6-K

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 December, 2023

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.

EXHIBIT INDEX

Exhibit 99.1

FORM 51-102F3

MATERIALCHANGE REPORT

Orla Mining Ltd. (“Orla” or the “Company”)

1010 – 1075 West Georgia Street

Vancouver, BC, V6E 3C9

December 15, 2023

A news release announcing the material change was issued on December 18, 2023 via Canada Newswire and a copy was subsequently filed on SEDAR+.

On December 15, 2023, the Panamanian Ministry of Commerce and Industry (“MICI”) rejected the requests for extension for the three mining concessions comprising the Company’s Cerro Quema Project, declared the concessions cancelled and declared the area comprising the concessions to be a reserve area.

On December 15, 2023, MICI rejected the requests for extension for the three mining concessions comprising the Company’s Cerro Quema Project, declared the concessions cancelled and declared the area comprising the concessions to be a reserve area.

While the Company regrets this decision by the Panamanian Government, the Company will continue to monitor developments in Panama, which remain uncertain and quickly evolving. However, until the Company has greater certainty with respect to the mining concessions, as well as fiscal and legal stability in Panama, the Company will not consider additional spending towards the development of the Cerro Quema Project. The Company will explore all legal remedies available to protect historical investments and potentially unlock additional value for its stakeholders, including taking measures to protect its rights under international law.

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. The Company believes that the Cerro Quema Project could be an important social and economic contributor to the host communities. To date, the Company has invested over US$120 million in Panama and, if constructed, the Cerro Quema Project is expected to create employment and skills development opportunities, and contribute tax, royalty, and other fiscal benefits to the host communities and governments.

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. The Company continued to monitor the impact of Law 407 and other developments in Panama on the Cerro Quema Project. On December 15, 2023, Minera Cerro Quema, S.A., the Company’s subsidiary, received three resolutions from MICI. The resolutions rejected the request for extension for the concessions, declared the concessions canceled due to expiration 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.

Not applicable.

Not applicable.

Contact: Etienne Morin, Chief Financial Officer

Telephone: (604) 564-1852

DATED as of this 21^st^ day of December, 2023.

Forward-looking Statements

This materialchange report contains certain “forward-looking information” and “forward-looking statements” within the meaningof Canadian securities legislation and within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section21E of the United States Exchange Act of 1934, as amended, the United States Private Securities Litigation Reform Act of 1995, or in releasesmade by the United States Securities and Exchange Commission, all as may be amended from time to time, including statements regardingthe Company’s strategy in Panama and the expected benefits of the Cerro Quema Project. Forward-looking statements are statementsthat are not historical facts which address events, results, outcomes or developments that the Company expects to occur. Forward-lookingstatements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made andthey involve a number of risks and uncertainties. Certain material assumptions regarding such forward-looking statements were made, includingwithout limitation, assumptions regarding: the impact of political, legal and social developments in Panama; the future price of gold,silver, and copper; 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 reclamationestimates; the Company’s ability to secure and to meet obligations under property agreements, including the layback agreement withFresnillo plc; that all conditions of the Company’s credit facility will be met; the timing and results of drilling programs; mineralreserve and mineral resource estimates and the assumptions on which they are based; the discovery of mineral resources and mineral reserveson the Company’s mineral properties; that political and legal developments will be consistent with current expectations; the timelyreceipt 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 abilityto operate in a safe, efficient, and effective manner; the Company’s ability to obtain financing as and when required and on reasonableterms; the impact of the COVID-19 pandemic on the Company’s operations; that the Company’s activities will be in accordancewith the Company’s public statements and stated goals; and that there will be no material adverse change or disruptions affectingthe Company or its properties. Consequently, there can be no assurances that such statements will prove to be accurate and actual resultsand future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant knownand unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include,but are not limited to: uncertainty and variations in the estimation of mineral resources and mineral reserves; the Company’s dependenceon the Camino Rojo oxide mine; risks related to the Company’s indebtedness; risks related to exploration, development, and operationactivities; risks related to natural disasters, terrorist acts, health crises, and other disruptions and dislocations, including the COVID-19pandemic; foreign country and political risks, including risks relating to foreign operations and expropriation or nationalization ofmining operations and risks associated with operating in Mexico and Panama; concession risks at the Cerro Quema project; delays in obtainingor failure to obtain governmental permits, or non-compliance with permits; environmental and other regulatory requirements; delays inor failures to enter into a subsequent agreement with Fresnillo plc with respect to accessing certain additional portions of the mineralresource at the Camino Rojo project and to obtain the necessary regulatory approvals related thereto; the mineral resource estimationsfor the Camino Rojo project being only estimates and relying on certain assumptions; loss of, delays in, or failure to get access fromsurface rights owners; uncertainties related to title to mineral properties; water rights; financing risks and access to additional capital;risks related to guidance estimates and uncertainties inherent in the preparation of feasibility and pre-feasibility studies; uncertaintyin estimates of production, capital, and operating costs and potential production and cost overruns; the fluctuating price of gold, silver,and copper; unknown labilities in connection with acquisitions; global financial conditions; uninsured risks; climate change risks; competitionfrom other companies and individuals; conflicts of interest; risks related to compliance with anti-corruption laws; volatility in themarket 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 integrateacquisitions; intervention by non-governmental organizations; outside contractor risks; risks related to historical data; the Companynot having paid a dividend; risks related to the Company’s foreign subsidiaries; risks related to the Company’s accountingpolicies and internal controls; the Company’s ability to satisfy the requirements of Sarbanes-Oxley Act of 2002; enforcement ofcivil liabilities; the Company’s status as a passive foreign investment company for U.S. federal income tax purposes; informationand cyber security; gold industry concentration; shareholder activism; and risks associated with executing the Company’s objectivesand strategies; as well as those risk factors discussed in the Company's most recently filed management's discussion and analysis, aswell as its annual information form dated March 20, 2023, which are available on www.sedarplus.ca and www.sec.gov. Except as requiredby the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-lookingstatements if management’s beliefs, estimates or opinions, or other factors, should change.