6-K
Orla Mining Ltd. (ORLA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
Report ofForeign Private Issuer
Pursuantto Rule 13****a-16 or 15d-16
UNDER theSecurities Exchange Act of 1934
For the month of July 2026
Commission File Number: 001-39766

ORLA MINING LTD.
(Translation of registrant's name into English)
Suite 2020 - 666 Burrard Street
Vancouver,BC
V6C 2X8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ORLA MINING LTD.. | ||
|---|---|---|
| Date: July 28, 2026 | /s/ Etienne Morin | |
| Name: Etienne Morin<br><br> <br>Title: Chief Financial Officer<br><br> <br><br> <br><br><br><br> <br><br><br> <br>**** |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated July 28, 2026 |
Exhibit 99.1
| News Release | ![]() |
|---|
Orla Receives Court Approval for Business Combination with Equinox Gold
VANCOUVER, BC, July 28, 2026 /CNW/ -- Orla Mining Ltd. (TSX: OLA) (NYSE: ORLA) ("Orla" or the "Company") is pleased to announce that the Supreme Court of British Columbia has granted the final order in connection with the Company's previously announced business combination (the "Arrangement") with Equinox Gold Corp. (TSX: EQX) (NYSE American: EQX) ("Equinox Gold") pursuant to a court-approved plan of arrangement, whereby Equinox Gold will, among other things, acquire all of the issued and outstanding common shares of Orla. Pursuant to the Arrangement, holders of common shares of Orla will receive 1.00 common share of Equinox Gold and US$0.0001 in cash for each Orla common share held.
Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close on or about July 31, 2026. Following closing of the Arrangement, the Orla shares are expected to be delisted from the Toronto Stock Exchange and the NYSE American Stock Exchange (the "Delisting"). Following the Delisting, it is anticipated that Orla will apply to cease to be a reporting issuer under applicable Canadian securities laws and will terminate its registration under Section 12(b) of the United States Securities Exchange Act of 1934, as amended.
For a more detailed description of the Arrangement, please refer to Orla's management information circular dated June 19, 2026 (the "Circular"), available on SEDAR+ and EDGAR under the Company's profile at www.sedarplus.ca and www.sec.gov, respectively, and on Orla's website at https://orlamining.com/investors/special-meeting/.
About Orla Mining Ltd.
Orla's corporate strategy is to acquire, develop, and operate mineral properties where the Company's expertise can substantially increase stakeholder value. The Company has three material projects, consisting of two operating mines and one development project, all 100% owned by the Company: (1) Camino Rojo, in Zacatecas State, Mexico, an operating gold and silver open-pit and heap leach mine and the potential underground Project. The property covers over 139,000 hectares which contains a large oxide and sulphide Mineral Resource; (2) Musselwhite Mine, in Northwestern Ontario, Canada, an underground gold mine that has been in operation for over 25 years and produced over 6 million ounces of gold, with a long history of resource growth and conversion; and (3) South Railroad (South Carlin Complex), in Nevada, United States, a feasibility-stage, open pit, heap leach gold project located on the Carlin trend. The technical reports for the Company's material projects are available on Orla's website at www.orlamining.com, and on SEDAR+ and EDGAR under the Company's profile at www.sedarplus.ca and www.sec.gov, respectively.
On Behalf of the Board
"Jason Simpson"
President and Chief Executive Officer
For further information, pleasecontact:
Andrew Bradbury
Vice President, Investor Relations & Corporate Development
www.orlamining.com
Forward-looking Statements
This news release includes certain statements andinformation that constitute "forward-looking statements" and "forward-looking information" within the meaning of applicablesecurities legislation and may include future-oriented financial information (collectively "forward-looking statements"), includingstatements regarding the intent of the Company, or the beliefs or current expectations of the officers and directors of the Company forthe combined company. When used in this news release, words such as "will", "expect", "potential", "path","objective", "becoming", "subject to", "expected", "to be", "look forward","intends", "plans", "enter", "create", "enhance", "improve", and similar expressionsare intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "may","could", "would", "should", "occur" or "be achieved" or the negative connotation ofsuch terms. As well, forward-looking statements may relate to future outlook and anticipated events, such as the combined company's plansand expectations with respect to the proposed Arrangement and discussion of future plans, projections, objectives, estimates and forecastsand the timing related thereto; and the expected timing of completion of the Arrangement.
The forward-looking statements contained hereininclude certain material assumptions and estimates regarding the forward-looking statements that, if untrue, could cause actual results,performances or achievements of the Companies to be materially different, including without limitation, assumptions regarding future goldprices, future prices of inputs to the Companies operations, future exchange rates, the Companies' ability to carry on exploration, development,and mining activities as currently contemplated; the success of the new management team; the realization of synergies and premiums; thesatisfaction of all conditions to the completion of the Arrangement; Mineral Reserve and Mineral Resource estimates and the assumptionson which they are based; and that there will be no material adverse changes or disruptions affecting the companies or its respective properties.
While Orla considers these assumptions to be reasonablebased on information currently available, they may prove to be incorrect. Although Orla believes that the expectations reflected in suchforward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements since the Company can giveno assurance that such expectations will prove to be correct. The Company cautions that forward-looking statements involve known and unknownrisks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or impliedby such forward-looking statements contained in this news release. Such factors include, without limitation: risks related to fluctuationsin gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services; fluctuations in currency markets;sanctions and/or tariffs against countries where the combined company will have assets; the potential for labour-related disruptions andunplanned delays or interruptions in scheduled construction, development and production, including by blockade; operational risks andhazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown,unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); inadequate insurance, or inabilityto obtain insurance to cover these risks and hazards; employee relations; relationships with, and claims by, local communities and indigenouspopulations; the combined company's ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner or atall; changes in laws, regulations and government practices, including environmental, export and import laws and regulations; capital,decommissioning and reclamation estimates; the potential for legal restrictions relating to mining including; expropriation; increasedcompetition in the mining industry; and the ability of the combined company to work productively with its Indigenous and community partners.
Additional factors are identified in Orla's andEquinox Gold's other filings with securities regulators including, but not limited to, the Circular, Orla's MD&A dated March 19, 2026for the year ended December 31, 2025, Orla's annual information form dated March 19, 2026 for the year ended December 31, 2025, and Orla'sMD&A dated May 8, 2026 for the three months ended March 31, 2026, all of which are available on Orla's profile on SEDAR+ at www.sedarplus.caand on EDGAR at www.sec.gov. Accordingly, readers are cautioned not to put undue reliance on the forward-looking statements or informationcontained in this news release.
Forward-looking statements are designed to helpreaders understand management's views as of that time with respect to future events and speak only as of the date they are made. Exceptas required by applicable law, Orla assumes no obligation to update or to publicly announce the results of any change to any forward-lookingstatement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptionsor changes in other factors affecting the forward-looking statements. If Orla updates any one or more forward-looking statements, no inferenceshould be drawn that it will make additional updates with respect to those or other forward-looking statements. All forward-looking statementscontained in this news release are expressly qualified in their entirety by this cautionary statement.
SOURCE Orla Mining Ltd.
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%CIK: 0001680056
CO: Orla Mining Ltd.
CNW 17:00e 28-JUL-26