Fair value is determined based on the estimated future cash flows required to settle the liability discounted at the Company’s credit adjusted risk free interest rate. The liability is adjusted for changes in the expected amounts and timing of cash flows required to discharge the liability and accreted over time to its full value. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and amortized over the expected useful life of the asset.

Future Income TaxesOn April 1, 2008, the GRZ enacted a number of changes to the Zambian tax regime, particularly in relation to mining companies. This includes changes to the tax treatment of hedging transactions, under which gains and losses on those transactions are taxes as a separate source. These changes, if applicable to the Company, could result in Equinox paying higher tax payments in Zambia, which may be material at higher commodity prices.

On January 30, 2009, the Minister of Finance of the GRZ announced changes to the 2009 Budget which include the abolition of a number changes enacted in 2008, including the removal of the hedging activity quarantine provisions. The 2009 changes take effect on April 1, 2009 and management consider these changes to be substantively enacted for the purpose of calculating the Company’s tax balances.

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The Company has entered into a Development Agreement with the GRZ for its Lumwana Project which provides for stability in the regulatory environment, including taxation, and rights of independent arbitration in the event of any dispute. Following local and international legal advice, the Company believes that its Development Agreement overrides the current and planned changes to the Zambian tax regime.

Until it has resolved the uncertainty surrounding the application of the Development Agreement, the Company has calculated in the current year its taxation balances on the basis of the enacted (and substantively enacted ) legislation as discussed above.

ESTIMATES

Canadian GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes. Actual results could differ from those estimates.

SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

The table below sets forth selected financial data for each of the Company’s last eight quarters. The financial data is derived from the Company’s interim unaudited financial statements, which are prepared in accordance with Canadian GAAP.

Financial Data – Last Eight Quarters Three Months Ended Dec 08 Sep 08 Jun 08 Mar 08 Dec 07 Sep 07 Jun 07 Mar 07

Other Income/(Expense) $(‘000) 255,206 9,749 7,291 709 1,936 (2,454) 2,763 2,560 Net Income Profit/(Loss) $(‘000) 183,296 (680) (1,777) (8,159) (9,099) (9,259) (4,276) (6,781)Basic Earnings/(Loss) per share (dollars) 0.31 0.00 0.00 (0.01) (0.02) (0.02) (0.01) (0.01)Diluted Earnings/(Loss) per share (dollars) 0.30 0.00 0.00 (0.01) (0.02) (0.02) (0.01) (0.01)Basic weighted avg # of shares – Millions 593.65 592.96 582.65 565.73 564.71 561.75 553.78 471.73 Diluted weighted avg # of shares – Millions 611.16 610.29 599.25 609.14 603.55 601.17 594.97 522.20

OUTSTANDING SHARE DATA

The only class of securities of the Company outstanding as at December 31, 2008 is common shares. As at March 27, 2008, the company had 596,933,212 common shares outstanding.

Equinox has a 2007 Long Term Incentive Plan (the ‘Plan’). Options may be granted under the Plan to directors, officers, employees or service providers of Equinox. As at March 27, 2008, there were 22,675,003 incentive stock options outstanding with exercise prices ranging from Cdn$0.60 to Cdn$4.96 per share.

SUBSEQUENT EVENTS

Amendments to long term debt repayment scheduleOn March 26, 2009 the Company reached agreement with its debt financiers to restructure its senior debt repayment schedule. The main terms of the agreement are to smooth the principal debt repayments more evenly over the life of the loans without changing the tenor of the various facilities. The effect is that the 2009 calendar year principal repayments are $138.4 million, the majority of which is payable in September 2009.

Background to the Debt FacilitiesIn December 2006, Equinox signed a $582.7 million senior and subordinated limited recourse project finance facility for the completion of development and construction of the Lumwana Project. The facility is comprised of three tranches, $54.0 million subordinated debt facility, $364.0 million senior debt facility and $164.7 million asset backed facility. In response to the delay in commencement of commercial production caused by the fire incident at the Lumwana Project, the Company signed an $80.0 million extension to the above senior debt facility in September 2008.

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As a requirement of the Lumwana Project financing facility, the Company also established a $45.0 million cost overrun facility (‘COF’) for the Lumwana Project which, in certain circumstances, can also be utilized for debt repayment. The COF is structured as five $9 million convertible letters of credit which convert to Equinox common shares at a 6.75% discount to the prevailing TSX share price at the time of draw down, should that be required. As at December 31, 2008, the COF has not been utilized and remains available.

Result of Repayment RestructureThe restructuring of the Company’s senior debt obligations has resulted in a smoother repayment profile over the term of the loan facilities. The previous repayment profile reflected an amalgamation of the principal repayments originally due in March 2009 (which were deferred to September 2009 as a result of the fire incident) with those originally due in September 2009. Equinox has agreed to pay an additional 50 basis points margin from April 1, 2009 on the outstanding senior debt facilities (excluding the asset backed facility) for the duration of the facilities, in order to achieve this restructuring.

The schedule of future repayment dates for all facilities is as follows:

Repayment Profile $000 Within 1 year 138,367Within 1 to 2 years 136,598Within 2 to 3 years 127,855Within 3 to 4 years 113,576Within 4 to 5 years 75,463Thereafter 47,872 639,731

ADDITIONAL NOTES

Legal Proceedings, Disputes and Regulatory ActionsThe Company may be involved in legal proceedings from time to time, arising in the ordinary course of its business. Typically, the amount of ultimate liability with respect to these actions will not, in the opinion of management, materially affect Equinox’s financial position, statement of income or cash flows.

In assessing loss contingencies related to legal proceedings that are pending against Equinox or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reliably estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of loss cannot be reliably estimated, then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case we disclose the nature of the quantities. Legal fees incurred in connection with pending legal proceedings are expensed as incurred.

The Company announced on January 7, 2009 that it is in dispute with ZESCO Limited (‘ZESCO’), Zambia’s national power supply authority, over electricity charges believed by ZESCO to be incurred by the Company since late 2007. ZESCO have claimed invoice values totalling $9.0 million for the period up to December 31, 2008. However based on legal advice the Company has determined a value of $2.0 million is payable based on the terms of the contract. The Company disputes ZESCO’s claim, and has paid $2.0 million to ZESCO whilst conducting negotiations in an effort to resolve the matter.

The Protective Relief action initiated by the Company in response to the Notice of Termination initiated by ZESCO was heard in Lusaka High Court, Zambia on March 17, 2009 and has been adjourned until April 6, 2009, to allow the parties further opportunity to conclude negotiations.

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Scheduled tonnages of concentrate presented to the Mufulira Smelter of Mopani Copper Mines Plc (‘Mopani’), whilst in accordance with contract specifications, have not been accepted for delivery by Mopani and/or Glencore to date. Mopani and Glencore have claimed that the Lumwana concentrate does not meet contract specifications. Equinox maintains that the Lumwana concentrates are within the contract specifications and the shipments have been re-directed to international traders. Equinox is considering what claims it may have against Mopani and Glencore. At this stage it is unknown if this dispute will lead to legal proceedings.

Deed of Cross Guarantee On December 24, 2004, Equinox and certain Australian incorporated companies entered in to a Deed of Cross Guarantee (the ‘Deed’) under which each company guarantees the liabilities of all other companies that are a party to the Deed. The companies which form this ‘Closed Group’ (as defined by Australian Securities and Investments Commission Class Order 98/1418) are Equinox Minerals Limited, Equinox Resources Limited and Equinox Peru Ventures Limited.

Corporate Responsibility for Financial Reports The Company’s Chief Executive Officer (‘CEO’) and Chief Financial Officer (‘CFO’) are responsible for establishing and maintaining the Company’s disclosure controls and procedures. Access to material information with respect to the Company is facilitated by the small size of the Company’s senior management team. The CEO and CFO, after evaluating the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2008, have concluded that the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its subsidiaries would have been known to them.

Disclosure Controls and ProceduresThe Company’s disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is communicated to senior management, to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined under the rules of the Canadian Securities Administrators, was conducted as of December 31, 2008. Based on the results of that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this MD&A in providing reasonable assurance that the information required to be disclosed in the Company’s annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported in the securities legislation.

Internal Control over Financial ReportingInternal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements in compliance with Canadian GAAP. The Company’s internal control over financial reporting includes policies and procedures that:

n pertain to the maintenance of records that accurately and fairly reflect the transactions of the Company;

n provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP;

n ensure the Company’s receipts and expenditures are made only in accordance with authorization of management and the Company’s directors; and

n provide reasonable assurance regarding prevention or timely detection of unauthorized transactions that could have a material affect on the annual or interim financial statements.

An evaluation of the effectiveness of the Company’s internal control over financial reporting was conducted as of December 31, 2008 by the Company’s management, including the CEO and CFO. Based on this evaluation, management has concluded that the Company’s internal controls over financial reporting were effective.

There were no changes in the Company’s internal controls over financial reporting during the year ended December 31, 2008, that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

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Limitations of Controls and Procedures The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. Further, the design of a control system reflects the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

Significant Accounting ChangesOn January 1, 2008, the Company adopted three new accounting standards that were issued by the Canadian Institute of Chartered Accountants: (i) Handbook Section 1535, Capital Disclosures, (ii) Handbook Section 3862, Financial Instruments — Disclosure, and (iii) Handbook Section 3863 Financial Instruments — Presentation.

Capital Disclosures Section 1535 specifies the disclosure of: (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. Financial Instruments Disclosure and PresentationThe new Sections 3862 and 3863 replace Handbook Section 3861, ‘Financial Instruments — Disclosure and Presentation,’ revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

International Financial Reporting StandardsIn 2008, the Canadian Accounting Standards Board announced its decision to replace Canadian GAAP with International Financial Reporting Standards (‘IFRS’) for Canadian publicly accountable enterprises.

The effective change over date is January 1, 2011, at which time Canadian GAAP will cease to apply and will be replaced by IFRS. Following this timeline, the Company will issue its first set of interim financial statements prepared under IFRS in the first quarter of 2011, with one period of comparative information also compiled under IFRS.

Management has developed a project plan for the conversion to IFRS based on the Company’s current nature of operations. The conversion plan is comprised of three phases: IFRS diagnostic assessment, implementation and education, and completion of all integration system and process changes. The project is progressing as planned. Management is in the process of finalizing phase one, IFRS diagnostic assessment, which includes preliminary Canadian GAAP and IFRS comparison on key accounting issues applicable to the Company.

Due to anticipated changes in International Accounting Standards prior to our transition to IFRS, we are not in a position to determine the impact on our financial results.

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RISK FACTORS

The Company’s operations and results are subject to a number of different risks at any given time. These risk factors include, but are not limited to: unanticipated expenses or unforeseen delays and other contingencies that could have a material adverse effect on the ramp-up of the Lumwana Project; the exploration for, and development of, mineral deposits involves significant risks and there is no assurance that expenditures incurred in the search and evaluation of mineral deposits will result in discoveries of commercial quantities of ore; there is no assurance that production estimates can be achieved; there is no assurance that operating cost estimates can be achieved; Equinox has a substantial amount of indebtedness as a result of entering into the Lumwana Project debt facility and its ability to make principal and interest payments thereon depends on its ability to generate cash from mining operations; copper prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of Equinox; the development and success of the Luwmana Project is primarily dependent on the future price of copper; calculations of mineral reserves and mineral resources are estimates only; the quantity of mineral reserves and mineral resources may vary depending on, among other things, metal prices and any material change in the quantity of mineral reserves, mineral resources, grade or stripping ratio may affect the economic viability of the Lumwana Project; although Equinox has entered into ‘take and pay’ concentrate off-take agreements for copper concentrates to be produced by the Lumwana Project, there is no guarantee that Lumwana concentrates will always meet the required specifications, that the off-takers will perform to these contracts, that the Company will be able to negotiate additional off-take contracts or that the terms of such contracts will be economically viable; the Luwmana Project currently accounts for all of the Company’s mineral resources and reserves and, as such, Equinox’s performance is heavily dependent on the Luwmana Project; mining operations, such as those at the Luwmana Project, involve a high degree risks and operational hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in regulations and natural phenomena such as inclement weather conditions, floods and earthquates; Equinox does not insure against all potential risks associated with its operations; the current global financial crisis may impact Equinox’s ability to obtain equity or debt financing in the future on favourable terms and may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses; if Equinox fail to satisfy any covenant contained in the Lumwana Project debt facility, or if there is an event of default under the facility’s terms, there is no guarantee that Equinox will be able to obtain alternative financing on acceptable terms to satisfy the Company’s operating and development costs; Equinox’s operations and activities are subject to environmental laws and regulations, including the maintenance of air and water quality standards, land reclamation and the generation, transportation, storage and disposial of solid and hazardous waste; environmental legislation is evolving in a manner which will require stricter standards and assessments and greater enforcement; Equinox has assets and operations in certain countries where such assets and operations are subject to various political, economic and other uncertanties; in the event of a dispute arising from foreign operations, Equinox does not at present hedge currency futures and, although 30% of the first three years of copper production is hedged, there is no assurance that a commodity hedging program designed to reduce the risk associated with fluctuations in metal prices will be successful; Equinox is currently involved in certain legal disputes which, if unable to resolve favourably, may have a material adverse impact on its financial condition; Equinox’s title to its properties may be subject to challenge and the existence of possible undetected defects and the Company may be unable to operate its properties as permitted or may be required to enforce its rights with respect to its properties; and the Company’s ability to manage its operation, exploration and development activities depends on a small number of key employees, the loss of any of whom could have an adverse effect on the Company.

There are also key risks specific to the Lumwana Project, which include, but are not limited to, the following: road access to the Luwmana Project is limited to a single road; a failure by ZESCO to provide adequate power on a continuous basis could materially affect development and planned operations at Lumwana; the Luwana Project, which represents a majority of Equinox’s property, is located in Zambia which has historically experienced high levels of inflation;and proposed changes to the Zambian tax regime may have an adverse effect on the economics of the Lumwana Project.

The Company’s risk factors are discussed in detail in the Company’s AIF which is available on SEDAR at www.sedar.com and should be reviewed in conjunction with this document.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains ‘forward-looking information’ which may include, but is not limited to, statements with respect to the future financial or operating performances of Equinox, its subsidiaries and their respective projects, the timing and amount of estimated future production, estimated costs of future production, capital, operating and exploration expenditures, costs and timing of the development of the Lumwana Project, the future price of copper and uranium, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the costs of Equinox’s hedging policy, costs and timing of future exploration, requirements for additional capital, government regulation of exploration, development and mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, and limitations of insurance coverage. Often, but not always, forward-looking information can be identified by the use of words such as ‘plans’, ‘expects’, ‘is expected’, ‘is expecting’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or variations (including negative variations) of such words and phrases, or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’, or ‘will’ be taken, occur or be achieved. The purpose of forward-looking information is to provide the reader with information about management’s expectations and plans for 2009. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Equinox and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, those factors discussed in the section entitled ‘Risk Factors’ in the AIF. Although Equinox has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this MD&A based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Equinox disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.

CAUTIONARY NOTE REGARDING NON-CANADIAN GAAP PERFORMANCE MEASURES

The Company has a non-Canadian GAAP performance measure in this MD&A: ‘cash (C1) operating cost’. The Company believes that, in addition to conventional measures prepared in accordance with Canadian GAAP, certain investors use this information to evaluate the Company. It is intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with Canadian GAAP. Cash (C1) operating cost is a common performance measure in the copper industry and is prepared and presented herein on a basis consistent with the industry standard Brook Hunt definitions. Cash (C1) operating cost includes direct cash costs, minesite and realization costs through to refined metal.

CAUTIONARY NOTE REGARDING TECHNICAL INFORMATION

Technical information in this publication is summarized or extracted from the ‘‘Amended Technical Report on the Lumwana Copper Project, North West Province, Republic of Zambia’’ dated June 2008 (the ‘June 2008 Technical Report’), prepared by Michael Davis, Process Manager of Ausenco Services Pty Ltd., Ross Bertinshaw, Principal of Golder Associates Pty Ltd., Daniel Guibal, Corporate Consultant (Geostatistics & Resources) of SRK Consulting (Australasia) Pty Ltd., Andrew Daley, Director of Investor Resources Finance Pty Ltd., and Robert Hanbury, Associate Director of Knight Piésold Pty Ltd., each of whom is a ‘Qualified Person’ as such term is defined in National Instrument 43-101 — Standards of Disclosure for Mineral Projects (‘NI 43-101’). Information of a scientific or technical nature in this MD&A arising since the date of the June 2008 Technical Report has been prepared under the supervision of Robert Rigo, Vice President – Project Development of Equinox or John Cooke, the Exploration Manager of Equinox, each of whom is a ‘Qualified Person’ as such term is defined in NI 43-101.

Readers are cautioned not to rely solely on the summary of such information contained in this release, but should read the June 2008 Technical Report which is filed on SEDAR (www.sedar.com) and any future amendments to such report. Readers are also directed to the cautionary notices and disclaimers contained herein.

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39

Management’s Responsibility for Financial Reporting

The accompanying consolidated financial statements of Equinox Minerals Limited were prepared by management in accordance with Canadian generally accepted accounting principles. Management acknowledges responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances. The significant accounting policies of the Company are summarized in Note 2 to the consolidated financial statements.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors is responsible for reviewing and approving the consolidated financial statements and for ensuring that management fulfils its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The members of the Audit Committee are not officers of the Company. The Audit Committee meets with management as well as with the independent auditors to review the internal controls over the financial reporting process, the consolidated financial statements and the auditors’ report. The Audit Committee also reviews the Annual Report to ensure that the financial information reported therein is consistent with the information presented in the financial statements. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

Craig Williams Mike KlessensPRESIDENT AND CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

March 27, 2008

Equinox Minerals Limited Development Stage Company

Consolidated Financial StatementsDecember 31, 2008 and 2007 Expressed in thousands of US dollars, except where indicated

Auditors’ Report to the Shareholders of Equinox Minerals Limited

We have audited the consolidated balance sheets of Equinox Minerals Limited as at December 31, 2008 and 2007 and the consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years then ended. 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 conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

Chartered Accountants,Licensed Public AccountantsToronto, Ontario, CanadaMarch 27, 2008

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Consolidated Financial StatementsDecember 31, 2008 and 2007

December 31 December 31 Notes 2008 2007

ASSETS $000 $000Current assets Cash and cash equivalents 51,327 73,367 Accounts receivable 5 35,409 18,946 Inventories 6 27,473 — Current portion of derivative instruments 10 127,570 — Prepaid expenses and deposits 6,471 5,940 248,250 98,253

Restricted cash 7 26,076 25,601Property, plant and equipment 8 1,067,290 684,249Future income tax asset 4 — 15,555Derivative instruments 10 129,109 —Other financial assets 9 406 4,344 1,471,131 828,002

LIABILITIES Current liabilities Accounts payable and accrued liabilities 65,816 64,255 Current income tax liabilities 4 6,727 1,628 Current portion of future income tax liabilities 4 13,875 — Current portion of long term debt 11 138,367 13,466 Current portion of finance leases 17 923 — Current portion of derivative instruments 10 — 4,025 225,708 83,374

Long term debt 11 475,040 263,107Finance leases 17 3,418 —Future income tax liabilities 4 48,963 —Asset retirement obligation 12 5,358 3,025Long term compensation 13 269 421Derivative instruments 10 — 59,694Other provisions 2,167 43 760,923 409,664

SHAREHOLDERS’ EQUITY Share capital 14 581,477 499,715Retained earnings/(deficit) 108,343 (64,338)Contributed surplus 20,400 15,941Warrants 15 — 12,122Accumulated other comprehensive loss (12) (45,102) 710,208 418,338 1,471,131 828,002

Contingent liabilities 16 Commitments for expenditure 17

APPROVED BY THE BOARD

Craig Williams, DIRECTOR Peter Tomsett, DIRECTORThe accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Balance SheetsAs at December 31, 2008 and 2007

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Consolidated Statements of IncomeFor the years ended December 31, 2008 and 2007

Cumulative from inception December 31 December 31 on June 29 Notes 2008 2007 1993

$000 $000 $000 Other income 3 268,195 4,805 285,857 Expenditure Exploration 10,262 7,114 31,462 General and administration 8,388 11,194 32,414 Financing costs 3,660 2,595 6,255 Incentive stock options expensed 4,953 11,993 36,087 Share of loss of equity accounted investee — 867 1,325 Amortization of property, plant and equipment 314 145 1,130 27,577 33,908 108,673 Income/(loss) before income tax and non controlling interest 240,618 (29,103) 177,184 Income tax expense 4 (67,937) (312) (69,232) Non controlling interest — — 445 Net Income/(loss) for the period 172,681 (29,415) 108,397 Basic earnings/(loss) per share 0.30 (0.05) Diluted earnings per share 0.29 — Weighted average number of shares outstanding (000’s) 583,800 538,313 Diluted average number of shares outstanding (000’s) 601,312 —

Consolidated Statement of Comprehensive Income

Year ended Year ended December 31 December 31 2008 2007

Comprehensive income/(losses) $000 $000 Income/(loss) for the period 172,681 (29,415)Other comprehensive income/(losses) Losses on derivatives designated as cash flow hedges (net of tax) (40,197) (46,665) Gains on derivatives designated as cash flow hedges transferred to net income in the current period (net of tax) 86,862 — Fair value movements in available-for-sale securities (net of tax) (2,521) 651 Impairment loss on available-for-sale securities transferred to net income (net of tax) 946 —Total comprehensive income/(loss) 217,771 (75,429)

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

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Consolidated Statements of Changes in Shareholder’s EquityFor the years ended December 31, 2008 and 2007

December 31 December 31 2008 2007

Share capital $000 $000 Balance at start of period 499,715 304,217 Issue of shares 8,628 175,756 Share issue costs — (8,628) Conversion of stock options 1,400 28,225 Conversion of warrants 71,734 145 Balance at end of period 581,477 499,715 Retained earnings/(deficit) Balance at start of period (64,338) (34,868) Transition adjustment – Financial instruments (1) — (55) Net income/(loss) for the period 172,681 (29,415) Balance at end of period 108,343 (64,338) Contributed surplus Balance at start of period 15,941 18,894 Stock based compensation 5,040 12,073 Transferred to share capital on conversion of stock options (494) (14,946) Forfeited stock options (87) (80) Balance at end of period 20,400 15,941 Warrants Balance at start of period 12,122 — Fair value of warrants issued (refer note 15) — 12,147 Transferred to share capital on conversion of warrants (12,121) (25) Forfeited warrants (1) — Balance at end of period — 12,122 Accumulated other comprehensive income (loss) Balance at start of period (45,102) — Cumulative translation adjustment — (12) Transition adjustment – Financial instruments (1) — 924 Gains and (losses) on derivatives designated as cash flow hedges (net of tax) (40,197) (46,665) Gains and losses on derivatives designated as cash flow hedges in prior periods transferred to net income in the current period (net of tax) 86,862 — Fair value movements in available-for-sale securities (net of tax) (2,521) 651 Impairment loss on available-for-sale securities transferred to net income (net of tax) 946 — Balance at end of period (12) (45,102)

(1) The transition adjustment relates to the adoption of the new financial instruments accounting standards. Refer to Note 2.

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

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Consolidated Statements of Cash FlowsFor the years ended December 31, 2008 and 2007

Cumulative from Year ended Year ended inception on December 31 December 31 June 29 Notes 2008 2007 1993

Cash flows (used in) / provided by operating activities $000 $000 $000Net income/(loss) for the period 172,681 (29,415) 108,397Items not affecting cash: Amortization of property, plant and equipment 314 145 1,130 Unrealised foreign exchange loss / (gain) (903) 1,230 77 Incentive stock option expense 4,953 11,993 36,087 Share of loss of equity accounted investee — 867 1,325 Current income tax expense 5,099 — 5,099 Future income tax expense 62,838 312 63,150 Financing costs (33,003) (7,157) (40,160) Long term compensation expense (152) 421 269 Unrealised gains and (losses) on derivatives designated as cash flow hedges (347,656) — (347,656) Gains and losses on derivatives designated as cash flow hedges transferred to net income 89,478 — 89,478 Impairment loss on available-for-sale securities and other financial assets 2,318 — 2,318 Other 4 (6) (3,497)Changes in non-cash working capital Increase / (decrease) in accounts payable, accrued liabilities and employee future benefits (646) 970 2,192 (Increase) / decrease in inventories (27,473) — (27,475) (Increase) / decrease in accounts receivable and prepayments (9,483) (21,851) (31,499) (81,631) (42,491) (139,782)

Cash flows (used in) / provided by financing activities Issue of share capital 60,518 180,527 555,559 Share issue costs — (8,628) (24,996) Issue of warrants — 12,147 12,147 Proceeds from borrowings 349,967 356,123 719,817 Repayment of borrowings (23,587) (55,112) (85,699) Prepaid financing fees and transaction cost — (14,872) (32,852) Finance lease principal repayments — — (65) 386,898 470,185 1,143,911

Cash flows (used in) / provided by investing activities Deferred exploration and evaluation costs — — (37,903) Decrease / (increase) in restricted cash (475) (1,335) (26,075) Payments for property, plant and equipment (327,322) (420,313) (892,153) Proceeds from sale of property, plant and equipment — — 47 Promissory note receipts — — 375 (327,797) (421,648) (955,709)

Net (decrease) / increase in cash and cash equivalents (22,530) 6,046 48,420Cash and cash equivalents – start of period 73,367 66,238 —Effects of exchange rate changes on cash held in foreign currencies 490 1,083 2,907Cash and cash equivalents – end of period 51,327 73,367 51,327 Total interest payments made 31,466 3,149 35,991Non-cash financing and investing activities 21 The accompanying notes are an integral part of these consolidated financial statements.

1. NATURE OF OPERATIONS

Equinox Minerals Limited (‘EQN’ or the ‘Company’) is a resource company engaged in mining and exploration of mineral properties in Zambia. During the year the Company has been focused on completing construction of its Lumwana copper mine which is in the process of ramping up production but has not yet reached commercial production. The long term viability of the Company and recoverability of capitalized costs in relation to the Lumwana Project are dependent on the ability of the Company to successfully commission and profitably operate the Lumwana copper mine. There can be no assurances that the Company will be successful in commissioning the mine to achieve acceptable levels of commercial production.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation The consolidated financial statements incorporate the assets, liabilities and results of all entities controlled by the Company.

The effects of all transactions between entities in the consolidated group are eliminated in full. Where control of an entity is obtained during a financial year, its results are included in the consolidated statements of income

from the date on which control commences. Where control of an entity ceases during a financial year its results are included for that part of the year during which control exists.

(b) Use of Estimates The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and

assumptions that affect the amounts reported in the consolidated financial statements and related notes. Significant areas where management’s judgement is applied include reserve and resource estimation, employee stock options, future income taxes, fair values of derivative instruments, property valuations, asset retirement obligations and contingent liabilities. Actual results may differ from those estimates.

(c) Income Taxes The Company accounts for income taxes in accordance with the liability method. The determination of future tax assets and

liabilities is based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities, using substantively enacted tax rates in effect for the period in which the differences are expected to reverse. Future tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, it is more likely than not they will be realized.

(d) Exploration and Evaluation Costs Exploration and evaluation expenditure costs incurred by the entity are accumulated separately for each area of interest. Such

expenditure comprises net direct costs and an appropriate portion of related overhead and foreign exchange movement on loans directly attributable to the Project.

Exploration and evaluation expenditure for each area of interest is written off as incurred, unless such costs are expected to be

recouped through successful development and exploitation of the area of interest or, alternatively, by its sale. Expenditure is not deferred in respect of any area of interest or mineral resource unless the Company’s rights of tenure to that area of interest are current. Although the Company has taken steps to verify title to its areas of interest, these procedures do not guarantee the Company’s title. Such areas of interest may be subject to prior undetected agreements or transfers and title may be affected by such defects.

Deferred exploration and evaluation costs are transferred to mine development once a development decision has been

taken. Deferred exploration and evaluation costs will be amortised over the estimated useful life of the ore body, on a units of production basis, from the commencement of commercial extraction, or written off if the property is sold or abandoned.

Borrowing costs included in exploration and evaluation expenditure are those costs that would have been avoided if the

expenditure had not been incurred.


Notes to the Consolidated Financial StatementsFor the years ended December 31, 2008 and 2007

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Where impairment indicators are present management assesses the recoverable value of mineral properties and where they believe those values to be lower than the carrying values, such expenditure will be written down to fair value accordingly. Management’s estimate of fair values is subject to risks and uncertainties affecting the recoverability of the Company’s investment in these areas. Although management have made their best estimate of these factors based on current conditions, it is possible that changes could occur in the near term which could adversely affect this estimate of the recoverability of mineral properties, deferred exploration and evaluation costs.

(e) Foreign Currency Translations The Company employs the current rate method of translation for its self-sustaining operations. Under this method, all assets

and liabilities are translated at the year-end rates and all revenue and expense items are translated at the average monthly exchange rates for recognition in income. Differences arising from these foreign currency translations are recorded in accumulated other comprehensive income as a cumulative translation adjustment until they are realized by a reduction in the net investment.

The Company employs the temporal method of translation for its integrated operations. Under this method, monetary assets and liabilities are translated at the year-end rates and all other assets and liabilities are translated at applicable historical exchange rates. Revenue and expense items are translated at the rate of exchange in effect at the date the transactions are recognized in income, with the exception of amortization which is translated at the historical rate for the associated asset. Realized exchange gains and losses and currency translation adjustments are included in income.

(f) Revenue Revenue from sales of copper concentrate is recorded net of smelter treatment charges and deductions. Copper products

are sold under pricing arrangements whereby final prices are determined at a specified future date based on market copper prices. Revenue is recognised when title and risk pass to the customer using forward prices for the expected date of final settlements. Changes between the price recorded upon recognition of revenue and the final price due to fluctuations in copper market prices result in the existence of an embedded derivative in the accounts receivable. This embedded derivative is recorded at fair value, with changes in fair value classified as a component of revenue.

Incidental revenue earned prior to achieving commercial production is capitalized along with operating costs incurred in the same period to mine development asset.

(g) Property, Plant and Equipment Property, plant and equipment are recorded at cost less accumulated depletion and amortization. Interest and financing costs

that relate to the project and are incurred during the construction period are capitalized. The cost of each item of buildings, fixed plant, mobile machinery and equipment is written off over its expected useful life. Either the units-of-production or straight-line method may be used. The unit-of-production basis results in an amortization charge proportional to the depletion of the recoverable mineral resources. Each item’s economic life has due regard to both its own physical life limitations and to present assessment of recoverable mineral resources of the mine property at which the item is located, and to possible future variations in those assessments. Estimates of remaining useful lives are made on a regular basis for all mine buildings, fixed plant and mobile machinery and equipment, with annual reassessments for major items.

Mine property, plant and equipment amortization is calculated using the units of production method, or on a straight line basis over the estimated useful life of the asset if the assets useful life is less than the life of mine. The expected useful lives of other plant and equipment held are between three and ten years, and five years for buildings.

Major spares purchased specifically for particular plant are capitalized and amortized on the same basis as the plant to which they relate.

The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable based on future undiscounted cash flows. When assets are determined to be impaired, recorded asset values are revised to fair value and an impairment loss is recognized. This fair value is determined based on discounted cash flows, with the impairment loss being calculated as the excess of the carrying amount over the fair value.



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Construction in progress is accumulated and carried forward at cost until the construction is complete. On completion the asset is transferred to property, plant and equipment and is amortized over its expected useful life. Mine development costs are accumulated and carried forward at cost until the completion of the mine. On completion, the asset is amortized on a units of production basis.

(h) Derivatives and hedging The Company periodically enters into derivative instruments to mitigate exposures to copper commodity prices. Embedded

derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related.

Cash flow hedges are recognised initially at fair value, and attributable transaction costs are recognised in the income statement when incurred. Subsequent to initial recognition, changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized directly in equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognised in profit and loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive income remains there until the forecasted transaction occurs. If the forecasted transaction is no longer expected to occur, the cumulative gain or loss that was reported in OCI is immediately transferred to the income statement.

Fair values for derivative instruments held for trading are determined using valuation techniques. Valuations use assumptions based on market conditions existing at the balance sheet date. Realized gains and losses are recorded as a component of operating cash flow.

(i) EmployeeFutureBenefits

i) Wages, Salaries, Annual Leave and Sick Leave Liabilities for wages, salaries and annual leave are recognized when the liability is incurred, and are measured as the

amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognized when the leave is taken and measured at the rate paid or payable.

ii) Long Service Leave A liability for long service leave is recognized when the liability is incurred, and is measured at the present value of

expected future payments to be made in respect of services provided by employees up to the reporting date. Expected future payments are discounted using interest rates on high quality debt instruments with terms to maturity that match, as closely as possible, the estimated future cash outflows.

(j) Cash and Cash Equivalents Cash and cash equivalents are comprised of highly liquid investments with maturity of three months or less at the date of

original issue. It excludes cash subject to restrictions under long term debt facilities. (k) Earnings per Share Basic earnings per share is determined by dividing the net profit/(loss) by the weighted average number of ordinary shares

outstanding during the financial period. Diluted earnings per share is calculated using the ‘treasury stock’ method. Under this method, dilution is calculated based upon the net number of common shares issued, assuming ‘in the money’ options were exercised and the proceeds used to repurchase common shares at a weighted average market price.

(l) Asset Retirement Obligations The Company records asset retirement obligations at fair value in the period in which the liability is incurred. Fair value

is determined based on the estimated future cash flows required to settle the liability discounted at the Company’s credit adjusted risk free interest rate. The liability is adjusted for changes in the expected amounts and timing of cash flows required to discharge the liability and accreted over time to its full value. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and amortized over the expected useful life of the asset.

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(m) Long-Term Debt Long-term debt instruments are initially recognized at fair value, net of debt issuance costs incurred. Debt instruments are

subsequently valued at amortized cost. Debt issue costs are included in the balance of the underlying debt and amortized using the effective interest rate method.

(n) Stock-Based Compensation The Company may issue stock based compensation to directors, employees and external parties under the terms of its stock

option plans and deferred share unit (‘DSU’) plan. The Company expenses the fair value of stock options granted over the applicable vesting period. DSU’s vest immediately and the initial fair value is recognised as directors’ fees within general and administrative costs in the consolidated statement of income.

Stock options granted to directors, employees or external parties are recognized at fair value as an expense in equal instalments over the vesting period (except where the expense constitutes a borrowing cost and is deferred in accordance with note 2 (d)) and credited to the contributed surplus account. The expense is determined using an option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the current price and expected volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. Cash received from the exercise of options for common shares is credited to share capital.

The fair value of DSU’s at grant date is determined by reference to the average market share price of the Company over the five trading days immediately preceding the date of grant. Changes in their fair value are recorded in other income/expenses. The fair value of DSU’s is marked to the quoted market share price of the Company at each reporting date.

(o) Receivables Trade receivables are recognized initially at fair value and subsequently measured at amortised cost using the effective

interest rate method, less any provisions for impairment. Trade receivables are generally due for settlement within 90 days. The collectability of trade receivables is reviewed on an ongoing basis. Accounts which are known to be uncollectible are written off. A provision for impairment is raised when there is evidence that the Company will not be able to collect all amounts due.

(p) Inventories Inventories of broken ore and concentrate are physically measured or estimated and valued at the lower of cost and net

realizable value. Cost represents weighted average cost and includes direct costs and an appropriate portion of fixed and variable overhead expenditure, including depreciation and amortization.

Inventories of consumable supplies and spare parts to be used in production are valued at weighted average cost. Obsolete or damaged inventories are valued at net realizable value. A regular and ongoing review is undertaken to establish the extent of surplus items, and a provision is made for any potential loss on their disposal.

(q) Trade and Other Payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are

unpaid. The amounts are unsecured and are usually paid within 90 days of recognition.

(r) Investments

i) Available-for-sale investments Investments are classified as available-for-sale and recorded at fair value. Changes in their fair value net of tax are

recorded in other comprehensive income. The change in fair value of an investment appears in net income only when it is sold or impaired. Valuations of the investments have been determined based on a hierarchy of valuation principles, which have been applied based on publicly available information. The valuation approach applied is as follows:

n fair values of instruments traded in active markets are based on quoted market prices at the reporting date. n where instruments are not traded in an active market, fair value is determined using valuation techniques taking into

account market information for financial instruments with similar characteristics as the underlying instrument being valued.



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n where there is no comparable market information to determine the fair value of the instrument, fair value is calculated using other techniques, such as estimated discounted cash flows using contractual terms of the instrument, discount rates considered appropriate for the credit risk of the instrument and the current volatility in the market place.

When information or events indicate other than a temporary decline in value, the impairment loss is taken to the income statement in the period in which such events occur. Impairment losses recognized in net income for a financial instrument classified as available for sale are not reversed.

ii) Equity-accounted investments Investments in which the company has significant influence but does not have control are accounted for using the equity

method. Under the equity method, the investment is initially recorded at cost and the carrying value is adjusted thereafter, quarterly in arrears, to reflect the Company’s pro-rata share of post acquisition income or loss. The amount of adjustment is included in the determination of net income of the Company and the investment account of the Company is also increased or decreased to reflect the Company’s share of capital transactions and changes in accounting policies. The carrying values of equity investments are regularly reviewed against market values, based on the closing prices of recognised security exchanges, to ensure there is no impairment. When there is a loss in value that is other than a temporary decline, the investment is written down to recognise the loss.

(s) SignificantAccountingChanges On January 1, 2008, the Company adopted three new accounting standards that were issued by the Canadian Institute of

Chartered Accountants (CICA): Handbook Section 1535, Capital Disclosures, Handbook Section 3862, Financial Instruments — Disclosure, Handbook Section 3863 Financial Instruments — Presentation.

Capital Disclosures Section 1535 specifies the disclosure of: (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative

data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.

Financial Instruments Disclosure and Presentation The new Sections 3862 and 3863 replace Handbook Section 3861, ‘Financial Instruments — Disclosure and Presentation,’

revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

(t) Future Accounting Changes

International Financial Reporting Standards (‘IFRS’) In January 2006, the CICA’s Accounting Standards Board (‘AcSB’) formally adopted the strategy of replacing Canadian GAAP

with IFRS for Canadian enterprises with public accountability. The current conversion timetable calls for financial reporting under IFRS for accounting periods commencing on or after January 1, 2011. On February 13, 2008, the AcSB confirmed that the use of IFRS will be required in 2011 for publicly accountable profit-oriented enterprises. IFRS will be required for Equinox’s interim and annual financial statements for the fiscal year beginning January 1, 2011.

The Company is currently assessing the impact of IFRS on its consolidated financial statements.

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3. OTHER INCOME

2008 2007 $000 $000

Gains on derivatives designated as cash flow hedges 360,998 — Loss on derivatives designated as cash flow hedges transferred from other comprehensive income (89,478) — Foreign exchange (loss)/gain (4,159) 600 Losses on available-for-sale securities (632) — Impairment loss on available-for-sale securities (1,320) — Impairment loss on other financial assets (366) — Interest income 2,233 4,355 Long term compensation mark-to-market gain/(loss) 779 (142) Other 140 (8)

268,195 4,805

4. INCOME TAX

(a) Income tax expense

The income taxes shown in the consolidated statement of earnings differ from the amounts obtained by applying statutory rates to the earnings before provision for incomes taxes due to the following:

2008 2007 $000 $000 Profit/(loss) from ordinary activities before income tax expense 240,618 (29,103) Income taxes at Canadian statutory rates - 33.5% (2007: 36.12%) (80,607) (10,512) Difference in Tax Rates 7,840 1,574 Non-deductible expenses 9,088 — Tax benefits not recognized (4,258) (8,938) Income tax expense for the period (67,937) (312) Comprising: Current income tax (expense)/benefit (5,099) 333 Future income tax (expense) (62,838) (645)

Management estimate the Company’s tax losses carried forward at December 31, 2008 where no income tax benefit has been

brought to account are $26.2 million (2007: $33.1 million). No income tax benefit has been brought to account in respect of these losses, as this benefit is not considered more likely than not to be realized.

The Government of the Republic of Zambia (‘GRZ’) enacted on April 1, 2008, a number of changes to the Zambian tax regime, particularly in relation to mining companies. This includes changes to the tax treatment of hedging transactions, under which gains and losses on those transactions are taxes as a separate source. These changes, if applicable to the Company, could result in higher tax payments in Zambia, which may be material at higher commodity prices.

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On January 30, 2009, the Minister of Finance of the GRZ announced changes to the 2009 Budget which include the abolition of a number changes enacted in 2008, including the removal of the hedging activity quarantine provisions. The 2009 changes take effect on April 1, 2009 and management considers these changes to be substantively enacted for the purpose of calculating its tax balances.

The Company has entered into a Development Agreement with GRZ for its Lumwana Project which provides for stability in the regulatory environment, including taxation, and rights of independent arbitration in the event of any dispute. Following local and international legal advice, the Company believes that its Development Agreement overrides the current and planned changes to the Zambian tax regime.

Until it has resolved the uncertainty surrounding the application of the Development Agreement, the Company has calculated in the current year its taxation balances on the basis of the enacted (and substantively enacted) legislation as discussed above.

(b) Future income tax liability

The Company records future income tax assets and liabilities where temporary differences exist between the carrying amounts of assets and liabilities in the balance sheet and their tax bases. The measurement and recognition of future income tax assets and liabilities takes into account: enacted (and substantively enacted) rates that will apply when temporary differences reverse; interpretations of relevant tax legislation; tax planning strategies; estimates of the tax bases of assets and liabilities; and the deductibility of expenditures for income tax purposes.

The significant components of the Company’s future income tax assets and liabilities are as follows:

December 31 December 31 2008 2007 $000 $000 Future income tax asset Derivative instruments losses — 15,555 Non-capital losses carry forwards 303,806 202,230 Provisions 2,737 1,593 Other 4,701 — 311,244 219,378

Future income tax liability Property, plant and equipment 292,187 203,490 Unrealised gains on derivative instruments 78,982 — Available for sale securities — 333 Other 2,913 — 374,082 203,823

Net future income tax asset (liability) (62,838) 15,555 Less: current portion (13,875) — Total non-current future income tax asset (liability) (48,963) 15,555



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5. ACCOUNTS RECEIVABLE December 31 December 31 2008 2007 $000 $000

Trade accounts receivable 27,556 1,269 VAT receivable 7,220 17,445 Other receivables 633 232

Total accounts receivable 35,409 18,946

6. INVENTORIES December 31 December 31 2008 2007 $000 $000 Consumable stores – at cost 15,016 — Ore stockpiles – at net realisable value 12,457 —

Total inventories 27,473 —

7. RESTRICTED CASH December 31 December 31 2008 2007 $000 $000 Cash deposits held as security 26,076 25,601

As at December 31, 2008, $25.3 million (2007: $25.3 million) plus accumulated interest is deposited in a demobilisation cost reserve account as required under the terms of the Lumwana mining fleet finance agreement and will remain for the duration of the debt facility. In addition, cash deposits were held as security in relation to office premises and exploration tenements.

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8. PROPERTY, PLANT AND EQUIPMENT December 31 December 31 2008 2007 $000 $000 Buildings Buildings – at cost 6,426 126 Less: accumulated amortization (155) (100) 6,271 26 Plant & equipment Plant & equipment - at cost 200,731 88,682 Less: accumulated amortization (30,588) (6,974) 170,143 81,708 Construction in progress – at cost 548,271 397,567 Mine development – at cost 342,605 204,948

Total property, plant and equipment 1,067,290 684,249

Mine development includes capitalized interest for the year ended December 31, 2008 of $36.2 million (2007: $7.5 million).

(a) Leased Assets

Plant and equipment includes the following amounts where the Company is a lessee under a finance lease: December 31 December 31 2008 2007 $000 $000 Leased equipment Plant & equipment – at cost 6,289 — Less: accumulated amortization (2,017) —

Total leased plant and equipment 4,272 —

9. OTHER FINANCIAL ASSETS December 31 December 31 2008 2007 $000 $000

Alturas promissory note (a) — 341 Available-for-sale securities at fair value – Liontown (b) 62 1,815 Available-for-sale securities at fair value – Alturas (c) 344 2,188 Total other financial assets 406 4,344



(a) Alturas promissory note

On March 31, 2006 Alturas issued a $0.75 million promissory note to Equinox in order to reduce the over contribution Equinox had made with respect to each company’s proportion of shareholding. This promissory note is non interest bearing and payable on March 31, 2010.

On November 28, 2006, Alturas repaid $0.375 million of the balance due on the promissory note. Alturas has the right to repay the remaining balance in whole at any time and the promissory note is non-assignable.

An impairment loss of $0.34 million was recognised in the income statement during the year ended December 31, 2008. This represents the remaining balance receivable on the promissory note. In making this determination, the Company considered the financial health and business outlook for Alturas.

(b) Available-for-sale securities – Liontown

The leases, on which Equinox was previously exploring for nickel in Western Australia through the Cowan Nickel Joint Venture and its tenements in Northwest Queensland, have been transferred to a new company, Liontown Resources Limited (‘Liontown’), which is listed on the ASX and trades under the symbol ‘LTR’.

As consideration for the tenements, Equinox received 9,000,000 Liontown shares with a fair value at date of sale of A$0.20 per share for a total of $1.4 million (A$1.8 million). At December 31, 2008, Equinox owned approximately 9.6% of the outstanding shares in Liontown. The market value of the Company’s investment in Liontown based on the closing share price of A$0.01 at December 31, 2008 is $0.06 million (A$0.09 million).

For the year ended December 31, 2008, the Company has determined that the reduction in value of this investment is other than temporary. In making this determination, the Company considered the decline in the investment’s fair value against its cost, along with the financial health of and business outlook for Liontown. An impairment loss of $1.2 million was recognized in the income statement for the year ended December 31, 2008.

(c) Available-for-sale securities – Alturas

At December 31, 2008, Equinox owned approximately 17.6% of the outstanding shares in Alturas. The market value of the Company’s investment in Alturas based on the closing share price of C$0.045 at December 31, 2008 is $0.3 million (C$0.4 million).

For the year ended December 31, 2008, the Company has determined that this investment is impaired. In making this determination, the Company considered the decline in the investment’s fair value against its cost, along with the financial health of and business outlook for Alturas. An impairment loss of $0.2 million was recognized in the income statement for the year ended December 31, 2008.

10. DERIVATIVE INSTRUMENTS

As at December 31, 2008 and pursuant to the lending requirements for the Lumwana Project $582.7 million debt facility, the Company has entered into a number of copper put options and forward contracts relating to a proportion of its expected copper production at the Lumwana mine designed to provide protection from exposure to the copper price.

Upon entering into the copper put option contracts, the Company incurred a premium of $86.5 million which is due and payable on expiry of the underlying contracts between October 2008 and March 2011. There is no premium or cost associated with the copper forward contracts.

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For accounting purposes, these contracts were designated at inception as hedges of the anticipated sale of copper cathode. Due to contractual uncertainties relating to a tolling off-take agreement the Lumwana mine will not produce copper cathode for sale. As a result, it is probable that the forecasted transactions that were being hedged will no longer occur; therefore hedge accounting has been discontinued.

Where hedge accounting is discontinued in these circumstances, gains or losses on the hedge instruments in that period must be recognized in the income statement. Furthermore, any cumulative gain or loss on those hedge instruments, previously reported in other comprehensive income, are immediately transferred to the income statement.

A mark to market gain of $361.0 million on the bought put options and forward contracts has been recorded in the income statement in the current period. The mark to market loss on those hedge contracts previously deferred in other comprehensive income of $89.5 million has been recorded in the income statement in the current period.

The mark to market fair value of all contracts is based on independently provided market rates and determined using standard valuation techniques. These techniques include the impact of counterparty credit risk. The spot price of copper at December 31, 2008 used for the mark to market valuations was $1.38/lb.

The following table summarizes the copper derivatives in place:

2009 2010 2011 Total

Copper put options: Tonnes 26,770 24,400 5,000 56,170 Average price ($/tonne) $6,169 $5,673 $5,364 $7,328 Average price ($/lb) $2.80 $2.57 $2.43 $3.32 Copper forwards: Tonnes 27,055 33,080 8,280 68,415 Average price ($/tonne) $6,075 $5,663 $5,367 $5,790 Average price ($/lb) $2.76 $2.57 $2.43 $2.63

Derivative financial instrument assets/(liabilities) included in the balance sheet comprise:

December 31 December 31 2008 2007 $000 $000

Fair value of copper forwards 171,651 (41,557) Fair value of copper put options 85,027 (22,162) Balance – end of period 256,678 (63,719) Less: current portion (127,570) 4,025 Total non-current derivative instruments 129,109 (59,694)



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The following table summarizes the derivative instrument losses reclassified from accumulated other comprehensive income to other income and expense, as a result of the discontinuation of hedge accounting:


Balance – start of period (46,665) — Net unrealised derivative instrument losses (24,642) (62,220) Future tax assets on financial instrument (note 4) (15,555) 15,555 Gains and losses on derivatives designated as cash flow hedges transferred to net income 86,862 —

Balance – end of period — (46,665)

11. LONG TERM DEBT

The following table summarizes the Company’s long term debt:


EIB €7 million unsecured loan (a) 7,400 9,015 Lumwana Project finance facility net of costs (b) 606,007 267,558 Balance – end of period 613,407 276,573 Less: current portion (138,367) (13,466)

Total non-current long term debt 475,040 263,107

(a) EIB loan - unsecured

The Euro based loan, issued by the European Investment Bank (‘EIB’), has a thirteen year term, expiring in 2014. Under the terms of the loan facility, the repayment of the principal will be in eight annual equal instalments until September 2014, the first instalment of $1.2 million was paid in September 2007. Interest is paid annually on September 30, and was fixed at 5.26% per annum up to September 30, 2007 after which it has converted to a variable rate that adjusts on a sliding scale related to the price of copper from time to time. Interest on the loan for the year ended December 31, 2008 was $1.5 million (2007: $0.7 million) with interest paid up to September 30, 2008 of $1.5 million (2007: $0.5 million). The carrying value has been adjusted in accordance with the Company’s foreign exchange accounting policy.

(b) Lumwana Project financing facility

In December 2006, Equinox signed a US$582.7 million senior and subordinated Project finance facility for the completion of development and construction of the Lumwana Project located in the North Western Province of the Republic of Zambia. The facility is comprised of three tranches, $54.0 million subordinated debt facility, $364.0 million senior debt facility and $164.7 million asset backed facility. In response to the delay in commencement of commercial production caused by the fire incident at the Lumwana Project, the Company signed an $80.0 million extension to the above senior debt facility in September 2008.

The different tranches of the Project debt facility carry interest rates of LIBOR plus a margin range of between 85 – 440 basis points during the construction period, then 85 – 390 basis points subsequent to the completion of construction pursuant to the relevant Facility Agreements. The debt facilities have tenure of between 7-9 years, with scheduled repayments that commenced in December 2007. The security for the debt facilities includes a fixed and floating charge over the assets and assignment of all contract agreements of Lumwana Mining Company Limited. In addition, a parent company guarantee is in place that requires Equinox to do all things necessary to cause the Project to achieve Project completion by no later than December 31, 2009.

Interest on the facility for the year ended December 31, 2008 was $34.7 million (2007: $6.2 million) with interest paid of $29.7 million (2007: $2.1 million).

As a requirement of the Lumwana Project financing facility, the Company has established a $45.0 million cost overrun facility for the Lumwana Project should any cost overrun occur. The cost overrun facility is structured as five $9 million convertible letters of credit which convert to Equinox common shares at a 6.75% discount to the prevailing TSX share price at the time of draw down, should that be required. As at 31 December, 2008, this facility has not been utilised.

On March 26, 2009 the Company reached agreement with its debt financiers to restructure its senior debt repayment schedule. The main terms of the agreement are to smooth the principal debt repayments more evenly over the life of the loans without changing the tenor of the various facilities. The figures presented in these financial statements reflect the amended long term debt repayment schedule. As a result of the amendments certain amounts, that would otherwise have been have been payable within 12 months of balance sheet date, have been rescheduled and are therefore included in long term debt due after December 31, 2009. Refer to note 22 for further details.

The schedule of combined future repayment dates of the EIB loan and the Lumwana Project financing facility are as follows:

EIB unsecured Lumwana Total loan Project $000 $000 $000 Within 1 year 1,233 137,134 138,367 Within 1 to 2 years 1,233 135,365 136,598 Within 2 to 3 years 1,233 126,622 127,855 Within 3 to 4 years 1,233 112,343 113,576 Within 4 to 5 years 1,233 74,229 75,462 Thereafter 1,235 46,638 47,873 7,400 632,331 639,731 Balance of finance fees – end of period — (26,324) (26,324)

7,400 606,007 613,407

(c) FMO financing facility

On December 24, 2008, Equinox signed a debt facility with Nederlandse Financierings-Maatshappij voor Ontwikkelingslanden N.V. (‘FMO’) to provide a total of US$25 million being recoupment of costs associated with the development and construction of Lumwana town infrastructure. Debt drawdown can commence once Equinox meets a number of conditions precedent.

The FMO financing facility carries an interest rate of LIBOR plus a margin of 650 basis points and may be converted to a fixed interest rate at the Company’s discretion. The FMO debt facility has a tenor of 15 years, with the first three years being interest only and the scheduled principal repayments commencing in January 2012.

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12. ASSET RETIREMENT OBLIGATION

The Company has restoration and remediation obligations associated with its Lumwana mine. The following table summarizes the movements in the asset retirement obligation:


Balance – start of period 3,025 2,424 Recognition of new obligation 1,963 444 Accretion expense 370 157

Balance – end of period 5,358 3,025

The asset retirement obligations have been recorded as a liability at fair value based on the estimated future cash flows required to settle the liability discounted at the Company’s credit adjusted risk free interest rate. The fair value has been calculated assuming a credit adjusted risk free discount rate of 6.95% as at December 31, 2008 and an inflation factor of 2.5%. Although the ultimate amount to be incurred is uncertain, management has at December 31, 2008 estimated the asset retirement cost of work completed to date using an expected mine life of 16 years and a total undiscounted estimated cash flow for the asset retirement obligation of $15.7 million.

13. LONG TERM COMPENSATION

The Company established a Deferred Share Unit (‘DSU’) Plan for its directors with each DSU having the same value as one Equinox common share.

Under the DSU Plan, effective July 1, 2007, directors can elect to receive a portion of their annual compensation in the form of DSU’s. The DSU’s vest immediately and are redeemable in cash on the date the director ceases to be a director of the Company. During the year, 165,710 DSU’s were granted under the DSU Plan and $0.6 million was recognised as directors’ fees within general and administrative costs. Outstanding DSU’s were marked to market at December 31, 2008, and as a result of the decrease in the market value of the Company’s shares $0.8 million was credited to other income (note 3).

Year ended Year ended December 31, 2008 December 31, 2007

Deferred Share Units Number $000 Number $000 Balance – start of period 75,581 421 — — Issued during the period 165,710 627 75,581 279 Mark to market fair value adjustments — (779) — 142

Balance – end of period 241,291 269 75,581 421

14. SHARE CAPITAL

(a) Authorised capital

The number of authorised ordinary shares of the Company is unlimited.

(b) Movement in ordinary share capital:

Date Details No. of Shares Issue Price C$’000 US$’000

Balance at December 31, 2007 564,966,871 499,715 January 2008 Warrants exercised 14,000 38 Issue of shares 823,752 C$5.39 4,440 4,314 February 2008 Stock options exercised 136,667 148 Warrants exercised 1,000 3 March 2008 Stock options exercised 70,000 202 Warrants exercised 71,539 195 April 2008 Warrants exercised 1,448,650 3,963 May 2008 Warrants exercised 24,814,046 67,535 June 2008 Stock options exercised 613,333 1,050 December 2008 Issue of shares 3,973,354 C$1.3411 5,329 4,314

Balance at December 31, 2008 596,933,212 581,477

On January 18, 2008, Equinox issued 823,752 shares to the Lumwana Project EPC contractors, being a portion of the third

milestone payment under the terms of the EPC contract. Refer to note 21. On December 15, 2008, Equinox issued 3,973,354 shares to the Lumwana Project EPC contractors, being a portion of the fourth

and final milestone payment under the terms of the EPC contract. Refer to note 21.

(c) Stock Options Equinox established an employee Incentive Plan in June 2004 (the ‘Plan’). Options may be granted under the Plan to such

directors, officers, employees or service providers of Equinox and its subsidiaries as the Compensation Committee of the Board of Directors may from time to time designate. The exercise price of any options granted under the Plan shall be not less than the average market price over the five trading days immediately preceding the date of grant. The Plan provides that the total number of Equinox common shares which may be issued pursuant to the Plan shall not exceed a number of common shares equal to 10% of the estimated number of issued and outstanding shares. The number of Equinox common shares which may be reserved for issuance pursuant to the Plan (or any other employee-related plan or options for services) must not exceed 10% of the total number of issued shares in the same class at the time of offer and must not exceed 5%, to any one person, of the Equinox common shares issued and outstanding on a non-diluted basis from time to time.

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All options granted prior to December 2008 vest in three tranches, one third of any options granted may be exercised immediately, another third during the period commencing 12 months after the date of grant, and the final third after 24 months from the date of grant. Options granted during December 2008 vest in three tranches, one third of any options granted may be exercised 12 months after the date of grant, another third during the period commencing 24 months after the date of grant, and the final third after 36 months from the date of grant Options granted under the Plan are not transferable or assignable other than by the prior written consent of the Board of Directors of Equinox and subject to the rules of the relevant stock exchange.

The following table summarizes the stock options outstanding and exercisable at December 31, 2008: Outstanding Options Exercisable Options Number Weighted Weighted Average Number Weighted of Average Remaining of Average Options Exercise Price Contractual Life Options Exercise Price (Years) Outstanding at December 31, 2006 29,523,566 C$0.91 7.7 26,665,222 C$0.87 Options issued, vesting over 2 years 7,210,000 C$2.24 9.3 2,393,323 C$2.24 Options issued, vesting over 2 years 1,225,000 C$3.33 9.5 408,333 C$3.33 Options issued, vesting over 2 years 225,000 C$4.96 10.0 74,997 C$4.96 Options exercised (17,020,228) C$0.84 — (17,020,228) C$0.84 Options forfeited or expired (178,335) C$1.44 — (31,667) C$1.45

Outstanding at December 31, 2007 20,985,003 C$1.51 8.3 12,489,980 C$1.18

Options issued, vesting over 2 years 310,000 C$4.96 8.9 206,666 C$4.96 Options issued, vesting over 2 years 500,000 C$4.66 9.3 166,666 C$4.66 Options issued, vesting over 2 years 1,850,000 C$1.35 10.0 — — Options vested — — — 5,618,343 C$1.77 Options exercised (820,000) C$1.10 — (820,000) C$1.10 Options forfeited or expired (150,000) C$1.61 — (150,000) C$1.61 Outstanding at December 31, 2008 22,675,003 C$1.63 7.6 17,511,655 C$1.44

Available for grant at December 31, 2008 37,018,318

The fair value of the 2,660,000 options granted during the year under the terms of the 2008 Incentive Stock Option Plan has been estimated at the date of grant using the Black-Scholes option pricing model using the following assumptions: risk-free interest rate of 1.79% to 3.13%; no dividend yield; volatility factor of the expected market price of the Company’s common stock of 60% to 70%; and an expected life of options of between 3 and 8 years. The estimated fair value of the 2,660,000 options granted amounts to $3.3 million, is charged to expense, and contributed surplus over the period the options vest.

Stock-based compensation charged to earnings amounts to $4.9 million for the year ended December 31, 2008 (2007: $11.9

million). As at December 31, 2008, the aggregate fair value of unvested stock options granted and to be charged to income in future periods amounted to $2.5 million (2007: $4.3 million).

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15. WARRANTS

Warrants to purchase common shares that have been granted were as follows:

Date Details No. of Warrants Exercise Price US$’000 Balance at December 31, 2007 26,352,170 12,122 January 2008 Warrants exercised (14,000) C$2.30 (6) February 2008 Warrants exercised (1,000) C$2.30 (1) March 2008 Warrants exercised (71,539) C$2.30 (33) April 2008 Warrants exercised (1,448,650) C$2.30 (666) May 2008 Warrants exercised (24,814,046) C$2.30 (11,415) May 2008 Warrants expired (2,935) C$2.30 (1)

Balance at September 30, 2008 — —

On March 6, 2007, a Canadian public offering closed with the issue of 105,625,000 units, each unit consisting of one common share of the Company and one-quarter of a common share purchase warrant of the Company. Each whole warrant entitled the holder to purchase one common share at an exercise price of C$2.30 on or before May 6, 2008. Warrants not exercised on or before May 6, 2008 expired.

16. CONTINGENT LIABILITIES

(a) Contingent liabilities

December 31 December 31 2008 2007 $000 $000 The Company has contingent liabilities as follows: Bank guarantees and letters of credit in respect of Leased premises – secured by cash deposits 28 35 Exploration permits – secured by cash deposits 23 30 51 65

The Company may be involved in legal proceedings from time to time, arising in the ordinary course of its business. Typically, the amount of ultimate liability with respect to these actions will not, in the opinion of management, materially affect Equinox’s financial position, statement of income or cash flows.

In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reliably estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of loss cannot be reliably estimated, then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case we disclose the nature of the quantities. Legal fees incurred in connection with pending legal proceedings are expensed as incurred.



The Company announced on January 7, 2009 that it is in dispute with ZESCO Limited (‘ZESCO’), Zambia’s national power supply authority, over electricity charges believed by ZESCO to be incurred by the Company since late 2007. ZESCO have claimed invoice values totalling $9.0 million for the period up to December 31, 2008. However based on legal advice the Company has determined a value of $2.0 million is payable based on the terms of the contract. The Company disputes ZESCO’s claim, and has paid $2.0 million to ZESCO whilst conducting negotiations in an effort to resolve the matter.

The Protective Relief action initiated by the Company in response to the Notice of Termination initiated by ZESCO was heard in Lusaka High Court, Zambia on March 17, 2009 and has been adjourned until April 6, 2009, to allow the parties further opportunity to conclude negotiations.

Scheduled tonnages of concentrate presented to the Mufulira Smelter of Mopani Copper Mines Plc (‘Mopani’), whilst in accordance with contract specifications, have not been accepted for delivery by Mopani and/or Glencore to date. Mopani and Glencore have claimed that the Lumwana concentrate does not meet contract specifications. Equinox maintains that the Lumwana concentrates are within the contract specifications and the shipments have been re-directed to international traders. Equinox is considering what claims it may have against Mopani and Glencore. At this stage it is unknown if this dispute will lead to legal proceedings.

(b) Contingent gains The Company has a Construction Risk Material Damage and Delay in Start Up Insurance Policy (the ‘Policy’) in place for the

construction phase of the Lumwana Project. As a result of the fire incident on July 7, 2008, Equinox has lodged an interim delay in start up claim. The delay in start up terms of the Policy allow Equinox to claim debt servicing costs, fixed costs and increased costs of working from the anticipated commencement date to the actual commencement date, less a deductible period of 60 days.

All insurance proceeds received will be offset against capitalized mine development costs.

In management’s opinion, estimate of the value of the claim cannot be reliably made.

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17. COMMITMENTS FOR EXPENDITURE (a) Exploration Expenditure Commitments In order to maintain current rights of tenure to exploration tenements, the Company has discretionary exploration expenditure

commitments as at December 31, 2008 of $0.5 million (2007: $0.5 million) for the next year. These obligations are not provided for in the financial statements.

No estimate has been given beyond one year, as this is dependent upon management’s review of operations in the short to medium term. Commitments for all tenement expenditure can be terminated at any date by forfeiture, exemption, sale or assignment of the tenements.

(b) Lumwana Mine Capital Commitments

The outstanding capital commitments of the Company relating to the construction of the Lumwana mine and town at December 31, 2008 are:


Within 1 year 14,962 242,755 Within 1 to 2 years — — Total commitments 14,962 242,755

(c) Lease commitments

December 31 December 31 2008 2007 $000 $000 Operating leases Commitments for minimum lease payments in relation to non cancellable operating leases are payable: Within 1 year 227 234 Within 1 to 2 years 205 233 Within 2 to 3 years 208 244 Within 3 to 4 years 86 257 Within 4 to 5 years — 109 5+ years — —

Total commitments 726 1,077

These operating leases are for office premises and office equipment and expire between 2009 and 2012.



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Finance Leases

The Company leases various plant and equipment with a carrying amount of $4.3 million (2007: Nil) under finance leases expiring between 2 and 15 years.


Commitments for minimum lease payments in relation to finance leases are payable: Within 1 year 1,269 — Within 1 to 2 years 485 — Within 2 to 3 years 434 — Within 3 to 4 years 434 — Within 4 to 5 years 434 — 5+ years 4,270 — Total commitments 7,326 — Future finance charges (2,985) — Recognised as a liability 4,341 —

Representing lease liabilities classified as: Current 923 Non—current 3,418 —

4,341 —

18. SEGMENT INFORMATION The Company’s reportable operating segments are based on strategic business units that are managed separately. Lumwana Construction of the Lumwana Project in northwest Zambia commenced in 2006 with commercial production expected to be

achieved in 2009. Exploration Equinox controls ground positions over 3 of the 4 mineralized ‘domes’ in Zambia, located predominantly in North Western

Zambia and on the Zambian Copperbelt. The Company is actively exploring this area for copper and uranium resources. Corporate The corporate segment is responsible for regulatory reporting and corporate administration. For the year ended December 31, 2008 segment information is presented as follows: Lumwana Exploration Corporate Total

$000 $000 $000 $000 Interest received 1,226 3 1,004 2,233 Other income/(expense) 259,324 (775) 7,413 265,962 Operating expenses (4,697) (9,018) (13,548) (27,263) Amortization of property, plant and equipment — (251) (63) (314) Segment profit/(loss) before income tax 255,853 (10,041) (5,194) 240,618 Income taxes (67,473) — (464) (67,937) Segment profit/(loss) 188,380 (10,041) (5,658) 172,681 Property, plant and equipment 1,065,517 528 1,245 1,067,290 Total assets 1,444,692 1,205 25,234 1,471,131 For the year ended December 31, 2007 segment information is presented as follows: Lumwana Exploration Corporate Total

$000 $000 $000 $000 Interest received 2,555 — 1,800 4,355 Other income/(expense) (11,588) 256 11,782 450 Share of loss of equity accounted investee — — (867) (867) Operating expenses (6,782) (5,393) (20,721) (32,896) Amortization of property, plant and equipment — (76) (69) (145) Segment loss before income tax (15,815) (5,213) (8,075) (29,103) Income taxes (645) — 333 (312) Segment loss (16,460) (5,213) (7,742) (29,415) Property, plant and equipment 676,749 374 126 677,249 Total assets 809,447 557 17,998 828,002

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Geographical Reporting The Company’s Lumwana Project and active exploration programs are both located in Zambia. The Canadian segment is

entirely corporate whilst the Australian segment carries out corporate activities, manages engineering studies and hosts some exploration tenements currently joint-ventured out.

The total assets located by geographical areas are as follows:

Geographical Reporting December 31 December 31 2008 2007 $000 $000

Zambia 1,445,896 810,003 Australia 6,088 14,756 Canada 19,147 3,243

1,471,131 828,002

19. FINANCIAL INSTRUMENTS

The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Company. The Company uses derivative financial instruments such as bought copper put options and forward contracts to hedge certain market risks. Derivatives are exclusively used for hedging purposes. The Company does not use derivatives to engage in any trading or other speculative activities.

The Company uses various methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and aging analysis for credit risk.

Risk management is carried out by management in conjunction with an outsourced treasury management organization.

(a) Market risk

(i) Foreign exchange risk The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a

currency that is not the Company’s functional currency.

The Company’s risk management policy is to review its exposure to non-US dollar forecast operating costs on a case by case basis. Revenue from forecast copper sales is denominated in US Dollars, as is the majority of the Company’s forecast operating costs. The risk is measured using sensitivity analysis and cash flow forecasting.

The carrying amount of the Company’s foreign currency denominated monetary assets and liabilities at the reporting date is as follows:

Assets Liabilities

$000 $000 Australian Dollars 1,320 2,037 Zambian Kwacha 13,033 1,760 Euros — 3,954 South African Rand — 489 Canadian Dollars 500 269 Other — 14

14,853 8,523

Sensitivity Based on the financial instruments held at December 31, 2008, had the US Dollar weakened/strengthened by 10% against

these foreign currencies with all other variables held constant, the Company’s after-tax profit for the year to date would have been $0.6 million higher/lower as a result of foreign exchange gains/losses on translation of non-US dollar denominated financial instruments as detailed above. Equity would have been $0.6 million higher/lower had the US Dollar weakened/strengthened by 10% as a result of foreign exchange gains/losses on translation of non-US dollar denominated financial instruments.

(ii) Price risk

Commodity price risk Commodity price risk is the risk of financial loss resulting from movements in the price of the Company’s commodity inputs

and outputs. The Company is exposed to commodity price risk arising from revenue derived from forecast future copper sales.

Commodity risk is managed through the use of derivative instruments such as forward and option contracts to economically hedge a proportion of its forecast production. Equinox has hedged approximately 30% of the initial 3 years of expected Lumwana copper production, 15% with forward contracts and 15% with put options. As explained at note 10, for accounting purposes, these instruments no longer qualify for hedge accounting.

Sensitivity At December 31, 2008, if the spot price of copper had been 10% higher/lower while all other variables were held constant

after-tax profit for the year to date would decrease/increase by $25.9/$26.3 million as a result of changes in the fair value of the derivative instruments. Equity would decrease/increase by $25.9/$26.3 million as a result of the changes in fair value of the derivative instruments.

Other price risk The Company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic

rather than trading purposes. The Company does not actively trade these investments, therefore does not actively manage the associated price risk.

Sensitivity At December 31, 2008, if the inputs into the valuation model had been 10% higher/lower while all other variables were held

constant after-tax profit for the year to date would increase/decrease by $0.04 million as a result of the changes in fair value of the available-for-sale securities. Equity would increase/decrease by $0.04 million as a result of the changes in fair value of the available-for-sale securities.

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(iii) Cash flow fair value interest rate risk The Company’s main interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the

Group to cash flow interest rate risk. The Company’s risk management policy is to review its exposure to interest rates on a case by case basis. Current long term

debt is a mix of fixed and variable interest rate loans.

As at the reporting date the Company had the following variable rate borrowings outstanding:

Weighted average Contractual interest rate cash flows % $000 Long term debt (variable interest component) 4.85% 486,379

In addition, the interest rate applicable on the €7 million loan, issued by the European Investment Bank, is variable and adjusts on a sliding scale related to the price of copper from time to time.

Sensitivity At December 31, 2008, if interest rates had increased/decreased by 100 basis points from the year-end rates with all other

variables held constant, after-tax profit for the year to date would have been $1.5 million higher/lower, as a result of higher/lower interest income from cash and cash equivalents and increased/decreased ineffectiveness of the copper put options. Equity would have been $1.5 million higher/lower as a result of interest income from cash and cash equivalents.

Due to the Lumwana Project not yet reaching commercial production, all interest associated with the Lumwana Project financing facility is being capitalized in mine development. At December 31, 2008, if interest rates had increased/decreased by 100 basis points from the year-end rates with all other variables held constant, the mine development asset would have been $4.9 million higher/lower as a result of higher/lower interest charges from interest bearing liabilities.

(iv) Summarized sensitivity analysis The following table summarizes the sensitivity of the Company’s financial assets and financial liabilities to interest rate risk,

foreign exchange risk and commodity price rise:

December 31, 2008 Interest rate risk Foreign exchange risk Price risk Carrying -100 bps +100 bps -10% +10% -10% +10% Amount Profit Equity Profit Equity Profit Equity Profit Equity Profit Equity Profit Equity $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Financial assets Cash and cash equivalents 51,327 (513) (513) 513 513 713 713 (713) (713) — — — — Restricted cash 26,076 (261) (261) 261 261 5 5 (5) (5) — — — — Receivables 35,409 — — — — 726 726 (726) (726) — — — — Derivative instruments 256,678 (683) (683) 670 670 — — — — 26,295 26,295 (25,886) (25,886) Other financial assets 406 — — — — 41 41 (41) (41) 41 41 (41) (41) Financial liabilities Accounts payable 65,577 — — — — (76) (76) 76 76 — — — — Long term debt, net of fees 613,407 — — — — (740) (740) 740 740 — — — —

Total increase/(decrease) (1,457) (1,457) 1,444 1,444 669 669 (669) (669) 26,336 26,336 (25,927) (25,927)

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(b) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions as well as credit exposures to outstanding receivables.

The Company has policies in place to ensure that sales of products are made to customers with an appropriate credit rating and where necessary credit risk is effectively eliminated or substantially reduced by using bank instruments to secure payment.

Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The carrying amounts of derivative instruments are adjusted to reflect counterparty credit risk.

The carrying amounts of financial assets recorded in the financial statements are adjusted for any impairment and represent the Company’s maximum exposure to credit risk.

Credit risk further arises in relation to the financial guarantees given to certain parties (see note 11 for details). Such guarantees are only given in exceptional circumstances and are subject to specific board approval.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining at all times sufficient cash, liquid investments and committed credit facilities to meet the Company’s commitments as they arise.

The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

To the extent the Company has liabilities on its cash flow hedge positions, the Company expects to produce sufficient copper to deliver into its committed hedge contracts.

The Company had the following undrawn borrowing facilities at the reporting date:

$000 Expiring beyond one year: Lumwana Project financing facility - refer note 11 4,112 Lumwana Project cost overrun facility - refer note 11 45,000 49,112

The following table analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to contractual maturity. The amounts disclosed in the table are the contractual undiscounted cash flows.

Within Between Between Between Between Total 1 year 1 and 2 2 and 3 3 and 4 4 and 5 Over contractual Carrying years years years years 5 years cash flows amount $000 $000 $000 $000 $000 $000 $000 $000

Non—interest bearing (65,577) — — — — — (65,577) (65,577) Fixed rate (27,644) (26,185) (24,503) (22,204) (19,904) (25,513) (145,953) (145,953) Variable rate (110,723) (110,413) (103,352) (91,372) (55,558) (22,360) (493,778) (493,778)

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(d) Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair value of financial instruments traded in active markets (such as publicly traded available-for-sale securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the closing price.

The fair value of other financial assets and liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions.

The fair value of derivative instruments are calculated using quoted prices. Where such prices are not available, use is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives.

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

20. CAPITAL MANAGEMENT The Company’s objective when managing capital is to maintain adequate levels of funding to support development of its

Lumwana Project, to expand regional exploration activities within Zambia and to maintain corporate and administrative functions.

The Company manages its capital structure in a manner that provides sufficient funding for mine development and operational activities. Funds are primarily secured through a combination of equity capital raised by way of private placements, public offerings and external debt. There can be no assurances that the Company will be able to continue raising equity capital and external debt in this manner.

The Company invests all capital that is surplus to its immediate needs in short-term, liquid and highly rated financial instruments, such as cash and other short-term guaranteed deposits, all held with major Canadian, European and Australian financial institutions.

21. NON-CASH FINANCING AND INVESTING ACTIVITIES

On January 18, 2008, in connection with the execution of the US$407.6 million Lumwana Project fixed price EPC contract Equinox issued to the EPC Contractors, a total of 823,752 common shares (50% to each party) at C$5.39 per share to the value of C$4,440,409 (US$4,314,000) that being a portion of the third quarterly milestone payment under the terms of the EPC contract.

On December 15, 2008, Equinox issued a total of 3,973,354 common shares to the EPC Contractors (50% to each party) at C$1.3411 per share to the value of C$5,328,664 (US$4,314,009) that being a portion of the fourth and final quarterly milestone payment under the terms of the EPC contract.

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22. SUBSEQUENT EVENT

Amendments to long term debt repayment schedule On March 26, 2009 the Company reached agreement with its debt financiers to restructure its senior debt repayment schedule. The main terms of the agreement are to smooth the principal debt repayments more evenly over the life of the loans without

changing the tenor of the various facilities. The effect is that the 2009 calendar year principal repayments are $138.4 million, with $104.4 million payable in September 2009.

Result of Repayment Restructure The restructuring of the Company’s senior debt obligations has resulted in a smoother repayment profile over the term of the

loan facilities. The previous repayment profile reflected an amalgamation of the principal repayments originally due in March 2009 (which were deferred to September 2009 as a result of the fire incident) with those originally due in September 2009. Equinox has agreed to pay an additional 50 basis points margin from April 1, 2009 on the outstanding senior debt facilities (excluding the asset backed facility) for the duration of the facilities, in order to achieve this restructuring.

The schedule of future repayment dates for all facilities is as follows:

Repayment Profile $000 Within 1 year 138,367 Within 1 to 2 years 136,598 Within 2 to 3 years 127,855 Within 3 to 4 years 113,576 Within 4 to 5 years 75,462 Thereafter 47,873 639,731

23. DEED OF CROSS GUARANTEE

Information in relation to the Deed of cross guarantee is presented for the purposes of the Company’s reporting obligations in Australia which requires a disclosing entity, which is a registered foreign holding company to disclose condensed statements of earnings and balance sheets of both ‘the Closed Group’ and ‘the Extended Closed Group’ as defined by the Australian Securities and Investments Commission (‘ASIC’) Class Order 98/1418.

On December 24, 2004, Equinox Minerals Limited, Equinox Resources Limited and Equinox Peru Ventures Limited (together the ‘Closed Group’) entered into a Deed of Cross Guarantee under which each company guarantees the liabilities of all other companies that are party to the Deeds. A benefit arising from the Deeds is to relieve eligible entities from the requirements to prepare audited financial reports under the Australian Corporations Act 2001 and ASIC accounting and audit relief Orders.

The following entities form part of the consolidated entity but are not members of the Closed Group:

Lumwana Mining Company Limited, Equinox Zambia Limited, Equinox Overseas Pty Ltd, Equinox Africa Limited and Equinox Nickel Ventures Pty Ltd (together the ‘Extended Closed Group’).

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Set out below are the condensed statements of earnings and balance sheets for the years ended December 31, 2008 and 2007 of the Closed Group and the Extended Closed Group:

Condensed statement of earnings Closed Group Extended Closed Group(1)

December 31 December 31 December 31 December 31 2008 2007 2008 2007

$000 $000 $000 $000 Other Income/(Expense) 9,705 14,438 268,195 4,805 Expenditure Exploration 2,321 2,491 10,262 7,114General and administration 7,288 7,931 8,388 11,194Financing costs 1,006 181 3,660 2,595Incentive stock options issued 4,953 11,993 4,953 11,993Share of loss of equity accounted investee — 867 — 867Amortization of property, plant and equipment 62 68 314 145 15,630 23,531 27,577 33,908

(Loss)/profit for the period (5,925) (9,093) 240,618 (29,103) Income tax (expense)/recovery (797) 333 (67,937) (312) Retained (deficit)/profit – beginning of period (41,083) (32,323) (64,338) (34,868)

Retained (deficit)/profit – end of period (47,805) (41,083) 108,343 (64,283)

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Condensed balance sheet Closed Group Extended Closed Group(1)

December 31 December 31 December 31 December 31 2008 2007 2008 2007

$000 $000 $000 $000ASSETS Current assets Cash and cash equivalents 23,348 11,587 51,327 73,367 Accounts receivable 908 116 35,409 25,946 Inventories — — 27,473 — Current portion of derivative instruments — — 127,570 — Prepayments 62 159 6,471 5,940 24,318 11,862 248,250 105,253 Receivables from subsidiaries(2) 530,126 474,271 — —Restricted cash 51 65 26,076 25,601Property, plant and equipment 1,245 123 1,067,290 677,249Future income tax asset — — — 15,555Derivative instruments — — 129,109 —Other financial assets 406 4,344 406 4,344

556,146 490,665 1,471,131 828,002 LIABILITIES Current liabilities Accounts Payable and accrued liabilities 1,711 1,931 65,816 64,255 Current income tax liabilities — — 6,727 1,628 Current portion of future income tax liabilities — — 13,875 — Current portion of long term debt — — 138,367 13,466 Current portion of finance leases — — 923 — Current portion of derivative instruments — — — 4,025 1,711 1,931 225,708 83,374 Long term debt — — 475,040 263,107Finance leases — — 3,418 —Future income tax liabilities — — 48,963 1,628Asset retirement obligation — — 5,358 3,025Long term compensation 269 421 269 421Derivative instruments — — — 59,694Other provisions 94 43 2,167 43

2,074 2,395 760,923 409,664 SHAREHOLDERS’ EQUITY Share capital 581,477 499,715 581,477 499,715Retained profit/(deficit) (47,805) (41,083) 108,343 (64,338)Contributed surplus 20,400 15,941 20,400 15,941Warrants — 12,122 — 12,122Accumulated other comprehensive loss (net of tax) — 1,575 (12) (45,102)

554,072 488,270 710,858 418,338

556,146 490,665 1,728,375 828,002

(1) The members of the consolidated entity comprising the Extended Closed Group are the same as those entities, which comprise the consolidated entity, as Equinox Minerals Limited is the ultimate parent entity.

(2) These long-term receivables relate to receivables from controlled entities, which are outside the Closed Group, as is listed above.

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The Corporation’s approach to effective corporate governance is in accordance with the guidelines published by the Canadian securities regulatory authorities and is consistent with the Australian Securities Exchange (‘ASX’) guidelines. The following is a description of those practices.

Mandate of the Board of Directors

The full text of the mandate of the Board of Directors is attached as Schedule ‘C’ to this Circular. Pursuant to its mandate, the Board supervises the management and affairs of the Corporation. The Board assumes responsibility for the stewardship of the Corporation, including the areas described below:

(a) Strategic Planning: At least annually, the Board must review and, if advisable, approve (i) the Corporation’s strategic planning process and annual strategic plans, (ii) the Corporation’s annual business and capital plans, and (iii) management’s implementation of the Corporation’s strategic, business and capital plans.

(b) Risk Management: At least annually, the Board must review reports provided by management of principal risks associated with the Corporation’s business and operations and ensure the implementation by management of appropriate systems to manage these risks. In addition, the Board must review reports by management relating to the operations of and any material deficiencies in risk management systems, and verify that appropriate controls and management information systems have been established by management.

(c) Succession Planning and Management Integrity: At least annually, the Board must review a report of the Compensation and Human Resources Committee concerning the Corporation’s approach to human resource management and executive compensation, and review the Corporation’s succession plans, including the appointment, training, monitoring and integrity of senior management and the Chairman of the Board.

(d) Corporate Governance, Independence and Ethics: At least annually, the Board must review a report of the Corporate Governance and Nominating Committee concerning the Corporation’s approach to corporate governance, and must review the director independence standards it has established and evaluate the ability of the Board to act independently from management in fulfilling its duties. In addition, the Board must review the compliance with, and investigations and complaints under, the Corporation’s Code of Business Conduct and Ethics (the ‘Code of Conduct’).

(e) Communications: At least annually, the Board, in conjunction with the Chief Executive Officer, must review the Corporation’s Disclosure Policy, including measures for receiving feedback from the Corporation’s stakeholders and management’s compliance with the Disclosure Policy. In addition, the Corporation endeavours to keeps its shareholders informed of its progress through annual and quarterly disclosure and periodic press releases, and directors and management are required to meet with the Corporation’s shareholders at the annual meeting and are available to respond to questions at that time.

The Board of Directors has developed, and annually reviews, position descriptions for each of the Chairman of the Board, the Chair of each Board committee, and the Chief Executive Officer. The position description for the Chief Executive Officer also sets out managements’ responsibilities. The Board also approves the corporate goals and objectives that the Chief Executive Officer is responsible for meeting.It is the Board of Directors’ expectation that members of management will carry out their duties and discharge their responsibilities with professionalism and integrity, with a view to achieving the Corporation’s objectives and enhancing shareholder value.

The Board of Directors

NI 58-201 defines an ‘independent director’ as a director who has no direct or indirect material relationship with the Corporation. A ‘material relationship’ is, in turn, defined as a relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of such director’s independent judgement. In determining whether a particular director is an ‘independent director’ or a ‘non-independent director’, the Board of Directors considers the factual circumstances of each director in the context of the Corporate Governance Guidelines.

On May 7, 2008, the Board was increased from five to seven members, five (a majority) of whom are ‘independent directors’ within the meaning of NI 58-201. The independent directors are Mr. Peter Tomsett, Mr. David McAusland, Mr. Brian Penny, Mr. David Mosher and Mr. Jim Pantelidis.

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Equinox Minerals Limited Statement of Corporate Governance Practices

Mr. Craig Williams and Mr. Harry Michael each have a material relationship with the Corporation by virtue of their respective management positions and therefore are not independent.

Board of Directors’ Independence

The Board’s mandate provides that the position of Chairman of the Board must be independent, unless the Board determines that it is inappropriate to require such independence. If the Board determines that it would be inappropriate to require the Chairman of the Board to be independent, then the independent directors are required to select from among their number a director who will act as ‘Lead Director’ and who will assume responsibility for providing leadership to enhance the effectiveness and independence of the Board. In addition, the Board’s mandate also provides that the positions of Chairman and Chief Executive Officer may not be exercised by the same individual.

Mr. Peter Tomsett is the Chairman of the Board of Directors and is primarily responsible for establishing the agenda for Board meetings and for supervising the conduct of such meetings. The Board considers this appointment to be appropriate and beneficial to the Board of Directors because of Mr. Tomsett’s independence and extensive knowledge of the Corporation’s business and affairs. Although the Corporation has not implemented formal structures or procedures for the independent functioning of the Board of Directors, the Board believes that it operates independently of management. In addition, the Board’s mandate provides that each director should be in a position to effectively review and constructively challenge the performance and recommendations of management, evaluate the performance of the Corporation and exercise independent judgement. The Board may, without the prior approval of management, engage outside counsel, consultants or advisors to assist it in fulfilling its responsibilities. The compensation paid to such counsel, consultants or advisors is determined by the Board but paid for by the Corporation.

At least annually, the Board of Directors, with the assistance of the Corporate Governance and Nominating Committee, evaluates the independence of each director based on the definition of ‘independence’ contained in NI 58-101 and the independence of each Audit Committee member based on the definition of ‘independence’ in National Instrument 52-110 – Audit Committees (‘NI 52-110’). The Board also annually reviews its ability to act independently of management in fulfilling its duties. The Board’s mandate requires a majority of the Board of Directors to be independent as determined in accordance with NI 58-101. If, at any time, less than one-half of the directors are independent, the independent directors of the Board will appoint a new independent director and, to the extent necessary, will consider possible steps and processes to facilitate the Board’s exercise of independent judgement in carrying out its responsibilities prior to the appointment of a new independent director. All of the committees of the Board of Directors are composed entirely of independent directors.

The Board holds regularly scheduled sessions throughout the year during which the independent directors meet in the absence of the non-independent directors and management. The independent sessions are presided over by the Chairman of the Board, Mr. Peter Tomsett. If a director or executive officer holds a material interest in a transaction or agreement under consideration at a Board meeting, that director or executing officer shall not be present at the time the Board deliberates such transaction or agreement and shall abstain from voting on the matter.

Committees of the Board of Directors

The Board of Directors has established an Audit Committee, a Compensation and Human Resources Committee, a Corporate Governance and Nominating Committee, and a Health, Safety, Environment and Sustainability Committee. Each of these committees is composed entirely of independent directors.

The Board of Directors has approved charters for each Board committee described below. At least annually, the Corporate Governance and Nominating Committee reviews each Board committee’s charter and any suggested amendments are brought to the Board of Directors for consideration and, if thought advisable, approval.

The Board has delegated to the applicable committee those duties and responsibilities set out in each committee’s charter and may further delegate, from time to time, such matters as the Board is authorized to delegate by applicable laws and regulations. As required, or as considered advisable, the Board shall consider for approval the specific matters delegated for review to the Board committees. To facilitate communication between the Board and its committees, each committee Chair is required to provide a report to the Board on material matters considered by the committee at the next Board meeting after each meeting of the committee. Charters for each of the Board’s committees are available on the Corporation’s website at www.equinoxminerals.com.

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Audit Committee

The Audit Committee has been structured to comply with the requirements of NI 52-110. The Audit Committee is comprised of Mr. Brian Penny (Chair), Mr. Peter Tomsett and Mr. Jim Pantelidis, each of whom is a financially literate, unrelated and independent director under NI 52-110. For details on the qualifications of the Audit Committee members please refer to the section entitled ‘Board of Directors – Audit Committee’ in the Annual Information Form of the Corporation dated March 27, 2009 (the ‘AIF’). The responsibilities of the Audit Committee are set out in the Audit Committee charter which is described in the Corporation’s AIF in the section entitled ‘Directors and Officers – Audit Committee’. The AIF is available on SEDAR at www.sedar.com.

The Audit Committee is responsible for the activities described below:

(a) Financial Reporting: The Audit Committee is responsible for performing financial reporting duties, including the following: n overseeing the integrity of the Corporation’s financial statements and financial disclosures and the indepencence of the external

auditors; and n reviewing, pre-approving and recommending for Board approval (i) all annual and interim financial statements, the external

auditor’s reports thereon and the related management’s discussion and analysis before they are publicly disclosed, (ii) the financial disclosure in a prospectus or other securities offering document of the Corporation, and (iii) press releases disclosing or based upon financial results of the Corporation and any other material financial disclosure that is publicly disseminated.

(b) External Auditors: The Audit Committee is responsible for performing duties associated with the external auditors, including the following:

n reviewing, selecting and recommending for shareholder approval the appointment and, if advisable, removal of the external auditors;

n reviewing and approving all audit engagement terms and fees of the external auditors (please refer to ‘Board of Directors – Audit Fees’, ‘ – Tax Fees’ and ‘ – All Other Fees’ in the AIF for details on the fees paid to the auditor from January 1 to December 31, 2008);

n overseeing and evaluating the work of the external auditors; n resolving any disagreements between management and the external auditors as to financial reporting matters brought to its

attention; n at least annually, discussing with the external auditors such matters as are required by appliable auditing standards to be

discussed by the external auditors with the Audit Committee; n at least annually, reviewing a summary of the external auditors’ annual audit plan and audit process and considering, in

conjunction with the external auditor, any material change to the scope of that plan and/or the audit process; n reviewing and reporting to the Board of Directors on the annual and quarterly financial reports and all other financial information

prepared by the external auditors; n at least annually, obtaining and reviewing a report of the external auditors describing (i) the auditors’ internal quality-control

procedures, (ii) any material issues raised by the most recent internal quality-control review, any peer review or any inquiry or investigation by governmental or professional authorities, and (iii) the auditors’ independence;

n at least annually, (i) obtaining a formal written statement from the external auditors describing any relationship between the external auditors and the Corporation, (ii) reviewing and discuss with the external auditor any disclosed relationships or services that may affect the objectivity and independence of the external auditors; (iii) obtaining written confirmation from the external auditors that they are objective and independent within the meaning of the rules of professional conduct or code of ethics applicable to the auditors, and (iv) if necessary, taking appropriate action to oversee the independence of the external auditors;

n at least annually, reviewing the qualifications and performance of the lead partner or lead partners of the external auditors and determining whether it is appropriate to continue a policy of rotating lead partners of the external auditors;

n approving, in advance, any retainer of the external auditors to provide any non-audit service to the Corporation that it deems advisable in accordance with applicable requirements and the approved policies and procedures of the Board;

n ensuring the external auditors are prohibited from providing certain non-audit services enumerated in the Audit Committee charter and determining which other non-audit services the external auditors are probhibted from providing;

n reviewing and approving the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors; and

n reviewing and discussing with management the appointment of key financial executives and, as appropriate, recommending qualified candidates to the Board.

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(c) Internal Controls: The Audit Committee is responsible for performing internal control duties, including the following: n reviewing the Corporation’s system of internal controls; and n at least annually, considering and reviewing with management and the external auditors, (i) the effectiveness of or deficiencies

in the Corporation’s internal controls, the overall control environment for managing business risks, and the accounting, financial, disclosure, non-financial, legal and regulatory controls and the impact of any identified weaknesses in such internal controls on management’s conclusions, (ii) any significant changes in internal controls over financial reporting that are disclosed or considered for disclsourer, (iii) any material issues raised by any inquiry or investigation by the Corporation’s regulators, (iv) any signficant issues and recommendations of the external auditors and management’s response thereto, (v) any significant accounting policies and the external auditors’ responsibilities under applicable accounting standards, (vi) any restrictions on the scope of the external audit, (vii) any accounting adjustments arising from the audit that were noted or proposed by the external auditors but were passed as immaterial or otherwise, (viii) major issues discussed with management prior to retaining the external auditors and disagreements and difficulties encountered with management in performing the audit, (ix) the external auditors’ judgment about the quality of the Corporation’s accounting principles, and (x) the responsibilities, budget and staffing of the Corporation’s internal audit function.

(d) Risk Management: The Audit Committee is responsible for performing risk management duties, including the following: n establishing and reviewing the Corporation’s systems of risk oversight and management and reporting the results to the Board;

and n establishing risk management systems designed to identify, assess, monitor and manage the Corporation’s material business

risks, identifying material changes to the Corporation’s risk profile, and establishing policies for the oversight and management of the Corporation’s material business risks.

(e) Legal and Regulatory Compliance: The Audit Committee is responsible for performing activities associated with legal and regulatory requirement compliance, including the following:

n reviewing (i) reports from management on legal or compliance matters that have a material impact on the Corporation, (ii) the effectiveness of the Corporation’s compliance policies, and (iii) any material communications received from regulators; and

n reviewing management’s evalutions of, and representations relating to, compliance with applicable laws and guidance and management’s plans to remediate any deficiencies identified.

(f) Whistleblower Procedures: The Audit Committee is responsible for establishing procedures for (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, (ii) the confidential, anonymous submission by employees of the Corportation of concerns regarding questionable accouting or auditing matters, and (iii) the review any such compliants or concerns received and, if a matter requires further investigation to reach a satisfactory conclusion, the engagement of outside advisors, as necessary or appropriate, to investment such complaints or concerns; and

(g) Audit Committee Disclosure: The Audit Committee is responsible for preparing, reviewing and approving any audit committee disclosures required by applicable requirements in the Corporation’s disclosure documents.

In addition to the above listed responsibilities, the Audit Committee is also responsible for performing the duties required of an audit committee by any exchange upon which securities of the Corporation are traded, or any governmental or regulatory body exercising authority over the Corporation.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee is comprised of Mr. Jim Pantelidis (Chair), Mr. Peter Tomsett, Mr. David McAusland and Mr. Brian Penny, each of whom is an independent director. The responsibilities, powers and operation of the Compensation and Human Resources Committee are set out in the Compensation and Human Resources Committee charter.

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The Compensation and Human Resources Committee is responsible for, among other things: n making recommendations to the Board with respect to appropriate remuneration policies for the Chief Executive Officer, other

key executives and executive directors; n maintaining the succession plan of the Corporation, assessing the competencies, skills, independence and performance of

existing directors, and ensuring that the Board and management have the appropriate skill and experience required to succeed in their positions;

n reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer; n regularly reviewing each compensation plan in its entirety to determine whether it is reasonable on the whole and to determine if

the individual parts serve the purpose of providing the right incentives to executives and directors; n regularly reviewing and making recommendations to the Board regarding the remuneration packages of the Chief Executive

Officer, other key executives and executive directors, to ensure that such remuneration packages are consistent with, and properly structured to enhance, long-term shareholder value;

n ensuring that executive remuneration packages involve a balance between fixed and incentive pay reflecting individual performance and short and long-term performance objectives appropriate to the Corporation’s circumstances and goals;

n ensuring that a portion of each executive director’s remuneration is structured in a manner designed to link rewards to corporate and individual performance;

n ensuring that employee incentive schemes are designed around appropriate performance benchmarks that measure relative performance and provide rewards for materially improved company performance;

n ensuring that the performance of each key executive is evaluated at least annually; n ensuring that salaries reflect the requirements of the marketplace and attract and retain the skills and abilities required; n ensuring that employment agreements include a clear articulation of performance expectations; and n ensuring that change of control and severance compensation arrangements are reasonable, will not entrench management, and

will enable management to continuing making decisions in the best interests of the Corporation and its shareholders regardless of their own welfare in the event of a successful takeover.

Where possible, the Compensation and Human Resources Committee verifies the appropriateness of existing remuneration levels by obtaining executive compensation data from third-party providers of compensation data in the Corporation’s sector. During 2008, Graham Waldon Management Consultants, a human resources consulting company retained by Equinox to recruit qualified personnel for its operations in Lumwana, provided advice regarding the compensation of the Corporation’s executive officers and made recommendations to the Compensation and Human Resources Committee with respect to the compensation to be paid to the Corporation’s non-executive directors, executive officers and staff. See ‘Executive Compensation – Compensation Discussion and Analysis – Executive Compensation Philosophy’ above.

In conjunction with the services of Graham Waldon Management Consultants, the Compensation and Human Resources Committee and Board utilized a formal job evaluation process which is used extensively internationally. The job evaluation process examines an integration of the following factors: (i) the knowledge required to do the job (whether practical or intellectual); (ii) the kind of thinking and analytical skills required to solve the problems which the job commonly faces, (iii) the responsibilities (accountabilities) assigned to the job; and (iv) the work environment in which the work is performed.

All director and executive officer appointments and remuneration matters are decided by the full Board of Directors, in accordance with the Corporation’s mandate and after considering the recommendations of the Compensation and Human Resources Committee, with the overall objective of ensuring maximum shareholder value and long-term corporate growth and success through the retention of a high quality Board and executive team.

To assist in achieving its objectives of maximizing shareholder value and the Corporation’s long-term growth and success, the Compensation and Human Resources Committee compares each executive officer’s remuneration against the performance of such executive officer. In addition, the committee evalutes the Chief Executive Officer’s performance in light of certain corporate goals and objectives that have been reviewed and approved by the Compensation and Human Resources Committee.

All executive officers and senior employees of the Corporation are eligible to participate in the Long Term Incentive Plan. Although

the particpation of non-executive directors is not in accordance with the guidelines contained in the ASX Governance Principles, the Corporation considers such participation appropriate given the size of the Corporation, the responsibility of the directors and the minimal cash component or fees paid to the non-executive directors.


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Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is comprised of Mr. David McAusland (Chair), Mr. Peter Tomsett and Mr. David Mosher, each of whom is an independent director. The responsibilities, powers and operation of the Corporate Governance and Nominating Committee are set out in the Corporate Governance and Nominating Committee charter.

The Corporate Governance and Nominating Committee is responsible for, among other things:n Corporate Governance: The committee is responsible for developing the Corporation’s approach to corporate governance issues,

including (i) conducting periodic reviews of the Corporation’s corporate governance polices and making policy recommendations aimed at enhancing Board and committee effectiveness, (ii) overseeing the Code of Conduct and other policies on conflicts; (iii) recommending procedures to permit the Board to meet on a regular basis without management or non-independent directors present; (iv) reviewing the Corporation’s public disclosure documents relating to corporate governance practice and preparing recommendations on such corporate governance, (v) providing periodic updates to the Board on recent developments in corporate governance, and (vi) conducting periodic reviews of the relationship between management and the Board, with a view to ensuring effective communcation and the provision of information to the Board in a timely manner;

n Communications: The committee is responsible for developing and implementating of Corporation’s communications policies.n Director Identification and Recruitment: The committee is responsible for maintaining procedures for the identification, recruitment

and selection of qualified director candidates, identifying individuals qualified to become Board members, and recommending nominees for election and appointment to the Board. The committee utilises the facilities of internationally recognised recruitment consultants to assist in the identification new nominees. New nominees must have a track record in general business management or special expertise in a strategic interest to the Corporation and the ability to devote the time required;

n Board Composition: Under the supervision of the Chairman, the committee is responsible for regularly reviewing the effectiveness, size and composition of the Board and, at least annually, making recommendations to the Board with regard to any appropriate changes, taking into consideration the current independence, strengths, competencies, skills and experience of Board members and directors whose term of office is expiring, and the strategic direction of the Corporation;

n Committee Composition: The committee is responsible for reviewing and recommending to the Board the appropriate structure, size, composition and membership of each Board committees and recommending the appointment of directors to each committee;

n Orientation: At least annually, the committee is responsible for ensuring sufficient orientation procedures are in place to enable new directors to operate effectively from the beginning of their appointments. The orientation procedures include visits to the Corporation’s project and corporate offices and face-to-face meetings with the other members of the Board when practical. To date, the Board has not required a formal orientation or education program for new directors. However, the Chief Executive Officer and other members of senior management are, and will continue to be, available to the Board members to discuss the Corporation’s business and assist in the orientation and education of Board members as required. The Board of Directors may consider more formal procedures if warranted in the future;

n Continuing Education: At least annually, the committee is responsible for ensuring sufficient continuing education programs are in place for all directors;

n Board and Director Evaluations: The committee is responsible for establishing procedures to oversee the evaluation, on an ongoing basis, of the performance of the Board, its committees and each director, including an assessment of whether each director has devoted sufficient time to his/her duties. In connection with such assessments, each director is annually requested to provide a self-assessement, an assessment of the effectiveness of the Board and each committee, as well as assessments of the performance of the individual directors. The peer evaluations take into account the competencies and skills that each director is expected to bring to his particular role on the Board or a Board committee. Once the results have been compiled, to the extent necessary, the Chairman of the Board addresses any issues that are raised in the assessments and evaluations;

n Mandate, Charter and Position Description Reviews: At least annually, the committee is responsible for reviewing the Board’s mandate and the charters for each Board committee, together with the position descriptions of each of the Chairman of the Board, the Chief Executive Officer and committee Chairs and, where necessary, recommending changes to the Board; and

n Code of Conduct Investigations: The committee is responsible for reviewing investigations and resolutions of complaints received under the Code of Conduct and reporting annually to the Board thereon.

Health, Safety, Environment and Sustainability Committee

The Health, Safety, Environment and Sustainability Committee was established by the Board in March, 2009 and is comprised of Mr. David Mosher (Chair), Mr. Peter Tomsett and Mr. David McAusland, each of whom is an independent director. The responsibilities, powers and operation of the Health, Safety, Environment and Sustainability Committee are set out in the Health, Safety, Environment and Sustainability Committee charter.

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The Health, Safety, Environment and Sustainability Committee is responsible for, among other things:n reviewing and monitoring the sustainability, environmental, safety and health policies and activities of the Corporation on behalf of the

Board to ensure the Corporation is in compliance with appropriate laws and legislation;n reviewing monthly sustainability, environmental, health and safety reports and annual reports by management on sustainable

development, environmental, safety and health issues;n encouraging, assisting, supporting and counselling management in developing short and long-term policies and standards to ensure

that the principles set out in the sustainability, environmental, health and safety policies are being adhered to and achieved;n regularly reviewing community, environmental, health and safety response compliance issues and incidents to determine whether the

Corporation is taking all necessary action in respect of those matters and that the Corporation has been duly diligent in carrying out its responsibilities and activities in that regard;

n ensuring that principal areas of community, environmental, health and safety risk and impacts are identified and that sufficient resources are allocated to address these risks and impacts;

n ensuring that the Corporation monitors trends and reviews current and emerging issues in the field of sustainability, environment, health and safety and evaluates the impact these issues have on the Corporation;

n ensuring that the directors are kept advised of their duties and responsibilities related to the scope of this committee;n making periodic visits, individually and as a committee to corporate locations in order to become familiar with the nature of the

operations, and to review relevant objectives, procedures and performance with respect to sustainability, environment, health and safety;

n investigating, or causing to be investigated, any extraordinary negative sustainability, environment, health and safety performance where appropriate; and

n reviewing and making recommendations to the Board with respect to environmental aspects of acquisitions and dispositions with material environmental implications.

Other Policies and Procedures of the Board of Directors

The Board of Directors has also established the following policies and procedures:

Code of Business Conduct and EthicsThe Board of Directors has adopted and has agreed to be bound by the Code of Conduct (available on SEDAR at www.sedar.com), which was designed to deter wrongdoing and to promote (i) honest and ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure in all documents submitted to appliable securities regulators and in other public communcations made by the Corporation, (iii) avoidance of conflicts of interest, (iv) compliance with applicable governmental laws, rules and regulations, (v) prompt internal reporting to appropriate persons of violations of the Code of Conduct; and (vi) accountability for adherence to the Code of Conduct.

The Code of Conduct requires all directors, officer and employees of the Corporation to:n act honestly, with integrity and in the best interests of the Corporation;n refrain from entering into arrangements that unlawfully restrict the Corporation’s ability to compete with other businesses or the

ability of other business organizations to compete freely with the Corporation and avoid entering into or discussing any unlawful arrangements or understandings that may result in unfair business practices or anticompetitive behaviour;

n deal honestly, fairly and ethically with all of the Corporation’s security holders, customers, suppliers, competitors, employees, joint venture partners, creditors, financiers, the financial markets, governments and the general public;

n deliver security holder value within a framework that safeguards the rights and interests of the Corporation’s security holders and the financial community generally;

n avoid responding to inquiries or requests for information from the media, unless the director, officer or employee in question is specifically authorized to represent the Corporation to the media under the Corporation’s Disclosure Policy;

n conduct the Corporation’s business and affairs with honestly and integrity and comply in good faith with all applicable laws, rules and regulations;

n conduct the Corporation’s dealings with public officials in a manner that will not compromise the integrity or impugn the reputation of any public official or the Corporation;

n recognize safety issues and policies that affect their jobs, other employees and the community in general and work proactively to eliminate health risks and develop safe workplace environments;

n comply with all environmental laws and regulations applicable to workplace activities, understand the environmental consequences of such activities and perform those activities in an environmentally safe manner;

n promote and act in a manner consistent with a harassment-free and violance-free workplace;n provide equal opportunities to people without regard to race, colour, gender, sexual orientation, nationality, religion, ethnic affiliation,

age, disability or any other characteristic protected by Canadian, Australian or local laws and regulations, as applicable;


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n abide by the Corporation’s ‘zero tolerance’ policy for illegal drug use and consumption of alcohol or other substance abuse on the job or which affects job performance;

n refrain from soliciting or accepting any cash, gifts or free services that could be reasonably considered extravagent or could othewise improperly influence the Corporation’s business relationship with or create an obligation to a customer, supplier or contractor;

n obtain the Corporation’s prior approval before accepting any secondary employment, officership or directorship opportunity;n safeguard and keep confidential all non-public information about the Corporation or its partners, unless disclosure is authorized by

the Corporation or legally mandated, and refrain from using such information for personal benefit;n advance the Corporation’s legitimate interests when the opportunity to do so arises and protect the Corporation’s assets and ensure

their efficient use, including avoiding (i) taking for themselves opportunities that are discovered through the use of the Corporation’s property, information or position, (ii) using the Corporation’s property, information or position for unlawful or unethical purposes or personal gain, or (iii) intentionally damaging or destroying the Corprotion’s property;

n observe obligations of confidentiality and non-disclosure of personal information, including information of the Corporation’s employees and customers, and comply with all applicable laws regulating the disclosure of personal information;

n maintain the Corporation’s books, records and accounts in a manner that reflects accurately and fairly all transactions in accordance with the highest standards of integrity and applicable generally accepted accounting policies;

n present all financial information in a truthful, accurate and timely manner and avoid exterting any influence over, coercing, misleading, or in any way manipulating or attempting to manipulate the independent auditors of the Corporation;

n ensure the full, fair, accurate, timely and understandable disclosure of all reports and documents filed with or submitted to Canadian and Australian securities regulators and all other public communications; and

n comply with all provisions of the Code of Conduct.

Management monitors compliance with the Code of Conduct and the Code of Conduct provides for a confidential reporting process of any possible violations to the Chief Financial Officer or the Chairman of the Corporate Governance and Nominating Committee. Management meets regularly to discuss compliance with the Code of Conduct and reports any issues to the Board of Directors. The Code of Conduct is reviewed by the Board on an annual basis.

All directors, officers and employees are responsible for understanding and complying with the Code of Conduct and all existing and new directors, officers and employees are annually required to sign an acknowledgement with respect thereto.

Whistleblowing PolicyThe Corporation has a Whistleblowing Policy (available on the Corporation’s website at www.equinoxminerals.com), which provides a procedural framework for the confidential, anonymous submission of concerns regarding ‘whistleblower incidents’ by directors, officers and employees of the Corporation. The term ‘whistleblower incident’ is defined in the Whistleblowing Policy as a concern relating to the Corporation’s accounting, internal accounting controls or auditing matters (as such, whistleblower incidents are not intended to include matters such as routine grievances on the Corporation’s operational matters, harassment or discrimination).

The Audit Committee, with the assistance of the Corporate Secretary, is responsible for administering the Whistleblowing Policy. Issues and concerns regarding an alleged whistleblower incident may be reported to the Chair of the Audit Committee or any other member of the Audit Committee.

The Whistleblowing Policy requires officers and employees of the Corporation to immediately communicate whistleblower incidents as they become aware of any such incidents. All reported whistleblower incidents shall be treated in a confidential manner and an individual that reports such an incident shall be provided the opportunity to remain anonymous. In addition, the policy prohibits any act of retaliation against an individual who reports a violation in good faith.

Disclosure PolicyThe Corporation has established a Disclosure Committee comprised of the following three members of management: Mr. Michael Klessens, Vice President – Finance, Chief Financial Officer and Corporate Secretary; Mr. Kevin Van Niekerk, Vice President – Investor Relations; and Mr. Craig Williams, President and Chief Executive Officer.

The Disclosure Committee is responsible for overseeing the Corporation’s Disclosure Policy. The primary goal of the Disclosure Policy is to promote appropriate and consistent disclosure practices aimed at seeking to ensure that that the Corporation complies with its continuous disclosure obligations. In particular, the Disclosure Committee endeavours to ensure that the Corporation’s communications are in compliance with applicable laws, timely, factual, accurate, complete and broadly disseminated and equally accessible to the Corporation’s shareholders, market participants, customers, suppliers, financiers, creditors, other stakeholders and the wider public.

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In addition, where necessary, the Disclosure Committee also endeavours to file all such communications with the securities regulators in accordance with applicable securities laws.

The Disclosure Policy applies to all directors, officers, employees and insiders of the Corporation. The policy covers disclosure documents filed with the Canadian and Australian securities regulators and written statements made in the Corporation’s annual and quarterly reports, press releases, letters to shareholders, presentations by senior management and information contained on the Corporation’s website and other electronic communications. The Disclosure Policy also applies to oral statements made in group and individual meetings, telephone conversations with employees or members of the investment community, interviews with the media, speeches, industry conferences, news conferences, conference calls and dealings with the general public.

Under the Disclosure Policy, the Disclosure Committee is responsible for administering the Corporation’s regularly scheduled ‘blackout period’, during which time directors, officers and employees of the Corporation with knowledge of material confidential information about the Corporation, counterparties in negotiations with the Corporation involving potential material transactions, and financial and other professional advisors, are all prohibited from trading in securities of the Corporation (and, if applicable, in securities of such counterparties) until the material information has been fully disclosed and a reasonable period of time has passed for the information to be widely disseminated. The blackout period commences at the 15th day of the month following the end of the financial period (i.e., the 15th day following the end of a quarter) through to the second business day after the public release disclosing quarterly results. The Disclosure Committee or the Board of Directors may, from time to time, impose additional blackout periods or provide exemptions if appropriate and permitted by law.

In addition, to avoid the potential for selective disclosure, the Disclosure Policy provides for the observation of a regularly scheduled ‘quiet period’ commencing one week prior to the planned release date for disclosing the financial results for that financial period through to the issuance of a press release disclosing the financial results for that financial period. During the quiet period, the Corporation’s management is required to reduce the level of discussions or other forums for communication with members of the investment community in respect of forward-looking statements, as well as any developments in the Corporation’s business or the market for its securities subsequent to the commencement of the quiet period, and will not initiate any such discussions or communications unless so authorized by the Disclosure Committee or the Board of Directors. As well, during the quiet period, the Corporation restricts discussions by its employees with such persons to general and publicly disclosed information concerning the Corporation, including its historical financial results.

The Disclosure Policy also prohibits directors, officers and other insiders of the Corporation from trading in securities of the Corporation while the Corporation has undisclosed material information unless such trades are first pre-approved in writing by the administrator of the Disclosure Policy.

The Disclosure Policy is reviewed periodically by the Corporate Governance and Nominating Committee and any suggested amendments thereto are brought to the Board of Directors for consideration and, if thought advisable, approval.

Director Election PolicyIn March 2009, the Board of Directors unanimously adopted a Director Election Policy to ensure that all Board members carry the support of the Corporation’s shareholders. Pursuant to this policy, notwithstanding that the Corporation’s by-laws provide for a staggered election process whereby directors are required to retire and offer themselves for re-election every three years, the election of directors shall take place at each annual meeting of the Corporation’s shareholders and all directors elected or appointed to the Board of Directors shall agree that at such meeting all directors then in office shall voluntarily retire effective at the end of that meeting and, if qualified, shall be eligible for re-election.

The Director Election Policy also provides that, at any meeting of the Corporation’s shareholders at which directors are to be elected in an uncontested election, management of the Corporation shall be responsible for ensuring that the proxy forms used in connection therewith enable the Corporation’s shareholders to vote in favour of, or to withhold their vote, separately for each proposed director nominee. At any meeting of the Corporation’s shareholders at which directors are to be elected in an uncontested election, if any director nominee receives a greater number of votes ‘withheld’ from his or her election, than votes ‘for’ such election, such nominee shall, no later than 10 days following the receipt of the audited and final scrutineer’s report relating to such meeting, submit his or her resignation letter to the Board and such resignation shall take effect only upon the acceptance of such resignation by the Board.

Within 90 days following the public disclosure of the vote results and upon the recommendation of the Corporate Governance and Nominating Committee, the Board shall determine either to accept or not accept the director’s offer to resign, and the Board shall promptly disclose via press release such determination, including, in cases where the Board has determined not to accept a resignation, the reasons therefor.

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It is generally expected that the Corporate Governance and Nominating Committee will recommend that the Board accept any such resignation except in extraordinary circumstances. If a resignation is accepted, the Board may either appoint a new director to fill any vacancy or reduce the size of the Board.

This policy also provides that any future nominees for election or appointment to the Board will be asked to subscribe to this policy before their names are put forth for election or appointment. The Director Election Policy will be reviewed on an annual basis by the Corporate Governance and Nominating Committee. Any amendments to the policy shall be subject to approval by the Board of Directors.Size and Compensation of the Board of Directors

As noted above, the Board of Directors consists of seven members, five (a majority) of whom are independent. The Board of Directors reviews director compensation from time to time. The Board believes that current director compensation realistically reflects the responsibilities and risks involved in being an effective director.

MeetingsThe Board of Directors generally has quarterly scheduled meetings in each financial year of the Corporation. Additional Board meetings will be held depending upon opportunities or issues to be dealt with by the Corporation from time to time.The rules and regulations relating to the calling and holding of, and proceedings at, meetings of the Board of Directors are established by the CBCA and the by-laws and resolutions of the Corporation.

The Corporate Secretary, his/her designee or any other person the Board requests, acts as secretary at Board meetings. Minutes of Board meetings are recorded and maintained by the Corporate Secretary and subsequently presented to the Board for approval.The Board’s mandate provides that the independent members of the Board shall hold regularly scheduled meetings, or portions of regularly scheduled meetings, at which non-independent directors and members of management are not present. During the Corporation’s most recently completed fiscal year, the independent directors of the Corporation held four formal ‘in camera’ scheduled meetings at which management and the non-independent directors were not present.

Each director is expected to attend all meetings of the Board and any committee on which he or she is a member. In addition, directors are expected to have read and considered the Board materials sent to them in advance of meetings and to actively discuss such materials at the meetings.

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STATEMENT OF ISSUED CAPITAL AT MARCH 1, 2007 Distribution of fully paid ordinary shareholders:

Size of Holding Number of shareholders Number of Common Shares

1 – 1,000 2,162 1,289,985 1,001 – 5,000 3,168 8,933,742 5,001 – 10,000 1,015 8,022,756 10,001 – 100,000 825 21,271,008 100,001 – and over 80 557,415,721

7,250 596,933,212

Number of shareholders holding less than a marketable parcel 415 67,366

NUMBER OF EQUINOX SECURITIES QUOTED ON ASX There are 596,933,212 common shares of Equinox Minerals Limited (‘Equinox’ or the ‘Company’) quoted on the ASX and Toronto Stock Exchange (‘TSX’).

NUMBER OF EQUINOX SECURITIES NOT QUOTED ON ASX There are 22,675,003 unlisted employee incentive options allotted for issuance under the Equinox Employee Incentive Plan.

VOTING RIGHTS All Equinox common shares carry one vote per share. Each CHESS Depositary Interest (‘CDI’) represents one Equinox common share. CDI holders are the beneficial owner of common shares and although they are not entitled to attend and vote at the Equinox shareholder meetings, CDI holders may direct CHESS Depositary Nominees Pty Ltd, as the legal holder of their Equinox common shares, to cast proxy votes at the relevant meeting.

QUOTATION Equinox Common Shares are quoted as ‘EQN’ on the TSX and CDIs are quoted as ‘EQN’ on the ASX.

SUBSTANTIAL SHAREHOLDERS NAME No. of Common Shares %

First Quantum Minerals Ltd. (held in the name of CDS & Co) 114,132,300 19.12%

TOP 20 SHAREHOLDERS As at March 14, 2008 the twenty largest shareholders as known by the Company, held 90.68% of the total common shares in the Company as follows:

NAME No. of Common Shares %

CDS & Co* 378,030,593 63.33 National Nominees Limited 39,597,887 6.63 ZCCM Investment Holdings Plc 20,061,757 3.36 J P Morgan Nominees Australia Limited 19,316,714 3.24 Merrill Lynch (Australia) Nominees Pty Limited 17,703,370 2.97 HSBC Custody Nominees (Australia) Limited 16,853,142 2.82 Citicorp Nominees Pty Limited 15,620,802 2.62 ANZ Nominees Limited 11,354,408 1.90 Cogent Nominees Pty Limited 7,481,603 1.25 AMP Life Limited 3,126,260 0.52 European Investment Bank 2,713,341 0.45 Invia Custodian Pty Limited 2,654,425 0.44 RBC Dexia Investor Services Australia Nominees Pty Limited 2,258,476 0.38 Australian Reward Investment Alliance 2,253,183 0.38 Bond Street Custodians Limited 2,118,703 0.35 Sneath & King Pty Limited 1,638,065 0.27 Debortoli Wines Pty Limited 1,509,102 0.25 Sandhurst Trustees Limited 1,282,793 0.21 Queensland Investment Corporation 1,255,951 0.21 Mr Howard Anthony Stallman 1,205,000 0.20

ON-MARKET BUY-BACK There is no current on-market buy-back of the Company’s shares in place.

* CDS & Co hold shares on behalf of Canadian shareholders.

Equinox Minerals Limited Additional Australian Securities Exchange InformationAs at March 16, 2009

Equinox Minerals Limited Tenement Schedule

PROJECTS TENEMENTS EQUINOX INTEREST JOINT VENTURE PARTNER

ZAMBIA

Lumwana LML49 100% Mwombezhi Dome PLLS148Kabompo PLLS027 Kitwe PLLS026 100%# * Mwekere PLLS176 Kasanka PLLS081 Mutapanda To be advised 100% AUSTRALIA Curnamona Craton Ethiudna EL3714 100% Uranium One Australia Pty Ltd

EL = Exploration Licence; PLLS = Prospecting Licence; LML = Large scale Mining Lease.

# Anglo American have a 70% clawback option should a mineral resource > 3 million tonnes copper metal (or equivalent) be discovered.

* Prospecting Licences are in the process of being converted to Retention Licences, final approval is pending.

Equinox Minerals Limited Offices

Canada155 University Avenue, Toronto Ontario, Canada M5H 3B7Telephone: +1 (416) 865 3393 Facsimile: +1 (416) 865 3394

Australia50 Kings Park Road, West Perth, Western Australia, Australia 6005Telephone: +61 (8) 9322 3318 Facsimile: +61 (8) 9324 1195 Email: [email protected] Website: www.equinoxminerals.com

Stock SymbolEQN – Toronto Stock Exchange, Australian Stock Exchange

AuditorsPricewaterhouseCoopers LLPSuite 3000, Box 82, Royal Trust Tower, TD Centre Toronto Ontario, Canada M5K 1G8

Transfer AgentsCIBC Mellon Trust Company199 Bay Street, Commercial Court West, Securities Level Toronto Ontario, Canada M5L 1G9Telephone: +1 416 643 5500

Advanced Share Registry Services150 Stirling Highway, Nedlands, Perth, Western Australia, 6009, AustraliaTelephone: +61 (8) 9389 8033

Corporate Directory

Directors and Officers

Peter Tomsett Chairman

Craig Williams President & CEO

David McAusland Director

Harry Michael Director, Vice President Operations & COO

Dave Mosher Director

Jim Pantelidis Director

Brian Penny Director

Michael Klessens Vice President Finance CFO & Company Secretary

Kevin van Niekerk Vice President Investor Relations & Corporate

Development

Robert Rigo Vice President Project Development

Ralph Gibson Vice President Project Finance

Contents

Corporate Profile 1Equinox at a Glance 2Chairman’s Letter to Shareholders 5President/CEO’s Letter to Shareholders 8 Lumwana Project Summary 10Equinox Exploration 17Corporate Responsibility 19The Equinox Team 20MD&A 22Financial Statements & Notes 39Statement of Corporate Governance 74

Cautionary Language and Forward Looking Statements

This document contains ‘forward-looking statements’ and ‘forward-looking information’, which may include, but is not limited to, statements with respect to the future financial or operating performances of Equinox, its subsidiaries and their respective projects, the future price of copper and uranium, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, estimated costs of future production, the sale of future production, capital, operating and exploration expenditures, the costs of Equinox’s hedging policy, costs and timing of future exploration, requirements for additional capital, government regulation of exploration, development and mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, and limitations of insurance coverage. Often, but not always, forward-looking information can be identified by the use of words such as ‘plans’, ‘expects’, ‘is expected’, ‘is expecting’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or variations (including negative variations) of such words and phrases, or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’, or ‘will’ be taken, occur or be achieved. The purpose of forward-looking information is to provide the reader with information about management’s expectations and plans for the Company. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Equinox and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, those factors discussed in the section entitled ‘Risk Factors’ in the Company’s annual information form, which is available at www.SEDAR.com. Although Equinox has attempted to identify statements containing important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Equinox disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.

The Company has included a non-GAAP performance measure in this news release: ‘cash (C1) operating cost’. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Company. It is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP. Cash (C1) operating cost is a common performance measure in the copper industry and is prepared and presented herein on a basis consistent with the industry standard Brook Hunt definitions. Cash (C1) operating cost includes direct cash costs, minesite and realization costs through to refined metal.

Scientific and technical information contained in this press release has been prepared under the supervision of Robert Rigo, Vice President, Project Development of Equinox who is a ‘Qualified Person’ in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects.Readers are cautioned not to rely solely on the summary of information contained in this release, but should read the Amended Technical Report which is posted on Equinox’s website (www.equinoxminerals.com) and filed on SEDAR (www.sedar.com) and any future amendments to such report. Readers are also directed to the cautionary notices and disclaimers contained therein. All currency in this release is U.S. dollars unless otherwise stated.

Readers are cautioned not to rely solely on the summary of such information contained in this release, but should read the Amended Technical Report which is posted on Equinox’s website www.equinoxminerals.com and filed on SEDAR www.sedar.com and any future amendments to such report. Readers are also directed to the cautionary notices and disclaimers contained herein. All currency in this release is U.S. dollars unless otherwise stated.

In this report ‘Equinox’, ‘the Company’ and/or ‘the Corporation’ refer to Equinox Minerals Limited.


Equinox Canada155 University Avenue, Toronto Ontario, Canada M5H 3B7Telephone: +1 (416) 865 3393 Facsimile: +1 (416) 865 3394

Equinox Australia50 Kings Park Road, West Perth, Western Australia, Australia 6005Telephone: +61 (8) 9322 3318 Facsimile: +61 (8) 9324 1195

[email protected] www.equinoxminerals.com

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Equinox Annual Report 2008

Equinox - HotCopper

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