6-K - ORLA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 6-K

Reportof Foreign Private Issuer

Pursuantto Rule 13****a-16 or 15d-16

UNDERthe Securities Exchange Act of 1934

For the month of August 2025

Commission File Number: 001-39766

ORLA MINING LTD.

(Translation of registrant's name into English)

Suite 1010, 1075 West Georgia StreetVancouver, British Columbia,

V6E 3C9, Canada

(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 x

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

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

INCORPORATION BY REFERENCE

Exhibit 99.1 (Condensed Interim Consolidated Financial Statements for the Three and Six Months ended June 30, 2025 and 2024) and Exhibit 99.2 (Management’s Discussion and Analysis for the Three and Six Months ended June 30, 2025) to this Report on Form 6-K are incorporated by reference into this report and are hereby incorporated by reference into and as an exhibit to the registrant’s Registration Statement on Form S-8 (File No. 333-272171), as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

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: August 11, 2025	/s/ Etienne Morin
	Name:	Etienne Morin
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Condensed Interim Consolidated Financial<br> Statements for the three and six months ended June 30, 2025 and 2024
99.2	Management’s Discussion and<br> Analysis for the three and six months ended June 30, 2025
99.3	Certification of Interim Filings<br> – Chief Executive Officer
99.4	Certification of Interim Filings<br> – Chief Financial Officer

Exhibit 99.1

Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

Presented in United States dollars

ORLA MINING LTD.

Condensed Interim Consolidated Balance Sheets

(Unaudited - thousands of United States dollars)

	June 30,<br> 2025			December 31,<br> 2024
ASSETS
Current assets
Cash	$	215,448		$	160,849
Trade and other receivables		12,904			229
Derivative assets (note 15)		—			2,518
Value added taxes recoverable (note 11)		18,507			8,482
Inventory (note 10)		70,194			29,212
Prepaid expenses		6,849			3,329
		323,902			204,619
Long term inventory (note 10)		6,538			6,924
Derivative assets (note 15)		29,000			869
Property, plant and equipment (note 13)		1,318,540			202,585
Exploration and evaluation properties (note 12)		181,993			181,993
Other non-current assets		1,312			1,359
TOTAL ASSETS	$	1,861,285		$	598,349
LIABILITIES
Current liabilities
Trade payables and accrued liabilities (note 16)	$	81,050		$	22,594
Current portion of long term debt (note 17)		15,000			—
Deferred revenue (note 18)		117,660			—
Derivative liabilities (note 15)		121,000			—
Income taxes payable		48,010			28,971
		382,720			51,565
Lease obligations (note 19)		6,145			1,346
Long term debt (note 17)		372,734			—
Derivative liabilities (note 15)		14,000			249
Deferred revenue (note 18)		239,927			8,665
Site closure provisions (note 20)		94,716			9,761
Other long term liabilities		2,721			1,746
Deferred tax liabilities (note 14)		250,482			17,572
TOTAL LIABILITIES		1,363,445			90,904
SHAREHOLDERS' EQUITY
Share capital (note 21)		507,366			494,833
Reserves		24,720			25,182
Accumulated other comprehensive loss		(3,839	)		(3,783	)
Accumulated deficit		(30,407	)		(8,787	)
TOTAL SHAREHOLDERS’ EQUITY		497,840			507,445
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,861,285		$	598,349
/s/ Jason Simpson	/s/ Elizabeth McGregor
---	---
Jason<br> Simpson, Director	Elizabeth<br> McGregor, Director

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

Page 2

ORLA MINING LTD.

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Unaudited - thousands of United States dollars, except per-share amounts)

	Three months ended June 30						Six months ended June 30
	2025			2024			2025			2024
REVENUE (note 3)	$	263,747		$	84,570		$	404,417		$	151,848
COST OF SALES
Operating costs (note 6(a))		(85,579	)		(18,524	)		(133,851	)		(36,633	)
Depletion and depreciation		(40,759	)		(9,575	)		(57,558	)		(18,374	)
Royalties (note 6(b))		(6,400	)		(2,098	)		(9,745	)		(3,766	)
		(132,738	)		(30,197	)		(201,154	)		(58,773	)
EARNINGS FROM MINING OPERATIONS		131,009			54,373			203,263			93,075
EXPLORATION AND EVALUATION (note 7)		(9,412	)		(6,649	)		(18,291	)		(11,393	)
GENERAL AND ADMINISTRATIVE EXPENSES (note 8)		(7,901	)		(3,878	)		(23,703	)		(7,747	)
OTHER
Interest income		1,881			5,715			3,706			7,120
Depreciation		(110	)		(126	)		(230	)		(253	)
Share based payments (note 23)		(1,581	)		(835	)		(4,899	)		(2,254	)
Interest and accretion expense (note 9)		(17,050	)		(2,067	)		(23,849	)		(4,142	)
Fair value adjustments on financial instruments (note 15)		(3,000	)		—			(83,725	)		—
Foreign exchange gain (loss)		(4,268	)		2,080			(6,695	)		3,024
Other gains (losses)		(13	)		—			(29	)		—
		(24,141	)		4,767			(115,721	)		3,495
INCOME BEFORE TAXES		89,555			48,613			45,548			77,430
Income taxes (note 30)		(41,343	)		(24,348	)		(67,168	)		(35,680	)
INCOME (LOSS) FOR THE PERIOD	$	48,212		$	24,265		$	(21,620	)	$	41,750
INCOME (LOSS) FOR THE PERIOD, as above	$	48,212		$	24,265		$	(21,620	)	$	41,750
Items that may in future be reclassified to profit or loss:
Foreign currency differences arising on translation		(40	)		(579	)		(56	)		(1,881	)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	48,172		$	23,686		$	(21,676	)	$	39,869
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (note 22)
Basic (millions)		324.9			318.0			323.6			316.6
Diluted (millions)		387.6			333.0			323.6			330.5
EARNINGS (LOSS) PER SHARE (note 22)
Basic	$	0.15		$	0.08		$	(0.07	)	$	0.13
Diluted	$	0.13		$	0.07		$	(0.07	)	$	0.13

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

Page 3

ORLA MINING LTD.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited - thousands of United States dollars)

	Three months ended June 30						Six months ended June 30
	2025			2024			2025			2024
OPERATING ACTIVITIES
Income (loss) for the period	$	48,212		$	24,265		$	(21,620	)	$	41,750
Adjustments for items not affecting cash:
Depreciation and depletion		40,869			9,701			57,788			18,627
Share based payments expense (note 23)		1,581			835			4,899			2,254
Fair value adjustments on financial instruments (note 15)		3,000			—			83,725			—
Deliveries of metal under the gold prepay (note 18)		(34,823	)		—			(46,358	)		—
Unrealized foreign exchange loss (gain)		2,167			(1,520	)		4,732			(2,431	)
Other		301			(64	)		344			(17	)
Adjustments for:
Advance received under the gold prepay (note 18)		—			—			384,402			—
Interest and accretion expense (note 9)		17,050			2,067			23,849			4,142
Income tax related items (note 25(b))		24,324			22,010			12,150			14,680
Interest income not related to operating activities		—			(4,136	)		—			(4,136	)
Cash provided by operating activities before changes in non-cash working capital		102,681			53,158			503,911			74,869
Changes in non-cash working capital (note 25(c))		(7,859	)		(4,189	)		2,376			2,250
Cash provided by operating activities		94,822			48,969			506,287			77,119
INVESTING ACTIVITIES
Cash paid for acquisition of Musselwhite Mine Ltd. (note 14)		—			—			(798,504	)		—
Purchase of plant and equipment		(2,669	)		(4,759	)		(13,400	)		(9,381	)
Expenditures on mineral properties		(22,851	)		(3,103	)		(29,783	)		(6,979	)
Proceeds on disposal of property, plant and equipment		492			—			492			—
Acquisition of Contact Gold Corp., net of cash received		—			(2,666	)		—			(2,666	)
Value added taxes and interest received		—			8,368			—			8,368
Deposits and payments on long term assets		(5,604	)		(2,746	)		(4,986	)		1,528
Cash used in investing activities		(30,632	)		(4,906	)		(846,181	)		(9,130	)
FINANCING ACTIVITIES
Proceeds from (repayments of) Credit Facility (note 17)		(30,000	)		(10,000	)		220,000			(10,000	)
Transaction costs related to the Credit Facility (note 17)		—			—			(1,186	)		—
Convertible notes issued (note 17)		—			—			200,000			—
Settlement of gold forward contracts (notes 15(a) and 18)		—			—			(23,587	)		—
Proceeds from exercise of stock options and warrants		3,518			4,417			8,804			4,589
Interest paid		(6,862	)		(1,793	)		(9,684	)		(3,672	)
Lease payments		(413	)		(243	)		(625	)		(483	)
Cash provided by (used in) financing activities		(33,757	)		(7,619	)		393,722			(9,566	)
Effects of exchange rate changes on cash		784			(209	)		771			(753	)
Net increase in cash		31,217			36,235			54,599			57,670
Cash, beginning of period		184,231			118,067			160,849			96,632
CASH, END OF PERIOD	$	215,448		$	154,302		$	215,448		$	154,302
Supplemental cash flow information (note 25)

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

Page 4

ORLA MINING LTD.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited - thousands of United States dollars)

	Common shares
	Number<br> of<br> shares <br><br> (thousands)	Amount			Share<br> based <br><br> payments<br><br> reserve			Warrants<br><br> reserve			Equity<br> <br><br> component <br><br> of <br><br> convertible<br><br> notes<br><br> issued		Total			Accumulated<br> <br> Other <br><br> Comprehensive <br><br> Income (loss)			Accumulated<br><br> deficit			Total
Balance<br> at January 1, 2024	315,074	$	474,361		$	10,620		$	13,767		$	—	$	24,387		$	(439	)	$	(97,768	)	$	400,541
Shares<br> issued pursuant to acquisition	2,221		8,937			—			—			—		—			—			—			8,937
Share<br> issuance costs	—		(71	)		—			—			—		—			—			—			(71	)
Warrants<br> exercised (note 21)	1,183		2,905			—			(313	)		—		(313	)		—			—			2,592
Options<br> exercised (note 23)	1,138		2,721			(724	)		—			—		(724	)		—			—			1,997
RSUs<br> issued upon vesting (note 23)	139		623			(623	)		—			—		(623	)		—			—			—
Share<br> based payments (note 23)	—		—			1,963			—			—		1,963			—			—			1,963
Income<br> for the period	—		—			—			—			—		—			—			41,750			41,750
Other<br> comprehensive loss	—		—			—			—			—		—			(1,881	)		—			(1,881	)
Balance<br> at June 30, 2024	319,755	$	489,476		$	11,236		$	13,454		$	—	$	24,690		$	(2,320	)	$	(56,018	)	$	455,828
Balance<br> at January 1, 2025	321,678	$	494,833		$	12,131		$	13,051		$	—	$	25,182		$	(3,783	)	$	(8,787	)	$	507,445
Equity<br> component of convertible notes issued	—		—			—			—			1,000		1,000			—			—			1,000
Warrants<br> exercised (note 21)	1,730		4,390			—			(426	)		—		(426	)		—			—			3,964
Options<br> exercised (note 23)	1,618		6,927			(2,087	)		—			—		(2,087	)		—			—			4,840
RSUs<br> issued upon vesting (note 23)	209		821			(821	)		—			—		(821	)		—			—			—
DSUs<br> issued upon vesting (note 23)	152		395			(395	)		—			—		(395	)		—			—			—
Share<br> based payments (note 23)	—		—			2,267			—			—		2,267			—			—			2,267
Loss<br> for the period	—		—			—			—			—		—			—			(21,620	)		(21,620	)
Other<br> comprehensive loss	—		—			—			—			—		—			(56	)		—			(56	)
Balance<br> at June 30, 2025	325,387	$	507,366		$	11,095		$	12,625		$	1,000	$	24,720		$	(3,839	)	$	(30,407	)	$	497,840

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

Page 5

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts).

1.	CORPORATE INFORMATION AND NATURE OF OPERATIONS

Orla Mining Ltd. was incorporated in Alberta in 2007 and was continued into British Columbia in 2010 and subsequently into Ontario under the Business Corporations Act (Ontario) in 2014. In 2016, the Company was continued as a federal company under the Canada Business Corporations Act. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries. The registered office of the Company is located at Suite 1010, 1075 West Georgia Street, Vancouver, Canada.

The Company is engaged in the acquisition, exploration, development, and exploitation of mineral properties, and holds the Camino Rojo gold and silver mine in Zacatecas State, Mexico, the South Carlin Complex in Nevada, USA, and the Cerro Quema gold project in Panama. On February 28, 2025, the Company acquired the Musselwhite Mine in Ontario, Canada (note 14).

2.	BASIS OF PREPARATION
(a)	Statement of compliance and basis of presentation
---	---

We have prepared these condensed interim consolidated financial statements of the Company in accordance with IAS 34 «Interim Financial Reporting» and do not include all the information required for full annual financial statements.

The preparation of these condensed interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

These condensed interim consolidated financial statements are presented in United States dollars and include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. In these financial statements, $ means United States dollars and C$ means Canadian dollars.

On August 11, 2025, the Board of Directors approved these condensed interim consolidated financial statements for issuance.

(b)	Going concern

These condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future.

(c)	Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. Where necessary, we have made adjustments to the financial statements of subsidiaries to bring their accounting policies in line with the accounting policies of the consolidated group.

Page 6

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition or control and up to the effective date of disposition or loss of control. Control is achieved when the Company has power over the investee, is exposed to or has rights to variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee.

Orla Mining Ltd. is the ultimate parent entity of the group. At June 30, 2025, the main operating subsidiaries of the Company, their geographic locations, and the ownership interests held by the Company, were as follows:

Name	Principal activity			Location
Musselwhite Mine Ltd.	Production	100	%	Canada
Minera Camino Rojo SA de CV	Production	100	%	Mexico
Gold Standard Ventures (US) Inc.	Exploration	100	%	USA
Minera Cerro Quema SA	Exploration	100	%	Panama
3.	MATERIAL ACCOUNTING POLICY INFORMATION
---	---

These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as at and for the years ended December 31, 2024 and 2023.

We applied the same accounting policies in these condensed interim consolidated financial statements as those applied in the Company’s audited consolidated financial statements as at and for the year ended December 31, 2024.

4.	SIGNIFICANT JUDGEMENTS AND ESTIMATES

In preparing these condensed interim consolidated financial statements, the significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements as at and for the year ended December 31, 2024. However, our acquisition of the Musselwhite Mine (note 14) during the period required us to make additional judgements and estimates as follows.

(a)	Material accounting policies and judgements adopted in the period

Business combination assessment

Management exercised judgement in determining that the acquisition of Musselwhite Mine met the definition of a business under IFRS 3 «Business Combinations», which resulted in the recognition of identifiable assets acquired and liabilities assumed.

Classification of the gold prepay arrangement

In connection with the acquisition, the Company entered into a gold prepay arrangement whereby an upfront cash payment was received in exchange for the future delivery of gold ounces. We determined that this arrangement represented a contract liability (in other words, a deferred revenue) under IFRS 15 «Revenue from Contracts with Customers», rather than a financial liability under IFRS 9 «Financial Instruments», based on the Company’s contractual obligation, intent, and ability to deliver physical gold, in accordance with the Company’s expected production and sales.

Page 7

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Componentization of the convertible notes

The Company issued convertible notes as part of the financing for the acquisition. Based on our analysis of the terms of the convertible notes, we determined that the instrument should be separated into four components: (i) a host debt liability measured at amortized cost, (ii) a derivative liability for the investor’s conversion feature, (iii) a derivative asset for the Company’s redemption right, and (iv) warrants, which we classified as a financial liability. Judgement was required in identifying, classifying, and measuring each component under IFRS 9 «Financial Instruments» and IAS 32 «Financial Instruments: Presentation».

Functional currency

The acquired entity

Judgement was applied in determining the functional currency of Musselwhite Mine in accordance with IAS 21 «The Effects of Changes in Foreign Exchange Rates», based on the currency that most faithfully represents the primary economic environment in which Musselwhite Mine operates.

The parent entity

As a result of the financing components undertaken by the parent entity, we also applied judgement in considering and reassessing the functional currency of the parent entity.

Effective February 28, 2025, we concluded that there was a change to the primary economic environment in which the parent company of the group, Orla Mining Ltd, operates. This change was a result of the acquisition of Musselwhite Mine Ltd and the entering into of a gold prepay facility by the parent entity. Accordingly, we expect Orla Mining Ltd will in the foreseeable future conduct the majority of its transactions, including revenues, costs, and financing activities, in US dollars. Consequently, the functional currency of Orla Mining Ltd. was changed from Canadian dollars to United States dollars.

In accordance with IAS 21 «The Effects of Changes in Foreign Exchange Rates», this change in functional currency is accounted for prospectively from the date of the change. At February 28, 2025, the assets, liabilities, and equity items of Orla Mining Ltd were translated into US dollars using the exchange rate at that date.

(b)	Key Sources of Estimation Uncertainty

Fair value measurement of financial instruments

The valuation of each of the components of the convertible notes, and of the gold prepay arrangement, involved complex models using unobservable inputs, including discount rates, share price volatility, expected lives, and estimated costs of capital, and credit spreads. These estimates could change significantly as market conditions change.

Revenue recognition of the gold prepay arrangement

The timing and amount of revenue recognized from the gold prepay is based on estimated future delivery schedules, and discount rates used in the computation of the deferred revenue liability.

Page 8

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Mineral reserves and resources

Estimates of mineral reserves and resources for the Musselwhite Mine were incorporated into our life-of-mine models and are subject to periodic updates. These estimates impact future depreciation and the valuation and timing of site closure obligations.

Rehabilitation and closure provisions

Site closure obligations were remeasured as of the acquisition date at fair value. These estimates involve assumptions regarding timing and cost of closure activities, inflation rates, currency rates, and discount rates.

Deferred income taxes

The recognition of deferred tax liabilities on temporary differences was based on estimates of the underlying tax bases of Musselwhite Mine. Our assessments of the recoverability of any deferred tax assets arising from the acquisition were based on our views of future taxable income and will in future consider additional tax planning strategies. These estimates are sensitive to changes in metal prices, production volumes, and changes in Canadian tax laws and rates.

5.	REVENUE
	Three months ended <br> June 30				Six months ended <br> June 30
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Gold	$	256,540	$	81,314	$	391,677	$	147,282
Silver		7,207		3,256		12,740		4,566
Revenue	$	263,747	$	84,570	$	404,417	$	151,848
Customer A	$	16,604	$	12,320	$	42,518	$	16,981
Customer B		109,181		28,165		173,259		49,380
Customer C		99,363		37,959		138,996		74,983
Others		38,599		6,126		49,644		10,504
Revenue	$	263,747	$	84,570	$	404,417	$	151,848

During the six months ended June 30, 2025, three customers each contributed more than 10% of total revenues for a combined total of approximately 88% of revenues (three months ended June 30, 2025 – two customers each contributed more than 10% of total revenues for a combined total of approximately 79% of revenues). The Company is not economically dependent on any specific customers for the sale of its product because gold can be sold through numerous gold traders worldwide.

Page 9

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

6.	COST OF SALES
(a)	Operating costs
---	---
	Three months ended <br> June 30				Six months ended <br> June 30
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Mining and processing costs	$	82,700	$	18,118	$	129,953	$	35,877
Refining and transportation costs		2,879		406		3,898		756
	$	85,579	$	18,524	$	133,851	$	36,633
(b)	Royalties
---	---
	Three months ended <br> June 30				Six months ended <br> June 30
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Camino Rojo Oxide NSR royalty	$	1,872	$	1,675	$	3,707	$	3,007
Mexican Extraordinary Mining Duty		951		423		1,881		759
Musselwhite Mine royalty		3,577		—		4,157		—
	$	6,400	$	2,098	$	9,745	$	3,766
7.	EXPLORATION AND EVALUATION EXPENSES
---	---
	Three months ended <br> June 30				Six months ended <br> June 30
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Camino Rojo	$	1,833	$	1,751	$	3,367	$	3,433
Musselwhite Mine		194		—		419		—
South Railroad		6,307		3,606		9,849		5,695
Cerro Quema		951		1,209		4,394		2,080
Other		127		83		262		185
	$	9,412	$	6,649	$	18,291	$	11,393

Page 10

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

8.	GENERAL AND ADMINISTRATIVE EXPENSES
	Three months ended <br> June 30				Six months ended <br> June 30
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Office and administrative	$	1,179	$	875	$	2,410	$	1,706
Professional fees		3,913		1,028		15,268		1,815
Regulatory and transfer agent		72		49		547		326
Salaries and benefits		2,737		1,926		5,478		3,900
	$	7,901	$	3,878	$	23,703	$	7,747
9.	INTEREST AND ACCRETION EXPENSE
---	---
	Three months ended <br> June 30				Six months ended <br> June 30
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Interest expense
Amended Credit Facility (note 17)	$	4,448	$	—	$	6,098	$	—
Convertible notes (note 17)		2,244		—		3,008		—
Credit Facility (note 17)		—		1,656		—		3,354
Interest expense on lease liabilities (note 19)		91		33		140		68
Other		49		118		479		221
Interest expense		6,832		1,807		9,725		3,643
Accretion expense
Accretion of site closure provisions (note 20)		948		138		1,326		255
Deferred revenue (note 18)		7,828		122		10,878		244
Convertible notes (note 17)		1,343		—		1,788		—
Credit Facility inception costs (note 17)		99		—		132		—
Accretion expense		10,218		260		14,124		499
Interest and accretion expense	$	17,050	$	2,067	$	23,849	$	4,142

Page 11

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

10.	INVENTORY
	June 30,<br> 2025		December 31,<br> 2024
---	---	---	---	---
Current
Stockpiled ore	$	6,633	$	1,063
In-process inventory		29,707		15,014
Finished goods inventory		6,709		8,520
Materials and supplies		27,145		4,615
Inventory – current	$	70,194	$	29,212
Long term
Stockpiled ore	$	6,538	$	6,924

Long term inventory consists of stockpiled ore that is not expected to be processed within 12 months. Included within inventory at June 30, 2025 is $14.3 million of depreciation and depletion (December 31, 2024 — $8.8 million).

11.	VALUE ADDED TAXES RECOVERABLE
	June 30,<br> 2025		December 31,<br> 2024
---	---	---	---	---
Canada	$	11,257	$	153
Mexico		7,250		8,329
	$	18,507	$	8,482
12.	EXPLORATION AND EVALUATION PROPERTIES
---	---

Our exploration and evaluation properties consist of the South Carlin Complex in Nevada, United States, and the Cerro Quema Project in Panama.

	South Railroad			Cerro Quema		Total
At January 1, 2024		160,000			10,000		170,000
Acquisition of Contact Gold Corp.		12,203			—		12,203
Farm out proceeds		(210	)		—		(210	)
At December 31, 2024 and June 30, 2025	$	171,993		$	10,000	$	181,993

Page 12

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

13.	PROPERTY, PLANT AND EQUIPMENT
	Producing<br><br> mineral <br><br>property		Buildings			Machinery<br><br> and <br><br>equipment			Other <br><br>assets			Other right <br><br>of use <br><br>assets			Construction<br><br> in progress			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Cost
At January 1, 2024	$	127,899	$	71,222		$	54,052		$	3,450		$	4,549		$	4,881		$	266,053
Additions		13,318		11			220			20			1,590			15,859			31,018
Transfers		—		12,244			2,924			231			—			(15,399	)		—
Change in site closure provision (note 20)		1,244		—			—			—			—			—			1,244
Derecognition		—		—			—			—			(586	)		—			(586	)
Due to changes in exchange rates		—		—			—			(21	)		(78	)		—			(99	)
Disposals		—		—			(253	)		(145	)		(2,240	)		—			(2,638	)
At December 31, 2024	$	142,461	$	83,477		$	56,943		$	3,535		$	3,235		$	5,341		$	294,992
Additions		29,783		975			617			6,070			7,938			5,737			51,120
Transfers		—		442			1,232			2			—			(1,676	)		—
Acquisition of Musselwhite Mine (note<br> 14)		883,647		50,691			155,483			4,506			—			3,466			1,097,793
Change in site closure provision (note 20)		30,909		—			—			—			—			—			30,909
Due to changes in exchange rates		—		—			—			—			(3	)		—			(3	)
Disposals		—		(490	)		(1,150	)		(4	)		(56	)		—			(1,700	)
At June 30, 2025	$	1,086,800	$	135,095		$	213,125		$	14,109		$	11,114		$	12,868		$	1,473,111
Accumulated depreciation
At January 1, 2024	$	23,485	$	15,896		$	11,675		$	1,268		$	2,010		$	—		$	54,334
Disposals		—		—			(253	)		(145	)		(2,240	)		—			(2,638	)
Depletion and depreciation		20,338		10,699			7,717			663			1,294			—			40,711
At December 31, 2024	$	43,823	$	26,595		$	19,139		$	1,786		$	1,064		$	—		$	92,407
Disposals		—		(79	)		(1,070	)		(4	)		(19	)		—			(1,172	)
Depletion and depreciation		43,219		7,473			11,115			921			608			—			63,336
At June 30, 2025	$	87,042	$	33,989		$	29,184		$	2,703		$	1,653		$	—		$	154,571
Net book value
At December 31, 2024	$	98,638	$	56,882		$	37,804		$	1,749		$	2,171		$	5,341		$	202,585
At June 30, 2025	$	999,758	$	101,106		$	183,941		$	11,406		$	9,461		$	12,868		$	1,318,540

Page 13

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

14.	ACQUISITION OF MUSSELWHITE MINE

On February 28, 2025, the Company acquired all the outstanding shares of a wholly-owned subsidiary ("Musselwhite Mine Ltd.") of Newmont Corporation that owned a 100% interest in the Musselwhite Mine in northern Ontario (the "Transaction"). We accounted this acquisition as a business combination under IFRS 3 «Business Combinations».

Consideration for the purchase consisted of an upfront payment of $810 million (subject to customary adjustments for working capital and timing of closing) and up to $40 million in contingent consideration. The upfront payment was financed through the following sources:

·	$250 million from a syndicate of lenders comprised of the Bank<br> of Nova Scotia, the Bank of Montreal, the Canadian Imperial Bank of Commerce and ING Capital<br> LLC, (consisting of $150 million from the Amended Revolving Facility and $100 million from<br> the Term Facility),
·	$360 million gold prepayment (the “Gold Prepayment”)<br> from the same syndicate of lenders, and
·	$200 million in senior unsecured convertible notes (the “Convertible<br> Notes”).

The contingent consideration consists of:

·	$20 million to be paid if the average spot price of gold exceeds<br> $2,900/oz for the one-year period ending February 28, 2026, and
·	$20 million to be paid if the average spot price of gold exceeds<br> $3,000/oz for the one-year period ending February 28, 2027.

The purchase consideration was calculated as follows:

	Preliminary		Provisional<br><br>Adjustments			Adjusted <br><br>Preliminary
Upfront cash payments made by the Company	$	798,504	$	—		$	798,504
Fair value of contingent consideration (note 15(c))		17,000		—			17,000
Working capital adjustments		—		(4,400	)		(4,400	)
Total purchase consideration	$	815,504	$	(4,400	)	$	811,104

The following table sets out the preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on management’s preliminary estimates of fair value:

	Preliminary			Provisional<br><br>Adjustments			Adjusted<br><br>Preliminary
Trade and other receivables	$	4,271		$	366		$	4,637
Value added taxes recoverable		1,381			(208	)		1,173
Inventory		38,847			—			38,847
Prepaid expenses		142			(58	)		84
Property, plant and equipment		1,105,342			(7,549	)		1,097,793
Trade payables and accrued liabilities		(45,118	)		767			(44,351	)
Site closure provision		(52,377	)		—			(52,377	)
Deferred tax liabilities		(236,984	)		2,282			(234,702	)
Total assets acquired and liabilities assumed, net	$	815,504		$	(4,400	)	$	811,104

Page 14

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

The Company incurred acquisition-related costs of $11.9 million during the six months ended June 30, 2025 which we have included in general and administrative expenses on the income statement.

We advise readers that the accounting for this business combination is incomplete as of the issuance date of these financial statements and that this initial accounting is based on provisional amounts. We will, in future reporting periods up to one year from the acquisition date, retrospectively adjust these provisional amounts to reflect new information we obtain as we complete our valuation procedures related to the assets acquired and liabilities assumed at the acquisition date.

15.	DERIVATIVE CONTRACTS
	Gold forward<br><br>contracts			Redemption <br><br>right asset		Contingent <br><br>consideration<br><br>liability			Warrants <br><br>liability			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	(note 15(a))			(note 15(b))		(note 15(c))			(note 15(d))
At December 31, 2023	$	—		$	—	$	—		$	—		$	—
Change in fair value during the period		3,138			—		—			—			3,138
At December 31, 2024		3,138			—		—			—			3,138
Recognized at February 28, 2025 (note 14)		—			18,000		(17,000	)		(50,000	)		(49,000	)
Change in fair value during the period		(26,725	)		11,000		(16,000	)		(52,000	)		(83,725	)
Settled during the period		23,587			—		—			—			23,587
At June 30, 2025	$	—		$	29,000	$	(33,000	)	$	(102,000	)	$	(106,000	)
Presented as:
Long term assets	$	—		$	29,000	$	—		$	—		$	29,000
Current liabilities		—			—		(19,000	)		(102,000	)		(121,000	)
Long term liabilities		—			—		(14,000	)		—			(14,000	)
At June 30, 2025	$	—		$	29,000	$	(33,000	)	$	(102,000	)	$	(106,000	)
(a)	Gold forward contracts
---	---

During November 2024, the Company entered into a series of gold forward contracts with multiple counterparties, intended to manage the risk of fluctuating gold prices between the date of the announcement of, and date of the closing of, the acquisition of the Musselwhite Mine (note 14). These contracts had a weighted average price per ounce of $2,834 to sell a total of 144,887 ounces between March 2025 and February 2028. We measured these contracts using a discounted cash flow model, incorporating gold forward prices from the London Bullion Market Association (“LBMA”) Traders Mid forward curve and discounting based on the 1-Month Term SOFR Zero Rate, adjusted for credit risk. These derivatives have not been designated as hedges. Consequently, changes in the fair values of these gold forward contracts are recognized in profit or loss for the period.

These contracts were closed out immediately prior to entering into the gold prepay arrangements (note 18(a)).

Page 15

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)	Redemption Right

As part of the issuance of the Convertible Notes on February 28, 2025 (note 17(b)), the Company retained a contractual redemption right, under which it may prepay the Convertible Notes at its discretion after the 18-month anniversary of issuance, provided that the 20-day volume-weighted average price (“VWAP”) of the Company’s common shares is at least 130% of the conversion price in effect at the time of redemption.

This embedded redemption feature is considered a derivative instrument that is not closely related to the host debt contract and is accounted for separately under IFRS 9 «Financial Instruments». Accordingly, the redemption right is recognized as a derivative financial asset and measured at fair value through profit or loss.

The fair value of the redemption right considers factors such as the prevailing market price of the Company’s shares, share price volatility, time to maturity, credit risk, and the likelihood of meeting the VWAP redemption condition.

(c)	Contingent consideration

The consideration for the purchase of Musselwhite Mine Ltd. includes contingent consideration comprising (i) a payment of $20 million if the average spot price of gold exceeds $2,900 per ounce during the one-year period ending February 28, 2026, and (ii) an additional $20 million if the average spot price of gold exceeds $3,000 per ounce during the one-year period ending February 28, 2027. Accordingly, the maximum payment possible under this contingent consideration is $40 million.

In accordance with IFRS 3 «Business Combinations», contingent consideration is recognized at its acquisition date fair value. Subsequent changes in the fair value of contingent consideration that are within the scope of IFRS 9 «Financial Instruments» and do not relate to information existing at the acquisition date are recognized in profit or loss.

We estimated the fair value of the contingent consideration using a Monte Carlo simulation model, which simulates future gold prices under the assumption that gold prices follow a Geometric Brownian Motion in a risk-neutral framework.

(d)	Warrants

Pursuant to the issuance of the convertible notes (note 17), the Company issued 23,392,397 common share purchase warrants on February 28, 2025. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of C$11.50 per common share. The warrants will expire on February 28, 2030.

Under IAS 32 «Financial Instruments: Presentation», the warrants do not meet the criteria for classification as equity because they are denominated in a currency other than the Company’s functional currency. As a result, we account for these warrants as derivative financial liabilities in accordance with IFRS 9 «Financial Instruments» and measure them at fair value through profit or loss at each reporting date. We present the warrant liability as a current liability on our balance sheet.

		Fair value
At January 1, 2025	—	$	—
Issued	23,392,397		50,000
Change in fair values during the period	—		52,000
At June 30, 2025	23,392,397	$	102,000

Page 16

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

The fair value of the warrant liability was estimated using the binomial tree method, using the following key assumptions:

	June 30,<br><br> 2025			February 28,<br><br> 2025
Share price	C$	13.68		C$	10.13
Exercise price	C$	11.50		C$	11.50
Implied volatility		44.8	%		37.3	%
Risk-free interest rate		2.6	%		4.0	%
Term to<br> maturity (years)		4.7			5.0
16.	TRADE PAYABLES AND ACCRUED LIABILITIES
---	---
	June 30,<br> 2025		December 31,<br> 2024
---	---	---	---	---
Trade payables and accrued trade liabilities	$	58,070	$	11,339
Royalties payable		3,842		3,415
Payroll related		13,738		5,547
Current portion of lease obligations (note 19)		3,413		833
Other		1,987		1,460
	$	81,050	$	22,594

Page 17

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

17.	LONG TERM DEBT
	Revolving facility			Term facility			Convertible <br><br>notes			Total
---	---	---	---	---	---	---	---	---	---	---	---	---
At January 1, 2024	$	88,350		$	—		$	—		$	88,350
Principal repayments during the period		(88,350	)		—			—			(88,350	)
At December 31, 2024		—			—			—			—
Advances		150,000			100,000			—			250,000
Proceeds for liability component of convertible notes<br> issued		—			—			167,000			167,000
Loan repayments		(30,000	)		—			—			(30,000	)
Transaction costs paid		(1,186	)		—			—			(1,186	)
Interest and accretion expense		3,714			2,516			4,796			11,026
Interest paid		(3,582	)		(2,516	)		(3,008	)		(9,106	)
Reallocated to accrued interest payable		—			—			—			—
At June 30, 2025	$	118,946		$	100,000		$	168,788		$	387,734
Current	$	—		$	15,000		$	—		$	15,000
Non-current		118,946			85,000			168,788			372,734
	$	118,946		$	100,000		$	168,788		$	387,734
(a)	Amended Credit Facility
---	---

Background

In April 2022, the Company entered into a credit facility (the “Credit Facility”) consisting of a $100 million term facility and a $50 million revolving facility through a syndicate of lenders. In August 2023, the term facility was extinguished in its entirety and the amounts due thereunder were transferred to a new $150 million revolving facility (the “Revolving Facility”).

In February 2025, the Revolving Facility was further amended in connection with the acquisition of the Musselwhite Mine. The amended credit facility (the “Amended Credit Facility”) now consists of a $150 million revolving facility (the “Amended Revolving Facility”) and a $100 million term facility (the “Term Facility”) through a syndicate of lenders.

Business terms of the Term Facility

The Term Facility has a three-year term with no principal payments during the first two quarters, following which the Term Loan will be repaid in quarterly installments of $5 million commencing on December 31, 2025, with the balance repaid at maturity.

Business terms of the Amended Revolving Facility

The Amended Revolving Facility, as well as the interest rates, covenants and other terms of the Amended Credit Facility, are substantially consistent with the Revolving Facility and are discussed below.

The Amended Revolving Facility matures on August 27, 2027.

The applicable interest rate for the Amended Revolving Facility was based on the term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.50% to 3.75% based on the Company’s leverage ratio at the end of each fiscal quarter. During the three months ended June 30, 2025, the average interest rate paid on the Revolving Facility was 7.4% per annum (three months ended June 30, 2024 – 7.9%).

Page 18

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

A standby fee is payable on the undrawn portion of the Amended Revolving Facility. The standby fee is charged at 0.56% to 0.84% depending on the leverage ratio. At June 30, 2025, the undrawn amount was $30.0 million.

The Amended Revolving Facility is secured by the Company’s present and future assets, property and all proceeds thereof, other than present and future assets owned by Minera Cerro Quema which are excluded from the collateral. The Company was prohibited from declaring, paying or setting aside for payment any dividends unless certain financial covenants and ratios are met.

Covenants

The Amended Credit Facility includes covenants customary for a facility of this nature, including compliance with customary restrictive covenants, and the following financial covenants all as defined in the related agreements:

·	maintaining<br> a leverage ratio at less than or equal to 3.5,
·	an<br> interest service coverage ratio at greater than or equal to 4.0,
·	a<br> tangible net worth greater than or equal to $278.6 million, and
·	minimum<br> liquidity in an amount greater than or equal to $15.0 million.

As at June 30, 2025, the Company was in compliance with these covenants.

(b)	Convertible notes

Background

On February 28, 2025, the Company issued $200 million of unsecured senior convertible notes on a private placement basis.

Business terms

The convertible notes mature on March 1, 2030, and bear interest at 4.5% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning March 31, 2025. The convertible notes are convertible at the holder’s option into common shares of the Company at any time prior to maturity at a conversion price of C$7.90 per share at a fixed exchange rate of 1.40 C$/US$ (=US$5.64285714) per share, subject to certain anti-dilution adjustments.

After August 28, 2026, the Company may redeem the convertible notes at par together with accrued interest, provided that the 20-day volume weighted average price of the Company’s common shares is not less than 130% of the conversion price.

In the event of a change of control, the holders have the right to require the Company to purchase its outstanding convertible notes at a cash purchase price equal to the lesser of (a) all remaining interest payable from the date of redemption up to and including the maturity date plus 100% of the principal amount, and (b) all accrued and unpaid interest on the principal amount up to and including the redemption date plus 104.5% of the principal amount.

Page 19

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Accounting treatment

The convertible note agreement included warrants and a compound financial instrument consisting of a financial liability, a conversion option classified as equity, and a redemption right classified as a derivative asset.

Amount			Component	Initial recognition	Classification
$	50,000		Warrants	Estimated fair value	Financial liability at fair value through profit or loss. These are marked to market at each reporting date.
	167,000		Host liability	Fair value of the host debt, calculated as the present value of the contractual principal and interest payments over the term of the notes using a discount rate of 8.5%.	Financial liability at amortized cost.
	(18,000	)	Company’s redemption right	Estimated fair value	Financial asset at fair value through profit or loss. This is marked to market at each reporting date.
	1,000		Holders’ conversion right	Residual	Equity
$	200,000
18.	DEFERRED REVENUE
---	---
	Gold prepay<br><br> arrangements			Silver stream<br><br>arrangement		Total
---	---	---	---	---	---	---	---	---
At December 31, 2024	$	—		$	8,665	$	8,665
Prepayments received		384,402			—		384,402
Gold delivered		(46,358	)		—		(46,358	)
Accretion expense		10,636			242		10,878
At June 30, 2025	$	348,680		$	8,907	$	357,587
Current	$	117,660		$	—	$	117,660
Non-current		231,020			8,907		239,927
	$	348,680		$	8,907	$	357,587

Page 20

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(a)	Gold prepay arrangements

Background

On February 26, 2025, the Company entered into gold prepay agreements with a syndicate of lenders.

Business terms

Pursuant to these gold prepay arrangements, the Company received an upfront cash payment of $384.4 million, and agreed to deliver approximately 4,025 ounces of gold per month from March 2025 through February 2028 for a total of 144,887 ounces. Gold deliveries are settled using production from the Company’s operating mines. Of the upfront proceeds, $23.6 million was used immediately to close out all of the Company’s then-existing gold forward contracts (note 15).

Accounting treatment

The gold prepay arrangements are accounted for as contracts with customers in accordance with IFRS 15 «Revenue from Contracts with Customers», because these contracts will be fulfilled by the Company, over time, by delivering its own production to the counterparties as per the gold prepay arrangement.

The carrying amount of the deferred revenue will be accreted to the estimated transaction price using an average effective interest rate of 8.4%. The estimated transaction price is determined based on the gold forward prices published in the London Bullion Market Association (“LBMA”) Traders Mid forward curve. As gold is delivered to the lenders each month, revenue is credited to profit or loss, and the offsetting amount is charged to deferred revenue.

We continuously evaluate whether the Company will deliver from its own production. Should the Company cash settle these contracts in the future, the accounting for these arrangements will change.

Deliveries during the period

	Three months ended <br> June 30				Six months ended <br> June 30
	2025		2024		2025		2024
Ounces delivered into the prepay agreements		12,074		—		16,098		—
Revenue recognized	$	34,823	$	—	$	46,358	$	—
(b)	Stream arrangement
---	---

Background and business terms

As part of the Gold Standard Ventures Corp acquisition in 2022, the Company assumed the obligation under a silver streaming agreement (the “Silver Stream”), whereby the Company is committed to deliver 100% of the silver produced from the potential South Railroad mine over the life of the mine. In exchange, the investor is required to pay an ongoing cash purchase price equal to 15% of the prevailing market price of silver at the time of each delivery.

Page 21

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Accounting treatment

The streaming arrangement is accounted for as a contract with a customer in accordance with IFRS 15 «Revenue from Contracts with Customers». The carrying amount of the deferred revenue is being accreted to the estimated transaction price using an effective interest rate of 6.5%.

19.	LEASE OBLIGATIONS

The Company has lease contracts for mining equipment, vehicles, and buildings. Leases of mining equipment have lease terms of two years, while vehicles and buildings generally have lease terms between three and five years.

(a)	Lease obligations
	June 30,<br> 2025			December 31,<br> 2024
---	---	---	---	---	---	---
Beginning of year	$	2,179		$	2,908
Acquisition of Contact Gold Corp.		—			27
Additions		7,938			1,590
Interest expense (note 9)		140			160
Lease payments		(765	)		(1,511	)
Derecognition		(37	)		(586	)
Due to changes in exchange rates		103			(409	)
End of period	$	9,558		$	2,179
Current	$	3,413		$	833
Non-current		6,145			1,346
	$	9,558		$	2,179
(b)	Lease expenses recognized
---	---
	Three months ended <br> June 30				Six months ended <br> June 30
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Interest on lease liabilities	$	91	$	33	$	140	$	68
Variable lease payments not included in the measurement of lease liabilities		5,641		4,539		11,419		7,584
Expenses relating to short-term leases		1,700		90		1,902		178
Expenses relating to leases of low-value<br> assets, excluding short-term leases		12		4		25		22
	$	7,444	$	4,666	$	13,486	$	7,852

Page 22

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

20.	SITE CLOSURE PROVISIONS
	Musselwhite<br><br> Mine		Camino<br><br> Rojo			Nevada <br><br>projects		Cerro<br><br> Quema<br> Project		Total
---	---	---	---	---	---	---	---	---	---	---	---
At January 1, 2024	$	—	$	4,826		$	2,098	$	500	$	7,424
Acquisition of Contact Gold Corp.		—		—			156		—		156
Changes in cost estimates		—		1,244			433		—		1,677
Accretion during the period (note 9)		—		483			21		—		504
At December 31, 2024		—		6,553			2,708		500		9,761
Acquisition of Musselwhite Mine (note<br> 14)		52,377		—			—		—		52,377
Required remeasurement under IAS 37		26,925		—			—		—		26,925
Changes in cost estimates		4,497		(513	)		343		—		4,327
Accretion during the period (note 9)		1,034		259			33		—		1,326
At June 30, 2025	$	84,833	$	6,299		$	3,084	$	500	$	94,716

As at June 30, 2025, the site closure provisions for the Musselwhite Mine were measured using a long-term risk-free discount rate of 3.8% in accordance with IAS 37 «Provisions, Contingent Liabilities, and Contingent Assets».

We initially recognized the obligation at fair value on the acquisition date using a market-based discount rate, as required by IFRS 3 «Business Combinations». The subsequent remeasurement under IAS 37 «Provisions, Contingent Liabilities, and Contingent Assets» resulted in a $26.9 million increase in the provision, solely attributable to the change in discount rate methodology between the two accounting standards. There were no changes to the underlying estimated reclamation and closure costs.

		Estimated <br><br>settlement dates	Undiscounted<br><br>risk-adjusted <br><br>cash flows
June 30, 2025	Musselwhite Mine	2029 to 2074	$	102,668	2.0	%	3.8	%
	Camino Rojo	2033 to 2047	$	12,000	3.7	%	9.0	%
	Nevada projects	2037 to 2039	$	3,221	2.5	%	4.2	%
	Cerro Quema		$	500	—		—
December 31, 2024	Camino Rojo	2033 to 2047	$	11,085	4.0	%	9.5	%
	Nevada projects	2037 to 2039	$	2,780	2.4	%	3.9	%
	Cerro Quema		$	500	—		—

Page 23

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

21.	SHARE CAPITAL
(a)	Authorized share capital
---	---

The Company’s authorized share capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.

(b)	Warrants

The following summarizes information about shares issuable upon the exercise of warrants outstanding during the period.

Warrants classified as equity

Expiry date	Exercise <br><br>price		December 31,<br><br> 2024		Issued		Exercised			June 30, 2025
December 18, 2026	C$	3.00		25,540,000		—		(1,652,500	)		23,887,500
February 23, 2026	C$	7.94		315,000		—		(77,175	)		237,825
Shares issuable upon exercise				25,855,000		—		(1,729,675	)		24,125,325
Weighted average exercise price			C$	3.06	C$	—	C$	3.22		C$	3.05

The warrants outstanding at December 31, 2024, were issued when the parent entity’s functional currency was Canadian dollars. Effective February 28, 2025, the functional currency of the parent entity changed to US dollars. However, there were no changes to the contractual terms of the warrants. Consequently, these warrants continue to be accounted for as equity.

Subsequent to the reporting period, the Company issued 400,000 common shares for proceeds of $0.9 million pursuant to the exercise of warrants.

Warrants classified as financial liabilities

Expiry date	Exercise <br><br>price		December 31, <br><br>2024		Issued		Exercised		June 30, 2025
February 28, 2030 (note 14)	C$	11.50		—		23,392,397		—		23,392,397
Shares issuable upon exercise				—		23,392,397		—		23,392,397
Weighted average exercise price			C$	—	C$	11.50	C$	—	C$	11.50

Because the parent entity’s functional currency was US dollars when these warrants were issued and these warrants are exercisable in Canadian dollars, we concluded these were financial liabilities.

Page 24

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

22.	EARNINGS (LOSS) PER SHARE

Earnings (loss) per share has been calculated using the weighted average number of common shares outstanding for the three and six months ended June 30, 2025 and 2024 as follows:

(a)	Basic
	Three months ended <br> June 30				Six months ended <br> June 30
---	---	---	---	---	---	---	---	---	---
	2025		2024		2025			2024
Income (loss) for the period	$	48,212	$	24,265	$	(21,620	)	$	41,750
Weighted average number of common shares (thousands)		324,903		318,033		323,633			316,567
Basic earnings (loss) per share	$	0.15	$	0.08	$	(0.07	)	$	0.13
(b)	Diluted
---	---
	Three months ended <br> June 30				Six months ended <br> June 30
---	---	---	---	---	---	---	---	---	---
	2025		2024		2025			2024
Income (loss) for the period - basic	$	48,212	$	24,265	$	(21,620	)	$	41,750
Interest on convertible notes (note 9)		3,587		—		—			—
Income (loss) for the period - diluted	$	51,799	$	24,265	$	(21,620	)	$	41,750
Weighted average number of common shares (thousands)		324,903		318,033		323,633			316,567
Dilutive potential ordinary shares
Warrants		23,951		12,491		—			11,401
Options		1,212		728		—			853
RSUs		642		401		—			406
DSUs		962		895		—			801
Bonus shares		500		500		—			500
Convertible note shares		35,443		—		—			—
Weighted average number of ordinary shares		387,613		333,048		323,633			330,528
Diluted earnings (loss) per share	$	0.13	$	0.07	$	(0.07	)	$	0.13

Potential ordinary shares arising from conversion of convertible notes (24,086,000), warrants (19,785,000), stock options (1,481,000), RSUs (672,000), DSUs (930,000) and 500,000 bonus shares are not included in the calculation of diluted loss per share for the six months ended June 30, 2025, because their effect would have been anti-dilutive.

Page 25

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

23.	SHARE-BASED PAYMENTS

The Company has five different forms of share-based payments for eligible recipients – stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), performance share units (“PSUs”), and bonus shares. The bonus shares have fully vested but have not yet been issued.

	Three months ended <br> June 30				Six months ended <br> June 30
Share-based payments expense	2025		2024		2025		2024
Stock options (note 23(a))	$	359	$	315	$	585	$	598
Restricted share units (note 23(b))		691		352		997		633
Deferred share units (note 23(c))		—		1		689		732
Performance share units (note 23(d))		531		167		2,628		291
Share based payments expense	$	1,581	$	835	$	4,899	$	2,254
(a)	Stock options
---	---

Stock options granted by the Company have a five-year life, with one third each vesting one, two, and three years after grant date.

	Six months ended June 30
	2025					2024
Stock options outstanding	Number			Weighted<br><br> average <br><br>exercise price		Number			Weighted <br><br>average<br><br> exercise price
Outstanding, January 1		3,570,471		C$	4.95		5,523,297		C$	4.93
Granted		455,655			13.53		651,955			5.13
Exercised		(1,618,152	)		4.27		(1,137,594	)		2.40
Expired, forfeited or cancelled		(28,358	)		4.46		(118,411	)		14.20
Outstanding, June 30		2,379,616		C$	7.07		4,919,247		C$	5.32
Vested, June 30		1,304,941		C$	5.58		3,521,678		C$	5.23

The stock options granted during the six months ended June 30, 2025 had a grant date fair value of C$2.7 million ($1.9 million) using the Black Scholes option pricing model with the following weighted average assumptions:

·	Share<br> price at grant date ranging from C$13.10 to C$15.18, expected volatility 48%, expected life<br> - 5 years, risk free interest rates ranging from 2.7% to 3.0% and expected dividends –<br> nil.

Subsequent to the reporting period, 24,096 stock options were exercised, for gross proceeds to the Company of $0.1 million.

Page 26

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)	Restricted share units (“RSUs”)

RSUs awarded by the Company typically vest one-third each one, two, and three years after award date.

	Six months ended June 30
Number of RSUs outstanding:	2025			2024
Outstanding, January 1		821,040			580,219
Awarded		383,066			409,014
Vested and settled		(208,738	)		(139,200	)
Forfeitures		(27,994	)		(6,850	)
Outstanding, June 30		967,374			843,183
			Number vesting in the year
---	---	---	---	---	---	---	---	---	---	---	---	---
Number of RSUs outstanding:	Total		2024		2025		2026		2027		2028
Outstanding, June 30, 2024		843,183		—		478,326		230,047		134,810		—
Outstanding, June 30, 2025		967,374		—		266,003		343,720		248,842		108,809

Restricted Share Units (“RSUs”) are valued based on the closing price of the Company’s common shares on the trading day immediately prior to award. As at June 30, 2025, all RSU’s outstanding were accounted for as equity-settled.

During the six months ended June 30, 2025 and 2024, there were no RSUs settled in cash.

(c)	Deferred share units (“DSUs”)

DSUs are awarded by the Company to directors. These DSUs vest immediately but are not settled until the end of the director’s tenure. They may be settled in cash or common shares at the option of the Company. DSUs are valued using the closing price of the Company’s common shares immediately prior to award.

	Six months ended June 30
Number of DSUs outstanding:	2025			2024
Outstanding, January 1		894,903			701,927
Awarded and vested immediately		75,570			192,976
Settled		(152,507	)		—
Outstanding, June 30		817,966			894,903
Vested, June 30		817,966			894,903
(d)	Performance share units (“PSUs”)
---	---

In March 2023, the Board of Directors approved a PSU plan for certain officers of the Company. The PSUs cliff vest after three years and are settled in cash. The cash payment upon vesting will be based on the number of PSUs, multiplied by the five-day volume weighted average price of the Company’s shares upon vesting, which is then multiplied by a “performance percentage”. The performance percentage ranges from 0% to 200% based on the Company’s total shareholder return compared to a peer group, consisting of the constituents of the S&P/TSX Global Gold Index.

Page 27

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

We recognize share-based compensation expense related to these PSUs over the vesting period. We charge or credit to earnings at each reporting period the change in fair value of the PSU liability. This fair value is generally dependent on quoted market values of the Company and the peer group, the lapsed portion of the vesting period, the number of PSUs expected to vest, and the expected performance percentage.

We valued our PSU liabilities using a Monte Carlo model leading to a standard error of less than 1%. As at June 30, 2025, the PSU liability totaled $4.3 million of which $1.9 million was included in trade payables and accrued liabilities and $2.4 million was included in other long term liabilities (December 31, 2024 – $1.5 million included under long term liabilities).

On March 28, 2025, the Company awarded a total of 160,637 PSUs.

	Six months ended June 30
Number of PSUs outstanding:	2025		2024
Outstanding, January 1		522,876		198,737
Awarded during the period		160,637		324,139
Outstanding, June 30		683,513		522,876
Vested, June 30		—		—
(e)	Bonus shares
---	---

There are 500,000 common shares which were awarded to the non-executive Chairman of the Company as bonus shares, which vested on June 18, 2020. Although the bonus shares have vested, they will become issuable (1) when the non-executive Chairman ceases to act as a director of the Company, or (2) upon a change of control of the Company.

24.	RELATED PARTY TRANSACTIONS

The Company’s related parties include:

Related party	Nature of the relationship
Key<br> management personnel	Key<br> management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, Chief Sustainability<br> Officer, the Senior Vice President Exploration, and members of the Board of Directors of the Company.
Fairfax Financial Holdings<br> Limited, together with its subsidiaries	Shareholder with significant<br> influence over the Company as a result of its existing and exercisable potential voting rights.

Page 28

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(a)	Key management personnel

Compensation to key management personnel was as follows:

	Three months ended <br> June 30				Six months ended <br> June 30
	2025		2024		2025		2024
Salaries and short term incentives	$	493	$	414	$	2,769	$	2,260
Directors’ fees		147		149		289		300
Share based payments		352		297		1,296		1,329
	$	992	$	860	$	4,354	$	3,889
(b)	Transactions
---	---

During the six months ended June 30, 2025, the Company paid $2.3 million in interest on the convertible notes to Fairfax Financial Holdings Limited and its subsidiaries (note 17(b)).

The Company had no other material transactions with related parties other than key management personnel during the six months ended June 30, 2025, and 2024.

(c)	Outstanding balances at the reporting date

As at June 30, 2025, subsidiaries of Fairfax Financial Holdings Limited held $150.0 million in convertible notes (note 17(b)).

Key management personnel estimated accrued short term incentive compensation totaled $0.9 million and is included in accrued liabilities (December 31, 2024 – $1.3 million).

25.	SUPPLEMENTAL CASH FLOW INFORMATION
(a)	Cash
---	---

Cash consists of bank current accounts and cash on hand.

(b)	Income taxes related operating cash flow items
	Three months ended<br> June 30						Six months ended<br> June 30
---	---	---	---	---	---	---	---	---	---	---	---	---
	2025			2024			2025			2024
Income tax expense		41,343			24,348			67,168			35,680
Income taxes paid		(2,053	)		(283	)		(35,032	)		(14,275	)
Income tax instalments paid		(14,966	)		(2,055	)		(19,986	)		(6,725	)
Tax related cash flow items		24,324			22,010			12,150			14,680

Page 29

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(c)	Changes in non-cash working capital
	Three months<br> ended<br> June 30						Six months<br> ended<br> June 30
---	---	---	---	---	---	---	---	---	---	---	---	---
	2025			2024			2025			2024
Accounts receivable and prepaid expenses	$	(647	)	$	887		$	(3,586	)	$	(125	)
Inventory		(3,024	)		(130	)		3,800			533
Valued added taxes recoverable		(7,241	)		(1,257	)		(8,412	)		3,837
Trade payables and accrued liabilities		3,053			(3,689	)		10,574			(1,995	)
Changes in non-cash working capital	$	(7,859	)	$	(4,189	)	$	2,376		$	2,250
(d)	Non-cash investing and financing activities
---	---
	Three months<br> ended<br> June 30				Six months<br> ended<br> June 30
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Financing activities
Stock options exercised, credited to share capital with an offset to reserves	$	353	$	652	$	2,087	$	724
Warrants exercised, credited to share capital with an offset to reserves		328		313		426		313
Common shares issued on maturity of RSUs and DSUs, credited to share capital with an offset to reserves		776		385		1,216		623
Investing activities
Initial recognition of right of use assets, with an offset to lease obligation		7,741		657		7,938		657

Page 30

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

26.	SEGMENT INFORMATION
(a)	Geographic segments
---	---

The Company’s geographic segments align very closely with its reportable operating segments. We conduct our activities in four geographic areas: Canada, Mexico, USA, Panama, and our corporate offices are in Canada.

(b)	Reportable segments

The operating and reportable segments of the Company are based on the reports which are reviewed by the chief operating decision maker (“CODM”) in making strategic resource allocation decisions.

At the end of last fiscal year, the Company had four operating segments: (1) the Camino Rojo Mine, (2) the Nevada projects, (3) the Cerro Quema project, and (4) the corporate office. As a result of the Musselwhite Mine, the Company now has five operating and reportable segments.

The operating segments other than corporate office are each managed by a dedicated General Manager and management team. The corporate office oversees the plans and activities of early-stage exploration projects.

Income (loss) for the period by segment

Six months ended June 30, 2025	Mussel-<br> white Mine			Camino Rojo			South Carlin<br><br>Complex			Cerro Quema			Corporate			Total
Provided to the CODM on a per-segment basis
External revenue (note 3)	$	133,939		$	188,039		$	—		$	—		$	82,439		$	404,417
Intersegment revenue		88,234			—			—			—			(88,234	)		—
Operating costs		(91,268	)		(42,583	)		—			—			—			(133,851	)
Royalties		(4,158	)		(5,587	)		—			—			—			(9,745	)
Exploration and evaluation expenses (note 7)		(419	)		(3,367	)		(9,849	)		(4,394	)		(262	)		(18,291	)
General and administrative expenses (note 8)		—			—			—			—			(23,703	)		(23,703	)
Segment profit (loss) as provided to the CODM		126,328			136,502			(9,849	)		(4,394	)		(29,760	)		218,827
Reconciling items to net income before tax expense
Depletion and depreciation																	(57,558	)
Interest income																	3,706
Depreciation																	(230	)
Share based payments (note 23)																	(4,899	)
Interest and accretion expense																	(23,849	)
Fair value adjustments on financial instruments																	(83,725	)
Foreign exchange and other gain (loss)																	(6,724	)
Income before tax expense, for the period																$	45,548

Page 31

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Six months ended June 30, 2024	Mussel-<br> white Mine		Camino Rojo			South Carlin<br><br>Complex			Cerro Quema			Corporate			Total
Provided to the CODM on a per-segment basis
External revenue (note 3)	$	—	$	151,848		$	—		$	—		$	—		$	151,848
Operating costs		—		(36,633	)		—			—			—			(36,633	)
Royalties		—		(3,766	)		—			—			—			(3,766	)
Exploration and evaluation expenses (note 7)		—		(3,433	)		(5,695	)		(2,080	)		(185	)		(11,393	)
General and administrative expenses (note 8)		—		—			—			(116	)		(7,631	)		(7,747	)
Segment profit (loss) as provided to the CODM		—		108,016			(5,695	)		(2,196	)		(7,816	)		92,309
Reconciling items to net income before tax expense
Depletion and depreciation																(18,374	)
Interest income																7,120
Depreciation																(253	)
Share based payments (note 23)																(2,254	)
Interest and accretion expense																(4,142	)
Foreign exchange and other gain (loss)																3,024
Income before tax expense, for the period															$	77,430

In June 2024, an IFRS Interpretations Committee ("IFRIC") Agenda Decision clarified the manner in which entities evaluate the information provided to the CODM, including items that are not separately reviewed by the CODM but that are included in the CODM’s measure of segment profit. In 2024, we revised our segment reporting based on our evaluation of the clarified guidance. We have recast our comparative segment disclosure information to conform to the current period's presentation.

The Company had not yet acquired the Musselwhite Mine as of the end of the prior year comparative period ended March 31, 2024. Consequently, nil amounts are presented for the Musselwhite Mine in the above table.

Assets by geographic segment

At June 30, 2025	Canada		Mexico		USA		Panama		Corporate		Total
Property, plant and equipment	$	1,121,005	$	188,890	$	8,187	$	—	$	458	$	1,318,540
Exploration and evaluation properties		—		—	$	171,993	$	10,000		—	$	181,993
Total assets	$	1,239,626	$	373,864	$	181,579	$	10,769	$	55,447	$	1,861,285
At December 31, 2024	Canada		Mexico		USA		Panama		Corporate		Total
---	---	---	---	---	---	---	---	---	---	---	---	---
Property, plant and equipment		—	$	201,417	$	613	$	—	$	555	$	202,585
Exploration and evaluation properties		—		—	$	171,993	$	10,000		—	$	181,993
Total assets		—	$	378,619	$	173,260	$	10,809	$	35,661	$	598,349

Page 32

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

27.	CAPITAL MANAGEMENT
(a)	Objectives
---	---

Our objectives when managing capital are to safeguard the Company’s ability to continue as a going concern to pursue the exploration, evaluation, development, and exploitation of our mineral properties and to maintain a flexible capital structure.

We manage our capital structure and adjust it considering changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the Company’s capital structure, we may issue new shares, take on additional debt or repay outstanding debt, or acquire or dispose of assets. We currently do not pay regular dividends.

Our ability to carry out our long-range strategic objectives in future periods depends on our ability to generate positive cash flows from our mining operations and to raise financing from lenders, shareholders, and new investors. We regularly review and consider financing alternatives to fund the Company’s ongoing operational, exploration, and development activities.

(b)	Investment policy

Our investment policy is to invest the Company’s excess cash in low-risk financial instruments such as demand deposits and savings accounts with major Canadian banks. By using this strategy, the Company preserves its cash resources and can marginally increase these resources with low risk through the yields on these investments. Our financial instruments are exposed to certain financial risks, which include currency risk, credit risk, and liquidity risk.

28.	FINANCIAL INSTRUMENTS
(a)	Fair value hierarchy
---	---

To provide an indication of the reliability of the inputs used in determining fair value, we classify our financial instruments into the three levels prescribed by the accounting standards.

Level 1	The fair value of financial instruments traded in active markets<br>(such as publicly traded equity securities) is based on quoted (unadjusted) market prices as at the reporting date. The quoted market<br>price used for financial assets held by the Company is the closing trading price on the reporting date. Such instruments are included<br>in Level 1.
Level 2	The fair value of financial instruments that are not traded<br>in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where<br>it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument<br>are observable, we include that instrument in Level 2.
---	---
Level 3	If one or more of the significant inputs is not based on observable<br>market data, the instrument is included in Level 3.
---	---

The carrying value of cash, trade and other receivables, and restricted cash approximates the fair value due to the short-term nature of the instruments.

Page 33

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

At June 30, 2025, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying <br><br>value		Level 1		Level 2		Level 3
Financial assets
Cash	FVTPL	$	215,448	$	215,448	$	—	$	—
Accounts receivable	FVTPL		4,215		46		4,169		—
Derivative assets	FVTPL		29,000		—		29,000		—
Restricted cash	Amortized cost		770		770		—		—
		$	249,433	$	216,264	$	33,169	$	—
Financial liabilities
Derivative liabilities (note 15)	FVTPL		135,000		—		135,000		—
Credit facility	Amortized cost		218,946		—		—		220,000
Convertible notes	Amortized cost		168,788		—		—		168,788
		$	522,734	$	—	$	135,000	$	388,788

At December 31, 2024, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying <br><br>value		Level 1		Level 2		Level 3
Financial assets
Cash	FVTPL	$	160,849	$	160,849	$	—	$	—
Accounts receivable	FVTPL		65		65		—		—
Derivative assets	FVTPL		3,387		—		3,387		—
Restricted cash	Amortized cost		763		763		—		—
		$	165,064	$	161,677	$	3,387	$	—
Financial liabilities
Derivative liabilities	FVTPL		249		—		249		—
		$	249	$	—	$	249	$	—

The fair value of the Credit Facility is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The fair value of trade receivables from provisional invoices for concentrate sales is determined using quoted forward rates derived from observable market data based on the month of expected settlement.

The fair value of the Credit Facility at June 30, 2025 was estimated at $220.0 million using a discount rate of 7.4%.

We determined that no transfers occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.

Page 34

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

29.	COMMITMENTS AND CONTINGENCIES
(a)	Commitments
---	---

The Company has issued purchase orders for construction, equipment purchases, materials and supplies, and other services at Musselwhite Mine, Camino Rojo and South Railroad. At June 30, 2025, these outstanding purchase orders and contracts totaled approximately $19.5 million (December 31, 2024 – $0.6 million).

The Company is committed to making severance payments totaling approximately $8.7 million (December 31, 2024 – $5.8 million) to certain officers and management in the event of a change in control. As the likelihood of these events occurring is not determinable, this amount is not reflected in these consolidated financial statements.

(b)	Discretionary mineral property-related commitments

As is customary in mineral exploration, some of the mineral properties held by the Company as exploration and evaluation assets have annual minimum work commitments and lease payments required to maintain these properties in good standing pursuant to their underlying agreements.

(c)	Contingencies

An ecological tax implemented by the state legislature of Zacatecas could have a significant impact on the economics of the Camino Rojo Project. This tax is applied to tonnes of waste material extracted during mining, square metres of material impacted by dangerous substances, tonnes of carbon dioxide produced during mining processes, and tonnes of waste stored in landfills. The Company has received assessments related to previous periods in respect of this tax; however, the Company’s view is that the sections of the law pursuant to which these assessments have been issued do not apply to the Company at this time and, accordingly, we have filed the appropriate appeals. We expect this matter will be resolved by judicial process. As the outcome of these events is not determinable, no amounts have been accrued in respect of this tax.

We may, from time to time, be a party to legal proceedings, which arise in the ordinary course of our business. We are not aware of any pending or threatened litigation that, if resolved against us, would have a material effect on our consolidated financial position, results of operations or cash flows.

Page 35

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2025 and 2024

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

30.	INCOME TAXES

Tax expense consists of (i) current income tax on taxable income, (ii) Ontario mining tax, (iii) special mining duty ("SMD") on income subject to SMD, and (iv) withholding taxes attributable to interest charged on intercompany loans to the Mexican operating company, as well as (v) deferred income tax, (vi) deferred Ontario mining tax and (vii) deferred special mining duty.

	Three months<br> ended<br> June 30					Six months<br> ended<br> June 30
	2025			2024		2025			2024
Current income tax	$	32,447		$	14,240	$	50,446		$	20,134
Mexican 8.5% Special Mining Duty		5,172			4,316		10,577			7,241
Ontario Mining Tax		3,280			—		4,371			—
Withholding tax		2,053			283		3,566			610
Deferred income tax (recovery)		(951	)		5,159		(1,569	)		7,344
Deferred Mexican 8.5% Special Mining Duty		(360	)		350		(447	)		351
Deferred Ontario Mining Tax		(298	)		—		224			—
Tax expense	$	41,343		$	24,348	$	67,168		$	35,680

The Mexican Special Mining Duty changed from 7.5% to 8.5% effective January 1, 2025.

31.	EVENTS AFTER THE REPORTING PERIOD
(a)	Exercise of stock options and warrants
---	---

Subsequent to the reporting period, the Company issued common shares pursuant to the exercise of warrants (note 21(b)) and options (note 23(a)).

(b)	Foreign exchange forward contracts

Subsequent to the reporting period, in July 2025, the Company entered into twelve foreign exchange forward contracts. The contracts mature monthly from July 2025 through June 2026, each with a notional purchase amount of C$12 million, for a total aggregate notional purchase amount of C$144 million. The weighted average contracted exchange rate is 1.3614 Canadian dollars per US dollar.

Page 36

Exhibit 99.2

Management’s Discussion and Analysis

Three and six months ended June 30, 2025

Amounts in United States dollars

Page 1

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

TABLE OF CONTENTS

I.	OVERVIEW		3
II.	SUMMARY		4
III.	DISCUSSION OF OPERATIONS		8
	A.	CAMINO ROJO, MEXICO	8
	B.	MUSSELWHITE MINE, CANADA	13
	C.	SOUTH RAILROAD PROJECT (South<br> Carlin Complex), NEVADA, USA	15
	D.	OTHER PROJECTS - CERRO QUEMA<br> PROJECT, PANAMA	16
IV.	NON-GAAP MEASURES		17
V.	SUMMARY OF QUARTERLY RESULTS		21
VI.	THREE AND SIX MONTHS ENDED JUNE 30, 2025		23
VII.	LIQUIDITY		25
VIII.	RELATED PARTY TRANSACTIONS		26
IX.	CAPITAL RESOURCES		28
X.	OUTSTANDING SHARE DATA		29
XI.	OFF-BALANCE SHEET ARRANGEMENTS		29
XII.	PROPOSED TRANSACTIONS		29
XIII.	CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION		29
XIV.	CRITICAL ACCOUNTING ESTIMATES		30
XV.	FINANCIAL INSTRUMENTS		31
XVI.	INTERNAL CONTROL OVER FINANCIAL REPORTING		31
XVII.	CAUTIONARY NOTES		33
XVIII.	RISKS AND UNCERTAINTIES		35

Page 2

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
I.	OVERVIEW
---	---

Orla Mining Ltd. is a mineral exploration, development, and production company that trades on the Toronto Stock Exchange under the ticker symbol “OLA” and on the NYSE American under the symbol “ORLA”. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries unless the context otherwise indicates.

Orla’s corporate strategy is to acquire, explore, develop, and operate mineral properties where our expertise can substantially increase stakeholder value. We have three material gold projects for the purposes of National Instrument 43-101 -Standards of Disclosure for Mineral Projects (“NI 43-101”):

·	Camino Rojo, located in Zacatecas State,<br>Mexico, consisting of the Camino Rojo oxide gold mine (the “Camino Rojo Oxide Mine” or “Camino Rojo”), which achieved<br>commercial production effective April 1, 2022, and the Camino Rojo sulphides project (“Camino Rojo Sulphides”);
·	the Musselwhite Mine (“Musselwhite”<br>or the “Musselwhite Mine”) located in Ontario, Canada; and
---	---
·	South Railroad (“South Railroad”<br>or the “South Railroad Project”), located in the state of Nevada, United States, which consists of the Dark Star and Pinion<br>deposits and is situated within the prospective land package called the “South Carlin Complex” along the Carlin trend.
---	---

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company should be read in conjunction with our unaudited condensed interim financial statements for the three and six months ended June 30, 2025, and the related notes thereto, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The Cautionary Notes near the end of this document are an important part of this MD&A.

Additional information about our Company, including our most recent annual consolidated financial statements, annual MD&A, and Annual Information Form, is available on the Company website at www.orlamining.com, under the Company’s profile on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca, and the Company’s documents filed with, or furnished to, the United States Securities and Exchange Commission (“SEC”), which are available through the SEC’s Electronic Data Gathering and Retrieval System (“EDGAR”) at www.sec.gov.

This MD&A is current as of August 11, 2025.

J. Andrew Cormier, P.Eng., the Chief Operating Officer of the Company, is a Qualified Person, as the term is defined in NI 43-101, and has reviewed and approved the technical information disclosed in this MD&A.

Page 3

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
II.	SUMMARY
---	---

Q2 2025 SUMMARY

·	Second quarter gold production of 77,811 ounces,<br>and sales of 78,909 ounces of gold, generating $264 million in revenue.
·	All-in<br>sustaining cost^1^ (“AISC”) for the quarter of $1,421 per ounce of gold sold ^2^.
---	---
·	Cash on hand at June 30, 2025 of $215.4<br>million.
---	---
·	Net income of $48.2 million for the quarter,<br>resulting in earnings per share of $0.15.
---	---
·	Adjusted earnings^1^ of $64.2 million,<br>resulting in adjusted earnings per share of $0.20.
---	---
·	Cash flow from operating activities before changes<br>in non-cash working capital of $102.7 million.
---	---
·	Exploration and project development costs^1^<br>of $32.3 million during the quarter, of which $9.4 million was expensed and $22.9 million was capitalized.
---	---
·	Subsequent to the quarter end, Camino Rojo<br> experienced an uncontrolled material movement along the temporary north wall of the open pit. As a result, in-pit mining operations<br> were temporarily paused as an action plan was established. This action plan has started and includes a 50–80 metre pushback of<br> the north wall with a redesigned slope and continuous monitoring. As a result of the operational pause and mining resequencing at<br> Camino Rojo, Orla updated annual consolidated guidance to 265,000 to 285,000 ounces of gold production and AISC of $1,350 to $1,550<br> per ounces of gold produced.
---	---

^1^ Non-GAAP measure. Please refer to “Non-GAAPMeasures” of this MD&A for a reconciliation of this measure to our financial statements.

^2^ AISC for Q1 2025 does not include the operations ofMusselwhite Mine, which was acquired on February 28, 2025. Refer to “Non-GAAP Measures” for further discussion.

Page 4

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
Consolidated Operating and Financial Results	****	Q2 2025		Q2 2024		YTD 2025		****	YTD 2024
---	---	---	---	---	---	---	---	---	---	---
Gold production	ounces		77,811		33,206		125,570			66,429
Gold sold	ounces		78,909		34,875		125,266			66,921
Average<br> realized gold price ^1^	per ounce	$	3,251	$	2,332	$	3,127		$	2,201
Cost of sales – operating cost	million	$	85.6	$	18.5	$	133.9		$	36.6
Cash<br> cost per ounce ^1, 2^	per ounce	$	1,065	$	498	$	934		$	535
All-in<br>sustaining cost per ounce ^1, 2^	per ounce	$	1,421	$	782	$	1,260		$	843
Revenue	million	$	263.7	$	84.6	$	404.4		$	151.8
Net income (loss)	million	$	48.2	$	24.3	$	(21.6	)	$	41.8
Earnings (loss) per share – basic	$/share	$	0.15	$	0.08	$	(0.07	)	$	0.13
Adjusted earnings ^1^	million	$	64.2	$	23.0	$	102.8		$	39.9
Adjusted earnings per share - basic ^1^	$/share	$	0.20	$	0.07	$	0.32		$	0.13
Cash flow from operating activities before changes in non-cash working capital	million	$	102.7	$	53.2	$	503.9		$	74.9
Free cash flow ^1^	million	$	64.2	$	44.1	$	(339.9	)	$	68.0

Cash flow from operating activities before changes in non-cash working capital for the six months ended June 30, 2025, includes the proceeds received from the gold prepay facility of $384.4 million. Similarly, free cash flow for the six months ended June 30, 2025, includes $798.5 million of cash paid for the acquisition of the Musselwhite mine on February 28, 2025.

Financial position	****	June 30 2025		****	March 31 2025		****	Dec 31 2024
Cash and cash equivalents	million	$	215.4		$	184.2		$	160.8
Net cash (net debt) ^1^	million	$	(204.6	)	$	(265.8	)	$	160.8

^1^ Non-GAAP measure. Refer to “Non-GAAP Measures”of this MD&A for a reconciliation of this measure to our financial statements.

^2^ Musselwhite Mine was acquired on February 28, 2025.Cash cost per ounce and AISC per ounce presented above do not include the operations of Musselwhite Mine for the period March 1, 2025,to March 31, 2025. Refer to “Non-GAAP Measures” for further discussion.

Page 5

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
Operating and Financial Results			Q2 2024		YTD 2025		YTD 2024
---	---	---	---	---	---	---	---	---
Gold production
Camino Rojo	ounces	25,145		33,206		55,118		66,429
Musselwhite	ounces	52,666		N/A		70,452		N/A
Total	ounces	77,811		33,206		125,570		66,429
Gold sold
Camino Rojo	ounces	26,591		34,875		57,103		66,921
Musselwhite	ounces	52,318		N/A		68,163		N/A
Total	ounces	78,909		N/A		125,266		N/A
Cost of sales – operating cost
Camino Rojo	000	21,600	$	18,524	$	42,583	$	36,633
Musselwhite	000	63,979		N/A		91,268		N/A
Total	000	85,579	$	18,524	$	133,851	$	36,633
Cash<br> cost per ounce ^1^
Camino Rojo	per ounce	657	$	498	$	625	$	535
Musselwhite ^2^	per ounce	1,272		N/A	$	1,272		N/A
All in sustaining cost per ounce sold ^1^
Camino Rojo	per ounce	690	$	650	$	656	$	696
Musselwhite ^2^	per ounce	1,663		N/A	$	1,663		N/A
Consolidated ^3^	per ounce	1,421	$	782	$	1,260	$	843
Capital expenditures
Camino Rojo	000	3,130	$	7,858	$	6,214	$	16,348
Musselwhite	000	21,230		N/A	$	29,259		N/A

All values are in US Dollars.

^1^ Non-GAAP measure. Refer to “Non-GAAPMeasures” of this MD&A for a reconciliation of this measure to our financial statements.

^2^Musselwhite Mine was acquired on February 28, 2025. Cash cost per ounce and AISC per ounce presented above do not include the operationsof Musselwhite Mine for the period March 1, 2025, to March 31, 2025. Refer to “Non-GAAP Measures” for further discussion.

^3^ Includes corporate administrativecosts not allocated to any specific mining operation.

Page 6

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

2025 GUIDANCE UPDATE

Consolidated		Initial Guidance	Revised Guidance
Gold Production
Camino Rojo		110 – 120	95 – 105
Musselwhite		170 – 180	170 – 180
Total Gold Production	Koz	280 – 300	265 – 285
Total Cash Cost ^1^ (net of by-product revenues)
Camino Rojo		$625 – $725	$800 – $900
Musselwhite – April to December		$1,000 – $1,200	$1,000 – $1,200
Total Cash Cost<br> (net of by-product revenues) ^1^	$/oz sold	$850 – $1,050	$900 – $1,100
AISC ^1^ – Consolidated
Camino Rojo		$700 – $800	$850 – $950
Musselwhite – April to December		$1,550 – $1,750	$1,550 – $1,750
AISC ^1^	$/oz sold	$1,300 – $1,500	$1,350 – $1,550
1	Cash cost and AISC include 9 months of production and costs from Musselwhite, and full year from CaminoRojo and Corporate G&A (inclusive of share-based compensation). Cash costs and AISC are non-GAAP measures. Refer to the Non-GAAP sectionof this MD&A for further detail.
---	---

Page 7

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
III.	DISCUSSION OF OPERATIONS
---	---
A.	CAMINO ROJO, MEXICO
---	---

Camino Rojo is a gold-silver-lead-zinc deposit located in the Municipality of Mazapil, State of Zacatecas, Mexico, near the village of San Tiburcio. The project lies 190 kilometres northeast of the city of Zacatecas, 48 km southwest of the town of Concepción del Oro, Zacatecas, and 54 kilometres southeast of Newmont’s Peñasquito mine.

Refer to the Company’s filed annual information form dated March 18, 2025, for the year ended December 31, 2024 (the “Annual Information Form”), for historical context and project background.

CAMINO ROJO OPERATIONAL UPDATE

The Camino Rojo Oxide Mine achieved quarterly gold production of 25,145 ounces of gold in Q2 2025 at an average ore stacking rate of 18,514 tonnes per day and compared to a nameplate capacity of 18,000 tonnes per day. The average mining rate during the second quarter was 50,063 tonnes per day resulting in a strip ratio of 1.33. The lower strip ratio compared to Q1 2025 is a result of limited access of the waste areas within the pit due to permitting constraints.

A total of 1.67 million tonnes of ore were stacked at an average grade of 0.71 g/t gold. In addition, 0.85 million tonnes of low-grade ore were rehandled and placed on the leach pad, averaging 0.32 g/t gold. In total, 2.61 million tonnes of ore at an average grade of 0.57 g/t gold were placed on the heap leach pad during the quarter. Gold sold during Q2 2025 totaled 26,591 ounces.

Cash costs^1^ and AISC^1^ at Camino Rojo during Q2 2025 were $657 and $690 per ounce of gold sold, respectively, which is at the low end of our current AISC guidance range of $700 to $800 per ounce of gold sold. In comparison to Q1 2025, AISC was higher mainly due to the lower number of ounces sold during the quarter.

Sustaining capital during the second quarter of 2025 totaled $0.5 million, which primarily consisted of infrastructure and equipment for the mining and processing area.

Subsequent to the reporting period, on July 23, 2025, the Camino Rojo mine experienced an uncontrolled material movement on the temporary north wall within the open pit. There were no injuries, nor was there any damage to equipment or the environment as a result of the event. As of the date of this MD&A, ramp access to the pit remained intact; however, open pit mining operations were temporarily suspended while the Company undertook a geotechnical assessment to support a safe action plan and restart of in-pit mining activities.

Orla, with support from external consultants, has been conducting a comprehensive geotechnical assessment of the pit wall event to determine its root cause, to assess the stability of the surrounding area, and to establish an action plan. Findings have informed the action plan and updates to standard operating procedures within the pit to ensure safety. The material movement was bounded by two faults acting as release features from increased pore pressure due to rainfall and the steepness of the interwall angle.

The current action plan includes mining from surface downwards to push-back and stabilize of the entire north wall to re-establish safe working conditions on the north side of the pit. The north wall will be re-established at a lower overall slope at single 10 metre benches based on a design that reduces the risk of over toppling. Continuous monitoring of the north wall will be undertaken with the slope stability radar, already in place, by the operational team and supported by external experts. Additionally, Trigger Action Response Plans (TARPs) will be strengthened to provide additional safety measures while the work is being completed.

^1^ Non-GAAP measure. Please refer to “Non-GAAPMeasures” of this MD&A for a reconciliation of this measure to our financial statements.

Page 8

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

The material removed from the north wall section of the pit is predominantly oxidized, with an ore-to-waste strip ratio of 1:0.9 and an anticipated average gold grade of 0.74 g/t. This ore material will be crushed and stacked on the heap leach over the coming months. The current expectation is to push back approximately 50–80 metres from the edge of the existing pit wall, which is anticipated to result in the removal of approximately 9.0 million tonnes which will be crushed and stacked on the heap leach.

Since the pit wall event on July 23, Camino Rojo has continued to crush and stack stockpiled material at a rate of approximately 20,000 tonnes per day (in addition to 20,000 tonnes per day being truck stacked), to mitigate the short-term impact on production. Based on the current action plan and Camino Rojo’s updated pit sequencing, Camino Rojo’s annual production, cash costs, and all-in sustaining cost (“AISC”) guidance has been updated. Full year gold production has been revised to a range of 95,000 to 105,000 ounces from 110,000 to 120,000 ounces. Consequently, cash cost and AISC have also been revised to a range of $800 to $900 and $850 to $950 per ounce of gold sold respectively.

Page 9

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
Camino Rojo Operating Highlights	****	Q2 2025		Q2 2024		YTD 2025		YTD 2024
---	---	---	---	---	---	---	---	---	---
Mining
Total ore mined	tonnes		1,953,244		1,874,648		3,827,980		3,848,513
Ore - processed	tonnes		1,667,614		1,754,024		3,321,463		3,510,637
Low grade ore – stockpiled	tonnes		285,630		150,625		506,517		337,876
Waste mined	tonnes		2,602,529		2,051,940		5,373,965		2,924,511
Total mined	tonnes		4,555,773		3,956,589		9,201,945		6,773,024
Strip ratio	w:o		1.33		1.09		1.40		0.76
Total ore mined gold grade	g/t		0.65		1.08		0.69		0.82
Ore – processed	g/t		0.71		0.92		0.75		0.87
Low grade ore – stockpiled	g/t		0.32		0.33		0.32		0.32
Processing
Ore crushed	tonnes		1,703,312		1,796,026		3,372,050		3,637,770
Ore stacked	tonnes		2,608,589		1,934,678		4,281,415		3,717,983
Stacked ore gold grade	g/t		0.57		0.87		0.66		0.84
Gold produced	oz		25,145		33,206		55,118		66,429
Daily stacking rate – average	tpd		18,514		19,717		18,550		19,657
Revenue	$000’s	$	94,985	$	84,570	$	188,039	$	151,848
Cost of sales – operating costs	$000’s	$	21,600	$	18,524	$	42,583	$	36,633
DD&A	$000’s	$	8,381	$	9,575	$	18,096	$	18,374
Royalties	$000’s	$	2,822	$	2,098	$	5,587	$	3,766
Sustaining capital expenditures	$000’s	$	519	$	4,883	$	969	$	9,910
Non-sustaining capital expenditures	$000’s	$	2,611	$	2,975	$	5,245	$	6,438
Cash cost per ounce ^1^	per ounce	$	657	$	498	$	625	$	535
All-in sustaining cost per ounce ^1^	per ounce	$	690	$	650	$	656	$	696
****	****	June 30 2025	June 30 2024
---	---	---	---
Total ROM ore stockpile	tonnes	2,673,124	2,793,616
ROM ore stockpile grade	g/t	0.33	0.33

Page 10

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

PERMITTING

With respect to the Environmental Impact Statement (in Spanish, Manifestación de Impacto Ambiental, or “MIA”), the project described in the current technical report requires a modification of the MIA permit to allow for the additional production related to the development of a pit layback onto lands not considered in the August 2019 permit application. The Company submitted an application for a modification of the MIA and following feedback from the environmental regulator, SEMARNAT, the Company submitted a new, updated, permit application in November 2024, to allow for the open pit east-west expansion, as well as the layback expansion to the north. In July 2025, as part of the review process, Orla received a request for additional information from SEMARNAT, which Orla expects to provide during Q3 2025.

EXPLORATION

The Camino Rojo land package remains under-explored and its proximity to the large Camino Rojo mineralized system provides highly prospective exploration opportunities. Exploration on the project is somewhat challenging due to the presence of a thin alluvial soil and caliche cover restricting geochemical surface expressions, but we consider the potential to discover new mineralization as excellent. As such, we continue to conduct regional exploration at Camino Rojo.

Refer to the Company’s Annual Information Form for additional background on exploration at Camino Rojo.

CAMINO ROJO UNDERGROUND

Historical drilling on the Camino Rojo Sulphides by previous owners indicated a broadly disseminated gold deposit, favoring a large, low-grade open-pit mining scenario requiring substantial capital for a processing facility and extensive material handling. To explore a more cost-effective targeted development approach, in 2020, Orla launched a drill program to confirm the presence of higher-grade zones, interpreted as steep northwest-dipping and flat-lying vein sets.

By combining Orla's north-to-south drill holes with historical holes oriented in the opposite direction, drill spacing within the higher-grade zones of the Camino Rojo Sulphides has been reduced to 25-30 metres. This combined drilling has enhanced the understanding of the primary controls on gold mineralization, refined the geometry and size of higher-grade zones within the extensive sulphide deposit, and extended mineralization into the lower stratigraphy beneath the Caracol Formation (i.e., Camino Rojo Extension, or Zone 22). The new data was used to define the initial underground resource estimate of the Camino sulphide zone, which was released on June 5, 2025.

For additional details, please see the Company’s news release dated June 5, 2025 (“Orla Mining Delivers Initial Underground Mineral Resource for Camino Rojo in Mexico, Paving the Way for Future Development Planning”).

An updated technical report prepared in accordance with NI 43-101 was subsequently filed on July 17, 2025 and is now available on the Company’s website and on SEDAR+ and EDGAR.

CAMINO ROJO EXTENSION (ZONE 22)

In June 2025, Orla completed an initial resource estimate for the upper part of Zone 22, as part of the first underground resource estimate for the Camino sulphide zone. Orla is currently advancing a 15,000m infill drilling program to better define geological controls on the polymetallic (Au, Ag, Zn, Pb, Cu) mineralization in the upper part of Zone 22, with the objective of upgrading and growing the initial resource. During Q2 2025 active drill rigs were reduced from four to two, with 13,897 metres of the planned 2025 infill program completed. We expect the program to be completed in Q3. Infill drilling at Zone 22 is planned to continue down-plunge through year-end 2025 with two drill rigs. Refer to our press release dated August 7, 2025 (“Orla Mining Reports New Drill Results from Zone 22 at Camino Rojo”).

Page 11

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

REGIONAL EXPLORATION

In 2025, Orla has allocated approximately 7,200 metres of drilling to regional exploration, aiming to follow up on positive results from 2024 and to test new high-priority exploration targets. The regional drill program started in April, with 1,722 m drilled across two targets during Q2 2025.

SUSTAINABILITY

Camino Rojo consistently maintains and updates its community engagement and environmental management initiatives. The site engages in monthly monitoring of community water and air quality, along with other environmentally focused activities. The multidisciplinary Sustainability Risk Committee convenes monthly to proactively identify and manage risks related to environmental, social, and governance (“ESG”) factors impacting operations. The community relations team collaborates with local stakeholders to align efforts with community needs and priorities.

During the second quarter of 2025, Camino Rojo continued to advance its community investment program. Key achievements in Q2 2025 included:

·	Continued educational support through scholarships,<br>adult learning, tutoring, an entrepreneurship workshop for local women, and launching a youth symphonic orchestra.
·	In partnership with the Zacatecas Municipal Women's<br>Institute, formed the Women Weavers of the Homeland Network and created an annual work plan for community-focused, women-led initiatives<br>in San Tiburcio.
---	---
·	Ongoing backing for the San Tiburcio community<br>poultry and egg farm with public and private partners, expanding organic egg sales to local markets and beginning supply to other mining<br>operations in the area.
---	---

In Q2 2025, Camino Rojo employed Mexican nationals for all of its direct positions. At the end of Q2 2025, 57% of our employees and 7% of our contractors’ workforces were from local communities.

REGULATORY MATTERS

As part of addressing labour practices at the Company’s Camino Rojo mine in Mexico, the Company is reviewing potential criminal activity involving the mine. The Company’s review is ongoing, with the involvement of external counsel, and additional information could become known to it in the future. The Company has voluntarily notified the Office of the Attorney General in Mexico, the Royal Canadian Mounted Police in Canada, and the Department of Justice in the United States and is cooperating with these authorities. Other governmental agencies could become involved in the future.

The Company cannot anticipate the timing, outcome or impact of these matters. If violations of applicable laws and regulations are identified, it could result in legal claims, civil and criminal penalties, or reputational damage that could have a material adverse effect on the Company’s business, financial condition, operations and results of operations.

The Company is committed to operating in accordance with the highest ethical standards and conducting business in an honest and transparent manner that complies with applicable laws, its Code of Business Conduct and Ethics and other applicable internal policies.

Page 12

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
B.	MUSSELWHITE MINE, CANADA
---	---

Musselwhite is a Canadian mining operation which has produced over 6 million oz of gold since it began operating in 1997. It is a fly-in-fly-out underground mining operation located in northwestern Ontario, Canada, with mining taking place from two main zones via longitudinal retreat and transverse stoping, conveyed to surface by an internal winze and conveyor. Ore processing occurs via two-stage crushing, grinding, leach/cyanide-in-pulp (“CIP”), and finally, doré with annual throughput capacity of 1.5 Mtpa. Gold recovery rates have been approximately 96%.

On February 28, 2025, Orla acquired the Musselwhite Mine from Newmont Corporation for upfront cash consideration of $810 million and gold price-linked contingent consideration of $40 million.

Refer to the Company’s Annual Information Form for historical context and background. Refer to our unaudited condensed interim consolidated financial statements as at June 30, 2025, for specific details of the consideration paid.

MUSSELWHITE OPERATIONAL UPDATE

Orla completed the Musselwhite transaction on February 28, 2025. Therefore, the following discussion relates only to activity which took place after March 1, 2025.

Musselwhite Mine Operating Highlights			****	YTD 2025^1^		****
Total ore mined	tonnes	302,705			410,766
Total ore milled	tonnes	294,568			398,855
Average ore grade milled	g/t	5.52			5.52
Average mill recovery rate	percent	96.5	%		96.3	%
Gold ounces produced	ounces	52,666			70,452
Gold ounces sold	ounces	52,318			68,163
Revenue	000’s	168,762		$	216,378
Cost of sales	000’s	63,979		$	91,268
DD&A	000’s	32,378		$	39,462
Royalties	000’s	3,578		$	4,158
Sustaining capital expenditures	000’s	18,441		$	26,470
Non-sustaining capital expenditures	000’s	2,789		$	2,789
	000’s
Cash<br>cost per ounce sold ^1, 2^	per ounce	1,272		$	1,272
All-in sustaining cost per ounce sold ^1, 2^	per ounce	1,663		$	1,663

All values are in US Dollars.

During Q2 2025, Musselwhite mined 303,000 tonnes of ore averaging 3,326 tonnes per day and milled 295,000 tonnes, averaging 3,237 tonnes per day, at a mill head grade of 5.52 g/t gold. Gold recovery rates of 96.5% resulted in gold production of 52,666 ounces. Gold sold during the quarter was 52,318 ounces. Year-to-date Musselwhite has produced 70,452 ounces of gold in four full months of production. Musselwhite remains on track to achieve full year (10 months) guidance ranging between 170,000 and 180,000 ounces.

^1^ Year-to-date figures for Musselwhite are from March1, 2025 onward, as the acquisition was completed on February 28, 2025.

^2^ Musselwhite Minewas acquired on February 28, 2025. Cash cost per ounce and AISC per ounce presented above do not include the operations of MusselwhiteMine for the period March 1, 2025, to March 31, 2025. Refer to “Non-GAAP Measures” for further discussion.

Page 13

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

Lateral development metres in the quarter totalled 2,746 metres. Lateral development is to access mining horizons for existing reserves and to provide additional drill platforms to support the underground exploration drill program to grow reserves, resources, and mineral inventories.

Sustaining capital during the second quarter totalled $18.4 million, the majority of which related to underground development and PQ Deep Extension.

GEOLOGY AND EXPLORATION STRATEGY

Musselwhite has a strong history of gold production, supported by consistent resource and reserve replacement and growth, which have extended its operational life since the start of the operation in 1997. Gold mineralization is primarily hosted within folded banded iron formations (“BIF”), characterized by close associations with pyrrhotite, quartz-carbonate veining, and quartz flooding.

Historical mining along the main mine trend demonstrated exceptional continuity and predictability of gold mineralization. Drilling by the previous operator (2018–2020) confirmed that mineralization extends at least one kilometre down-plunge from the current resource and reserve area along the Mine Trend, and remains open at depth.

Orla’s exploration strategy aims to replace reserves and grow resources through sustained exploration investment. Underground drilling will continue to target infill and extension of key zones, while surface directional drilling at the PQ Deeps extension will resume, to prove continuity along the deposit plunge. Orla will also outline a long-term plan to explore the broader mine lease area and regional claims, recognizing strong potential for additional BIF-hosted and orogenic gold mineralization.

EXPLORATION PROGRAM UPDATE

Underground exploration drilling began in early March 2025, with 9,828 metres completed to date. The deep directional surface program started in May with 2,757 m drilled to date. The near-mine surface program started in June and has drilled 817 m. All exploration drilling programs will continue through the year.

For additional details, please see the Company’s press release dated April 1, 2025 (Orla Mining Ltd. launches $25M exploration drilling program to expand reserves and resourcesand extend Musselwhite mine trend).

SUSTAINABILITY

The Musselwhite Mine site is located on the traditional territory of the North Caribou Lake First Nation, and it was one of the first mines in Canada to enter into a comprehensive agreement with First Nation communities. The signatories of the Musselwhite Agreement include the North Caribou Lake First Nation, Kingfisher Lake First Nation, Wunnumin Lake First Nation, Cat Lake First Nation and Windigo and Shibogama Tribal Councils. The mine also has an agreement with the Mishkeegogamang First Nation. These agreements focus on a respectful and trust-based relationship for mutual benefit and include clauses on employment and training, environmental and cultural heritage protection, and business opportunities.

In Q2, the Musselwhite Agreement Implementation Review Committee held its biannual meeting. During this meeting, the Social Closure Plan Committee held a workshop and presented its report on progress.

Page 14

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

Musselwhite continues to focus on creating local and Indigenous employment opportunities. In Q2, the site started engagement with the North Caribou First Nation School to set up job shadowing, mine tours and career conversations. At the end of Q2 2025, 38% of direct employees were local, with an 87% male and 13% female representation, and 15% self-identified as Indigenous.

C.	SOUTH RAILROAD PROJECT (SOUTH CARLIN COMPLEX), NEVADA, USA

The South Railroad Project is located along the Pinon mountain range, approximately 24 kilometers south-southeast of Carlin, Nevada, in the Railroad mining district. South Railroad is part of the Company’s South Carlin Complex, a prospective 25,000-hectare land package. Refer to the Annual Information Form for historical context and project background.

PERMITTING

The South Railroad Project, situated on federal land, is currently advancing under the guidance of the US Bureau of Land Management (“BLM”) in accordance with the National Environmental Policy Act (“NEPA”) for permitting. Orla has submitted all its Supplemental Environmental Reports (“SERs”) required prior to the issuance of a Notice of Intent (“NOI”). Our NOI submission package has been reviewed by the BLM Nevada State office and is currently in review in Washington DC for publishing.

The NOI is expected to be published in Q3 2025, with the Company targeting a Record of Decision (the final permitting decision) approximately 12 months thereafter. Following this approval, construction on the South Railroad Project would commence, with first gold production targeted for 2028.

At the State level, we have received Class I and II Air Operating Permits. The Company’s water-related applications continue to be reviewed and processed by the Nevada Division of Water Resources (“DWR”). Applications have been submitted for the Water Pollution Control Permit and being prepared for submission for the National Pollutant Discharge Elimination System (“NPDES”) discharge permit.

During the quarter, Orla entered into an agreement with local ranchers to meet the sage grouse mitigation requirements under Nevada's Sagebrush Ecosystem Program.

PROJECT CONSTRUCTION

DETAILED DESIGN WORK

Basic and detailed engineering will proceed in 2025 and 2026 to align with construction following the Record of Decision. Long-lead equipment will be identified, with purchase orders potentially beginning as early as late 2025.

EXPLORATION

The South Carlin Complex presents strong potential for discovering additional Carlin-type, low sulfidation gold mineralization and polymetallic skarn deposits beyond the defined resources and reserves at the Pinion and Dark Star deposits. The potential for expanding oxide resources is high, and near-deposit and regional exploration efforts are ongoing.

Refer to the Company’s Annual Information Form for additional background on exploration at South Carlin Complex.

Page 15

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

In 2025, Orla has allocated approximately 18,000 m of drilling to support exploration efforts at the South Carlin Complex. Exploration drilling will test potential extensions of the Dark Star, Pinion and satellite deposits, and test priority exploration targets for mineralization. In addition to drill testing, target generation and development activities will continue.

Drilling at the POD–Sweet Hollow and North Bullion target areas resumed in May, and the Dark Star and Bowl drill programs were started in June, for a total of 5,235 m drilled year to date at the South Carlin Complex. Exploration activities are expected to continue through the end of 2025.

D.	OTHER PROJECTS - CERRO QUEMA PROJECT, PANAMA

The Cerro Quema Project is located on the Azuero Peninsula in the Los Santos Province of Southwestern Panama, about 45 km southwest of the city of Chitre. The project includes a pre-feasibility-stage, open-pit, heap leach gold project, a copper-gold sulphide resource, and various exploration targets. Additional information on the Cerro Quema Project is set forth in the technical report titled “Project Pre-Feasibility Updated NI 43-101 Technical Report on the Cerro Quema Project Province of Los Santos, Panama”, dated effective January 18, 2022.

On November 3, 2023, the National Assembly of Panama passed Law 407, which instituted a moratorium on granting, renewing, or extending concessions for the exploration, extraction, transportation, or exploitation of metal mining in Panama. On December 15, 2023, Minera Cerro Quema SA de CV (“MCQSA”), the Company’s subsidiary that holds the Cerro Quema Project, received three resolutions from the Panamanian Ministry of Commerce and Industry (“MICI”). The resolutions rejected the request for extension for the three mining concessions comprising the Cerro Quema Project, retroactively declared the concessions canceled, and declared the area comprising the concessions to be a reserve area under the Panamanian mining code. Under the Panamanian mining code, MICI is prohibited from granting mining concessions for exploration or extraction on a reserve area.

In March 2024, the Company filed a Notice of Intent to Arbitrate with the Government of Panama under the Free Trade Agreement between Canada and Panama (the “FTA”). The Notice of Intent asserted that the measures taken by Panama, including those described above, constituted violations of Panama’s legal obligations under the FTA and customary international law. The Notice of Intent was intended to facilitate a 30-day consultation period to reach an amicable resolution to the Company’s claim. As no resolution was reached, the Company proceeded with filing a Request for Arbitration on July 3, 2024.

The arbitration will be facilitated and administered by the International Centre for Settlement of Investment Disputes (“ICSID”) in Washington, DC, under its Arbitration Rules. A tribunal for the arbitration (the “Tribunal”) has been constituted and the Company filed its written submissions (referred to as its Memorial on Liability and Quantum) at the end of March 2025. This filing included a claim for damages of approximately US$400 million, plus pre-award and post-award interest.

On May 12, 2025, Panama submitted a bifurcation request, asking the Tribunal to rule on certain procedural matters prior to considering the merits of the Company’s claims. Specifically, Panama asserts a preliminary objection that Panama has validly denied the benefits of the FTA to the Company and that therefore the Company is not entitled to bring claims under the FTA. In addition, Panama has raised other preliminary objections to certain parts of the claims filed by the Company. Panama has requested that all of these preliminary objections be bifurcated and adjudicated prior to any further proceedings on the merits of the Company’s claims. In addition, Panama has requested to bifurcate the issues relating to quantum from the issues relating to liability. The Company has filed its response to Panama’s request for bifurcation and a decision from the tribunal is expected to be issued in the coming months. The Tribunal has stayed the arbitration proceedings on the merits pending the resolution of Panama’s bifurcation request.

In addition, on July 24, 2025, the Company filed a proposal for disqualification of one of the Tribunal arbitrators pursuant to the ICSID Rules. It is expected that a decision on the Company’s proposal for disqualification will be issued within the next two months. The proceedings on Panama’s request for bifurcation have been suspended pending the resolution of the Company's proposal.

Although the Company intends to vigorously pursue these legal remedies, the Company’s preference is a constructive resolution with the Government of Panama that results in a positive outcome for all stakeholders.

Page 16

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
IV.	NON-GAAP MEASURES
---	---

We have included herein certain performance measures (“non-GAAP measures”) which are not specified, defined, or determined under generally accepted accounting principles (“GAAP”). These non-GAAP measures are common performance measures in the gold mining industry, but because they do not have any mandated standardized definitions, they may not be comparable to similar measures presented by other issuers. Accordingly, we use such measures to provide additional information, and you should not consider them in isolation or as a substitute for measures of performance prepared in accordance with GAAP. In this section, all currency figures in tables are in thousands, except per-share and per-ounce amounts.

AVERAGE REALIZED GOLD PRICE

Average realized gold price per ounce sold is calculated by dividing gold sales proceeds received by the Company for the relevant period by the ounces of gold sold. The Company believes the measure is useful in understanding the gold price realized by the Company throughout the period.

****	Q2 2025		****	Q2 2024		****	YTD 2025		****	YTD 2024		****
Revenue	$	263,747		$	84,570		$	404,417		$	151,848
Silver sales		(7,207	)		(3,256	)		(12,740	)		(4,566	)
Gold sales		256,540			81,314			391,677			147,282
Ounces of gold sold		78,909			34,875			125,266			66,921
AVERAGE REALIZED GOLD PRICE	$	3,251		$	2,332		$	3,127		$	2,201

During Q2 2025, Orla delivered 12,074 gold ounces (YTD 2025 – 16,098 gold ounces) under the gold pre-payment arrangements. These ounces we recognized at an average gold price of $2,884 per ounce (YTD 2025 - $2,880 per ounce) and are reflected in the totals above.

NET CASH (NET DEBT)

Net cash (net debt) is calculated as cash and cash equivalents and short-term investments less total debt adjusted for unamortized deferred financing charges at the end of the reporting period. This measure is used by management to measure the Company’s debt leverage. The Company believes that in addition to conventional measures prepared in accordance with IFRS, net cash is useful to evaluate the Company’s leverage and is also a key metric in determining the cost of debt.

****	June 30, 2025		****	December 31, 2024
Cash and cash equivalents	$	215,448		$	160,849
Less: Long term debt		(420,000	)		—
NET CASH (NET DEBT)	$	(204,552	)	$	160,849

Page 17

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

ADJUSTED EARNINGS AND ADJUSTED EARNINGS PER SHARE

Adjusted earnings excludes unrealized foreign exchange, changes in fair values of financial instruments, impairments and reversals due to net realizable values, restructuring and severance, and other items which are significant but not reflective of the underlying operational performance of the Company. We believe these measures are useful to market participants because they are important indicators of the strength of our operations and the performance of our core business.

****	Q2 2025		Q2 2024		****	YTD 2025		****	YTD 2024		****
Net income (loss) for the period	$	48,212	$	24,265		$	(21,620	)	$	41,750
Change in fair values of financial instruments		3,000		—			83,725			—
Unrealized foreign exchange		2,167		(1,520	)		4,732			(2,431	)
One-time Musselwhite acquisition costs		1,699		—			11,914			—
Increased costs from inventory fair value adjustment		744		—			10,513			—
Share based compensation related to PSUs		532		167			2,628			291
Accretion of deferred revenue		7,828		122			10,878			244
ADJUSTED EARNINGS	$	64,182	$	23,034		$	102,770		$	39,854
Millions of shares outstanding – basic		324.9		318.0			323.6			316.6
Adjusted earnings per share – basic	$	0.20	$	0.07		$	0.32		$	0.13

Companies may choose to expense or capitalize costs incurred while a project is in the exploration and evaluation phase. Our accounting policy is to expense these exploration costs. To assist readers in comparing against companies which capitalize their exploration costs, we advise that included within Orla’s net income for each period are exploration and project costs which were expensed, as follows:

****	Q2 2025		Q2 2024		YTD 2025		YTD 2024
Exploration & evaluation expense	$	9,412	$	6,649	$	18,291	$	11,393

Page 18

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

FREE CASH FLOW

Free Cash Flow is calculated as the sum of cash flow from operating activities and cash flow from investing activities. The Company believes market participants use Free Cash Flow to evaluate the Company’s operating cash flow capacity to meet non-discretionary outflows of cash. Free Cash Flow is not meant to be a substitute for the cash flow information presented in accordance with IFRS.

Included within the figures for the six months ended June 30, 2025 are $798.5 million for the acquisition of Musselwhite Mine.

****	Q2 2025		****	Q2 2024		****	YTD 2025		****	YTD 2024		****
Cash flow from operating activities	$	94,822		$	48,969		$	506,287		$	77,119
Cash flow from investing activities		(30,632	)		(4,906	)		(846,181	)		(9,130	)
FREE CASH FLOW	$	64,190		$	44,063		$	(339,894	)	$	67,989
Millions of shares outstanding – basic		324.9			318.0			323.6			316.6
Free cash flow per share – basic	$	0.20		$	0.14		$	(1.05	)	$	0.21

EXPLORATION AND PROJECT DEVELOPMENT COSTS

Exploration and project development costs are calculated as the sum of costs related to exploration and to project development. Some of these costs have been expensed, while some of these have been capitalized, in accordance with our accounting policies. We believe this measure combining the two provides a more fulsome understanding to readers of the level of expenditures incurred on these activities during the period.

****	Q2 2025		Q2 2024		YTD 2025		YTD 2024
Exploration and evaluation expense	$	9,412	$	6,649	$	18,291	$	11,393
Expenditures on mineral properties capitalized		22,851		3,103		29,783		6,979
EXPLORATION AND PROJECT DEVELOPMENT	$	32,263	$	9,752	$	48,074	$	18,372

Page 19

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

CASH COST PER OUNCE, AND ALL-IN SUSTAINING COST (“AISC”) PER OUNCE

Cash cost per ounce is calculated by dividing the sum of operating costs and royalty costs, net of by-product silver credits, by ounces of gold sold. All-in Sustaining Cost is a performance measure that reflects all the expenditures that are required to produce an ounce of gold from operations. While there is no standardized meaning of the measure across the industry, the Company's definition conforms to the all-in sustaining cost definition as set out by the World Gold Council in its guidance dated November 14, 2018. Management believes that these two measures are useful to market participants in assessing operating performance and the Company's ability to generate free cash flow from current operations.

The Musselwhite Mine was acquired on February 28, 2025, and accounting rules require metal inventory on hand at acquisition date (February 28, 2025) to be valued on the books at fair value rather than historical cost which is ordinarily the case. Accordingly, Orla management concluded it would not be meaningful to readers to present cash costs and AISC for Musselwhite Mine for the one month period ended March 31, 2025. The tables below exclude the costs of, and gold sales of, Musselwhite Mine for the period March 1 to March 31, 2025. Consequently, the year-to-date numbers presented in the table below have been adjusted to reflect Musselwhite’s contribution as of April 1, 2025.

****	Three<br> months ended June 30, 2025						****	Six<br> months ended June 30, 2025						****
	Camino<br><br> Rojo		Mussel-<br>white		Corporate	Total		Camino<br> <br>Rojo		Mussel-<br>white		Corporate	Total
	000		000		000	000		000		000		000	000
Cost of sales - operating costs
Inventory<br> valuation adjustment at acquisition				)			)				)			)
Cost of<br> sales - royalties
Silver sales		)		)			)		)		)			)
CASH COSTS
Office and<br> administration
Share based<br> payments (excl PSUs)
Accretion of ARO
Amortization<br> of site closure asset
Purchase<br> of equipment - sustaining
Capitalized<br> development - sustaining
Lease payments<br> - sustaining
ALL-IN<br> SUSTAINING COST
Ounces of<br> gold sold
Cash cost<br> ($ per ounce)
AISC ($ per ounce)

All values are in US Dollars.

(note, the tables above exclude costs and gold sales for Musselwhite Mine for the period March 1 to March 31, 2025)

Page 20

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
V.	SUMMARY OF QUARTERLYRESULTS
---	---

Production and sales of gold during each of the last eight quarters was as follows:

****	Q2 2025		Q1 2025		Q4 2024		Q3 2024		Q2 2024		Q1 2024		Q4 2023		Q3 2023
Ounces gold produced		77,811		47,759		26,531		43,788		33,206		33,223		34,484		32,425
Ounces gold sold		78,909		46,356		33,288		38,265		34,875		32,046		31,300		31,061

The figures in the following table are based on the unaudited consolidated financial statements of the Company which were prepared in accordance with IFRS.

$ thousands	Q2 2025		****	Q1 2025		****	Q4 2024		****	Q3 2024		****	Q2 2024		****	Q1 2024		****	Q4 2023		****	Q3 2023		****
Revenue	$	263,747		$	140,670		$	92,763		$	99,307		$	84,570		$	67,278		$	62,946		$	60,294
Cost of sales, including DD&A		(132,738	)		(68,416	)		(32,933	)		(34,572	)		(30,197	)		(28,576	)		(26,339	)		(25,092	)
Earnings from mining operations		131,009			72,254			59,830			64,735			54,373			38,702			36,607			35,202
Exploration & project expense		9,412			8,879			9,549			13,653			6,649			4,744			9,316			11,233
Office and administrative		1,179			1,231			1,107			1,033			875			831			1,079			929
Professional fees		3,913			11,355			1,593			1,159			1,028			787			1,255			550
Regulatory and transfer agent		72			475			156			43			49			277			18			37
Salaries and wages		2,737			2,741			2,278			1,783			1,926			1,974			1,561			1,607
Depreciation		110			120			33			121			126			127			149			117
Share based payments		1,581			3,318			1,849			712			835			1,419			652			656
Fair value adjustments on financial<br> instruments		3,000			80,725			(3,138	)		—			—			—			—			—
Foreign exchange and other		4,281			2,443			(2,946	)		(2,276	)		(2,080	)		(944	)		608			340
Impairment of exploration properties		—			—			—			—			—			—			72,743			—
Interest and finance costs (income)		15,169			4,974			(806	)		(170	)		(3,648	)		670			870			1,999
Tax expense		41,343			25,825			24,068			27,533			24,348			11,332			6,798			12,364
Net income (loss)	$	48,212		$	(69,832	)	$	26,087		$	21,144		$	24,265		$	17,485		$	(58,442	)	$	5,370
Net income (loss) per share (basic)	$	0.15		$	(0.22	)	$	0.08		$	0.07		$	0.08		$	0.06		$	(0.19	)	$	0.02
Net income (loss) per share (diluted)	$	0.13		$	(0.22	)	$	0.08		$	0.06		$	0.07		$	0.05		$	(0.19	)	$	0.02

REVENUE AND COST OF SALES

During 2023 and 2024, gold sales have increased steadily from about 26,000 ounces per quarter to about 34,000 ounces per quarter. Commencing Q1 2025, gold sales increased to about 47,000 ounces following the acquisition of Musselwhite Mine, which added a month of its production. During Q2 2025, gold sales increased to about 77,000 ounces after a full quarter of production at Musselwhite Mine. Over the period Q3 2023 to Q2 2025, the price realized per ounce has increased from about US$1,900 per oz to over US$3,200 per oz, consistent with the increase in the price of gold.

Cost of sales has increased over time as a result of higher ounces sold, higher reagent consumption due to higher lifts on the leach pads, increased labour rates due to routine inflationary adjustments at Camino Rojo, and a general strengthening of the Mexican peso against the US dollar, although we did see the peso weaken from Q2 2024 to Q1 2025.

Increases in the depreciation component of cost of sales are due to ongoing capital expenditures and higher corresponding ounces sold following the acquisition of Musselwhite Mine during Q1 2025.

Page 21

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

EXPLORATION EXPENSE

In Q3 2022, we acquired the South Railroad Project (part of the South Carlin Complex) and continued exploration activities there, with drilling mainly occurring from Q2 to Q4 each year due to weather. We remain heavily invested in Nevada exploration. In Q1 2024, exploration at Cerro Quema ceased, limiting costs mainly to holding expenses. Exploration expenses rose in Q2 2025 following the Musselwhite Mine acquisition.

ADMINISTRATIVE COSTS

Administrative costs and professional fees have generally increased with company activity, driven by Sarbanes-Oxley compliance (including more staff, new software, and higher audit fees) and additional staffing for ESG initiatives. The Q1 2025 spike in professional fees was mainly due to costs from acquiring the Musselwhite Mine.

SHARE BASED PAYMENTS

Share-based payment expenses mainly depend on the number of stock options, RSUs, DSUs, and PSUs vesting each quarter. Grants usually occur in the first quarter, making expenses higher during that period.

INTEREST AND FINANCE COSTS

Interest and financing costs are primarily related to (a) a project loan and credit facilities used to fund the construction of the Camino Rojo Oxide Mine, (b) the obligations arising from our acquisition of the Musselwhite Mine.

We repaid the Fresnillo obligations in Q4 2023 and we repaid the entire Revolving Facility in Q4 2024. Consequently, interest and finance costs have trended lower over the past few quarters up until Q4 2024. Commencing Q1 2025, following the acquisition of Musselwhite Mine, interest and finance costs have increased again due to the drawdown of the increased credit facility, and the issuance of interest-bearing convertible notes.

TAX EXPENSE

We accrue income taxes and record deferred taxes each quarter. In common with all other mining companies operating in Mexico, the Company is subject to a 7.5% Special Mining Duty (“SMD”) on earnings from mining operations, in addition to corporate income tax. Beginning in January 2025, the SMD rate increased to 8.5%.

Commencing Q1 2025, following the acquisition of the Musselwhite Mine in Canada, we expect increases in corporate tax expense and in Ontario mining tax expense.

FAIR VALUE ADJUSTMENTS ON FINANCIAL INSTRUMENTS

As a result of the financings related to the purchase of the Musselwhite Mine, the Company has several new financial instruments. Movements in fair value of these financial instruments are recorded in profit or loss, and are driven by changes in gold price, Orla’s stock price, the implied volatility of Orla’s stock price, and USD/CAD exchange rates. Further details about our financial instruments are provided in the accompanying financial statements.

Page 22

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
VI.	THREE AND SIX MONTHSENDED JUNE 30, 2025
---	---

BALANCE SHEET

Comparison of balance sheets at June 30, 2025 to March 31, 2025.

****	June 30, 2025		March 31 2025		Commentary
Cash	$	215,448	$	184,231	Significant inflows are from operating earnings, partly offset by tax payments, purchases of PP&E, capitalized exploration and mine development, payment of interest on our credit facility and convertible notes, and the partial repayment of principal on our revolving facility.
Other current assets		108,454		86,428	Increase primarily due to higher GST/HST recoverable arising from expenditures at Musselwhite and increases in Musselwhite-related trade receivables.
Property, plant and equipment		1,318,540		1,330,709	Decrease was primarily due to depletion and depreciation partly offset by mine development at Musselwhite and equipment additions.
Exploration and evaluation properties		181,993		181,993	No meaningful change from previous quarter
Other long term assets		36,850		31,127	Increase was primarily due to quarterly fair value adjustment of the Company’s redemption right asset.
Current liabilities, excluding current portion of long term debt and deferred revenues		250,060		210,280	Increase is driven by the accrual of income taxes and the quarterly fair value adjustment of the (a) warrant liability, and (b) contingent consideration recognized in connection with the Musselwhite Mine acquisition, and an increase in the current portion of our term facility.
Long term debt<br> (current and long term)		387,734		416,293	Reduction is substantially due to a voluntary $30M principal repayment on our Revolving Facility during the quarter.
Deferred revenue<br> (current and long term)		357,587		384,582	Reduction is due to deliveries made by the Company under the gold prepay arrangements, partially offset by accounting accretion.
Other long term liabilities		368,064		358,228	No meaningful change from previous quarter

Page 23

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

NET INCOME

****	Three months ended June 30, 2025		Three months ended June 30, 2024		****	Commentary
Revenue	$	263,747	$	84,570		Increases in both costs<br> and revenues this quarter over Q2 last year was primarily due to the acquisition of Musselwhite Mine which resulted in increases in revenues and costs across most income statement categories.
Cost of sales		132,738		30,197
General and administrative		7,901		3,878		The increase in G&A was primarily due to costs associated with the acquisition of the Musselwhite Mine.
Exploration and evaluation		9,412		6,649
Other expenses (income)		24,141		(4,767	)	The increase in “other expenses” was the result of movements in the fair value of financial assets and liabilities most of which arose because of the acquisition.
Income taxes		41,343		24,348
Net income	$	48,212	$	24,265
****	Six months ended June 30, 2025		****	Six months ended June 30, 2024		****	Commentary
---	---	---	---	---	---	---	---
Revenue	$	404,417		$	151,848		Increases in most income statement items were primarily due to the Musselwhite Mine acquisition in early 2025 which resulted in greater revenues and costs across all income and expense categories.
Cost of sales		201,154		$	58,773
General and administrative		23,703		$	7,747
Exploration and evaluation		18,291		$	11,393
Other expenses (income)		115,721		$	(3,495	)
Income taxes		67,168		$	35,680
Net income (loss)	$	(21,620	)	$	41,750

Page 24

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

CASH FLOW

****	Six months ended June 30 2025		****	Six months ended June 30 2024		****	Commentary
Operating	$	506,287		$	77,119		The increase is driven substantially by proceeds from the gold prepay arrangement executed during Q1 2025.
Investing		(846,181	)		(9,130	)	The increased outflow is due to cash paid upon the acquisition of Musselwhite Mine.
Financing		393,722			(9,566	)	The increase inflow was primarily due to advances under the credit facility and the issuance of convertible notes which were all used to pay for the acquisition of the Musselwhite Mine in 2025.
VII.	LIQUIDITY
---	---

At June 30, 2025, the Company has a Revolving Facility (as defined below) with a maturity date of August 27, 2027, and a Term Facility with a maturity date of February 26, 2028.

As of the date of this MD&A, as a result of our acquisition of the Musselwhite Mine, we had the following amounts outstanding –

·	$120<br> million on our revolving credit facility
·	$100<br> million term loan, and
---	---
·	$200<br> million in senior unsecured convertible notes
---	---

As of the date of this MD&A, we have obligations to deliver a total of 124,764 ounces of gold over a remaining 31-month period, to a syndicate of lenders.

Current liabilities reported on our balance sheet exceed current assets. Our current liabilities of approximately $383 million include $102 million of warrants which if exercised by the warrant holders will be settled in common shares, not cash. However, they are required to be presented as current liabilities under IAS 1 «Presentation of Financial Statements» because they are financial instruments which may be settled at the holder’s option. Current liabilities also includes approximately $118 million of deferred revenue which will be settled by the delivery of gold produced from the Company’s mines.

EXPECTED SOURCES OF CASH

We expect to fund the operating costs and the operating and strategic objectives of the Company over the next twelve months with existing cash on hand and metal sales, although we may also receive proceeds from exercises of options and warrants over that time.

Page 25

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

CONTRACTUAL OBLIGATIONS

Contractual obligations	Payments due by period
As at June 30, 2025<br><br> (thousands of US dollars)	Total		12 months or<br><br> less		13 months to<br><br> 36 months		37 months to<br><br> 60 months		After 60<br><br> months
Purchase commitments	$	19,455	$	16,534	$	2,921	$	—	$	—
Trade payables		28,099		28,099		—		—		—
Accrued liabilities		49,074		49,074		—		—		—
Lease commitments		10,495		3,968		6,527		—		—
Derivative liabilities		135,000		121,000		14,000		—		—
Convertible notes		168,788		—		—		168,788		—
Deferred revenue		357,588		117,660		239,928		—		—
Credit facility and related interest		290,115		56,843		233,272		—		—
Total contractual obligations	$	1,058,614	$	393,178	$	496,648	$	168,788	$	—
VIII.	RELATED PARTY TRANSACTIONS
---	---

The Company’s related parties include:

Related party	Nature of the relationship
Key management personnel	Key management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, Chief Sustainability Officer, the Senior Vice President Exploration, and members of the Board of Directors of the Company.
Fairfax Financial Holdings Limited, together with its subsidiaries	Shareholder with significant influence over the Company as a result of its existing and exercisable potential voting rights.

Page 26

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

COMPENSATION TO KEY MANAGEMENT PERSONNEL WAS AS FOLLOWS:

	Six months ended <br> June 30
	2025		2024
Salaries and short term incentive plans	$	2,769	$	2,260
Directors’ fees		289		300
Share based payments		1,296		1,329
	$	4,354	$	3,889

TRANSACTIONS

During the six months ended June 30, 2025, the Company paid $2.3 million in interest on the convertible notes to Fairfax Financial Holdings Limited and its subsidiaries.

OUTSTANDING BALANCES AT THE REPORTING DATE

As at June 30, 2025, subsidiaries of Fairfax Financial Holdings Limited held $150.0 million in convertible notes and key management personnel estimated accrued short term incentive compensation totaled $0.9 million and is included in accrued liabilities (December 31, 2024 – $1.3 million).

During the period covered by this MD&A, and to the date of this MD&A, there are no other related party transactions or balances.

Page 27

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
IX.	CAPITAL RESOURCES
---	---

As of the date of this MD&A, the Company had available to it the following capital resources.

Cash	Approximately<br> $215 million as of June 30, 2025
Credit<br> Facility	$150 million under the Amended Revolving Facility and the $100<br> million Term Facility with a syndicate of lenders.<br><br> <br><br><br> <br>As of the date of this MD&A, the Term facility had been fully<br> drawn, and the Amended Revolving Facility has $30.0 million undrawn amount.
Gold<br> Prepay Arrangement	As<br> of the date of this MD&A, the Gold Prepay had been fully funded by the banks and the Company has commenced making monthly deliveries<br> pursuant to this Arrangement.
Convertible<br> notes	Concurrent<br> with the acquisition of the Musselwhite Mine, the Company issued Convertible Notes in an aggregate principal amount of $200 million.
Warrants	As of the date of this MD&A, the Company had outstanding approximately<br> 49 million warrants, substantially as follows:<br><br> <br><br><br> <br>·      23.5<br> million exercisable at C$3.00 until December 18, 2026<br><br> <br>·      23.4<br> million exercisable at C$11.50 until February 28, 2030, and<br><br> <br>·      0.2<br> million exercisable at C$7.94 until February 23, 2026

Refer to section VII - LIQUIDITY above for current outstanding amounts in respect of the Revolving Facility, the Term Facility, and the senior unsecured convertible notes and to the notes of the accompanying unaudited condensed interim consolidated financial statements for details on payments and accruals during the period.

EQUITY

The Company filed a base shelf prospectus on April 13, 2023, which was valid for 25 months and has now expired. The Company plans to file a new base shelf prospectus in Q3 2025.

Page 28

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
X.	OUTSTANDING SHAREDATA
---	---

As of the date of this MD&A, the Company had the following equity securities outstanding:

·	325,810,821<br> common shares
·	46,879,897<br>warrants
---	---
·	2,352,128<br> stock options
---	---
·	500,000<br> bonus shares
---	---
·	967,374<br> restricted share units
---	---
·	817,966<br> deferred share units
---	---
·	37,750,000<br> warrants of Contact, exercisable for 237,825 common shares or Orla
---	---

Further there are $200 million in senior unsecured convertible notes, which if all were converted could result in the issuance of 35.4 million common shares of the Company.

Further details about these potentially issuable securities are provided in the notes to the accompanying unaudited condensed interim financial statements for the three and six months ended June 30, 2025.

XI.	OFF-BALANCE SHEETARRANGEMENTS

We have no off-balance sheet arrangements requiring disclosure under this section.

XII.	PROPOSED TRANSACTIONS

There are no proposed transactions requiring disclosure under this section.

XIII.	CHANGES IN ACCOUNTINGPOLICIES INCLUDING INITIAL ADOPTION

IFRS 18, PRESENTATION AND DISCLOSURE IN FINANCIAL STATEMENTS

In April 2024, the IASB issued a new IFRS 18 “Presentation and Disclosure in Financial Statements” replacing IAS 1. The new guidance is expected to improve the usefulness of information presented and disclosed in the financial statements of companies. IFRS 18 introduces the following key changes:

·	IFRS<br> 18 introduces a defined structure for the statement of income (loss) composed of operating,<br> investing, financing categories with defined subtotals, such as operating earnings (loss),<br> earnings (loss) before financing and income taxes and net earnings (loss) for the year. The<br> new guidance also requires disclosure of expenses in the operating category by nature, function<br> or a mix of both on the face of the statement of income (loss).
·	Disclosures<br> on management defined performance measures (“MPMs”) - IFRS 18 requires companies<br> to disclose definitions of company-specific MPMs that are related to the statement of income<br> (loss) and provide reconciliations between the MPMs and the most similar specified subtotals<br> within the statement of income (loss) in a single note.
---	---
·	Aggregation<br> and disaggregation (impacting all primary financial statements and notes) - IFRS 18 sets<br> out enhanced guidance on the principles of how items should be aggregated based on shared<br> characteristics. The changes are expected to provide more detailed and useful information<br> to investors.
---	---

IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted.

We are currently assessing the impact of this new IFRS accounting standard on our consolidated financial statements.

Page 29

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
XIV.	CRITICAL ACCOUNTINGESTIMATES
---	---

In preparing the accompanying condensed interim consolidated financial statements, we have made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

We review estimates and their underlying assumptions on an ongoing basis. Revisions to estimates are recognized prospectively.

Judgements, estimates, and assumptions that we have made in applying accounting policies that have the most significant effects on the amounts recognized in the accompanying unaudited consolidated financial statements are presented in our audited financial statements for the year ended December 31, 2024.

In preparing the accompanying condensed interim consolidated financial statements, the significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements as at and for the year ended December 31, 2024.

However, our acquisition of the Musselwhite Mine in Q1 2025 required us to make additional judgements and estimates as follows.

SIGNIFICANT NEW ACCOUNTING JUDGEMENTS

BUSINESS COMBINATION ASSESSMENT

CLASSIFICATION OF THE GOLD PREPAY ARRANGEMENT:

In connection with the acquisition, the Company entered into a gold prepay arrangement whereby an upfront cash payment was received in exchange for the future delivery of gold ounces. We determined that this arrangement represented a contract liability (in other words, a deferred revenue) under IFRS 15, rather than a financial liability under IFRS 9, based on the contractual obligation to deliver physical gold.

COMPONENTIZATION OF THE CONVERTIBLE NOTES

The Company issued convertible notes as part of the financing for the acquisition. Based on our analysis of the terms of the convertible notes, we determined that the instrument should be separated into four components: (i) a host debt liability measured at amortized cost, (ii) a derivative liability for the investor’s conversion feature, (iii) a derivative asset for the Company’s redemption right, and (iv) warrants, which we classified as a financial liability. Judgement was required in identifying and classifying each component under IFRS 9 and IAS 32.

FUNCTIONAL CURRENCY

As a result of the financing components undertaken by the parent entity, we also applied judgement in considering and reassessing the functional currency of the parent entity.

KEY SOURCES OF ESTIMATION UNCERTAINTY

FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

The valuation of each of the components of the convertible notes, and of the gold prepay arrangement, involved complex models using unobservable (“Level 3”) inputs, including discount rates, share price volatility, expected lives, and estimated costs of capital, and credit spreads. These estimates could change significantly as market conditions change.

Page 30

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

REVENUE RECOGNITION OF THE GOLD PREPAY ARRANGEMENT

The timing and amount of revenue recognized from the gold prepay is based on estimated future delivery schedules, and discount rates used in the computation of the deferred revenue liability.

MINERAL RESERVES AND RESOURCES

REHABILITATION AND CLOSURE PROVISIONS

DEFERRED INCOME TAXES

XV.	FINANCIAL INSTRUMENTS

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk, and liquidity risk, through its use of financial instruments. The timeframe and the way we manage these risks varies based upon our assessment of these risks and available alternatives for mitigation.

We do not ordinarily acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support our operations.

As part of or during the Musselwhite acquisition, the Company issued a number of financial instruments. These are detailed in note 15 of the accompanying unaudited condensed interim consolidated financial statements.

XVI.	INTERNAL CONTROLOVER FINANCIAL REPORTING

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is recorded, processed, summarized, and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is accumulated and communicated to management, including the CEO and CFO, as appropriate, to permit timely decisions regarding required disclosure.

Management, including the CEO and CFO, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the United States Securities and Exchange Commission and the Canadian Securities Administrators, as at December 31, 2024. Based on this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as at December 31, 2024.

Page 31

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal controls over financial reporting, as this term is defined in National Instrument 52-109 “Certification of Disclosure in Issuers’ Annual and Interim Filings” in Canada and Rules 13a-15(f) and 15d-15(f) of the Exchange Act in the United States. The Company’s ICFR are designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with IFRS.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

An evaluation of the Company’s internal controls over financial reporting at December 31, 2024 was conducted based on the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Framework (2013). This evaluation concluded that the Company’s internal control over financial reporting was effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this MD&A, other than the acquisition of Musselwhite Mine, no changes occurred in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have substantially completed our scoping and risk assessments at Musselwhite Mine. We have begun to commence our review of control design and we plan to integrate the results of our reviews into our internal controls at Musselwhite Mine over the coming months. We expect to incorporate Musselwhite Mine in the evaluation of internal controls over financial reporting beginning in the first quarter of 2026.

LIMITATIONS ON CONTROLS AND PROCEDURES

Management, including the CEO and CFO, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected.

These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also 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.

Page 32

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated
XVII.	CAUTIONARY NOTES
---	---

CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

This MD&A has been prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ from the previous and current standards of the United States securities laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources”, “Indicated mineral resources”, “measured mineral resources”, and “mineral resources” used or referenced in this MD&A are Canadian mineral disclosure terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on mineral reserves and mineral resources adopted by the CIM Council on May 10, 2014 (the “CIM Standards”).

For United States reporting purposes, the United States Securities and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules (the “SEC Modernization Rules”) to modernize the mining property disclosure requirements for issuers whose securities are registered with the SEC under the Securities Exchange Act of 1934, as amended. The SEC Modernization Rules more closely align the SEC’s disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards, including NI 43-101, and replace the historical property disclosure requirements for mining registrants that were included in Industry Guide 7 under the Securities Act of 1933, as amended (the “Securities Act”). As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multijurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and provides disclosure under NI 43-101 and the CIM Standards. Accordingly, mineral reserve and mineral resource information contained in this MD&A may not be comparable to similar information disclosed by United States companies.

As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM Standards that are required under NI 43-101. While the above terms are “substantially similar” to CIM Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Standards. There is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules. Accordingly, information contained in this MD&A may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively referred to herein as “forward-looking information” or “forward-looking statements”). Forward-looking statements are included to provide information about management’s current expectations and plans that allows investors and others to get a better understanding of the Company’s operating environment, the business operations and financial performance and condition. Forward-looking information is provided as of the date of such documents only and the Company does not intend, and does not assume any obligation, to update this forward-looking information, except as required by law.

Forward-looking statements include, but are not limited to, statements regarding: the impact of the pit wall event on the Company’s operations; the Company’s estimates of material to be removed from the north wall of the pit, including the strip ratio, expected grade, the stacking of such material on the heap leach over the coming months, tonnage, and the extent of the pushback; the Company’s revised 2025 guidance, including production and AISC; proposed exploration plans and the expected results, cost, and timing thereof; statements based on exploration and metallurgical results; timelines for receipt of any required agreements, approvals, or permits, including the MIA at Camino Rojo and the timing of permitting, construction, and production at South Railroad; mineral resource updates; statements regarding the Company’s review of potential criminal activity involving Camino Rojo; and the Company’s objectives and strategies. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved (or the negative of any of these terms and similar expressions)) are not statements of fact and may be forward-looking statements.

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ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the impact of the pit wall event on the Company’s operations at Camino Rojo; future price of gold and silver; anticipated costs and the Company’s ability to fund its programs; the Company’s ability to carry on exploration, development, and mining activities; tonnage of ore to be mined and processed; ore grades and recoveries; decommissioning and reclamation estimates; currency exchange rates remaining as estimated; prices for energy inputs, labour, materials, supplies and services remaining as estimated; the Company’s ability to secure and to meet obligations under property agreements, including the Layback Agreement; that all conditions of the Company’s Credit Facility will be met; the timing and results of drilling programs; mineral reserve and mineral resource estimates and the assumptions on which they are based; the discovery of mineral resources and mineral reserves on the Company’s mineral properties; that political and legal developments will be consistent with current expectations; the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction, and operation of projects; the timing of cash flows; the costs of operating and exploration expenditures; the Company’s ability to operate in a safe, efficient, and effective manner; the Company’s ability to successfully integrate the Musselwhite Mine; the Company’s ability to obtain financing as and when required and on reasonable terms; that the Company’s activities will be in accordance with the Company’s public statements and stated goals; and that there will be no material adverse change or disruptions affecting the Company or its properties.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: uncertainty and variations in the estimation of mineral resources and mineral reserves; risks related to the Company’s indebtedness and gold prepayment; risks related to exploration, development, and operation activities, including the Company’s ability to remediate the impact of the pit wall event at Camino Rojo; foreign country and political risks, including risks relating to foreign operations; tailings risks; reclamation costs; delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; environmental and other regulatory requirements; loss of, delays in, or failure to get access from surface rights owners; uncertainties related to title to mineral properties; water rights; risks related to natural disasters, terrorist acts, health crises, and other disruptions and dislocations; financing risks and access to additional capital; risks related to guidance estimates and uncertainties inherent in the preparation of feasibility studies; uncertainty in estimates of production, capital, and operating costs and potential production and cost overruns; the fluctuating price of gold and silver; risks related to the Cerro Quema Project; unknown labilities in connection with acquisitions; global financial conditions; uninsured risks; climate change risks; competition from other companies and individuals; conflicts of interest; risks related to compliance with anti-corruption laws; volatility in the market price of the Company's securities; assessments by taxation authorities in multiple jurisdictions; foreign currency fluctuations; the Company’s limited operating history; litigation risks; the Company’s ability to identify, complete, and successfully integrate acquisitions; intervention by non-governmental organizations; outside contractor risks; risks related to historical data; the Company not having paid a dividend; risks related to the Company’s foreign subsidiaries; risks related to the Company’s accounting policies and internal controls; the Company’s ability to satisfy the requirements of Sarbanes–Oxley Act of 2002; enforcement of civil liabilities; the Company’s status as a passive foreign investment company (PFIC) for U.S. federal income tax purposes; information and cyber security; the Company’s significant shareholders; gold industry concentration; shareholder activism; and other risks associated with executing the Company’s objectives and strategies.

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ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risk Factors” below, and in the section entitled “Risk Factors” in the Annual Information Form, for additional risk factors that could cause results to differ materially from forward-looking statements.

Investors are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date of this MD&A only and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the Company’s filings with Canadian securities regulatory agencies, which can be viewed online under the Company’s profile on SEDAR+ at www.sedarplus.ca and the Company’s documents filed with, or furnished to, the SEC, which are available through EDGAR at www.sec.gov.

XVIII.	RISKS AND UNCERTAINTIES

For more extensive discussion on risks anduncertainties, refer to the Annual Information Form for additional information regarding these risks and other risks and uncertaintiesin respect of the Company's business and share price.

The risks described below are not the onlyrisks and uncertainties that the Company faces. Although the Company has done its best to identify the risks to its business, there isno assurance that it has captured every material or potentially material risk and the risks identified below may become more materialto the Company in the future or could diminish in importance. Additional existing risks and uncertainties not presently identified bythe Company, risks that the Company currently does not consider to be material, and risks arising in the future could cause actual eventsto differ materially from those described in the Company's forward-looking information, which could materially affect the Company's business,results of operations, financial condition, and Company’s share price.

ESTIMATES OF MINERAL RESOURCES AND MINERAL RESERVES AND PRODUCTION RISKS

The figures for mineral reserves and mineral resources contained in the Company’s public disclosure record are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized, or that mineral reserves or mineral resources will be mined or processed profitably. The Company cannot give any assurance that such estimates will be achieved. Failure to achieve such estimates could have an adverse impact on the Company’s future cash flows, profitability, results of operations, and financial condition.

Page 35

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

Until a deposit is actually mined and processed, the quantity of metal and grades must be considered as estimates only. Actual mineral reserves or mineral resources may not conform to geological, metallurgical, or other expectations, and the volume and grade of ore recovered may differ from estimated levels. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. It is inherently impossible to have full knowledge of particular geological structures, faults, voids, intrusions, natural variations in and within rock types and other occurrences. Failure to identify such occurrences in the Company’s assessment of mineral reserves and mineral resources may have a material adverse effect on the Company’s future cash flows, results of operations, and financial condition.

INDEBTEDNESS AND GOLD PREPAY

As of the date of this MD&A, the Company had indebtedness and delivery obligations under a gold prepayment facility as discussed above in section IX Liquidity. This indebtedness and the gold prepay obligations will impact the portion of the Company’s cash flow available for other business opportunities by (i) reducing the available cash flow, and (ii) allocating a significant portion of the remaining cash flow to service principal and interest payments. The Company’s ability to meet these obligations will depends on its future performance, which is subject to a variety of risks, including economic, financial, competitive, and other factors beyond its control. The Company may not generate cash flow from operations in the future sufficient to service debt and make necessary capital expenditures or produce sufficient gold ounces to meet its obligations under the gold prepayment. If the Company is unable to generate such cash flow or meet its gold delivery obligations, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company’s ability to refinance its indebtedness or the gold prepayment will depend on the capital markets and its financial condition at such time. The Company may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default. The terms of the documents required to consummate such indebtedness and gold prepayment require the Company to satisfy various affirmative and negative covenants and financial ratios. These covenants and ratios limit, among other things, the Company’s ability to incur further indebtedness, create certain liens on assets, engage in certain types of transactions, or pay dividends. The Company can provide no assurances that in the future, it will not be limited in its ability to respond to changes in its business or competitive activities or be restricted in its ability to engage in mergers, acquisitions, or dispositions or acquisitions of assets. Furthermore, a failure to comply with these covenants and ratios would likely result in an event of default under such agreements and may allow the lenders or providers to accelerate the Company’s obligations, which could materially and adversely affect the Company’s business, financial condition, and results of operations, as well as the market price of the Company’s securities.

EXPLORATION, DEVELOPMENT, AND PRODUCTION RISKS

The business of exploring for minerals, development, and mining involves a high degree of risk. The operations of the Company may be disrupted by a variety of risks and hazards normally encountered in the exploration, development, and production of precious metals, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, pit wall failures, flooding, and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life, and damage to tailings dams, property, and environmental damage, all of which may result in possible legal liability. The occurrence of any of these events could result in a prolonged interruption of the Company’s activities that would have a material adverse effect on its business, financial condition, results of operations, and prospects. Further, the Company may be subject to liability or sustain losses in relation to certain risks and hazards against which it cannot insure or for which it may elect not to insure. The occurrence of operational risks and/or a shortfall or lack of insurance coverage could have a material adverse impact on the Company’s results of operations and financial condition.

Page 36

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

On July 23, 2025, Camino Rojo experienced an uncontrolled material movement on the temporary north wall within the open pit. Ramp access to the pit remained unaffected but open pit mining operations were temporarily suspended while the Company undertook a geotechnical assessment to support a safe action plan and restart of in-pit mining activities. As a result of the pit wall event, the Company revised its 2025 guidance. See section III – Discussion of Operations – Camino Rojo Operational Update for additional information.

The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience, and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Even when mineralization is discovered, it may take several years until production is possible, during which time the economic feasibility of production may change. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes, and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Company will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices that are highly cyclical, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital. There is no certainty that the expenditures made towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore. Development projects have no operating history upon which to base estimates of future capital and operating costs. For development projects, mineral resource estimates and estimates of operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility and pre-feasibility studies, which derive estimates of capital and operating costs based upon anticipated tonnage and grades of ore to be mined and processed, ground conditions, the configuration of the ore body, expected recovery rates of minerals from ore, estimated operating costs, and other factors. As a result, actual production, cash operating costs, and economic returns could differ significantly from those estimated. It is not unusual for new mining operations to experience problems during the start-up phase, and delays in the commencement of production can often occur.

FOREIGN COUNTRY AND POLITICAL RISK

Certain of the Company’s mineral properties are located in Mexico and the United States. The Company is subject to certain risks as a result of conducting foreign operations, including, but not limited to: currency fluctuations; possible political or economic instability that may result in the impairment or loss of mineral titles or other mineral rights; opposition from environmental or other non-governmental organizations; government regulations relating to the mining industry; renegotiation, cancellation, or forced modification of existing contracts; expropriation or nationalization of property; changes in laws or policies or increasing legal and regulatory requirements including those relating to taxation, royalties, imports, exports, duties, currency, or other claims by government entities, including retroactive claims and/or changes in the administration of laws, policies, and practices; uncertain political and economic environments; war, terrorism, narco-terrorist actions or activities, sabotage, and civil disturbances; delays in obtaining or the inability to obtain or maintain necessary governmental or similar permits or to operate in accordance with such permits or regulatory requirements; currency fluctuations; import and export regulations, including restrictions on the export of gold or other minerals; limitations on the repatriation of earnings; and increased financing costs. Any changes in regulations or shifts in political attitudes are beyond the control of the Company and may adversely affect its business.

Page 37

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

A significant portion of the Company’s operations are currently conducted in Mexico. Violence in Mexico is well documented and has, over time, been increasing. Conflicts between the drug cartels and violent confrontations with authorities are not uncommon. Other criminal activity, such as kidnapping and extortion, is also an ongoing concern. Many incidents of crime and violence go unreported, and efforts by police and other authorities to reduce criminal activity are challenged by a lack of resources, corruption and the pervasiveness of organized crime. Incidents of criminal activity can affect communities in the vicinity of the Company’s operations. Such incidents may prevent access to the Company’s mines or offices; halt or delay operations and production; result in harm to employees, contractors, visitors, or community members; increase employee absenteeism; create or increase tension in nearby communities; or otherwise adversely affect the Company’s ability to conduct business. Additionally, the Company’s security measures employed in response to criminal activities may give rise to further risks if not carried out consistently with international standards relating to the use of force and respect for human rights. The Company can provide no assurance that criminal activities and related security incidents, in the future, will not have a material adverse effect on its operations.

In addition, on February 20, 2025, the U.S. State Department designated certain criminal organizations as Foreign Terrorist Organizations (FTOs) and Specially Designated Global Terrorists (SDGTs) under applicable US anti-terrorism laws. On the same day, the Government of Canada designated a similar list of organizations as terrorist groups under Canadian criminal law. These designations included a number of cartels operating in Mexico and more specifically in the vicinity of the Company’s operations. The designations, which make it unlawful to provide material support or resources to the designated entities, further expose companies that transact with the designated entities to severe criminal, civil and regulatory consequences. Due to the pervasive presence of these criminal organizations in Mexico – as well as such groups’ use of threats of extortion, violence, or kidnapping – the Company’s policies, internal controls, security, and training may not be sufficient to address the risk of such organizations infiltrating the Company’s operations or third-party organizations, suppliers, vendors or other service providers. Failure to comply with U.S., Canadian or other similar foreign legislation could expose the Company and/or its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses, and reputational damage, all of which could materially and adversely affect the Company’s business, financial condition, and results of operations. Likewise, any investigation of any potential violations by Canadian, U.S., or foreign authorities could also have an adverse impact on the Company’s business, financial condition, and results of operations. As a result, the Company faces a significant risk of liability from its operations in Mexico given the pervasive presence of the cartels in the region in which it operates.

As part of addressing labor practices at the Company’s Camino Rojo mine in Mexico, the Company is reviewing potential criminal activity at the mine and has voluntarily notified the Office of the Attorney General in Mexico, the Royal Canadian Mounted Police in Canada and the Department of Justice in the United States and is cooperating with these authorities. For additional information, see section III – Discussion of Operations –A. Camino Rojo, Mexico –Regulatory Matters.

The introduction of new tax laws, regulations, or rules, or changes to, or differing interpretation of, or application of, existing tax laws, regulations, or rules in any of the countries in which the Company currently conducts business or in the future may conduct business, could result in an increase in taxes, or other governmental charges, duties, or impositions. No assurance can be given that new tax laws, rules, or regulations will not be enacted or that existing tax laws will not be changed, interpreted, or applied in a manner that could result in the Company being subject to additional taxation or that could otherwise have a material adverse effect on the Company.

Page 38

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

New rules and regulations, or amendments to current laws and regulations governing the operations and activities of the Company or more stringent implementation thereof could have a material adverse effect on the Company’s business, financial condition, and results of operations.

The Company does not carry political risk insurance.

PERMITS AND LICENSES

The Company’s operations in each of the jurisdictions in which it operates are subject to receiving and maintaining permits (including environmental permits) from appropriate governmental authorities. Furthermore, prior to any development on any of its properties, the Company must receive permits from appropriate governmental authorities. The Company can provide no assurance that necessary permits will be obtained, that previously issued permits will not be suspended for a variety of reasons, including through government or court action, or that delays will not occur in connection with obtaining all necessary permits, renewals of permits for existing operations, or additional permits for any possible future changes to operations, or additional permits associated with new legislation. In addition, the timing of permits is uncertain and processing times may be negatively affected by unforeseen circumstances. The Company can provide no assurance that it will continue to hold or obtain, if required to, all permits necessary to develop or continue operating at any particular site, which would materially adversely affect its operations.

At Camino Rojo, the Company has experienced permitting delays and denials by the Mexican federal environmental authority, SEMARNAT, in connection with the amendments to the MIA required for the mine as set forth in the current technical report for the property. Protracted delays in obtaining the amendments to the MIA may require the Company to revise mine plans or curtail expected production, which could materially adversely affect Camino Rojo’s operations.

GOVERNMENT REGULATION

The exploration, development, and mining activities of the Company are subject to various federal, provincial/state, and local laws governing prospecting, development, taxes, labour standards, toxic substances, and other matters. Exploration, development, and mining activities are also subject to various federal, provincial/state, and local laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of air and water quality standards, and land reclamation. These laws also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. New rules and regulations, or amendments to current laws and regulations or more stringent implementation thereof could have a material adverse effect on the Company’s business, financial condition, and results of operations.

ENVIRONMENTAL RISKS AND HAZARDS

All phases of the Company’s mineral exploration, development, and mining operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. There is no assurance that new regulations, laws, and permits, or future changes in environmental regulations, laws, and permits, or more stringent implementation thereof will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties. The Company may become liable for such environmental hazards caused by previous owners and operators of the properties even where it has attempted to contractually limit its liability.

Government approvals and permits are currently, and may in the future be, required in connection with the Company’s operations. To the extent such approvals are required and not obtained; the Company may be curtailed or prohibited from proceeding with planned exploration, development, or mining of mineral properties.

Page 39

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

SURFACE RIGHTS

There are four ejido communities in the vicinity of the main area of drilling at the Camino Rojo Project and other ejido lands cover most of the rest of the property. The lands that are used by the Company for the open pit mine and heap leach facility are subject to an expropriation agreement between the Company and the Ejido San Tiburcio. Currently, the Company has the legal possession of such lands until 2043. For exploration activities, the Company enters into temporary occupation agreements with the ejido communities, which allow the Company to use the surface of the lands for its mining activities for a set period of time. In Mexico, mining rights that are covered under a concession do not include direct ownership or possession rights over the surface, or surface access, and at any particular time the Company may be involved in negotiations with various ejido communities to enter into new temporary occupation agreements or other surface access agreements or amend existing agreements. Failure to reach new agreements or disputes regarding existing agreements may cause, blockades, suspension of operations, delays to projects, and, on occasion, may lead to legal disputes. Any such failure to reach new agreements or disputes regarding existing agreements may have a material adverse effect on the Company’s business.

Access to the Company’s South Railroad Project and certain mineral properties at the project are or will be governed by surface use agreements or other forms of access rights or agreements such as easements and rights-of-way. Failure to meet or otherwise satisfy required contractual obligations and make payments with respect to such agreements and rights or to otherwise obtain such agreements or rights may result in loss of access to the project or to certain mineral properties.

TITLE MATTERS

The acquisition of title to mineral tenures in Mexico, the United States and Canada is a detailed and time-consuming process. The Company cannot guarantee title to its mineral tenures and can provide no assurances that there are no title defects affecting its properties. Other parties may dispute title to any of the Company’s mineral properties and any of the Company’s properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected encumbrances or defects or governmental actions. Title to the Company’s properties may also be affected by undisclosed and undetected defects. If any claim or challenge is made regarding title, the Company may be subject to monetary claims or be unable to develop properties as permitted or to enforce its rights with respect to its properties.

The Musselwhite Mine claims, tenures, leases, titles, and other real property may be subject to the rights or the asserted rights of various community stakeholders, including First Nations and other Indigenous peoples. The presence of community stakeholders may impact the Company’s ability to develop or operate the Musselwhite Mine or to engage in other related activities. Accordingly, the Musselwhite Mine is subject to the risk that one or more groups may oppose the continued operation, further development, or new development or exploration of the Musselwhite Mine. Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company’s activities at the Musselwhite Mine.

Page 40

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

OUR ACTIVITIES MAY BE ADVERSELY AFFECTED BY NATURAL DISASTERS, TERRORIST ACTS, HEALTH CRISES AND OTHER DISRUPTIONS AND DISLOCATIONS, WHETHER THOSE EFFECTS ARE LOCAL, NATIONWIDE, OR GLOBAL

Upon the occurrence of a natural disaster, pandemic, or upon an incident of war, riot, or civil unrest, the impacted country, and the overall global economy, may not efficiently and quickly recover from such an event, which could have a material adverse effect on the Company. Terrorist attacks, public health crises including epidemics, pandemics, outbreaks of new infectious diseases or viruses, and related events can result in volatility and disruption to global supply chains, operations, mobility of people, patterns of consumption and service, and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations, and other factors relevant to the Company.

COMMODITY PRICES

The profitability of mining operations is significantly affected by changes in the market price of gold and other minerals. The level of interest rates, the rate of inflation, world supply of these minerals and stability of exchange rates can all cause significant fluctuations in metal prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The price of gold and other minerals has fluctuated widely in recent years, and future serious price declines could cause commercial production to be impracticable.

UNKNOWN LIABILITIES IN CONNECTION WITH ACQUISITIONS

The Company has assumed certain liabilities and risks as part of its acquisitions, including Musselwhite. There may be liabilities or risks that the Company failed, or was unable, to discover in the course of performing due diligence investigations in connection with such acquisitions or for which the Company was not indemnified. Any such liabilities, individually or in the aggregate, could have a material adverse effect on the Company’s financial position and results of operations.

GLOBAL FINANCIAL CONDITIONS

Global financial and political instability, including ongoing hostilities in Ukraine, sanctions on Russia and Belarus, trade tariffs, credit risk, and high market volatility, continue to drive uncertainty and commodity price fluctuations. These external factors may impact demand for metals like gold and silver, credit availability, investor confidence, inflation, energy costs, tax rates, employment, interest rates, and overall financial market liquidity, all of which could adversely affect the Company’s operations and business conditions. These factors may also impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Company. Increased levels of volatility and market turmoil can adversely impact the Company’s operations and the price of the Common Shares could be adversely affected.

In particular, the imposition of protectionist or retaliatory trade tariffs by countries may impact our ability to import materials needed to conduct our operations, construct our projects, or to export our products at prices that are economically feasible. On February 1, 2025, the President of the United States signed an executive order which introduced tariffs on imports from countries, including Canada and Mexico. In response, a number of foreign governments announced retaliatory tariffs on imports from the United States. Subsequently, certain of these tariffs have been delayed, lifted, adjusted, or reimposed, creating substantial uncertainty as to whether tariffs will be applied and, if so, the rates that will apply.

The Company believes its revenues will be largely unaffected by the tariffs as it has flexibility where its gold production is refined. The Company is reviewing its exposure to the potential tariffs and is considering alternatives to inputs sourced from suppliers that may be subject to tariffs. Labour, contractors, and energy are locally sourced and are not expected to be directly affected. The Company continues to monitor developments and will take steps to limit the impact of such tariffs as appropriate.

Page 41

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2025	United States dollars unless otherwise stated

UNINSURED RISKS

The Company carries insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured against include environmental pollution or other hazards against which such corporations cannot insure or against which they may elect not to insure.

ACQUISITIONS AND INTEGRATION

From time to time, the Company examines opportunities to acquire additional mining assets and businesses. Any acquisition that the Company may choose to complete may be of a significant size, may change the scale of the Company’s business and operations, and may expose the Company to new geographic, political, operating, financial, and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of the Company.

LITIGATION RISK

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation and dispute resolution process, the litigation process could take away from management time and efforts and the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s financial position, results of operations, or the Company’s property development or operations.

CONFLICTS OF INTEREST

Certain directors of the Company also serve as directors and/or officers of other companies involved in natural resource exploration and development. Consequently, there exists the possibility for such directors to be in a position of conflict. Any decision made by such directors involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. In addition, such directors will declare, and refrain from voting on, any matter in which such directors may have a conflict of interest.

COMPLIANCE WITH ANTI-CORRUPTION LAWS

The Company is subject to various anti-corruption laws and regulations including, but not limited to, the Canadian Corruption of Foreign Public Officials Act, the US ForeignCorrupt Practices Act, and similar laws in any country in which the Company conducts business. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents.

The Company’s Camino Rojo Project is located in Mexico and the Cerro Quema Project is located in Panama, both of which countries which are perceived as having fairly high levels of corruption. Orla cannot predict the nature, scope, or effect of future anti-corruption regulatory requirements to which the Company’s operations might be subject or the manner in which existing laws might be administered or interpreted.

Failure to comply with the applicable legislation and other similar foreign laws could expose the Company and/or its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses, and reputational damage, all of which could materially and adversely affect the Company’s business, financial condition, and results of operations. Likewise, any investigation of any potential violations of the applicable anti-corruption legislation by Canadian, American, or foreign authorities could also have an adverse impact on the Company’s business, financial condition, and results of operations.

As a consequence of these legal and regulatory requirements, the Company has instituted policies with regard to anti-corruption and anti-bribery, as well as business ethics, which have been designed to ensure that Orla and its employees comply with applicable anti-corruption laws and regulations. However, there can be no assurance or guarantee that such efforts have been and will be completely effective in ensuring the Company’s compliance, and the compliance of its employees, consultants, contractors, and other agents, with all applicable anti-corruption laws and regulations.

Page 42

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jason Simpson, Chief Executive Officer of OrlaMining Ltd, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br>Orla Mining Ltd. (the “issuer”) for the interim period ended June 30, 2025.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not<br>misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
---	---
4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure<br>controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are<br>defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer<br>and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings<br>are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s<br>ICFR is "Internal Control – Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the<br>Treadway Commission ("COSO").
---	---
5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A foreach material weakness<br>relating to design existing at the end of the interim period,
---	---
(a)	a description of the material weakness;
---	---
(b)	the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
---	---
(c)	the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.
---	---
5.3	Limitation on scope of design: N/A
---	---
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred<br>during the period beginning on April 1, 2025, and ended on June 30, 2025, that has materially affected, or is reasonably likely<br>to materially affect, the issuer’s ICFR.
---	---

Date:      August 11, 2025

/s/ Jason Simpson
Jason Simpson
Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Etienne Morin, Chief Financial Officer of OrlaMining Ltd, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br>Orla Mining Ltd. (the “issuer”) for the interim period ended June 30, 2025.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not<br>misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
---	---
4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure<br>controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are<br>defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer<br>and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings<br>are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s<br>ICFR is "Internal Control – Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the<br>Treadway Commission ("COSO").
---	---
5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A foreach material weakness<br>relating to design existing at the end of the interim period,
---	---
(a)	a description of the material weakness;
---	---
(b)	the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
---	---
(c)	the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.
---	---
5.3	Limitation on scope of design: N/A
---	---
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred<br>during the period beginning on April 1, 2025, and ended on June 30, 2025, that has materially affected, or is reasonably likely<br>to materially affect, the issuer’s ICFR.
---	---

Date:     August 11, 2025

/s/ Etienne Morin
Etienne Morin
Chief Financial Officer