6-K
Orla Mining Ltd. (ORLA)
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 September 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): ¨
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: September 29, 2025 | /s/ Etienne Morin | |
| Name: | Etienne Morin | |
| Title: | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Material Change Report |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company |
|---|
Orla Mining Ltd. (“Orla” or the “Company”)
Suite 1010, 1075 West Georgia Street
Vancouver, BC
V6E 3C9
| 2. | Date of Material Change |
|---|
September 23, 2025
| 3. | News Release |
|---|
A news release with respect to the material change referred to in this report was disseminated through various approved public media and filed on SEDAR+ on September 23, 2025.
| 4. | Summary of Material Change |
|---|
On September 23, 2025, Scott Langley resigned from Orla’s Board of Directors (the “Board”) with immediate effect.
| 5. | Full Description of Material Change |
|---|---|
| 5.1 | Full Description of Material Change |
| --- | --- |
On September 23, 2025, Scott Langley resigned from the Board with immediate effect. Mr. Langley was Newmont Corporation’s (“Newmont”) nominee to the Board in accordance with its investor rights agreement with the Company, which has now terminated following Newmont’s recent disposition of its common shares of the Company. The Board does not intend on making any further changes to the composition of the Board at this time.
| 5.2 | Disclosure for Restructuring Transactions |
|---|
Not applicable.
| 6. | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
|---|
Not applicable.
| 7. | Omitted Information |
|---|
Not applicable.
| 8. | Executive Officer |
|---|
The name of the executive officer of the Company who is knowledgeable about the material change and this report is:
Jason Simpson
President and Chief Executive Officer
Tel: 604-564-1852
| 9. | Date of Report |
|---|
September 29, 2025