6-K
Orla Mining Ltd. (ORLA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
Report ofForeign Private Issuer
Pursuantto Rule 13****a-16 or 15d-16
UNDER theSecurities Exchange Act of 1934
For the month of June, 2025
Commission File Number: 001-39766

ORLA MINING LTD.
(Translation of registrant's name into English)
1010-1075West Georgia Street
Vancouver,BC
V6E3C9
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ORLA MINING LTD.. | |
|---|---|
| Date: June 24, 2025 | /s/ Etienne Morin |
| Name: Etienne Morin<br><br> <br>Title: Chief Financial Officer<br><br> <br><br> <br><br><br><br> <br><br><br> <br>**** |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated June 24, 2025 |
| 99.2 | Report on Voting Results |
Exhibit 99.1
| News Release |
|---|
Orla Mining Reports Voting Results of Annual Shareholder Meeting
VANCOUVER, BC, June 24, 2025 /CNW/ - Orla MiningLtd. (TSX: OLA) (NYSE: ORLA) ("Orla" or the "Company") is pleased to report the voting results for the election of its Board of Directors, which took place at the Company's Annual General and Special Meeting of Shareholders ("AGM") held today. All nominees, as set forth in the Company's Management Information Circular dated May 9, 2025, were elected as directors of Orla at the AGM. Detailed results of the votes are set out below:
| Nominee | Votes For | % For | Votes Against | % Against |
|---|---|---|---|---|
| Charles Jeannes | 243,543,631 | 98.99 % | 2,479,333 | 1.01 % |
| Jason Simpson | 245,973,923 | 99.98 % | 49,041 | 0.02 % |
| Jean Robitaille | 235,151,627 | 95.58 % | 10,871,336 | 4.42 % |
| David Stephens | 241,980,297 | 98.36 % | 4,042,666 | 1.64 % |
| Elizabeth McGregor | 245,492,088 | 99.78 % | 530,877 | 0.22 % |
| Tamara Brown | 245,490,311 | 99.78 % | 532,653 | 0.22 % |
| Ana Sofía Ríos | 245,794,840 | 99.91 % | 228,123 | 0.09 % |
| Rob Krcmarov | 245,950,408 | 99.97 % | 72,556 | 0.03 % |
| Scott Langley | 245,347,262 | 99.73 % | 675,703 | 0.27 % |
Tim Haldane did not stand for re-election at the AGM and has retired from the Company's Board of Directors. The Company extends its sincere thanks for his many years of dedicated service and leadership.
"I want to extend my deepest thanks to TimHaldane, who has retired from the Board of Directors after seven years of dedicated service. Tim has been a trusted advisor and steadyhand throughout Orla's journey, particularly during the construction of the Camino Rojo mine, and helping to shape our evolution froma single-asset developer to a growing, multi-asset producer. On behalf of all of us at Orla, I want to express our sincere gratitude andwish Tim continued success in all of his future endeavors."
- Chuck Jeannes, Non-Executive Chairmanand Director
The shareholders also approved: (1) the appointment of Deloitte LLP as auditor of the Company for the ensuing year and authorizing the Board of Directors to fix the remuneration of the auditor; (2) a non-binding advisory resolution accepting the Company's approach to executive compensation, also known as "say-on-pay"; (3) certain amendments to the Company's stock option plan; and (4) certain amendments to the Company's restricted share unit plan. Results of the shareholder votes on these items are set forth below:
| Outcome of Vote | Votes For | % For | Against | % Against | Withheld | % Withheld | |
|---|---|---|---|---|---|---|---|
| Appointment of <br><br>Auditors | Carried | 253,058,160 | 99.97 % | - | - | 66,800 | 0.03 % |
| Non-Binding <br><br>Advisory Vote on <br><br>Executive <br><br>Compensation | Carried | 240,865,115 | 97.90 % | 5,157,848 | 2.10 % | - | - |
| Stock Option Plan <br><br>Amendments | Carried | 241,740,802 | 98.26 % | 4,282,163 | 1.74 % | - | - |
| Restricted Share <br><br>Unit Plan <br><br>Amendments | Carried | 242,808,720 | 98.69 % | 3,214,243 | 1.31 % | - | - |
The Company filed its Form 40-F for the year ended December 31, 2024 with the Securities and Exchange Commission and it is available under the Company's profile on EDGAR at www.sec.gov. The Company's 2024 Audited Financial Statements are available on the Company's website at https://www.orlamining.com/investors/financials-statements.
Shareholders may also receive a copy of these Company documents without charge upon request by e-mail at info@orlamining.com.
About Orla Mining Ltd.
Orla's corporate strategy is to acquire, develop, and operate mineral properties where the Company's expertise can substantially increase stakeholder value. The Company has three material projects, consisting of two operating mines and one development project, all 100% owned by the Company: (1) Camino Rojo, in Zacatecas State, Mexico, an operating gold and silver open-pit and heap leach mine. The property covers over 139,000 hectares which contains a large oxide and sulphide mineral resource, (2) Musselwhite Mine, in Northwestern Ontario, Canada, an underground gold mine that has been in operation for over 25 years and produced over 6 million ounces of gold, with a long history of resource growth and conversion, and (3) South Railroad, in Nevada, United States, a feasibility-stage, open pit, heap leach gold project located on the Carlin trend in Nevada. The technical reports for the Company's material projects are available on Orla's website at www.orlamining.com, and on SEDAR+ and EDGAR under the Company's profile at www.sedarplus.ca and www.sec.gov, respectively.
www.orlamining.com
info@orlamining.com
SOURCE Orla Mining Ltd.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2025/24/c9533.html
%CIK: 0001680056
For further information: For further information, please contact: Jason Simpson, President & Chief Executive Officer, Andrew Bradbury, Vice President, Investor Relations & Corporate Development
CO: Orla Mining Ltd.
CNW 17:00e 24-JUN-25
Exhibit 99.2
ORLA MINING LTD.
(the “Company”)
REPORT ON VOTING RESULTS
(Pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations)
The following is the Report on Voting Results for the Annual General and Special Meeting of Shareholders of the Company held on Tuesday, June 24, 2025 (the “Meeting”). All matters placed before the shareholders for consideration at the Meeting were approved.
| MATTER VOTED UPON | VOTING RESULTS | OUTCOME OF VOTE | |
|---|---|---|---|
| 1. Election of Directors: | FOR | AGAINST | |
| Charles Jeannes | 243,543,631 (98.99%) | 2,479,333 (1.01%) | Carried |
| Jason Simpson | 245,973,923 (99.98%) | 49,041<br><br> <br>(0.02%) | Carried |
| Jean Robitaille | 235,151,627 (95.58%) | 10,871,336 (4.42%) | Carried |
| David Stephens | 241,980,297 (98.36%) | 4,042,666 (1.64%) | Carried |
| Elizabeth McGregor | 245,492,088 (99.78%) | 530,877 (0.22%) | Carried |
| Tamara Brown | 245,490,311 (99.78%) | 532,653 (0.22%) | Carried |
| Ana Sofía Ríos | 245,794,840 (99.91%) | 228,123 (0.09%) | Carried |
| Rob Krcmarov | 245,950,408 (99.97%) | 72,556<br><br>(0.03%) | Carried |
| Scott Langley | 245,347,262 (99.73%) | 675,703 (0.27%) | Carried |
| FOR | WITHHELD | ||
| 2. Appointment of Auditors: Appointment of Deloitte LLP as Auditors of the Company for the ensuing year and authorizing the Board of Directors to fix their remuneration. | 253,058,160 (99.97%) | 66,800<br><br> <br>(0.03%) | Carried |
| FOR | AGAINST | ||
| 3. Say-on-Pay: A non-binding advisory resolution accepting the Company’s approach to executive compensation. | 240,865,115 (97.90%) | 5,157,848 (2.10%) | Carried |
| FOR | AGAINST | ||
| 4. Approval of Stock Option Plan Amendments: Approval of certain amendments to the Company’s Stock Option Plan. | 241,740,802 (98.26%) | 4,282,163 (1.74%) | Carried |
| FOR | AGAINST | ||
| 5. Approval of Restricted Share Unit Plan Amendments: Approval of certain amendments to the Company’s Restricted Share Unit Plan. | 242,808,720 (98.69%) | 3,214,243 (1.31%) | Carried |