6-K

Orla Mining Ltd. (ORLA)

6-K 2025-09-29 For: 2025-09-29
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Added on April 06, 2026


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