40-F
Orla Mining Ltd. (ORLA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 40-F
☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31 , 2025
Commission File Number: 001-39766
ORLA MINING LTD.
(Exact name of Registrant as specified in its charter)
| Canada | | 1040 | | N/A |
|---|---|---|---|---|
| (Province or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
Suite 2020, 666 Burrard Street Vancouver , British Columbia , V6C 2X8 , Canada
( 604 ) 564-1852
(Address and telephone number of Registrant’s principal executive offices)
C T Corporation System 28 Liberty Street
New York , New York **** 10005 ( 212 ) 894-8940
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
|---|---|---|---|---|
| Common Shares, no par value | | ORLA | | NYSE American |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form: Annual information form Audited annual financial statements:
| ☒ Annual information form | ☒ Audited annual financial statements |
|---|
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 340,136,534
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
YES
☐ NO Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
YES
☐ NO Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
Orla Mining Ltd. (the “Company”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system (“MJDS”) of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, or the portions thereof indicated below, that are filed as exhibits to this Annual Report, are each hereby incorporated herein by reference:
Annual Information Form
The Company’s Annual Information Form (“AIF”) is filed as Exhibit 99.1 to this Annual Report on Form 40-F (the “Annual Report”).
Management’s Discussion and Analysis
The Company’s management’s discussion and analysis for the year ended December 31, 2025 (“MD&A”) is filed as Exhibit 99.2 to this Annual Report.
Audited Annual Financial Statements
The Company’s audited annual consolidated financial statements as at and for the years ended December 31, 2025 and 2024 (the “Audited Financial Statements”) are filed as Exhibit 99.3 to this Annual Report.
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange Act, the Private Securities Litigation Reform Act of 1995 or in rules and releases made by the United States Securities and Exchange Commission (“SEC”), all as may be amended from time to time, as well as Canadian securities legislation and all other applicable securities legislation (referred to herein as “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 statements include, but are not limited to, statements regarding: statements regarding: the estimation of Mineral Resources and Mineral Reserves (as defined in the AIF); projected production rates, all-in sustaining costs (“AISC”), cash costs, sustaining and operating costs, mine production plans, and projected mining and process recovery rates; proposed exploration plans and expected results, costs, and timing thereof; preliminary economic assessments and feasibility studies and the economic results thereof, including future production, processing, recoveries, revenues, net present value, internal rate of return, costs, payback period, cash flows, dilution assumptions, the concentrate market, sensitivities, expenses, and other similar information; timeline for receipt of any required agreements, approvals, or permits; closure costs and requirements; the timing of permitting, construction and production of the South Railroad Project; Orla’s ability to obtain required mine licences, mine permits, required agreements with third parties, and regulatory approvals required in connection with exploration plans and future mining operations; community and ejido relations; the expected price of gold and silver; currency exchange rates; the Company’s dividend policy and payment of future dividends; mine life extension; Mineral Resource and Mineral Reserve growth and updates; the Company’s expectations regarding liquidity, financial flexibility, and the ability to fund operations and planned expenditures; the Company’s sustainability strategy and its short-term and long-term sustainability goals, and the timing thereof; and the Company’s other 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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Forward-looking statements are 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 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 (as defined in the AIF); that all conditions of the Credit Facility (as defined in the AIF) 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 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 prepay; risks related to exploration, development, and operation activities; 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; tailings risks; reclamation costs; 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 and preliminary economic assessments; 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; 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; 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 the 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; gold industry concentration; shareholder activism; and other risks associated with executing the Company’s objectives and strategies.
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” in the AIF and the MD&A 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 in this Annual Report and the documents incorporated by reference herein are made as of the date of such documents 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 subsequent filings, which can be viewed online under the Company’s profile on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca or the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) at www.sec.gov.
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DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING REQUIREMENTS
The Company is permitted, under the MJDS adopted by the United States, to prepare this Annual Report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company is also subject to SEC and Public Company Accounting Oversight Board (United States) (“PCAOB”) independence standards, as well as certain U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB.
The Company prepares its financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. In addition, the Company is not required to prepare a reconciliation of its financial statements between IFRS and U.S. generally accepted accounting principles, and has not quantified such differences, which may be significant.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Annual Report on Form 40-F are in United States dollars. The exchange rate of United States dollars into Canadian dollars, on December 31, 2025 based upon the daily average exchange rate as published by the Bank of Canada, was U.S.$1.00=CDN$1.3706. The exchange rate of United States dollars into Canadian dollars, on March 18, 2026 based upon the daily average exchange rate as published by the Bank of Canada, was U.S.$1.00=CDN$1.3706.
CAUTIONARY NOTE REGARDING MINERAL RESOURCE AND RESERVE ESTIMATES
This Annual Report and the documents incorporated by reference herein have been prepared in accordance with Canadian standards for the reporting of Mineral Resource and Mineral Reserve estimates, which differ in some material respects from the disclosure requirements of 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 Annual Report and the documents incorporated by reference herein are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards on Mineral Resources & Mineral Reserves adopted by the CIM Council on May 10, 2014 (the “CIM Definition Standards”). The definitions of these terms, and other mining terms and disclosures, differ from the definitions of such terms, if any, for purposes of the SEC’s disclosure rules for domestic United State issuers (the “SEC Rules”), including the requirements of the SEC in Regulation S-K Subpart 1300 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a foreign private issuer that is eligible to file reports with the SEC pursuant to the MJDS, the Company is not required to provide disclosure on its mineral properties under the SEC Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, Mineral Reserve and Mineral Resource information and other technical information contained or incorporated by reference herein or documents incorporated by reference may not be comparable to similar information disclosed by United States companies subject to the SEC’s reporting and disclosure requirements for domestic United States issuers.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Due to the uncertainty of Measured Mineral Resources, Indicated Mineral Resources or Inferred Mineral Resources, these Mineral Resources may never be upgraded to Proven Mineral Reserves and Probable Mineral Reserves. Investors are cautioned not to assume that any part of mineral deposits in these categories will ever be converted into reserves or recovered. In addition, United States investors are cautioned not to assume that any part or all of the Company’s Measured Mineral Resources, Indicated Mineral Resources or Inferred Mineral Resources constitute or will be converted into Mineral Reserves or are or will be economically or legally mineable.
DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING
Disclosure Controls and Procedures
At the end of the period covered by this Annual Report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Company’s reports filed under the Exchange Act was accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure. 3
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in National Instrument 52-109 in Canada and in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company’s management, including its CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, 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, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments 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 management override of the controls. 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; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
With the participation of the CEO and CFO, management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2025, following the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that, as of December 31, 2025, the Company’s internal controls over financial reporting were effective.
As permitted by applicable SEC guidance for acquired businesses, management excluded Musselwhite Mine Ltd. (“MML”) from the scope of its assessment of the effectiveness of the Company’s internal control over financial reporting as at December 31, 2025. The Company acquired MML during 2025 and, accordingly, management has not included MML in its evaluation of internal control over financial reporting for the year ended December 31, 2025. The Company is continuing to integrate MML into its overall internal control over financial reporting and SOX 404 compliance program. As at and for the year ended December 31, 2025, MML represented on a consolidated basis approximately 30% and 32% of net and total assets, respectively, 69% of revenues, and 185% of net income.
Attestation Report of the Independent Registered Public Accounting Firm
Deloitte LLP (“Deloitte”) acted as the Company’s Independent Registered Public Accounting Firm for the financial year ended December 31, 2025. The attestation report of Deloitte on management’s assessment of the Company’s internal control over financial reporting is included in the “Report of Independent Registered Public Accounting Firm” filed with the Audited Consolidated Financial Statements for the years ended December 31, 2025 and 2024, attached hereto as Exhibit 99.3, and is incorporated by reference herein.
Changes in Internal Control over Financial Reporting
During the period covered by this Annual Report, 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.
REGULATION BTR
The Company was not required by Rule 104 of Regulation Blackout Trading Restriction (“BTR”) to send any notice to its directors and executive officers during the fiscal year ended December 31, 2025 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
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AUDIT COMMITTEE
Identification
The Company has a separately-designated standing audit committee (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is comprised of three individuals: Elizabeth McGregor (Chair), David Stephens and Charles Jeannes.
Audit Committee Financial Experts
The Company’s Board of Directors (the “Board”) has determined that each of Elizabeth McGregor, David Stephens and Charles Jeannes is (i) an audit committee financial expert, under the applicable criteria prescribed by the SEC in the general instructions of Form 40-F and (ii) independent, under the applicable NYSE American listing standards and requirements.
The SEC has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the Audit Committee and Board in the absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board.
Audit Committee Charter
The Company’s Audit Committee charter is attached as a schedule to the AIF which is attached as Exhibit 99.1 to this Annual Report, available for review on the Company’s website at www.orlamining.com and available in print without charge to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary.
CODE OF ETHICS
The Company’s Board has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all directors, officers and employees of the Company. The Code addresses the items required to be included in a “code of ethics” as set forth in paragraph 9(b) of General Instruction B of Form 40-F, as well as various other topics.
During the year ended December 31, 2025, the Board approved certain amendments to the Code matching updates made to the Company’s Whistleblower Policy, clarifying permitted government disclosures for Company employees, clarifying the order of precedence in case of a conflict in the provisions of the Code with local law, as well as certain other housekeeping amendments. An amended copy of the Code is attached as Exhibit 99.6 to this Annual Report and is also available on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.orlamining.com. The Company will provide a copy of the Code in print without charge to any person that provides the Company with a written request addressed to the Company’s Corporate Secretary.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
AND PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
Deloitte (PCAOB ID No. 1208) acted as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2025.Ernst & Young LLP (“EY”), Chartered Professional Accountants, (PCAOB ID No. 1263) acted as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2024. For a description of the total amount billed to the Company by Deloitte and EY for services performed in the last two financial years by category of service (audit fees, audit related fees, tax fees and all other fees), see “Audit Committee - External Auditor Service Fees” in the AIF, which is attached as Exhibit 99.1 to this Annual Report and incorporated by reference herein.
For a description of the Company’s pre-approval policies and procedures related to the provision of non-audit services, see “Audit Committee - Pre-Approval Policies and Procedures” in the AIF, which is attached as Exhibit 99.1 to this Annual Report and incorporated by reference herein.
All audit-related fees, tax fees, and all other fees for services provided by Deloitte and EY were approved by the Audit Committee in advance of the services being rendered.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
CONTRACTUAL OBLIGATIONS
For a description of the Company’s contractual obligations as at December 31, 2025, see “VIII Liquidity – Contractual Obligations” in the MD&A, which is attached as Exhibit 99.2 to this Annual Report and incorporated by reference herein.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Review Administration under the Federal Mine Safety and Health Act of 1977.
The Company is not yet in production but is in the feasibility study stage of developing the South Railroad Project, located in Nevada. For additional information, see “Mineral Properties – South Railroad Project” in the AIF, which is attached as Exhibit 99.1 to this Annual Report.
During the fiscal year ended December 31, 2025, we were not subject to any citations, orders, assessments or other legal actions under the Federal Mine Safety and Health Act of 1977 by the Federal Mine Safety and Health Administration.
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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
CORPORATE GOVERNANCE
The Company’s corporate governance practices are consistent with all applicable current Canadian regulatory guidelines and standards. The Company is classified as a foreign private issuer in connection with its listing on the NYSE American and is not required to comply with most of the NYSE American’s corporate governance standards (the “NYSE Rules”) and instead may comply with Canadian corporate governance practices. However, the Company’s corporate governance practices incorporate a number of best practices derived from the NYSE Rules. The significant ways in which the Company’s corporate governance practices differ from those required of domestic companies under the NYSE Rules can be found on the Company’s website at www.orlamining.com. The Company reviews its governance practices and monitors developments in Canada and the United States on an ongoing basis to ensure it is in compliance with applicable rules and standards. The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making.
ADDITIONAL INFORMATION
Additional information relating to the Company, including the Audited Financial Statements, the MD&A and the AIF, can be found on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov or on the Company’s website at www.orlamining.com. Shareholders may also contact the Company’s Corporate Secretary by e-mail at info@orlamining.com to request copies of these documents and this Annual Report on Form 40-F for no charge.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40- F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company has previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Company.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: March 19, 2026 | ORLA MINING LTD. | |
|---|---|---|
| By: | /s/Jason Simpson | |
| Jason Simpson | ||
| President and Chief Executive Officer |
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EXHIBIT INDEX
9
Exhibit 97
CLAWBACK POLICY
(the “Policy”)
| 1. | OVERVIEW |
|---|
The Board of Directors (“Board”) of Orla Mining Ltd. (the “Company”) has adopted this Policy in order to maintain a culture of focused, diligent and responsible management which discourages conduct detrimental to the growth of the Company and its subsidiary entities (“Subsidiaries”) and to ensure that incentive-based compensation (“Incentive-Based Compensation”) paid by the Company to Executive Officers (as defined below) is based upon accurate financial data and that erroneously awarded Incentive Based Compensation is recovered by the Company. This Policy is adopted pursuant to applicable rules, including the rules of the New York Stock Exchange American (the “NYSE American”) set forth in Listed Company Manual Section 811 -- Erroneously Awarded Compensation (the “NYSE American Rules”) and is designed to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D and Rule 10D-1 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will be interpreted and applied accordingly.
This Policy applies in the event of an accounting restatement (“Restatement”) of the Company’s financial results as a result of material non-compliance with financial reporting requirements. A Restatement includes both (a) a correction of an error in previously issued financial statements that is material to the previously issued financial statements (often referred to as a “Big R” restatement); and (b) a correction of an error not material to the previously issued financial statements, but that would result in a material misstatement if the error was left uncorrected in the current period or the error correction was recognized in the current period (often referred to as a “little r” restatement), within the meaning of applicable securities laws, including Rule 10D-1 under the Exchange Act, or securities exchange rules or regulations on which the Company lists securities for trading, including NYSE American Section 811. This Policy does not apply in any situation where a Restatement is not as a result of material non-compliance with financial reporting requirements, such as, but not limited to, due to an out-of-period adjustment or due to a retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, reverse stock splits, stock dividends, or other changes in capital structure.
The “executive officers” of the Company whose Incentive-Based Compensation is covered by this Policy are current and former executive officers who are, or were at any time, during an applicable Clawback Period, executive officers as defined in Rule 10D-1(d) of the Exchange Act as determined by the Board and at a minimum including all executive officers identified pursuant to Item 401(b) of Regulation S-K, and specifically including the Company’s Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer (as the principal financial officer), Vice President, Finance and Accounting (as principal accounting officer), any Vice-President of the Company in charge of a principal business unit, division or function, and any other officer or person who performs a significant policy-making function for the Company (the “Executive Officers”). Executive officers of Subsidiaries are deemed to be Executive Officers under this Policy if they perform policy making functions for the Company. All of these Executive Officers are subject to this Policy, even if an Executive Officer had no responsibility for the financial statement errors which required restatement. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A pursuant to which such Covered Executive Officer will agree to be bound by the terms and comply with this Policy.
Incentive-Based Compensation includes any compensation, including cash and equity, which is granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure”. Financial reporting measures are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measures derived wholly or in part from such financial information, including stock price and total shareholder returns (TSR). Incentive-Based Compensation is deemed “received” in the fiscal period during which the applicable financial
reporting measure (as specified in the terms of the award) is attained, even if the payment or grant occurs after the end of that fiscal period. At the time of the award of Incentive-Based Compensation by the Company to any Executive Officer(s), the Company shall identify in writing to said Executive Officer(s), what, if any, portion of the Incentive Based Compensation awarded to the Executive Officer(s) is based upon the attainment of any financial reporting measure.
Incentive-Based Compensation does not include base annual salary, compensation which is awarded based purely on service to the Company (e.g. a time-vested award, including time-vesting stock options or restricted share rights) or compensation which is awarded solely at the discretion of the Board, nor does it include compensation which is awarded based on subjective standards, strategic measures (e.g. completion of a merger) or operational measures (e.g. attainment of a production target or certain market share).
| 2. | TIME PERIOD COVERED BY POLICY |
|---|
This Policy applies to any Incentive-Based Compensation received by an Executive Officer during any of the three (3) fiscal completed years immediately preceding the date the Company is required to restate its financial results (the “Clawback Period”), meaning the earlier of:
| (a) | the date that the Company’s Board (or a Board committee or authorized officer, if Board action is not required) concludes, or reasonably should have concluded, that the Company’s previously issued financial statements contain a material error; or |
|---|---|
| (b) | the date on which a court, regulator or other similarly authorized body causes the Company to restate its financial information to correct a material error. |
| --- | --- |
For purposes of clause (b) above, the date of the initial court order or other regulatory agency action would be the measurement date for the Clawback Period, but the application of this Policy would occur only after such order is final and non-appealable.
| 3. | CALCULATION AND RECOVERY OF RECOVERABLE AMOUNT |
|---|
The recoverable amount under this Policy is “the amount of Incentive-Based Compensation received by the Executive Officer or former Executive Officer that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the Restatement” (the “Recoverable Amount”) and which is received on or after October 2, 2023 (the “Effective Date”).
Applying this definition, after a Restatement, the Board will recalculate the applicable financial reporting measure and the amount of Incentive-Based Compensation based thereon for the applicable period(s). The Board will determine whether, based on that financial reporting measure as calculated relying on the original financial statements, an Executive Officer or former Executive Officer received a greater amount of Incentive-Based Compensation than would have been received applying the recalculated financial measure. Where Incentive-Based Compensation is based only in part on the achievement of a financial reporting measure performance goal, the Board will determine the portion of the original Incentive-Based Compensation based on or derived from the financial reporting measure which was restated and will recalculate the affected portion based on the financial reporting measure as restated to determine the difference between the greater amount based on the original financial statements and the lesser amount that would have been received based on the Restatement. If the Board cannot determine the Recoverable Amount directly from the information in the Restatement, then it will make its determination based on a reasonable estimate of the effect of the Restatement.
For Incentive-Based Compensation based on (or derived from) the Company’s stock price or total shareholder return and is not subject to mathematical recalculation directly from the Restatement, the amount to be recovered as erroneously awarded Incentive-Based Compensation shall be determined by the Board based on a reasonable estimate of the effect of the Restatement on the financial reporting measure upon which the erroneously awarded Incentive-Based Compensation was received. The
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Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as required to the NYSE American.
The Recoverable Amounts will be calculated on a pre-tax basis to ensure that the Company recovers the full amount of Incentive-Based Compensation that was erroneously awarded.
If equity compensation is recoverable due to being granted to the Executive Officer (when the accounting results were the reason the equity compensation was granted) or vested by the Executive Officer (when the accounting results were the reason the equity compensation was vested), in each case in the Clawback Period, the Company will promptly recover the excess portion of the equity award that would not have been granted or vested based on the Restatement, as determined by the Board as it deems appropriate, in its sole and absolute discretion, to accomplish prompt recovery of the Recoverable Amount, and may include the following:
| (i) | if the equity award is still outstanding, the Executive Officer will forfeit the excess portion of the award; |
|---|---|
| (ii) | if the equity award has been exercised or settled into shares (the “Underlying Shares”), and the Executive Officer still holds the Underlying Shares, the Company will recover the number of Underlying Shares relating to the excess portion of the award (less any exercise price paid for the Underlying Shares); and |
| --- | --- |
| (iii) | if the Underlying Shares have been sold by the Executive Officer, the Company will recover the proceeds received by the Executive Officer from the sale of the Underlying Shares relating to the excess portion of the award (less any exercise price paid for the Underlying Shares). |
| --- | --- |
In addition, given that the Recoverable Amount must be calculated by the Company on a pre-tax basis and also include cash Incentive-Based Awards, the Board will determine, in its sole discretion, the timing and method or methods for recovering erroneously awarded Incentive-Based Compensation hereunder, which may also include, without limitation:
| (a) | requiring reimbursement of cash Incentive-Based Compensation previously paid; |
|---|---|
| (b) | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; |
| --- | --- |
| (c) | offsetting the recovery amount from any compensation otherwise owed by the Company to the Executive Officer (including, without limitation, any severance otherwise payable by the Company to the Executive Officer); |
| --- | --- |
| (d) | making a deduction from the Executive Officer’s salary; |
| --- | --- |
| (e) | requiring the Executive Officer to transfer back to the Company any shares such Executive Officer received pursuant to an equity award; |
| --- | --- |
| (f) | cancelling, or reducing the number of shares subject to, or the value of, outstanding vested or unvested equity awards; and/or |
| --- | --- |
| (g) | taking any other remedial and recovery action, as determined by the Board. |
| --- | --- |
The Board will use commercially reasonable efforts to employ a method for recovery of erroneously awarded Incentive-Based Compensation that does not cause a violation of the payment timing rules of Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”) or result in the Executive Officer being subject to the interest and additional tax provisions of Code Section 409A(a)(1)(B).
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The Board will have no obligation to apply the same method of recoupment to each affected Executive Officer in connection with any Restatement.
The Company is obliged to promptly recover erroneously awarded Incentive-Based Compensation from its Executive Officers, except under the following limited circumstances:
| (i) | if the Board determines that it would be impracticable to recover the excess compensation from an Executive Officer because the direct expense paid to a third party to assist in enforcing recovery would exceed the Recoverable Amount; or |
|---|---|
| (ii) | recovery would likely cause an otherwise tax-qualified, broad-based retirement plan of the Company to fail to meet the requirements of Code Section 401(a)(13) or Code Section 411(a) and the regulations thereunder; or |
| --- | --- |
| (iii) | if the recovery of the Incentive-Based Compensation would violate the home country laws of the Company. |
| --- | --- |
The Company shall maintain documentation of the determination of its attempts to recover erroneously awarded Incentive Based-Compensation and provide the relevant documentation as and when required by applicable regulatory authorities or securities exchanges including to the NYSE American.
| 4. | NO ADDITIONAL PAYMENTS |
|---|
In no event shall the Company be required to award Executive Officers an additional payment if the restated or accurate financial results would have resulted in a higher incentive compensation payment.
| 5. | NO INDEMNIFICATION |
|---|
The Company shall not be permitted to insure or to indemnify any Executive Officer against (i) the loss of any erroneously awarded Incentive-Based Compensation that is repaid, returned, or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-Based Compensation that is granted, paid, or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any erroneously awarded Incentive-Based Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the effective date of this Policy).
| 6. | MANDATORY DISCLOSURES |
|---|
The Company shall file this Policy as an exhibit to its Annual Report on Form 40-F and, if applicable, disclose information relating to the occurrence of a Restatement in accordance with applicable laws, rules and regulations, including, but not limited to, the Section 811 of the NYSE American Rules and Rule 10D-1 under the Exchange Act.
In the event the Company is required to clawback any erroneously awarded Incentive-Based Compensation from Executive Officers in accordance with the Section 811 of the NYSE American Rules and Rule 10D-1 under the Exchange Act, and the occurrence of such is disclosed by the Company in a public filing required by applicable law, the Company will disclose (i) the aggregate amount recovered, or (ii) if no amount was recovered, the absence of a recoverable amount.
| 7. | AMENDMENT |
|---|
This Policy may be amended by the Board from time to time. Changes to this Policy will be communicated to all persons to whom this Policy applies. However, no amendment or termination of this Policy shall be effective if such amendment or termination would cause the Company to violate any applicable laws, rules or regulations, including Canadian securities laws, SEC rules or the rules of any securities exchange on
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which the Company’s securities are listed for trading, including, without limitation, the Toronto Stock Exchange and NYSE American Rules.
| 8. | GENERAL |
|---|
The provisions of this Policy are intended to be applied to the fullest extent of the law; provided however, to the extent that any provisions of this Policy are found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
This Policy, as amended and approved on November 13, 2023, shall apply to all Incentive-Based Compensation that is granted, earned, or vested by Executive Officers on or after the Effective Date. Any Inventive-Based Compensation awards approved, awarded or granted before the Effective Date and on or after August 23, 2018, shall be governed by this Policy as adopted and approved by the Board on August 23, 2018.
This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or right of offset against any Executive Officer that is required pursuant to any statutory repayment requirement (regardless of whether implemented at any time prior to or following the adoption of this Policy). Nothing in this Policy in any way detracts from or limits any obligation that those subject to it have in law or pursuant to a management, employment, consulting or other agreement with the Company or any of its Subsidiaries.
This Policy shall be administered by the Board, or if so designated by the Board, the Human Resources and Compensation Committee, in which cases references herein to the Board shall be deemed to be references to the Human Resources and Compensation Committee. All determinations and decisions made by the Board pursuant to the provisions of this Policy shall be final, conclusive and binding on the Company, its Subsidiaries and the persons to whom this Policy applies. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules adopted by the Securities and Exchange Commission, the Canadian Securities Administrators and any securities exchange on which the Company’s securities are listed.
| 9. | OTHER RECOVERY RIGHTS |
|---|
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery or recoupment that may be available to the Company pursuant to the terms of any other policy of the Company or any provision in any compensatory plan or arrangement, employment agreement, equity award agreement, or similar plan, agreement or arrangement, and any other legal rights and remedies available to the Company, or any actions that may be imposed by law enforcement agencies, regulators, administrative bodies, or other authorities. Further, the provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002.
| 10. | SUCCESSORS |
|---|
This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
| 11. | CHANGE OF LISTING |
|---|
In the event that the Company lists its securities on any national securities exchange or national securities association in the United States other than the NYSE American, all references to “NYSE American” in this
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Policy shall mean each national securities exchange or national securities association upon which the Company has a class of securities then listed.
| 12. | NOTICE AND ACKNOWLEDGEMENT |
|---|
The Company will provide notice of this Policy to each Executive Officer and shall solicit from each Executive Officer on an annual basis a signed acknowledgment and agreement to this Policy in substantially the form attached hereto as Exhibit A. In addition, before the Company takes any action to seek recovery of erroneously awarded Incentive-Based Compensation pursuant to this Policy or any other action provided for in this Policy against an Executive Officer, the Company will provide notice of such clawback or other action. Notwithstanding anything to the contrary contained herein, the Company’s failure to provide notice to or receive acknowledgment from an Executive Officer will have no impact on the applicability or enforceability of this Policy against such Executive Officer.
If you have questions about the interpretation of this Policy, please contact the Chief Financial Officer of the Company.
ADOPTED AND APPROVED BY THE BOARD OF DIRECTORS OF ORLA MINING LTD. – AUGUST 23, 2018.
AMENDED AND APPROVED BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS OF ORLA MINING LTD. – NOVEMBER 13, 2023 and applies to Incentive-Based Compensation that is granted, earned, or vested by Executive Officers on or after the Effective Date**.**
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EXHIBIT A
ACKNOWLEDGMENT AND AGREEMENT TO THE
CLAWBACK POLICY
I, the undersigned, acknowledge and agree that the Company has provided me with a copy of the Orla Mining Ltd. Clawback Policy (the “Policy”), and that I have had the opportunity to review the Policy. Capitalized terms used but not defined in this Acknowledgement and Agreement to the Policy (this “Acknowledgement”) shall have the meanings assigned to such terms in the Policy.
By signing below, I acknowledge and agree that I accept the provisions of the Policy and will abide by all of the terms of the Policy (as may be amended, restated, supplemented or otherwise modified from time to time) both during and after my employment with the Company, including, without limitation, by forfeiting, promptly repaying to the Company and/or offsetting, on a pre-tax basis, any erroneously awarded Incentive-Based Compensation that I may receive or have received.
I hereby agree to waive the assertion or application of any rights under federal, state, local or foreign law or in contract or equity that would otherwise conflict with or narrow the Company’s authority to interpret, apply and enforce the Policy to its fullest extent, including but not limited to, the Company’s authority to withhold or divert my wages pursuant to the Policy and/or any severance payments that I may be entitled after termination of my employment by the Company.
I further acknowledge and agree that all Incentive-Based Compensation granted, earned or vested on or after October 2, 2023 (the “Effective Date”) will be subject to the provisions of the Policy, and that agreement to the Policy is a condition to the receipt and retention of such compensation. I acknowledge and agree that my acceptance of the Policy is in consideration of Incentive-Based Compensation that is granted, earned or vested on or after the later of the Effective Date or the date of my signature below.
I further acknowledge and agree that notwithstanding any other provisions to the contrary in any of the agreements or arrangements set forth on Schedule A hereto, any Incentive-Based Compensation, including any annual incentive plan cash bonuses paid or payable to me in cash, any incentive equity awards issued under the Company’s Performance Share Unit Plan or any other equity incentive plan, agreement or arrangement with the Company, which is subject to recovery under any law, government rule or regulation, in effect from time to time, including specifically as required to implement Section 10D and Rule 10D-1 of the Exchange Act and any applicable rules or regulations promulgated thereunder and Section 811—Erroneously Awarded Compensation of the NYSE American Listed Company Manual (the “Clawback Rules”), will be subject to such deductions, offset, repayment, forfeiture, cancellation, clawback and recoupment as may be required to be made pursuant to the Policy and as set forth more fully in the Policy.
I acknowledge and agree that all existing agreements or arrangements between the Company and me set forth on Schedule A hereto shall be deemed amended and superseded by, and subject to, the terms and conditions of the Policy and the Clawback Rules from and after the Effective Date thereof. I further acknowledge and agree that notwithstanding any other agreement or arrangement to the contrary, I shall not be entitled to any indemnification or advancement of expenses with respect to the application or enforcement of the Policy and the Clawback Rules or any actions by the Company to enforce Policy and the Clawback Rules through deductions, offset, repayment, forfeiture, cancellation, clawback, recoupment or otherwise.
| | |
|---|---|
| | Signature |
| | |
| | Print Name |
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| | Date |
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Table of Contents
Exhibit 99.1
Table of Contents
| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
TABLE OF CONTENTS
| | |
|---|---|
| INTRODUCTORY NOTES AND CAUTIONARY STATEMENTS | 3 |
| DESCRIPTION OF THE BUSINESS | 6 |
| SUMMARY OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES | 16 |
| MINERAL PROJECTS | 19 |
| RISK FACTORS | 71 |
| DESCRIPTION OF CAPITAL STRUCTURE | 88 |
| DIVIDENDS | 90 |
| MARKET FOR SECURITIES | 90 |
| DIRECTORS AND OFFICERS | 92 |
| LEGAL PROCEEDINGS AND REGULATORY ACTIONS | 96 |
| INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 96 |
| TRANSFER AGENTS AND REGISTRARS | 96 |
| MATERIAL CONTRACTS | 96 |
| INTERESTS OF EXPERTS | 97 |
| AUDIT COMMITTEE INFORMATION | 98 |
| ADDITIONAL INFORMATION | 101 |
| SCHEDULE “A” | 102 |
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Table of Contents
| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
INTRODUCTORY NOTES AND CAUTIONARY STATEMENTS
GENERAL
In this Annual Information Form (“AIF”), Orla Mining Ltd., together with its subsidiaries, as the context requires, is referred to as the “Company” and “Orla”. Unless otherwise stated, all information contained in this AIF is as of December 31, 2025, being the last day of the Company’s most recently completed financial year.
This AIF should be read in conjunction with the Company’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2025, which are available under the Company’s profile on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca and through the United States Securities and Exchange Commission’s (“SEC”) Electronic Data Gathering and Retrieval System (“EDGAR”) at www.sec.gov.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
This AIF contains references to Canadian dollars (“C$”) and United States dollars (“$”, “US$”, or “US dollars”). All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars. Unless otherwise indicated, Canadian dollar amounts have been converted to United States dollars at the indicative exchange rate on December 31, 2025, as quoted by the Bank of Canada, of US$0.7296 = C$1.00.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This AIF contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively, “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 statements include, but are not limited to, statements regarding: the estimation of Mineral Resources and Mineral Reserves (as such terms are defined below); projected production rates, all-in sustaining costs (“AISC”), cash costs, sustaining and operating costs, mine production plans, and projected mining and process recovery rates; proposed exploration plans and expected results, costs, and timing thereof; preliminary economic assessments and feasibility studies and the economic results thereof, including future production, processing, recoveries, revenues, net present value, internal rate of return, costs, payback period, cash flows, dilution assumptions, the concentrate market, sensitivities, expenses, and other similar information; timeline for receipt of any required agreements, approvals, or permits; closure costs and requirements; the timing of permitting, construction, and production of the South Railroad Project; Orla’s ability to obtain required mine licences, mine permits, required agreements with third parties, and regulatory approvals required in connection with exploration plans and future mining operations; community and ejido relations; the expected price of gold and silver; currency exchange rates; the Company’s dividend policy and payment of future dividends; the Company’s sustainability strategy and its short-term and long-term sustainability goals, and the timing thereof; and the Company’s other 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.
Forward-looking statements are 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
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Table of Contents
| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
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 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 (as defined below); that all conditions of the Credit Facility (as defined below) 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 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 prepay; risks related to exploration, development, and operation activities; 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; tailings risks; reclamation costs; 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 and preliminary economic assessments; 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; 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; 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 SOX (as defined below); enforcement of civil liabilities; the Company’s status as a PFIC (as defined below) for U.S. federal income tax purposes; information and cyber security; gold industry concentration; shareholder activism; and other risks associated with executing the Company’s objectives and strategies.
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 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 AIF and, accordingly, are subject to change after such date. The Company does not intend, and does not assume any obligation, to update this forward-looking information, except as required by law. 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 on EDGAR at www.sec.gov.
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Table of Contents
| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
SCIENTIFIC AND TECHNICAL INFORMATION
Unless otherwise indicated, scientific and technical information in this AIF relating to the Company’s mineral properties has been reviewed and approved by J. Andrew Cormier, P.Eng., Chief Operating Officer of the Company, and Sylvain Guerard, P. Geo., Senior Vice President, Exploration of the Company. Mr. Cormier and Mr. Guerard are each a “Qualified Person” (or “QP”) as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).
The disclosure included in this AIF uses Mineral Reserves and Mineral Resources classification terms that comply with reporting standards in Canada and the Mineral Reserves and Mineral Resources estimations are made in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards on Mineral Reserves and Mineral Resources adopted by the CIM Council on May 10, 2014 (the “CIM Standards”) and NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED, AND INFERRED MINERAL RESOURCES
This AIF has been prepared in accordance with Canadian standards for the reporting of Mineral Resource and Mineral Reserve estimates, which differ in some material respects from the disclosure requirements of 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 AIF are Canadian mineral disclosure terms as defined in accordance with NI 43-101 and the CIM Definition Standards. The definitions of these terms, and other mining terms and disclosures, differ from the definitions of such terms, if any, for purposes of the SEC’s disclosure rules for domestic United State issuers (the “SEC Rules”), including the requirements of the SEC in Regulation S-K Subpart 1300 under the United States Securities Exchange Act of 1934, as amended (the “Exchange 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 Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, Mineral Reserve and Mineral Resource information and other technical information contained or incorporated by reference herein or documents incorporated by reference may not be comparable to similar information disclosed by United States companies subject to the SEC’s reporting and disclosure requirements for domestic United States issuers.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Due to the uncertainty of Measured Mineral Resources, Indicated Mineral Resources or Inferred Mineral Resources, these Mineral Resources may never be upgraded to Proven Mineral Reserves and Probable Mineral Reserves. Investors are cautioned not to assume that any part of mineral deposits in these categories will ever be converted into reserves or recovered. In addition, United States investors are cautioned not to assume that any part or all of the Company’s Measured Mineral Resources, Indicated Mineral Resources or Inferred Mineral Resources constitute or will be converted into Mineral Reserves or are or will be economically or legally mineable.
NON-GAAP MEASURES
This AIF includes certain performance measures (“non-GAAP measures”) which are not specified, defined, or determined under generally accepted accounting principles (in the Company’s case, IFRS Accounting Standards “IFRS”), namely AISC and cash costs per ounce. These 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, the Company uses such measures to provide additional information, and readers should not consider them in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles.
Please see the information under the heading “Non-GAAP Measures” in the Company’s management’s discussion and analysis for the financial year ended December 31, 2025, which section is incorporated by reference in this AIF, for a description of the non-GAAP measures noted above. The Company’s management’s discussion and analysis may be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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| ORLA MINING LTD. | |
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
DESCRIPTION OF THE BUSINESS
OVERVIEW
Orla is a Canadian company listed on the Toronto Stock Exchange (“TSX”) under the symbol “OLA” and on the NYSE American LLC (the “NYSE American”) under the symbol “ORLA”. Orla’s corporate strategy is to acquire, explore, develop, and operate mineral properties where its expertise can substantially increase stakeholder value. Orla has three material gold projects for the purposes of NI 43-101:
| ● | the Musselwhite gold mine (“Musselwhite” or the “Musselwhite Mine”) located in Ontario, Canada; |
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| ● | the Camino Rojo project (“Camino Rojo” or the “Camino Rojo Project”) located in Zacatecas, Mexico, which consists of the Camino Rojo oxide gold mine (the “Camino Rojo Oxide Mine”) and the Camino Rojo underground project (the “Camino Rojo Underground Project”); and |
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| ● | the South Railroad project (“South Railroad” or the “South Railroad Project”) located in Nevada, which consists of the Dark Star and Pinion deposits and is situated within the prospective land package called the “South Carlin Complex” along the Carlin trend. |
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For further details regarding the Camino Rojo Project, the Musselwhite Mine, and the South Railroad Project, including information regarding their associated NI 43-101 technical reports, see “Summary of Mineral Reserve and Mineral Resource Estimates” and “Mineral Projects”.
NAME, ADDRESS AND INCORPORATION
The Company was incorporated under the Business Corporations Act (Alberta) on May 31, 2007 as a Capital Pool Company (as defined by the TSX Venture Exchange). On June 3, 2010, the Company was continued into British Columbia under the Business Corporations Act (British Columbia) and on April 21, 2015, the Company was continued into Ontario under the Business Corporations Act (Ontario). On June 12, 2015, the Company changed its name from “Red Mile Minerals Corp.” to “Orla Mining Ltd.” On December 2, 2016, in order to facilitate the acquisition of Pershimco Resources Inc. (“Pershimco”), the Company was continued as a federal company under the Canada Business Corporations Act (the “CBCA”). Following the continuance, on December 6, 2016, the plan of arrangement under the CBCA involving Orla and Pershimco was affected. Pursuant to the plan of arrangement, among other things, Orla and Pershimco were amalgamated and continued as one company under the name “Orla Mining Ltd.”
The Company’s registered office and its head and principal office is located at Suite 2020 – 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.
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| ORLA MINING LTD. | |
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
INTERCORPORATE RELATIONSHIPS
The following is a diagram of the intercorporate relationships among Orla and its subsidiaries, including their respective jurisdictions of incorporation as of March 19, 2026.
Certain inactive subsidiaries with both less than 10% of the total assets of the Company and 10% of the total revenues of the Company are excluded from the diagram. The Company holds 100% of the shares of each subsidiary, provided that, as required under Mexican corporate law, Minera Camino Rojo SA de CV (“Minera Camino Rojo”) has two shareholders – Orla Mining Ltd. holds 98% of the shares and 2% are held by a wholly owned Canadian subsidiary of the Company, which holds its shares in trust for the Company.
THREE YEAR HISTORY
DEVELOPMENTS DURING 2023
On June 21, 2023, the Company held its 2023 annual general meeting. At the meeting, Ms. Ana Sofía Ríos was elected as a director of the Company.
On August 21, 2023, the Company released its inaugural Sustainability Report, which highlighted the Company’s approach and performance on its environmental, social, and governance (“ESG”) initiatives. See “Description of the Business – Environmental, Social and Governance” below for additional information.
On August 28, 2023, the Company amended and restated its existing credit agreement in respect of an amended credit facility through its existing syndicate of lenders comprised of The Bank of Nova Scotia, Bank of Montreal, and Canadian Imperial Bank of Commerce. The amended facility consisted of a US$150 million revolving term facility.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The Company appointed Mr. Rob Krcmarov to its Board of Directors on November 20, 2023.
On December 15, 2023, the Panamanian Ministry of Commerce and Industry (“MICI”) rejected the Company’s requests for extension for the three mining concessions comprising the Company’s Cerro Quema gold project (the “Cerro Quema Project”), declared the concessions cancelled and declared the area comprising the concessions to be a reserve area. In response, the Company has commenced international arbitration proceedings against Panama as further described below under “Developments during 2024”. See “Mineral Properties – Other Properties – Cerro Quema Project” for additional information.
DEVELOPMENTS DURING 2024
On February 25, 2024, Orla entered into a definitive arrangement agreement with Contact Gold Corp. (“Contact”) pursuant to which the Company agreed to acquire all of the issued and outstanding common shares of Contact (the “Contact Shares”) pursuant to a court-approved plan of arrangement under the BCBCA. Under the terms of the transaction, Contact shareholders received, in exchange for each Contact Share held, 0.0063 of a Common Share. Contact’s key asset was the 100%-owned Pony Creek property, a 4,500-hectare exploration land package, strategically located adjacent to the South Railroad Project in the Carlin trend in Nevada. The transaction closed on April 29, 2024. Subsequent to the transaction closing, the Company renamed the entire prospective land package as the “South Carlin Complex”.
In March 2024, the Company filed a Notice of Intent to Arbitrate with the Government of Panama under the Canada-Panama Free Trade Agreement (the “FTA”). The Notice of Intent asserted that the measures taken by Panama 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 to Arbitrate on July 3, 2024. As part of the FTA requirements, the Company submitted an initial and preliminary estimate of damages claimed of no less than US$400 million, plus pre-award and post-award interest. The Company filed written submissions to the arbitration tribunal (referred to as its Memorial on Liability and Quantum) in late March 2025. See “Mineral Properties – Other Properties – Cerro Quema Project” and “Risk Factors –The Cerro Quema Project” for additional information.
On August 26, 2024, the Company released its second annual Sustainability Report. See “Description of the Business – Environmental, Social and Governance” below for additional information.
On November 17, 2024, the Company entered into a definitive agreement (the “Musselwhite Agreement”) to acquire Musselwhite from Newmont for upfront cash consideration of $810 million and gold-price linked contingent consideration of $40 million (the “Musselwhite Transaction”). The $40 million in contingent consideration is payable as follows:
| ● | $20 million, which was paid in March 2026 as a result of the average spot gold price exceed $2,900/oz for the one-year period ending February 28, 2026; and |
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| ● | $20 million to be paid should the average spot gold price exceed $3,000/oz for the one-year period ending February 28, 2027. |
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The $810 million in upfront consideration was funded from a combination of sources, as follows:
| ● | Credit Facility. $150 million under a revolving credit facility (the “Revolving Loan”) and a $100 million term loan (the “Term Loan” and together with the Revolving Loan, the “Credit Facility”) with a syndicate of lenders comprised of the Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce, and ING Capital LLC. The Credit Facility is governed by the terms of a second amended and restated credit agreement (the “Second Amended Credit Agreement”) between the Company and such lenders. |
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The Term Loan has a three-year term with no principal payments during the first two quarters. The Term Loan is now being repaid in quarterly installments of $5 million, which commenced on December 31, 2025, with the balance repaid at maturity. The Revolving Loan will mature in August 2027. The Company may repay the Credit Facility in full, without penalties, at any time prior to the maturity date.
The interest rate under the Credit Facility is 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.
| ● | Convertible Notes. A private placement of $200 million in senior unsecured convertible notes (the “Convertible Notes”) led by the Company’s cornerstone shareholders, Fairfax Financial Holdings Limited (“Fairfax”), Pierre Lassonde, and Trinity Capital Partners Corporation (the “Concurrent Private Placement”). |
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The Convertible Notes mature five years from the date of issuance and bear interest at 4.5% per annum, payable in cash. The Convertible Notes may be converted in full or in part at any time prior to the maturity date, by the holder thereof, into common shares of the Company (“Common Shares”) at a price of C$7.90 (the “Conversion Price”), converted to US dollars at a fixed exchange rate of C$1.40/US$1.00, subject to standard anti-dilution provisions. Based on the Conversion Price, 35,443,026 Shares were issuable on conversion of the Convertible Notes upon closing. The Company may also redeem the Convertible Notes following the 18-month anniversary of the date of issuance, provided that the 20-day volume weighted average price of the Common Shares is not less than 130% of the Conversion Price.
Holders of the Convertible Notes were also issued 23,392,397 common share purchase warrants (the “Warrants”) to acquire Common Shares, representing 0.66 Warrants for each Common Share issuable under the Convertible Notes. The Warrants have an exercise price of C$11.50 per Share and shall expire on February 28, 2030.
| ● | Gold Prepay. $360 million gold prepayment (the “Gold Prepay”) from a syndicate of lenders including Bank of Montreal, ING Capital Markets LLC, and Canadian Imperial Bank of Commerce (the “Gold Prepay Providers”). Under the terms of the Gold Prepay, the Company is required to deliver a total of 144,887 ounces of gold to the Gold Prepay Providers over a three-year term. |
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DEVELOPMENTS DURING 2025
The Musselwhite Transaction and the Concurrent Private Placement required approval of the shareholders of the Company under applicable securities laws and the rules of the TSX, excluding votes held by Newmont, Fairfax, and Mr. Lassonde. The Company held a special meeting of shareholders on January 21, 2025, where shareholders of the Company overwhelmingly approved the Musselwhite Transaction and Concurrent Private Placement.
On February 28, 2025, the Company closed the Musselwhite Transaction and the Concurrent Private Placement. The Company filed a business acquisition report in respect of the Musselwhite Transaction on May 13, 2025 in accordance with National Instrument 51-102 – Continuous Disclosure Obligations.
On June 5, 2025, the Company announced the initial underground Mineral Resource estimate for Camino Rojo. The Company filed the corresponding technical report on July 17, 2025, which has since been superseded by the Camino Rojo Report (as defined below).
Camino Rojo experienced an uncontrolled material movement along the temporary north wall of the open pit on July 23, 2025. As a result, in-pit mining operations were temporarily paused as an action plan was established. As a result of the operational pause and mining resequencing, Orla updated its annual consolidated guidance with respect to gold production and AISC. The Company achieved the revised production and cost guidance, see the Company’s management’s discussion and analysis for the financial year ended December 31, 2025 for additional information.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
On August 13, 2025, the Company announced that the U.S. Department of the Interior Bureau of Land Management (“BLM”) has published the Noticed of Intent (“NOI”) for the South Railroad Project. The publication of the NOI represents a major milestone in the federal permitting process, as it formally initiates the process to complete the National Environmental Policy Act (“NEPA”) review and preparation of an Environmental Impact Statement by the BLM. Following receipt of all required state and federal permits, anticipated by mid-2026, onsite construction can begin.
On September 15, 2025, the Company filed a short form base shelf prospectus (the “Base Shelf Prospectus”) with the securities regulatory authorities in each of the provinces and territories of Canada, which allows the Company to offer for sale and issue from time to time Common Shares, warrants to purchase Common Shares, subscription receipts, units and debt securities, or any combination thereof (collectively, the “Securities”) during the 25-month period that the Base Shelf Prospectus, including any amendments thereto, remains effective. The Base Shelf Prospectus was part of a registration statement on Form F-10 which the Company also filed with the SEC under the U.S. Securities Act, qualifying the Securities for distribution in the United States.
On September 23, 2025, Mr. Scott Langley resigned from the Company’s Board of Directors. Mr. Langley was Newmont’s nominee to the Board in accordance with its investor rights agreement with the Company, which was terminated following Newmont’s disposition of its Common Shares in September 2025.
On December 15, 2025, the Company appointed Ms. Joanna Pearson to its Board of Directors.
On December 3, 2025, the Board of Directors declared an inaugural quarterly cash dividend of $0.015 **** per Common Share, which was payable on February 10, 2026 to shareholders of record as of January 12, 2026. The Board of Directors also approved a policy under which the Company intends to pay a regular quarterly dividend of $0.015 per Common Share, or $0.06 per Common Share annually. See “Dividends” for additional information.
DEVELOPMENTS DURING 2026
On January 15, 2026, the Company announced the results of the optimized Feasibility Study for the South Railroad Project and confirmed the Board’s approval to begin spending for detailed engineering, procurement, and project execution. The Board also approved the start of project construction, subject to receipt of all required permits. The Company filed the corresponding South Railroad Report (as defined below) on February 27, 2026. See “Mineral Projects – South Railroad Project” for additional information.
On February 19, 2026, the Company announced the results of the Preliminary Economic Assessment (“PEA”) for the Camino Rojo Underground Project. The PEA evaluates the technical and economic potential of a stand-alone, underground development project beneath the existing Camino Rojo Oxide Mine operation and outlines a potential pathway toward development of a larger-scale and long-life underground mining operation and processing facility. The Company filed the corresponding Camino Rojo Report on March 18, 2026. See “Mineral Projects – Camino Rojo” for additional information.
On March 18, 2026, the Company announced that the Mexican Federal Environmental Department (“SEMARNAT”) approved the Company’s Environmental Impact Statement (“Manifestación de Impacto Ambiental” or “MIA”) for the expansion of the Camino Rojo Oxide Mine. This approval, together with the Change of Land Use authorization which was also received, provides the permits required to mine the remainder of the oxide open pit, including the layback area to the north. The MIA also permits construction of an exploration decline to support continued advancement of the Camino Rojo Underground Project. This milestone provides operating flexibility at Camino Rojo and supports both oxide mine optimization and underground development. The approval of the MIA is conditional upon Orla meeting certain customary conditions and standard requirements.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG)
OVERVIEW
Orla’s commitment to strong ESG practices is critical to adding value to its business by allowing Orla to attract and retain top talent, earn the trust of rightsholders and stakeholders, effectively manage risk, and ensure Orla’s long-term competitiveness and sustainability.
Orla is committed to conducting business in a responsible manner at all times, which means protecting the health and safety of employees and contractors, caring for the environment, contributing to the sustainable development of local communities and respecting Indigenous Rights and human rights across the Company’s value chain. Orla believes that it is its responsibility to transform Mineral Resources into a net positive benefit for stakeholders and rightsholders.
Orla has been focused on strengthening its ESG approach through aligning Company practices to industry leading standards and adopting robust reporting and sustainability disclosures.
Orla has conducted an ESG Materiality Assessment, which focused on identifying, assessing and prioritizing the environmental, social, and governance issues that are most relevant and impactful to Orla and those affected by the Company’s activities. The Company considered leading ESG frameworks and standards (including the Sustainability Accounting Standards Board and the recommendations of the Task Force on Climate-related Financial Disclosures) as well as relevant regulations and initiatives. The ESG Materiality Assessment is reviewed and updated bi-annually.
In 2025, Orla also released its third annual Sustainability Report, highlighting the Company’s approach and performance on ESG initiatives. The Sustainability Report reiterates the Company’s “Towards 2030 Sustainability Strategy”, first introduced in 2023. This strategy sets clear priorities, key performance indicators, action plans, and timelines to drive progress in areas such as health and safety, climate change mitigation, water stewardship, biodiversity, community impact management, workforce diversity, equity, and inclusion. The Sustainability Report also outlined the Company’s key sustainability performance highlights for 2024. Notably, at Camino Rojo:
| ● | Achieved industry-leading GHG emissions intensity of 0.24 tonnes of CO2 equivalent per ounce of gold produced (Scope 1 and 2). |
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| ● | Maintained a water intensity of 0.12 m³ per tonne of processed ore, with 100% of water reused and recycled and zero water discharge. |
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| ● | Spent US$9.6 million on goods and services through local suppliers. |
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| ● | Delivered an average of 106 hours of health and safety training per employee, a 116% increase from the previous year. |
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| ● | Company-wide, 58% of direct employees at sites were hired from local communities, up from 49% in 2023. |
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Moreover, Orla introduced four new environmental management standards covering water management, biodiversity, air emissions and noise, and hazardous materials, strengthening site-level accountability. These standards apply at all Orla sites.
The Sustainability Report can be found on Orla’s website at www.orlamining.com/sustainability/governance/.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The following sections provide an overview of certain aspects of Orla’s approach to ESG.
EHS&SR COMMITTEE AND POLICIES
The Board has established an Environment, Health and Safety and Social Responsibility Committee, which is responsible for all ESG matters particularly as they apply to environmental, health and safety and social concerns, assessing environmental and social risks and the Company’s risk management thereof. Orla has also adopted a number of policies in support of its sustainability goals, as further discussed below. The full text of these policies can be found on Orla’s website at www.orlamining.com/sustainability/governance.
ENVIRONMENT, HEALTH & SAFETY POLICY
The Company is committed to meeting or surpassing regulatory requirements in all of its exploration and development activities, while working to protect the environment both within and beyond the Company’s operational boundaries and creating social value across the value chain. In keeping with this commitment, Orla has adopted an Environment, Health & Safety Policy. The Company will conduct all of its operations in a manner that ensures full compliance with its Environment, Health & Safety Policy, applicable legislation, and government requirements. The aim of this policy is to protect the surroundings in which the Company operates, to minimize and manage environmental risk, and to enhance sustainable practices. Orla will ensure that all of its activities are conducted in an environmentally safe and responsible manner and will ensure that its contractors adhere to the same high environmental standards.
SOCIAL RESPONSIBILITY POLICY
The Company is committed to conducting its business in a responsible manner at all times. In keeping with this commitment, Orla has implemented a Social Responsibility Policy (the “SR Policy”) which sets out the guidelines by which the Company will (i) endeavour to respect the health and safety of its employees, (ii) protect the environment, (iii) respect the human rights of its employees and the residents in the communities in which the Company operates, and (iv) contribute to the sustainable development of those communities.
HUMAN RIGHTS POLICY
The Company is committed to respecting the human rights of all individuals impacted by its business activities, including local communities, Indigenous Peoples and the Company’s employees, contractors, consultants, and other rightsholders. In support of this commitment, the Company has adopted a Human Rights Policy, which sets out the Company’s commitment to human rights and seeks to integrate human rights best practices into the Company’s management, business relationships, governance structures, and programs.
INDIGENOUS PEOPLES POLICY
Further to its Human Rights Policy, the Company also recognizes that it operates within the ancestral territories and along-side the communities of a diversity of Indigenous Peoples. The Company recognizes the United Nations Declaration on the Rights of Indigenous Peoples and the International Labour Organization Convention 169 and has adopted an Indigenous Peoples Policy. The Indigenous Peoples Policy reiterates the Company’s commitment to respecting Indigenous Rights and building positive and sustainable relationships with Indigenous Peoples, based on trust and respect, and focused on finding common goals through open dialogue.
ENVIRONMENT
Mining, exploration, development, and production activities are subject to various levels of federal, provincial, state, and local laws and regulations relating to the protection of the environment at all phases of operation. These regulations govern exploration, development, tenure, production, taxes, labour standards, occupational health, waste disposal, protection and remediation of the environment, reclamation, mine safety, toxic substances management, and other matters. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the general handling,
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
transportation, storage, and disposal of solid and hazardous waste. Environmental legislation requires strict standards and enforcement, with potential fines and penalties for non-compliance, stringent environmental assessments of proposed projects and a high degree of responsibility for companies and their officers, directors, and employees.
Orla is committed to ensuring that all its activities are conducted in an environmentally safe and responsible manner and will require that its contractors adhere to the same high environmental standards. In 2025, there were no category 4 or 5 incidents across the Company operations and projects as defined by the U.S. Environmental Protection Agency. None of Orla’s sites were charged with fines or sanctions related to environmental incidents in 2025.
Environmental protection requirements did not have a material effect on the capital expenditures, earnings, or competitive position of Orla during the 2025 financial year and are not expected to have a material effect during the 2026 financial year.
SOCIAL
OVERVIEW
Orla strives to actively engage and make positive contributions in the communities associated with the Company’s business activities.
At the Camino Rojo Project, the Company has agreements in place with the ejidos of San Tiburcio, El Berrendo, La Pardita, and San Francisco de los Quijano, with commitments to deliver land leasing payments and social support such as scholarships, community infrastructure upgrades, social and economic development initiatives, and donation of food and medicines to the most vulnerable community members. Camino Rojo’s full-time community relations team is responsible to implement Orla’s SR Policy at site. Camino Rojo’s community response mechanism allows Orla to receive, document, and resolve community requests, concerns, and complaints in an equitable and respectful manner. In 2025 Camino Rojo completed an independently-led socio-economic impact assessment, updating a socio-economic baseline and identifying actions to address concerns and opportunities which further strengthened the site’s social management plan.
As part of the closing of the acquisition of Musselwhite at the end of February 2025, Orla remained focused on ensuring safe, operational continuity, and maintaining alignment with the agreements signed between Musselwhite and local Indigenous partners. The Company also continued to advance social closure planning and honouring social commitments as part of its ongoing integration work.
At the South Carlin Complex in 2025, the focus was on community and government engagement and community investment initiatives. The Orla team conducted meetings with federal, state, municipal leaders and organizations, as well as Indigenous Nation representatives. In September 2025, Orla participated in public meetings about the South Railroad Project as part of the project’s public scoping process. Throughout the year, the Company also continued to advance projects that increase awareness of Orla’s business and the mining industry in general. Mining education activities reached elementary students and community members through presentations and local events such as the Elko Mining Expo. Community investment efforts included delivering meals to students in need, scholarships for high school students, and donations to local organizations.
HEALTH AND SAFETY
Orla is committed to the health and safety of its employees and contractors. The Company is committed to complying with all applicable health and safety laws, rules, and regulations and strives to create and maintain a safe working environment for all. Orla acknowledges that there are safety risks associated with its business and, through proactive risk management, continuously aims to minimize and control these risks. Camino Rojo, Musselwhite and South Carlin have Health and Safety departments with full-time personnel and Orla continues to develop Health and Safety policies and procedures to comply with regulations and industry best practices. For 2025, the Company had a lost time injury frequency rate (“LTIFR”) of 2.43 across all sites.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
EMPLOYEES AND CONTRACTORS
On December 31, 2025, the Company had 1,085 employees, which included 33 employees in corporate offices in Canada, as well as site-based employees in Mexico (290), Nevada (24), Panama (3), and at the Musselwhite Mine in Canada (735). In addition, there were 290 contractors working on the Camino Rojo Project, four at the corporate offices in Canada, 421 at the Musselwhite Mine, and six contractors at the South Carlin Complex. No management functions of the Company are performed to any substantial degree by a person other than the Directors or executive officers of the Company.
The Company respects and supports the rights of its employees and contractors, including freedom of association and collective bargaining, and the Company promotes ongoing engagement and proactive dialogue with its workers’ unions. In total, approximately 54% of the workforce at Camino Rojo was unionized in 2025.
LABOR RIGHTS POLICY
Orla introduced a Labor Rights Policy in 2025, reiterating the Company’s support and respect for internationally recognized labor rights as proclaimed by the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work and international labor standards. The Company recognizes its responsibility to comply with the employment and labor laws and regulations that govern our operations, respecting local norms, practices, and laws. Orla’s Labor Rights Policy seeks to integrate labor rights best practices into the Company’s management, business relationships, governance structures and programs, fostering a safe, productive, supportive, and fair working environment that is valued by our employees, contractors, suppliers, consultants, and other stakeholders.
GOVERNANCE
Orla recognizes the importance of corporate governance to the effective management of the Company and to the protection of its stakeholders and rightsholders. Orla’s approach to significant issues of corporate governance is designed to ensure that the business and affairs of Orla are effectively managed to enhance value. Additional information on Orla’s corporate governance practices is contained in Orla’s Management Information Circular dated May 9, 2025, prepared for its most recent annual meeting of shareholders held on June 24, 2025 and filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. This information will also be contained in the Management Information Circular of the Company to be prepared in connection with the Company’s 2026 annual meeting of shareholders currently scheduled to be held in June 2026, which will be available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Orla’s current governance policies can be found on Orla’s website at www.orlamining.com/sustainability/governance.
FURTHER INFORMATION
SPECIALIZED SKILL AND KNOWLEDGE
All aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, mining, metallurgy, environmental, permitting, occupational health and safety, corporate social responsibility, finance, accounting, and legal. Orla faces competition for qualified personnel with these specialized skills and knowledge, which may increase costs of operations or result in delays.
COMPETITIVE CONDITIONS
The mineral exploration and mining business is competitive. Competition is primarily for: (a) mineral properties that can be developed and operated economically; (b) technical experts that can find, develop, and mine such mineral properties; (c) labour to operate the mineral properties; and (d) capital to finance development and operations.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The Company competes with other mining companies, some of which have greater financial resources and technical facilities, for the acquisition and exploitation of mineral concessions, claims, leases, and other interests, to finance its activities and in the recruitment and retention of qualified employees. The ability of the Company to acquire, develop, and operate precious metal properties will depend not only on its ability to raise the necessary funding and operate its properties economically, but also on its ability to select and acquire suitable prospects for precious metal development and operation or metal exploration. See “Financing Risks” and “Competition” under “Risk Factors”.
BANKRUPTCY AND SIMILAR PROCEDURES
There have been no bankruptcy, receivership, or similar proceedings against the Company or any of its subsidiaries, or any voluntary bankruptcy, receivership, or similar proceedings by the Company or any of its subsidiaries, within the three most recently completed financial years or during or proposed for the current financial year.
FOREIGN OPERATIONS
The locations of the Company’s Camino Rojo Project in Mexico and South Railroad Project in Nevada expose the Company to certain risks, including currency fluctuations and possible political or economic instability that may result in the impairment or loss of mining titles or other mineral rights and opposition from environmental or other non-governmental organizations. Mineral exploration and mining activities in foreign jurisdictions may also be affected in varying degrees by political stability and governmental regulations relating to the mining industry; labour unrest; expropriation; renegotiation, or termination of existing concessions; ability of governments to unilaterally alter agreements; surface land access; illegal mining; changes in taxation policies or laws; security issues; and repatriation of funds. Any changes in regulations or shifts in political attitudes in such foreign countries are beyond the Company’s control and may adversely affect the Company’s business.
The Company also holds an interest in the Cerro Quema Project in Panama. In November 2023, Panama passed a legislative moratorium on mining activity and in December 2023, cancelled the Company’s renewal applications for the mining concessions comprising the Cerro Quema Project.
See “Risk Factors – Foreign Country and Political Risk”, “– Foreign Subsidiaries” and “– Cerro Quema Project”.
REORGANIZATIONS
There have been no material reorganizations of the Company or any of its subsidiaries within the three most recently completed financial years or during or proposed for the current financial year.
PRINCIPAL MARKETS AND DISTRIBUTION
The Company currently sells its refined gold and silver to customers located in the United States and Canada. The Company evaluates the counterparties to which it sells its product. The Company is not economically dependent on a limited number of customers for the sale of its gold and silver as its products can be sold through numerous world-wide commodity markets, traders, and financial institutions.
| Page 15 |
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Table of Contents
| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
SUMMARY OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES
MINERAL RESERVES
The following tables summarize the Company’s Mineral Reserve estimates on its material mineral properties, the Camino Rojo Project, Musselwhite Mine, and South Railroad Project, in each case as at the dates set out in the footnotes.
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Proven | | Probable | | Proven and Probable | ||||||||||||
| Gold (Au) | | 000’s t | | g/t | | koz | | 000’s t | | g/t | | koz | | 000’s t | | g/t | | koz | ||||
| Ontario | | Musselwhite | | Oxide | | — | | — | | — | | — | | — | | — | | — | | — | | — |
| | | Sulphide | 4,254 | 5.76 | 788 | 4,465 | 4.64 | 666 | 8,719 | 5.18 | | 1,453 | ||||||||||
| Mexico | | Camino Rojo | | Oxide | | 2,920 | | 0.73 | | 68 | | 28,794 | | 0.75 | | 690 | | 31,714 | | 0.74 | | 759 |
| | | Sulphide | — | — | — | — | — | — | — | — | | — | ||||||||||
| Nevada | South Railroad | Oxide | 10,585 | 1.04 | 354 | 56,033 | 0.65 | 1,162 | 66,618 | 0.71 | 1,516 | |||||||||||
| | | Sulphide | — | — | — | — | — | — | — | — | | — | ||||||||||
| | | | | Total Gold | **** | 17,760 | 2.12 | 1,210 | 89,291 | | 0.88 | 2,518 | 107,051 | 1.08 | 3,728 |
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Proven | | Probable | | Proven and Probable | ||||||||||||
| SILVER (Ag) | | | | | | 000’s t | | g/t | | koz | | 000’s t | | g/t | | koz | | 000’s t | | g/t | | koz |
| Ontario | | Musselwhite | | Oxide | | — | | — | | — | | — | | — | | — | | — | | — | | — |
| | | Sulphide | — | — | — | — | — | — | — | — | | — | ||||||||||
| Mexico | | Camino Rojo | | Oxide | | 2,920 | | 18.1 | | 1,697 | | 28,794 | | 14.7 | | 13,584 | | 31,714 | | 15.0 | | 15,281 |
| | | Sulphide | — | — | — | — | — | — | — | — | | — | ||||||||||
| Nevada | South Railroad | Oxide | 2,113 | 6.6 | 445 | 35,779 | 5.0 | 5,749 | 37,892 | 5.1 | 6,195 | |||||||||||
| | | Sulphide | — | — | — | — | — | — | — | — | | — | ||||||||||
| | | | | Total Silver | **** | 5,033 | 13.2 | 2,142 | 64,573 | | 9.3 | 19,333 | 69,606 | 9.6 | 21,476 |
MINERAL RESERVE FOOTNOTES
All Mineral Reserves
| 1. | The Mineral Reserve estimates have been prepared in accordance with the CIM Standards. |
|---|---|
| 2. | Rounding as required by reporting guidelines may result in summation differences. |
| --- | --- |
| 3. | The estimate of Mineral Reserves may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. |
| --- | --- |
| 4. | koz = 1,000 troy ounces; t = tonne (1,000 kilograms). |
| --- | --- |
Musselwhite, Ontario
| 1. | The Mineral Reserve estimate for Musselwhite has an effective date of December 31, 2025. |
|---|---|
| 2. | Jack Lawson, P.Eng. of Musselwhite Mine is the QP responsible for the Mineral Reserve estimate for Musselwhite Mine. |
| --- | --- |
| 3. | Mineral Reserves are constrained within stope shapes generated by Deswik Stope Optimizer. |
| --- | --- |
| 4. | Mineral Reserves are reported within stope shapes using cut-off basis with a gold price of US$2,300/oz and an exchange rate of $CAD1.34/$USD1.00. |
| --- | --- |
| 5. | The Mineral Reserves cut-off grade varies by zone. The Mineral Reserves were estimated using a cut-off grade of not less than 2.80 g/t Au |
| --- | --- |
| 6. | The cut-off grade values account for metal recoveries, refining costs, and royalties. |
| --- | --- |
| 7. | Values are inclusive of mining recovery and dilution. Values are determined as of delivery to the mill and therefore not inclusive of milling recoveries. |
| --- | --- |
| 8. | Mineral Resource estimations were interpolated using Ordinary Kriging (OK). |
| --- | --- |
| 9. | See “Mineral Properties – Musselwhite Project – Mineral Reserves” for additional information. |
| --- | --- |
Camino Rojo, Mexico
| 1. | The Mineral Reserve estimate for Camino Rojo has an effective date of December 31, 2025. |
|---|---|
| 2. | Stephen Ling, P.Eng., Director, Technical Services of the Company, is the QP responsible for the Mineral Reserve estimate for Camino Rojo. |
| --- | --- |
| 3. | Mineral Reserves are based on prices of $2,300/oz gold and $25/oz silver. |
| --- | --- |
| 4. | Mineral Reserves are based on net smelter returns (“NSR”) cut-off of $8.44 per tonne |
| --- | --- |
| 5. | NSR value for leach material is as follows: |
| --- | --- |
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| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
| ● | Kp Oxide: NSR ($/t) = 50.12 x gold (g/t) + 0.078 x silver (g/t), based on gold recovery of 70% and silver recovery of 11%. |
|---|---|
| ● | Ki Oxide: NSR ($/t) = 40.10 x gold (g/t) + 0.107 x silver (g/t), based on gold recovery of 56% and silver recovery of 15%. |
| --- | --- |
| ● | Tran-Hi: NSR ($/t) = 42.96 x gold (g/t) + 0.192 x silver (g/t), based on gold recovery of 60% and silver recovery of 27%. |
| --- | --- |
| ● | Tran-Lo: NSR ($/t) = 28.64 x gold (g/t) + 0.242 x silver (g/t), based on gold recovery of 40% and silver recovery of 34%. |
| --- | --- |
| 6. | The NSR values account for metal recoveries, refining costs, and refinery payable percentages. |
| --- | --- |
| 7. | Stockpiles are all derived from Camino Rojo mined material and are calculated using reconciled production figures adjusted for mining accuracy. Stockpile grades are calculated from grade control block grades. For the stockpile, no cut‐off grade is used for reporting |
| --- | --- |
| 8. | See “Mineral Properties – Camino Rojo Project – Mineral Reserves” for additional information. |
| --- | --- |
South Railroad, Nevada
| 1. | The Mineral Reserve estimate for South Railroad has an effective date of September 30, 2025. |
|---|---|
| 2. | Consistent with the Company’s other reported Mineral Reserves, the Mineral Reserve estimate for the South Railroad Project in this AIF has been reported in metric units, which has been converted from Imperial system units currently in use at South Railroad and in the South Railroad Report (as defined below), using a conversion rate of 0.9071847 between short tonnes and metric tonnes and a conversion rate of 34.285718 between oz/short ton and g/metric tonne. |
| --- | --- |
| 3. | The estimate of Mineral Reserves was done by Thomas L. Dyer, PE of RESPEC. |
| --- | --- |
| 4. | Mineral Reserves are reported based on gross metal value (GMV) cutoff grades based on gold prices of $2,300 per ounce Au and silver prices of $25.00 per ounce Ag. |
| --- | --- |
| 5. | Economic parameters and recoveries are described in the South Railroad Report. |
| --- | --- |
| 6. | Cutoff grades are applied by material type as described in the South Railroad Report. |
| --- | --- |
| 7. | As Mineral Reserves were defined using lower metal prices compared to the economic analysis that supports them, resulting Proven and Probable Mineral Reserves are justified. |
| --- | --- |
| 8. | Proven and Probable Mineral Reserves for Pinion include silver as reported above; Silver Mineral Reserves apply to Pinion only, and silver grade is based on Pinion tonnes. |
| --- | --- |
| 9. | See “Mineral Properties – South Railroad Project – Mineral Reserves” for additional information. |
| --- | --- |
MINERAL RESOURCES
The following tables summarize the Company’s Mineral Resource estimates on its material mineral properties, the Camino Rojo Project, Musselwhite Mine, and South Railroad Project, in each case as at the dates set out in the footnotes. Mineral resources are reported inclusive of Mineral Reserves for the Camino Rojo Project and South Railroad Project and exclusive of Mineral Reserves for the Musselwhite Mine.
MEASURED AND INDICATED RESOURCES
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Measured | | Indicated | | Measured and Indicated | ||||||||||||
| Gold (Au) | | | | | | 000’s t | | g/t | | koz | | 000’s t | | g/t | | koz | | 000’s t | | g/t | | koz |
| Ontario | Musselwhite | | Oxide | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | Sulphide | 2,315 | 4.02 | 299 | 5,357 | 3.31 | 569 | 7,672 | 3.52 | | 869 | ||||||||||
| Mexico | Camino Rojo | Oxide | 3,261 | 0.73 | 76 | 38,778 | 0.85 | 1,065 | 42,038 | 0.84 | 1,142 | |||||||||||
| | | Sulphide | — | | — | | — | | 48,178 | | 2.46 | | 3,805 | | 48,178 | | 2.46 | | 3,805 | |||
| Nevada | South Railroad | Oxide | 13,609 | 0.92 | 401 | 85,534 | 0.57 | 1,558 | 99,143 | 0.61 | 1,959 | |||||||||||
| | | Sulphide | — | — | — | 6,762 | 2.30 | 500 | 6,762 | 2.30 | | 500 |
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Measured | | Indicated | | Measured and Indicated | ||||||||||||
| Silver (Ag) | | | | | | 000’s t | | g/t | | koz | | 000’s t | | g/t | | koz | | 000’s t | | g/t | | koz |
| Ontario | Musselwhite | | Oxide | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | Sulphide | — | — | — | — | — | — | — | — | | — | ||||||||||
| Mexico | Camino Rojo | Oxide | 3,261 | 17.2 | 1,799 | 38,778 | 13.3 | 16,602 | 42,038 | 13.6 | 18,400 | |||||||||||
| | | Sulphide | — | — | — | 48,178 | 11.2 | 17,308 | 48,178 | 11.2 | | 17,308 | ||||||||||
| Nevada | South Railroad | Oxide | 2,616 | 6.1 | 509 | 48,062 | 4.5 | 6,915 | 50,678 | 4.6 | 7,424 | |||||||||||
| | | Sulphide | — | — | — | — | — | — | — | — | | — |
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| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Measured | | Indicated | | Measured and Indicated | ||||||||||||
| Zinc (Zn) | | | | | | 000’s t | | % | | Mlb | | 000’s t | | % | | Mlb | | 000’s t | | % | | Mlb |
| Mexico | | Camino Rojo | | Oxide | | — | | — | | — | | — | | — | | — | | — | | — | | — |
| | | Sulphide | — | — | | — | 48,178 | 0.38 | % | 403 | 48,178 | 0.38 | % | 403 |
INFERRED MINERAL RESOURCES
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Inferred Gold (Au) | | Inferred Silver (Ag) | ||||||||
| | | | | | | 000’s t | | g/t | | koz | | koz | | g/t | | koz |
| Ontario | Musselwhite | | Oxide | | — | | — | | — | | — | | — | | — | |
| | | Sulphide | 4,223 | 4.06 | 552 | — | — | | — | |||||||
| Mexico | Camino Rojo | Oxide | 1,636 | 0.95 | 50 | 1,636 | 13.0 | 682 | ||||||||
| | | Sulphide | 4,045 | 2.48 | 323 | 4,045 | 10.9 | | 1,418 | |||||||
| Nevada | South Railroad | Oxide | 26,845 | 0.32 | 278 | 1,302 | 2.7 | 111 | ||||||||
| | | Sulphide | 28,869 | 0.79 | 735 | — | — | | — |
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Inferred Zinc (Zn) | ||||
| | | | | | | 000’s t | | % | | Mlb |
| Mexico | | Camino Rojo | | Oxide | | — | | — | | — |
| | | Sulphide | 4,045 | 0.65 | % | 58 |
MINERAL RESOURCE NOTES
All Mineral Resources
| 1. | All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely. Columns may not sum exactly due to rounding. |
|---|---|
| 2. | Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. |
| --- | --- |
| 3. | The Mineral Resource estimates have been prepared in accordance with the CIM Standards. |
| --- | --- |
| 4. | koz = 1,000 troy ounces; mlb = million pounds (imperial); t = tonne (1,000 kilograms). |
| --- | --- |
Musselwhite, Ontario
| 1. | The Mineral Resource estimate for Musselwhite has an effective date of December 31, 2025. |
|---|---|
| 2. | Mark Williams, P.Geo., Chief Geologist of Musselwhite Mine, is the QP responsible for the Mineral Resource estimate for Musselwhite Mine. |
| --- | --- |
| 3. | Mineral Resources are reported exclusive of Mineral Reserves. |
| --- | --- |
| 4. | The reference point for the Mineral Resources is the point of delivery to the process plant (diluted and mine recovered). |
| --- | --- |
| 5. | Mineral Resources are constrained within stope shapes generated by Deswik Stope Optimizer. |
| --- | --- |
| 6. | Stope shapes were developed using a gold sales price of US$2,800/oz and an exchange rate of $CAD1.34/$USD1.00. |
| --- | --- |
| 7. | The Mineral Resources cut-off grade varies by zone. The Mineral Resources were estimated using a cut-off grade of not less than 2.30 g/t Au. |
| --- | --- |
| 8. | Mineral Resource estimations were interpolated using Ordinary Kriging (OK). |
| --- | --- |
| 9. | See “Mineral Properties – Musselwhite Mine – Mineral Resources” for additional information. |
| --- | --- |
Camino Rojo, Mexico
| 1. | Marie-Christine Gosselin, P.Geo. of SLR Consulting (Canada) Ltd. (“SLR”), is the QP responsible for the Mineral Resource estimate for Camino Rojo. |
|---|---|
| 2. | The effective date of the open pit Mineral Resource (predominantly oxide) is December 31, 2025. The effective date of the underground Mineral Resource (predominantly sulphide) is September 30, 2025. |
| --- | --- |
| 3. | Mineral Resources are estimated in the optimized pit shell at a NSR cut-off value of $8.44/t for leach material and $14.06/t for Mill material, while the underground reporting shapes are using a NSR cut-off value for long-hole stoping of $57/t for heap leach material and $63/t for mill material were applied. For cut-and-fill mining, NSR cut-off values of $66/t for heap leach material and $72/t for mill material were used. Stockpiles are using a cut-off grade of 0.21 g/t Au. |
| --- | --- |
| 4. | Mineral Resources are estimated using a long-term price of $2,800 per ounce for gold, $33 per ounce for silver, and $1.25 per pound for zinc, with an US$:C$ exchange rate of 1:1.34. |
| --- | --- |
| 5. | Bulk density varies from 2.40 t/m^3^ to 2.67 t/m^3^ for the mineralization and estimation domains and 2.0 t/m^3^ for the overburden. |
| --- | --- |
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| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
| 6. | Metallurgical recoveries vary according to geometallurgical domains and process type (Leach or Mill) and are either a constant or formula based. Heap leach recoveries range from 40% to 70% for gold and 11% to 34% for silver. For mill flotation concentrate, recoveries range from 80% to 89% for gold, 52% to 86% for silver, and 87% to 90% for zinc; zinc recovery is assumed to be 0% for the Transition and S1a_CAR geometallurgical domains. |
|---|---|
| 7. | The NSR is calculated by material type with the following formulas: |
| --- | --- |
Heap Leach Material NSR ($/t) = (Au grade (g/t) x (((2,800-1.69) x Au recovery Heap Leach x 0.999 x (1-0.03)) / 31.103477)) + (Ag grade (g/t) x (((33-1.69) x Ag recovery Heap Leach x 0.98 x (1-0.03)) / 31.103477))
Mill Material NSR ($/t) = (Au NSP ($/g Au) x Au grade (g/t)) + (Ag NSP ($/g Ag) x Ag grade (g/t)) + (Zn NSP ($/g Zn) x Zn grade (ppm))
| 8. | The gold equivalent (AuEq) by material types are calculated with the following formulas: |
|---|
Heap Leach Material AuEq = Au grade (g/t) + (Ag NSP ($/g) / Au NSP ($/g) x Ag grade (g/t)).
Mill Material AuEq = Au grade (g/t) + (Ag NSP ($/g) / Au NSP ($/g) x Ag grade (g/t)) + ((Zn NSP ($/lb) x 2,204.62 / 100 / Au NSP ($/g)) x Zn grade (ppm) / 10,000))
| 9. | Mineral Resources are constrained by an optimized resource pit shell and underground resource panels with a minimum mining width of 2 m for long-hole stoping and 5 m for cut-and-fill. |
|---|---|
| 10. | See “Mineral Properties – Camino Rojo Project – Mineral Resources” for additional information. |
| --- | --- |
South Railroad, Nevada
Notes - Dark Star, Pinion, Jasperoid Wash and North Bullion Deposits.
| 1. | The estimate of Mineral Resources was done by Michael S. Lindholm, CPG of RESPEC in Imperial tons. |
|---|---|
| 2. | The base cases for all Mineral Resources are reported at a gold price of $2,800 oz Au and have an effective date of September 30, 2025. |
| --- | --- |
| 3. | Tabulations comprise all model blocks at variable cutoff grades for oxide/transitional and sulphide materials within the $2,800 optimized pits or within a 2.57 Au g/t grade shell for underground. Pit optimizations vary by deposit and throughput rates of 11 kt/day and 18 kt/day; waste mining costs of US$2.34/t mined to US$2.43/t mined; crushing, stacking and heap leaching costs of US$4.01/t to US$4.94/t; and general and administrative costs of $1.26/t. At North Bullion, transportation costs of $44.09/t are applied for shipping refractory material off-site. |
| --- | --- |
| 4. | Recoveries are calculated within each block model, and vary by deposit, ore-type, redox state, sulphide-sulfur and inorganic-carbon content, and gold and silver grade. At Dark Star, assumed minimum metallurgical recoveries of 65% and 70% for gold for ROM and crushed ore, respectively, are applied. At Pinion, assumed variable metallurgical recoveries with base cases at 53% and 70% for gold for ROM and crushed ore, respectively, and base cases at 5% and 15% for silver for ROM and crushed ore, respectively. |
| --- | --- |
| 5. | The average grades of the tabulations are comprised of the weighted average of block-diluted grades within the optimized pits. |
| --- | --- |
| 6. | See “Mineral Properties – South Railroad Project – Mineral Resources” for additional information. |
| --- | --- |
Notes - Pony Creek Resources:
| 1. | The estimate of Mineral Resources was completed by Warren Black, P.Geo, APEX. |
|---|---|
| 2. | There are no known legal, political, environmental or other risks that could materially affect the potential development. |
| --- | --- |
| 3. | The reported open-pit Mineral Resources utilize a cutoff of 0.103 Au g/t Au for heap leach (high recovery) and 0.171 Au g/t for vat leach (low recovery) material. |
| --- | --- |
| 4. | Economic assumptions used include US$2,800/oz Au, process recoveries of 75% for Au in heap leach material and 85% for Au in vat leach material, a processing cost of US$1.90/t for heap leach and US$6.70/t for vat leach material, and a G&A cost of US$0.56/t. |
| --- | --- |
| 5. | The base cases for all Mineral Resources have an effective date of September 30, 2025. |
| --- | --- |
| 6. | The constraining pit optimization parameters included a mining cost of US$2.49/t for both mineralized and waste material and assumed pit slope angles of 45°. |
| --- | --- |
| 7. | Economic assumptions used include US$2,800/oz Au, process recoveries of 75% for Au in heap leach material and 85% for Au in vat leach material, a processing cost of US$1.90/t for heap leach and US$6.70/t for vat leach material, and a G&A cost of US$0.56/t. |
| --- | --- |
| 8. | See “Mineral Properties – South Railroad Project – Mineral Resources” for additional information. |
| --- | --- |
MINERAL PROJECTS
The Company’s focus is on the acquisition, exploration, development, and exploitation of mineral properties in which the Company’s exploration, development, and operating expertise could substantially enhance shareholder value. The Company’s three material projects are the Musselwhite Mine, Camino Rojo Project, and South Railroad Project. The Company also holds a 100% interest in the Cerro Quema Project located in Panama and the Lewis Project located in Nevada. The Cerro Quema Project and the Lewis Project are not considered to be material projects for the Company for the purposes of NI 43-101.
THE MUSSELWHITE MINE
The following disclosure relating to the Musselwhite Mine has been derived, in part, from the technical report title “Technical Report – Musselwhite Mine Project, Ontario, Canada” with an effective date of November 18, 2024 (the “Musselwhite Report”) for Musselwhite, prepared by Ryan S. Wilson, P. Geo., David Frost, FAusIMM, Daniel Gagnon, P.Eng., of DRA Americas Inc. (“DRA”), James
| Page 19 |
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| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
Theriault, P.Eng., of SLR, Paul Gauthier, P.Eng., Paul Palmer, P.Eng. and William Richard McBride, P.Eng., of WSP Canada Inc. (“WSP”), each of whom is independent of the Company and a QP under NI 43-101. Reference should be made to the full text of the Musselwhite Report, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, as the Musselwhite Report contains additional assumptions, qualifications, references, reliances, and procedures that are not fully described herein.
Unless otherwise indicated, technical information disclosed herein since the release of the Musselwhite Report has been updated under the supervision of, or reviewed, in the case of Mineral Resources, by Mark Williams, P.Geo., Chief Geologist at the Musselwhite Mine, and in the case of mining and Mineral Reserves, by Jack Lawson, P.Eng., Engineering Superintendent at the Musselwhite Mine, each of whom is a QP under NI 43-101.
PROPERTY DESCRIPTION AND LOCATION
The Musselwhite Mine property is located in the Patricia Mining District in north-western Ontario; National Topographic System (NTS) 53 B/9, latitude 52°36’50” N and longitude 90°21’43” W. UTM Coordinates correspond to NAD83 UTM Zone 15N. The Musselwhite Mine is located on traditional territory of North Caribou Lake First Nation, in the Kenora District of Ontario, Canada. The operation is approximately 500 kilometers north of Thunder Bay and is accessible by road via Ontario highways ON-17 and ON-599N and by air.
The property is accessed by chartered air service from Thunder Bay and a weekly community flight is from Sioux Lookout/Pickle Lake and touches down in the Cat Lake, North Caribou Lake, Kingfisher Lake and Wunnumin Lake. A gravel air strip suitable for STOL-type (short take-off and landing) aircraft is maintained year-round. The communities of Mishkeegogamang and Pickle Lake have year-round road access while communities north of Pickle Lake only have winter road access. For the remainder of the year, access to these northern communities is by aircraft.
Road access to the Musselwhite site by the all-weather gravel road from the Town of Pickle Lake includes 42 km of access road that begins at the North Road approximately 160 km from Pickle Lake. There are six (6) Bailey type bridges between Pickle Lake and the turnoff to Musselwhite and one bridge built to Ontario Ministry of Natural Resources (“MNR”) standards on the Musselwhite access road.
Musselwhite is comprised of 940 exploration claims and 338 mining leases, issued under the Ontario Mining Act. Orla holds a 100% interest in the claims and leases which are registered under Musselwhite Mine Ltd. The total of 338 leases covers a total leased area of 5,427 hectares. The mining leases are surrounded by the 940 exploration claims that cover 60,222 hectares covering most of the North Caribou Greenstone Belt (“NCGB”). The Mining Act of Ontario grants and renews mining rights to leases and patents for a period of 21 years. Renewal/expiry of the Musselwhite Mine leases will occur between 2029 and 2046.
Surface rights have also been granted by the Government of Ontario with the mining leases, with the exception of waterways and lakes.
There are currently three (3) open and active royalty agreements, with two being actively paid. The two agreements being paid currently are noted as follows:
| ● | 1975 – Musselwhite Brothers, Brian Musselwhite; Goldcorp Canada Ltd.; Vivian Musselwhite. Started 8/8/1980 – $40,000 per year advanced royalty, and; |
|---|---|
| ● | 1980 – Gold Fields Resources, currently Franco Nevada, Franco-Nevada Corporation; Goldcorp Canada Ltd. Started 9/30/1980 – 5% net profit interest. |
| --- | --- |
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| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The third open agreement, which is not being paid currently as it applies to areas outside of the current mine plan is detailed as follows:
| ● | 2017 – Premier Gold Mines NWO Inc., Franco-Nevada Corporation; Goldcorp Canada Ltd.; Goldcorp Inc.; Premier Gold Mines Limited; Premier Gold Mines NWO Inc. Started 7/19/2017. |
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HISTORY
As of December 31, 2025, Musselwhite Mine has milled approximately 34.1 Mt of ore at a head grade of about 5.89 g/t Au, for a total of approximately 6.2 million recovered ounces.
The Musselwhite Mine has a long and storied history that spans over four (4) decades and is summarized in Table 1.1.
Table 1.1 – Musselwhite Mine Chronology
| Year | | Description |
|---|---|---|
| | | |
| 1960 | | Harold and Alan Musselwhite prospect the region. |
| 1962 | | Gold first discovered in the area by brothers Harold and Allan Musselwhite of Kenpat Mines Ltd. (the “Musselwhite Brothers”) who found erratic gold mineralization in a quartz vein on the north side of Opapimiskan Lake and several showings in iron formation on the south side of the lake. |
| 1962 to 1973 | | Early exploration and claims to gold at the site |
| 1973 | | The Musselwhite Prospecting Grubstake is initiated. |
| 1973 to 1984 | | Several exploration campaigns are carried out. |
| 1983 | | The Musselwhite Joint Venture is formed. |
| 1985 to 1986 | | Surface drilling confirms a discovery with economic potential has been made. |
| 1986 to 1987 | | A Pre-Feasibility Study is completed. |
| 1988 to 1989 | | An underground exploration program is completed. The three (3) remaining partners, Placer Dome (43%), Inco Gold (32%) and Corona (25%), initiate a feasibility study. The economics do not justify developing the mine. |
| 1992 to 1993 | | A drilling program focuses on the OP and PQ mineralized zones. |
| 1993 | | Placer Dome purchases the 25% share of Musselwhite, acquired by Homestake Mining Co. through the latter’s merger with Corona. |
| 1994 | | An underground program begins on the T-Antiform structure. The PQ zone is explored by surface diamond drilling. |
| 1994 to 1995 | | Sinking of exploration shaft commences. |
| 1995 | | All-weather road connection to north road is completed. Portal excavation commences. |
| 1996 | | The Musselwhite Joint Venture partners decide to put the property into production, and construction begins immediately following completion of a feasibility study. Underground development of the T-Antiform deposit, and open pit mining of the OP zone, begin. |
| 1997 | | The first gold bar is poured on March 10, 1997, and the mine enters commercial production on April 1, 1997. Production from the open pit is suspended in August 1997. |
| 2001 | | One million ounces are produced as of November 7, 2001. |
| 2002 | | Underground crusher and conveyor are commissioned. |
| 2002 to 2003 | | The merger of Kinross, TVX, and Echo Bay is completed. The new Kinross Gold Corporation (“Kinross”) acquires approximately 32% of the Musselwhite Mine. |
| 2003 | | PQ Deeps deposit discovered. This deposit is notably higher grade than the existing mine’s reserve at the time. |
| 2005 | | Mine produces record 250,383 ounces of gold. |
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| Year | | Description |
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| | | |
| 2006 | | Barrick successfully completes take-over of Placer Dome and sells Musselwhite Mine to Goldcorp Canada Ltd. |
| 2006 | | Total gold production reaches 2 million ounces. |
| | | |
| 2007 | | Mining commenced in the Esker Deposit. Goldcorp acquired the 32% Kinross Gold Corporation participation becoming the 100% owner. |
| 2010 | | Third millionth ounce pour. In February Musselwhite becomes the first Canadian Mine to adopt the International Cyanide Code. |
| 2011 | | Esker Vent shaft sinking project commenced. |
| 2012 | | June the site was evacuated, except for a skeleton crew, due to a severe forest fire. It was stopped by the MNR fire fighters, mostly aircraft, very close to the Esker site. |
| 2014 | | September Harmonic filter bank installed and commissioned at Esker site; Poured cumulative 4,000,000 oz Au on July 31, 2014; Abandonment of the Esker Mine Shaft Project; the 6.2 m (20.3 ft) diameter shaft is now used as an exhaust raise from 315 m (1,033.5 ft) L. The Esker Mine Shaft Project was cancelled in favour of the new Winze Project. |
| 2015 | | Total gold production reaches 4 million ounces. |
| 2016 | | Materials Handling Project works commence; The unlined raise (“Esker Mine Shaft”) was completed in 2016. Two new 2,012 kW (1,500 hp) variable pitch downcast fans were installed for this project and also to upgrade existing mine ventilation. |
| 2017 | | Implementation of multi-unit tele-remote scoop operation on site and remote mucking operation from Thunder Bay office. Underground tagging and tracker system (Electronic Tag Board) implemented. |
| 2018 | | Musselwhite Integrated Remote Operations Centre (“IROC”) opened in Thunder Bay in June to provide tele remote operational support to the underground mining operations |
| 2019 | | Newmont acquired Musselwhite in connection with its $10-billion acquisition of Goldcorp in 2019. Materials Handling Project completed, with the first ore processed in Q1. |
| 2019 to 2021 | | Conveyor system caught fire on March 29, leading to a power shutdown and subsequent flooding that would halt production for a period of nearly 1 year. Restoration efforts were nearing completion when Covid-19 pandemic related shutdowns led to further commissioning delays in 2020 and 2021. |
| 2020 | | Geotechnical studies and Map3D numerical model completed to assess the proposed mine plan and provide guidance on PQD Extension 1. |
| 2021 | | Strategic planning session with a cross-functional team to understand the potential of the PQD orebody / align on the path to add PQD reserves to the LoM. Supported by completion of much technical work / test work / studies. |
| 2022 | | In 2022, Musselwhite transitions all line-of-sight load, haul and dump activities underground to fully remote operations with the introduction of automation technology. |
| 2023 | | Electrical Upgrade completed - The Wataynikaneyap Project, expands the power capacity line serving Musselwhite Mine from a maximum site capacity of 19,500 kW to 23,000 kW. |
| 2024 | | As announced on November 18, 2024, Orla agreed to acquire Musselwhite from Newmont. The acquisition was completed on February 28, 2025. |
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GEOLOGICAL SETTING AND MINERALIZATION
REGIONAL, LOCAL AND PROPERTY GEOLOGY
The North Caribou Greenstone Belt (“NCGB”) is located in the middle of the North Caribou terrane of the Western Superior Province, on the south side of a large-scale crustal boundary between the North Caribou Core and Island Lake Domain (Stott et al., 2010). It comprises nine (9) volcanic-dominated assemblages formed during two major magmatic phases dated at ca. 2980 and ca. 2870 Ma. Sedimentary-dominated assemblages lie in the core of the NCGB, and are interpreted to have been deposited after 2980 Ma in the northern NCGB, and after 2850 Ma in the southeastern NCGB. Stratigraphic correlations between assemblages of the NCGB are based on the nature of their contacts, geochronological constraints, and geological and geochemical characteristics of their respective sequence. All assemblages are metamorphosed ranging from greenschist to amphibolite, with rare pockets of granulite. The NCGB is bounded by five (5) main intrusive phases emplaced during the two magmatic phases at ca. 2870-2850 Ma and ca. 2750-2690 Ma (Oswald, 2018).
The envelope of the main structural fabric and fold structures is roughly parallel to the contact of the narrow, elongate, two-arc shape of the North Caribou belt. Three (3) major phases of ductile to brittle-ductile deformation have been documented (D1, D2, D3) with the dominant regional structural pattern being related to D2. Gold occurrences have been identified in seven of the nine assemblages of the NCGB. Other commodity occurrences include Ag-Zn-Pb-Cu, Zn-Cu-Pb and Pt-Pd. Gold is frequently spatially associated with D2 related structures. Most gold occurrences are quartz-vein type hosted in mafic volcanic rocks and silicate facies iron formation, with subordinate mineralization hosted in biotite and amphibolite schists. (Oswald, 2018).
MINERALIZED ZONES
Mineralization at Musselwhite is predominantly found in sub-vertical high strain zones in the favourable silicate facies of the Northern Iron Formation, and to a lesser extent the oxide facies in both the Northern and Southern Iron Formation. Significant mineralization is also locally hosted in mafic volcanics and garnet-biotite schists in the West Limb deposits. In addition to the main hosts of mineralization, anomalous gold concentrations also occur property-wide and within all of the major lithologies. A positive correlation exists between gold and pyrrhotite mineralization in the Northern Iron Formation silicate facies. In general terms, this translates to 1 g/t Au for each percentage increase in pyrrhotite, up to approximately 15% pyrrhotite. This correlation between gold and pyrrhotite does not apply to mineralization in the Southern Iron Formation or the West Limb.
Mineralization is sulfide replacement of iron formation with quartz-pyrrhotite flooding and veining. Mineralization is best developed where structural permeability has been increased, either by folding, brittle or ductile deformation or in combination. Mineralization is thought to have been emplaced during D2 deformation and peak metamorphism (Oswald, 2018).
Quartz-pyrrhotite veins/floods are composed of massive, glassy blue to grey quartz with up to 20% fine to medium-grained pyrrhotite locally and occur as anastomosing networks of multiple veinlets that pinch and swell along strike as well as up and down dip. Accessory minerals include albite, almandine garnet and calcite, minor arsenopyrite, pyrite, chalcopyrite, and native gold. Sulfide mineralization in the veins is strongly structurally controlled, occurring within small-scale boudins, along the margins of the veins and as fine stringers within the vein itself. Sulfide replacement style mineralization is characterized by 2% to locally 15% fine-grained disseminated pyrrhotite, trace to locally 2% arsenopyrite, trace to 2% pyrite. Gangue minerals consist of almandine garnet, quartz and or chert, grunerite, actinolite, biotite, magnetite, calcite with accessory epidote and zircon.
Visible native gold is commonly observed as isolated specks within quartz. The majority of the gold occurs in pyrrhotite micro-fractures within garnet-rich, silicate domains.
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DEPOSIT TYPES
The mineralization at Musselwhite Mine can be classified as an Iron Formation-hosted gold deposit. Typically, gold in these deposits occurs in cross-cutting quartz veins and veinlets or as fine disseminations associated with pyrite, pyrrhotite, and arsenopyrite hosted in iron formations and adjacent rocks within volcanic or sedimentary sequences (McMillan, 1996).
The Musselwhite Mine deposit exhibits many features common with this deposit type:
| ● | Gold occurring as free (native) gold in quartz veining, sulfides and metamorphic minerals; |
|---|---|
| ● | Quartz veining (but not predominantly cross cutting); |
| --- | --- |
| ● | Predominantly stratabound mineralization; and |
| --- | --- |
| ● | Gold mineralization associated with shear zones. |
| --- | --- |
Mineralization is generally within, or near, favourable iron formations. Most deposits occur adjacent to prominent regional structural and stratigraphic features, and mineralization is often related to local structures.
Other examples of this style of deposit in Canada include Lupin and Cullaton Lake (Northwest Territories), Detour Lake, Madsen Red Lake, Pickle Crow and Dona Lake (Ontario), and Meadowbank (Nunavut).
International examples include Homestake (South Dakota, USA), Mt. Morgans (Western Australia), Hill 50 (Australia); Morro Vehlo, Amapari, Raposos, Mineas Gerais (Brazil); Vubachikwe and Bar 20 (Zimbabwe), and Mallappakoda, Kolar District (India).
EXPLORATION WORK AND DRILLING
HISTORICAL CHRONOLOGY OF NOTABLE EXPLORATION WORK
The following is a summarized chronology of exploration related work carried out at and around the location of the Musselwhite mine:
| ● | 1938 – (Satterley 1941) First geological map of the North Caribou Greenstone Belt produced at a scale of 1 inch to 1 Mile (1:63360). |
|---|---|
| ● | 1960 – Geological survey of Canada conducted an airborne magnetometer survey of the North Caribou Greenstone Belt. |
| --- | --- |
| ● | 1962 – Economic gold mineralization was first identified on the adjacent Musselwhite mining leases by the Musselwhite Brothers in 1962. |
| --- | --- |
| ● | 1963 – The Karl Zeemal property was optioned by Kenpat Mines Ltd. in 1963. The company conducted geological and geophysical surveys. |
| --- | --- |
| ● | 1962 to 1963 – Inco Limited conducted an 18-hole diamond drill hole program around Zeemal Lake and an additional Eight holes in area of Karl and Markop Lakes. |
| --- | --- |
| ● | 1973 – The Musselwhite brothers optioned their property to a consortium led by Dome Exploration Ltd. Subsequent exploration activities resulted in the discovery of the “West Anticline Zone” in 1980. |
| --- | --- |
| ● | 1981 – The Dome Exploration Ltd Consortium commissioned Aerodat Ltd. to conduct an airborne magnetic and electromagnetic geophysical survey over the area surrounding the Musselwhite deposit. |
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| ● | 1984 – Dome Mines Ltd. excavated an exploration decline into the West Anticline Zone to help delineate gold mineralization in this area. |
|---|---|
| ● | 1985 – The Ontario Geological Survey commissioned Aerodat Ltd. to perform an extensive Airborne Magnetic and Electromagnetic survey of the North Caribou Greenstone Belt. Maps 80744 and 80745 cover the Karl Zeemal area. |
| --- | --- |
| ● | 1986 – Extensive surface drilling by Dome Mines Ltd focused on the East Bay Synform. |
| --- | --- |
| ● | 1987 – Geocanex Ltd. conducted surface mapping and diamond drill programs on behalf of Santa Maria Resources Ltd on the Zeemal Lake property. |
| --- | --- |
| ● | 1988 – Power Explorations Inc. conducted extensive mapping, prospecting, trenching and diamond drilling along the mineralized Karl-Zeemal iron formation. |
| --- | --- |
| ● | 2005 – Goldcorp Canada Inc. extensive exploration drilling along the mineralized trend identified by Power Explorations Inc. in their 1988 drilling. |
| --- | --- |
| ● | 2006 – Barrick Gold acquired 100% of Placer Dome shares in January, and Goldcorp Canada Ltd. later acquired sole ownership of Musselwhite Mine from Barrick Gold and Kinross Gold Corp. |
| --- | --- |
| ● | 2018 – Goldcorp Canada Inc. soil-, litho-, and bio-geochemical sampling program. Detailed exploration drilling along mineralized trends and geochemical anomalies conducted within the Karl Zeemal and North Shore target areas. |
| --- | --- |
| ● | 2019 – Newmont acquired ownership of Goldcorp Inc. and all its properties. Greenfields exploration program conducted by Bayside Geoscience within Newmont-Goldcorp northern tenement along NCGB, and the near-mine Karl Zeemel target area. |
| --- | --- |
| ● | 2023 – Outcrop sampling program, and a 30,319 ha fixed-wing airborne gravity gradiometric survey was conducted over the Musselwhite Mine property and portions of regional claim tenement by CGG Canada Services Ltd. |
| --- | --- |
| ● | 2024 – Soil, vegetation and outcrop sampling continued. The majority of the exploration drilling was collared underground, focused on MRE conversion and replacement. |
| --- | --- |
2025 Exploration
Following the Company’s acquisition of Musselwhite Mine on February 28, 2025, during the year, Orla initiated an exploration program focused on (1) deep directional drilling to test the down-plunge extension of the Mine Trend, (2) underground drilling to support reserve replacement and resource growth, and (3) near-mine surface drilling to identify shallow mineralization proximal to existing infrastructure. A total of 51,241 metres of exploration drilling was completed, including 12,553 metres of surface deep directional drilling 32,131 metres of underground drilling, and 6,558 m of near-mine surface drilling. Results from the 2025 program confirmed the continuity of gold mineralization along the Mine Trend approximately 2 km beyond current operations. Underground drilling intersected high-‑grade mineralization in the upper and lower mine areas across the Redwings, Lynx, West Limb, and PQ Extension zones, while near-‑mine surface exploration returned shallow, encouraging mineralization from early-‑stage targets at Camp Bay, Karl Zeemal, and Bottenfield. The deep directional drilling program also indicates the potential for stacked mineralized horizons at depth, interpreted as the Lynx and PQE zones, which remain under evaluation with additional drilling planned through 2026.
See “Production, Outlook, and Future Plans” below for information on planned exploration activities subsequent to December 31, 2025.
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DRILLING
From 1974 to 2025, a total of 10,021 diamond drill holes with a cumulative length of 2,056,426 m had been completed at Musselwhite Mine and surrounding near-mine target areas. Drilling included in the 2024 East Limb model update included 257 new holes compared to the previous model update completed in 2023. The 2024 West Limb model contained 603 new holes compared to the previous model update completed in 2021. There were no new holes included in the 2025 Resource Model updates. The planned 2026 year-end Resource Model update will include new holes from drilling conducted in 2025.
See “Production, Outlook, and Future Plans” below for information on planned exploration activities subsequent to December 31, 2025.
DATA VERIFICATION, SAMPLING PREPARATION, ANALYSIS, AND SECURITY
It is of the Musselwhite Report QP’s opinion that the standard operating procedures employed by Musselwhite Mine in the sampling and analysis of drill core samples, including the implemented QA/QC program, do not lead to any factors that may significantly impact the integrity of the data. The QA/QC process and results conducted for exploration and delineation (infill) drilling at Musselwhite is summarized below:
| ● | Planned versus actual collar checks are built into the collar data entry. Any collar with a difference of greater than 2 meters must be approved by an Exploration Supervisor. |
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| ● | Drill holes are reviewed for downhole survey doglegs and approved by an Exploration Supervisor for use in the resource model. |
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| ● | Core logging peer reviews are conducted monthly on 5% of processed drill core, and drill holes are checked for lithological contacts and descriptions, appropriate specific gravity locations, sample intervals, and proper core cutting. All concerns and issues/errors are reviewed with the Exploration Supervisor and then documentation is then signed off by the Exploration Manager. |
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| ● | Beginning March 2021, once the core logging review report is reviewed by an Exploration Supervisor and signed off by the Exploration Manager, the reports are sent out to the Exploration Geologists. A section was added to the report that outlines any items that need to be corrected, who is responsible for making the corrects, and when the corrections should be completed by. These items are then reviewed during the following months review. |
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| ● | The results of monthly lab sieve tests on random pulp and rejects are provided; if there are any failures, the lab will correct, provide the corrective action, and re-test the samples. |
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| ● | The 2024 East Limb model QA/QC report includes 71,194 regular core samples, 3,171 CRMs, 3,167 blanks, and 797 field duplicates. There were 1,143 reject duplicates and 5,022 pulp duplicates completed by Actlabs. Additionally, 284 reject duplicates and 555 pulp duplicates were completed by SGS. Actlabs and SGS are independent of the Company. |
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| ● | The 2024 West Limb model QA/QC report includes 159,214 regular core samples, 6,996 certified reference materials (CRMs), 7,004 blanks, and 2,454 field duplicates. There were 3,011 reject duplicates and 14,100 pulp duplicates completed by Actlabs. |
| --- | --- |
| ● | 1% of samples were selected for umpire analysis at the on site Musselwhite lab. Starting in January 2024 the Umpire lab for SGS is Actlabs. |
| --- | --- |
| ● | 1% of samples were selected for resubmission to the original assay lab as blind pulp checks. |
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| ● | Specific gravity measurements are taken at Musselwhite Mine by Exploration Geologists and quality control is done by the geologist doing the monthly logging peer review by re-measuring selected samples in the of the exploration and production drill holes. As of January 2023, external checks were done by sending 5% of specific gravity samples to Actlabs Dryden. Since January 2024 SG checks are sent to SGS Red Lake. |
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| ● | The West Limb model included 11,998 new density measurements. Quality control checks were completed on 152 internally and 426 completed through an external lab. |
| --- | --- |
| ● | The East Limb model included 7,745 new density measurements. |
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MINERAL PROCESSING AND METALLURGICAL TESTING
Metallurgical test work completed on variability samples selected from across the current reserve shows minor to no amounts of elements and minerals that are deleterious to gold recovery and reagent consumption. Ores to be processed over the current life-of-mine are consistently of moderate hardness, with respect to grinding. Gold recoveries are expected to remain high, on average, with occasionally lower gold recovery resulting from elevated sulfide sulfur content and potentially changing gold mineralogy. Sulfide sulfur content did not explain all recovery outliers and variability.
MINERAL RESOURCES ESTIMATE
See “Summary of Mineral Reserve and Mineral Resource Estimates” above for the Mineral Resources estimate table.
The key steps applied to the block modeling processes are as follows:
| ● | Validation of Geology Wireframes – Peer review and validation of interpretations. |
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| ● | Exploratory Data Analysis – Statistic on data and domaining based on stratigraphic unit and fault block. |
| --- | --- |
| ● | Variography – Variography for the unfolded domains was done on the unfolded data, variography for the domains that are not unfolded was done on the folded data. Down hole, omni-directional and directional variograms were calculated and modeled on uncapped data. |
| --- | --- |
| ● | Model Construction - Block models were constructed using 1m x 10m x 5m parent blocks with a sub cell size of 1m x 2.5m x 2.5m to account for resolution in the folded geology. The block models are non-rotated and aligned north-south with the primary Musselwhite Mine grid. |
| --- | --- |
| ● | Grade Interpolation – Completed using Ordinary Kriging. |
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| ● | Estimation Validation – Validation is completed using a combination of visual checks, swathplots, global bias, and reconciliation performance. |
| --- | --- |
| ● | Mineral Classification – Classification was performed using the 3-hole rule to determine the average distance to the nearest three drillholes informing each block, and then classify based on threshold distances based on the current drillhole spacings defined for each class. After the initial classification based on the 3-hole rule, an algorithmic cleaning step was performed to clean the classification using an anisotropic search filter in order to smooth classification in the down plunge direction of continuity. After applying the cleaning filter, additional downgrades to classification were performed on lithology domains that |
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| do not have sufficient geological understanding on controls of mineralization to support Measured or Indicated classifications. A final manual cleaning was then performed by visually inspecting the model for areas where isolated volumes of one classification were surrounded by blocks of a different class, and reclassifying (upgrading or downgrading) to improve consistency. | |
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| ● | Comparisons to Previous Model – Visual and numerical comparison to previous models were completed where it was practical to do so. |
| --- | --- |
The gold price of US$2,800/oz is used in the December 31, 2025 Mineral Rources estimate for Musselwhite.
MINERAL RESERVE ESTIMATION
See “Summary of Mineral Reserve and Mineral Resource Estimates” above for the Mineral Reserve estimate table.
The mine design, scheduling, and Mineral Reserve estimate were prepared by the technical services department at Musselwhite and verified by the QP responsible for these estimates.
Material factors that may cause actual results to materially vary from the conclusions, estimates, designs, forecasts, or projections, include any significant differences in anyone, or more, of the material factors, or information, including metal prices, mining methods, mining dilution and recovery, labor costs, consumables costs, metal recoveries and transportation costs.
Musselwhite employed procedures recognized in the mining industry to estimate Mineral Reserves. The method consists of converting Measured and Indicated Mineral Resources to proven and probable reserves by identifying material that exceeds the cut-off grade while conforming to the geometrical constraints determined by the mining method and applying modifying factors such as dilution and mining recovery.
The conversion of Mineral Resources to Mineral Reserves involves the application of modifying factors. The economic modifying factors used in estimating the Mineral Reserve are metal prices and cut-off, while the mining modifying factors used in the estimate are dilution and mining recovery.
The gold price of US$2,300/oz is used in the December 31, 2025 Mineral Reserve estimate for Musselwhite.
Mineable Shape Optimizer (MSO) embedded in Deswik mine design software was used to determine the mineable portion of the Mineral Resource. The application generates and evaluates potentially mineable shapes in the geological block model to define optimal stope designs that maximize the economic value of the orebody.
MINING OPERATIONS
The deposit consists of seven (7) zones called West Limb (WEL), Upper Lynx (ULYNX), Redwings (RDW), Lynx North (LNXN), Lynx (LYNX), T-Antiform (TANT), and PQ Deeps (PQD) which contains the majority of the ore reserve.
GEOTECHNICAL
The Musselwhite Mine has developed geotechnical systems that are standard for underground operating mines in Ontario and Canada. The standards are based on protocols outlined in the following key documents:
| ● | Musselwhite Mine Ground Control Management Plan (GCMP) dated May 15, 2025 |
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| ● | Musselwhite Mine Seismic Risk Management Plan (SRMP) date May 15, 2025. |
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Musselwhite Mine has an ongoing process of geotechnical data collection involving the systematic gathering, analysis, and interpretation of information about the expected and encountered ground conditions. This data is then used to define the pre-mining condition by defining the rockmass classification system and compare against empirical methods to define the appropriate stope/drift spans, underground support requirements and pillar dimensions. Designs are further complemented with 3D numerical modeling. This is further updated during mining and post mining to address changing ground conditions to identify changes to the mining sequence, stope sizing, ground support, and seismic re-entry protocols.
The Musselwhite Mine rock mechanics department also completes various types of underground operation reports due to fall of ground and seismic damage events. These reports are used to assist with making operational changes to address safety and production challenges.
The key geotechnical challenge at Musselwhite Mine is the transition from a lower stress seismic environment to a medium and higher stress environment within the PQ Deeps zone. Musselwhite Mine has addressed seismic related events by changing to ground support, planned extensions to the seismic system and pre-conditioning of secondary transverse stopes. Additional operational considerations may be required as the seismicity in the mine increases including just in time development, modifications to re-entry protocols, changes to mining sequence, stope size review, expansion of stope pre-conditioning and increased ground support requirements in order to meet future production plans. These types of operational considerations will need to be studied by the Musselwhite Mine with assistance from external consultants as required.
HYDROGEOLOGY
The underground mining is directly below Opapimiskan Lake. Three (3) type of water inflows are considered as risk. The greatest inflows risk is the result of a major instability in the crown pillar (i.e., wedge failure or collapse of the surface crown). A second risk is the un-grouted exploration boreholes drilled directly below the pond (in winter). The third risk would be the potential excavation of fractures (such as dyke or water bearing faults) intersection inflows. Several consultants have been invited to carry out hydrogeology related studies. Itasca Consultant Canada Inc. (Itasca) evaluated the crown pillar design thickness between 25 to 35 m and determined it is within the stable limit.
MINE DESIGN
The Mineral Reserve estimate is based on a mine design and schedule which was prepared in Deswik software. The development parameters used for mine design and planning include the cross-sections of drifts and ramps, the diameter of ventilation raises, and the advance rates for the diverse headings. The production parameters include mining methods, pillar thicknesses, dip constraints, minimum mining widths, stope dimensions, and production rates.
STOPING METHODS
The mining method predominantly in use at Musselwhite is sub-level blasthole stoping with backfill. The sub-level blasting stoping method is excavated using three methods:
| ● | Standard AVOCA method; |
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| ● | Modified AVOCA method; and |
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| ● | Transverse Longhole method. |
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The AVOCA and Modified AVOCA mining methods are the standard mining method for most of the orebodies (e.g., Redwing, West Limb, Lynx) above the 4090 m mine elevation (1220 m Level) and where the orebody width has increased at depth, below 4090 m to 3750 m elevations, the mining method has changed to Transverse (PQ Deeps).
MINE INFRASTRUCTURE
Musselwhite Mine is a mechanized mine, and access to the underground workings is provided by a system of ramps. The main ramp extends from the portal (5290EL) to 3810EL in the PQ Deeps.
Ore extracted from the PQ Deeps zone is hoisted by an internal winze to the 280 mL. From the Truck Loadout (TLO) on 280m L ore is transferred to a dumping point at 400 mL, and thereafter conveyed to surface. The distance between the TLO and the 400 mL dump point is approximately 3,000 m in a ramp of + and -15%. The current average trucking performance on this level is around 320 t per shift per truck.
In the LoM, around 60% of the total annual ore production will be produced from the PQD.
The cement slurry for the cemented rockfill is produced underground by a portable cement slurry plant. The cement powder is transported underground by tote bag with a flatbed truck that carries 4 bags per trip. Only three (3) to four (4) trips can be transported per shift. Musselwhite has recognized that this process is inefficient and creates delays in the mining sequence of the PQ Deeps zone. Options to improve this process are under evaluation.
The underground mine has two (2) independent pump systems, one cascading system from the 770 mL to the 220 mL and pumped to the Tailings Storage Facility (TSF). On the 770 mL, an UV system is installed to remove bacteria where this industrial is directed to an underground reservoir that feeds the PQ Deeps zone.
The pumping on the 537 Level collects the ground water from the mid mine and esker. This water is directly pumped to the surface.
The mine is serviced by an underground repair shop and two underground service bays for light breakdown repairs. Major repairs and overhauls are conducted in the surface maintenance facility.
MINE EQUIPMENT
Musselwhite is a mechanized mine employing rubber-tired diesel equipment for all phases of mining operations. Its mobile mine equipment fleet includes seven (7) jumbo drills, two (2) cable bolters, three (3) longhole production drill rigs, fifteen (15) Load Haul Dumps (LHD), fourteen (14) 45-ton underground mine trucks, two (2) transmixers, one (1) shotcrete sprayer and seven (7) explosives chargers, and a number of ancillary vehicles for mine services and personnel. The mine ventilation system takes into consideration the air flow required to remove the exhaust products from internal combustion engines.
MINE PERSONNEL
The underground mine works two (2) 12-hour shifts, and there are four (4) rosters, working rotations of 14 days on and 14 days off. Currently, Musselwhite is using an underground contractor to supplement their development crews and perform cemented rock fill (“CRF”) plant operation. A single contractor production drill (Stopemaster) is in use on site to support the three company longhole rigs. All other production activities (except development) are performed by Musselwhite personnel.
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PROCESSING AND RECOVERY OPERATIONS
The Musselwhite processing facility was constructed in 1996 and began operations in 1997. The total operating life of the mill has been over 25 years. Upgrades over time have increased the original processing design throughput from 3,200 tonnes per day (tpd) to 4,000 tpd nominally (Samuel Engineering, 2018). Mill throughput is currently limited to approximately 1.1 Mtpa by mine production, which is the current life-of-mine plan requirement. Average gold recovery has been above 95% over the last 15 years of operation.
The Musselwhite process flowsheet begins with primary crushing underground. The product from the primary crusher reports to a secondary crusher on surface and is then milled in an open-circuit rod mill followed by a closed-circuit ball mill. The ball mill circuit contains gravity concentration and intensive cyanide leaching. The grinding circuit product passes through the remaining gold extraction processes consisting of cyanide leaching, carbon-in-pulp adsorption, carbon elution and regeneration, electrowinning and refining. Doré bars assay approximately 90% gold. Mill tailings are first treated in a two-thickener counter-current-decantation circuit to recycle cyanide, followed by cyanide detoxification, thickening and final deposition.
PROJECT INFRASTRUCTURE
The Musselwhite Mine has been in production since 1997 and has the necessary infrastructure required to support the current underground mining operation. This includes, but is not limited to, process plant, laboratory, airstrip, fuel storage, chemical storage, power supply, water supply, tailings storage facility, camp, waste facility, and all the necessary offices, warehouses, and workshops to sustain the current operation.
ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT
The Musselwhite Mine underwent a federal Environmental Assessment (EA) prior to going into production in 1997. To support the EA process, an Environmental Impact Statement (EIS) and Comprehensive Study Report were completed in 1995 (Newmont, 2024a). In addition, the mine has received several provincial environmental approvals over the years. One of the main approvals is the Environmental Assessment (EA) for the installation and operation of up to 20 megawatts of diesel-generated capacity, as mandated by the former Electricity Project Regulation (O.Reg. 116/01). The on-site diesel generation is comprised of eleven (11) diesel generator sets with varying outputs. Public and Indigenous Communities (ICs) consultation was completed during the preparation of the EA.
The site has extensive monitoring programs that are reported to regulatory agencies on a regular basis, in accordance with regulatory requirements. Comprehensive surface and groundwater monitoring supports a detailed understanding of current conditions and is incorporated into predictive models to support risk mitigation and closure planning.
The latest amendment to the Closure Plan for the mine was completed in 2018 and filed in 2019 (SNC-Lavalin, 2018) and the associated Financial Assurance was recently updated, at the request of the Ministry of Mines (MINES) to account for inflation from 2018 to 2024. Musselwhite complies with the requisite bonding levels for the implementation of the approved Closure Plan. The next update to the Closure Plan is tentatively scheduled for late 2026 to early 2027 and will incorporate findings from various ongoing studies, monitoring and predictive modelling.
Mining impacted water is routed from the TSF Pond and either recycled back to the mill or pumped to the Polishing Pond from where it is discharged seasonally through a treatment wetland. Primary inputs to the TSF Pond include bleed water from tailings deposition, dewatering from the underground workings, pump back from the groundwater interception system and seepage collection pond and direct precipitation. The mine consistently meets water quality discharge limits although it is understood that levels of Co are somewhat elevated and both Fe and As have been flagged as potential contaminants of concern. Studies are ongoing to characterize TSF geochemical performance and predict future water quality and possible requirement for additional mitigations.
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Musselwhite Mine is located on the traditional territory of North Caribou Lake First Nation and the mine’s associated activities are within the shared traditional territories of the Nations. Kingfisher Lake is located 58 km to the northeast; North Caribou Lake is located 76 km to the northwest; Wunnumin Lake is located 84 km to the east; Cat Lake is located 140 km to the southwest, and Mishkeegogamang is located 30 km south of Pickle Lake. Kingfisher Lake and Wunnumin Lake First Nation communities are affiliated with the Shibogama First Nation Council. North Caribou Lake and Cat Lake are affiliated with the Windigo First Nations Council. Mishkeegogamang is an independent band (SNC-Lavalin, 2018).
Musselwhite has identified more than 150 stakeholders including Indigenous Communities (IC) Signatory and affiliates communities, Indigenous Organizations and community members outside of Signatory Communities, municipalities, government and regulators, suppliers, contractors, consultants, Academy/Training Partner and others (Civil Society, Chamber of Commerce, Community Investments, Mining Associations) (Newmont, 2024).
Musselwhite was one of the first mines in Canada to enter into a comprehensive agreement with local ICs. The agreement is called the Musselwhite Agreement and was originally signed in 1992. Signatories of the Musselwhite Agreement are four ICs and two First Nation Councils. These include North Caribou Lake First Nation, Cat Lake First Nation, Kingfisher Lake First Nation, Wunnumin Lake First Nation, Windigo First Nation Council, and Shibogama First Nation Council. The Musselwhite Agreement has been reviewed and renegotiated in the past, with the last amendment being completed in 2019. There is also a Trapper Compensation Agreement with North Caribou Lake First Nations and a Cooperation Agreement with Mishkeegogamang First Nation. The Musselwhite Agreement sets targets for ICs employment, opportunities for business development, and environmental protection. The Agreement establishes revenue sharing, implementation funding and environmental funding. The established target for the percentage of ICs employees included in the Musselwhite Agreement has proven to be challenging despite continuous operator efforts.
CAPITAL AND OPERATING COSTS
| | | | | | |
|---|---|---|---|---|---|
| Item | 2025 Actual | | 2026 Guidance | ||
| Sustaining Capital (m) | $ | 72.0 | $ | 120 | |
| Non-Sustaining Capital (m) | $ | 23.4 | $ | 55 | |
| All-in Sustaining Costs(1) (/oz) | $ | 1,603 | $ | 1,650 - $1,850 |
All values are in US Dollars.
Note: (1) All-in sustaining cost is a non-GAAP measure. See “Non-GAPP Measures” above.
Musselwhite sustaining capital is primarily focused on underground development ($50 million), additional mining and mining support equipment ($30 million), and PQ Extensions development ($14 million) which continues to provide access for the purposes of ore extraction from this zone. Non-sustaining capital is also being deployed for the purpose of investing in future growth development and capitalized exploration. This includes capital development for the purposes of providing additional underground drill platforms, a significant increase in drilling activities from these platforms, and the continuation of the surface directional program.
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PRODUCTION, OUTLOOK, AND FUTURE PLANS
PRODUCTION
The Company acquired Musselwhite on February 28, 2025. The following table sets forth production at the Musselwhite Mine since March 1, 2025. For additional information, see the heading “Discussion of Operations – A. Musselwhite Mine, Canada – Musselwhite Operational Update” in the Company’s management’s discussion and analysis for the financial year ended December 31, 2025.
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| | | | | | | Ore Grade | | | | | | |
| | | Ore Mined | | Ore Milled | | Milled^(1)^ | | MillRecovery | | Gold Produced | | Gold Sold |
| Year | | (t) | | (t) | | (g/t) | | Rate | | (oz) | | (oz) |
| 2025 | 1,107,311 | 1,089,896 | 6.04 | 95.77 | % | 203,856 | 198,970 |
Full year gold production at Musselwhite was 236,908 ounces, of which 203,856 ounces were produced after acquisition by Orla.
In 2026, Musselwhite plans to mine and process approximately 1.2 million tonnes of ore at an average grade of about 6.25 g/t. To support this production profile, the mine is targeting approximately 12,000 metres of lateral development, representing an increase of roughly 2,000 metres over 2025. Mined and processed grades are expected to improve sequentially through the year, building through the first three quarters before stabilizing, and ranging from approximately 5.00 to 7.00 g/t, positioning the second half of the year as a particularly strong production period. Approximately 60% of ore tonnes will be sourced from PQ Extensions with the remainder of tonnes being derived from other areas of the mine.
PLANNED 2026 EXPLORATION
For 2026, Orla plans to continue to advance the second year of its two-year exploration program, building on programs initiated in 2025. Efforts will continue to target the Mine Trend Extension, underground Mineral Resource and Reserve growth, and selective near-mine satellite opportunities, supporting potential mine life extensions and future operational expansions. The deep directional surface, underground exploration and follow-up near-mine surface programs are already ongoing.
THE CAMINO ROJO PROJECT
The following disclosure relating to the Camino Rojo Project has been derived, in part, from the technical report titled “NI 43-101 Technical Report Camino Rojo Project, Zacatecas State, Mexico” dated March 18, 2026, with an effective date of September 30, 2025 (the “Camino Rojo Report”), prepared for the Company by Andrew Boushy, P. Eng., and David Frost, FAusIMM, of DRA; Caleb Cook, P.E., Kappes, Cassiday & Associates (“KCA”); Marie-Christine Gosselin, P.Geo., Frank Palkovits, P.Eng., James (Jim) Theriault, P. Eng., and Luis Vasquez, P.Eng., of SLR; Andrew Kelly, P. Eng., of Blue Coast Research Ltd. (“BCR”); and Patrick James McCann, P. Eng., of Entech Mining Ltd. (“Entech”), each of whom is independent of the Company and a QP under NI 43-101, and Sylvain Guerard, P.Geo., Senior Vice President Exploration at the Company, and Stephen Ling, P.Eng., Director of Technical Services at the Company, each of whom is a QP under NI 43-101. Neither of Mr. Guerard or Mr. Ling are independent of Orla for the purposes of NI 43-101 as they are employees of the Company.
Reference should be made to the full text of the Camino Rojo Report, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, as the Camino Rojo Report contains additional assumptions, qualifications, references, reliances, and procedures that are not fully described herein.
Unless otherwise indicated, technical information disclosed herein since the release of the Camino Rojo Report has been updated under the supervision of, or reviewed, in the case of Mineral Resources, by Marie-Christine Gosselin, P. Geo, of SLR, and in the case of mining and Mineral Reserves, by Stephen Ling, P.Eng., Director of Technical Services at Orla, each of whom is a QP under NI 43-101.
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PROJECT DESCRIPTION, LOCATION, AND ACCESS
The Camino Rojo Project is located in the Municipality of Mazapil, State of Zacatecas, Mexico, and situated along a wide, flat valley near the village of San Tiburcio. The property lies 190 km northeast of the city of Zacatecas, 48 km south-southwest of the town of Concepción del Oro, and 54 km south-southeast of the Peñasquito Mine owned by Newmont. The Camino Rojo Project area is centered at approximately 244150 E 2675900 N UTM NAD27 Zone 14N.
Access to the Camino Rojo mine site is by the paved, four lane Mexican Highway 54 and by Route 62, a secondary paved highway that passes through San Tiburcio. The Camino Rojo mine site is approximately 260 km southwest of Monterrey and 190 km northeast of Zacatecas. A private road enters the Camino Rojo Project approximately 250 m northeast of the intersection of Highway 54 and Route 62. This road provides access to the camps, offices, mine, process plant, and other Camino Rojo Project facilities. Camino Rojo site access roads include approximately 20 km of paved, dirt, and gravel roads. There are numerous gravel roads within the property linking the surrounding countryside with the two highways. There are very few locations within the property that are not readily accessible by four-wheel drive vehicle.
The Camino Rojo Project’s mineral rights are held by Orla’s Mexican subsidiary, Minera Camino Rojo S.A. de C.V. (“MCR”), in seven concessions covering 138,639.75 hectares (ha). Surface rights in the Camino Rojo Project area are owned by several federally defined agrarian communities (“Ejidos”). The land that includes the Mineral Resource at the Camino Rojo Project is controlled by the San Tiburcio Ejido. Exploration work has been carried out under the authority of agreements between the Camino Rojo Project operators and the Ejidos. Payment has been made in full at the time of signing the relevant expropriation agreement and no further payments are due to the Ejidos. Such agreement is valid and expires in 2043 and covers the area of the Mineral Resource discussed in the Camino Rojo Report. Orla is party to certain surface rights agreements requiring payments to maintain good standing. However, such agreements cover areas of the Camino Rojo Project outside of the relevant areas to the Mineral Resource and Mineral Reserve estimates presented in the Camino Rojo Report.
On December 21, 2020, Orla announced that it had entered into an agreement (the “Layback Agreement”) with Fresnillo plc (“Fresnillo”), granting Orla the right to expand the Camino Rojo oxide pit onto a portion of Fresnillo’s 782 ha “Guachichil D1” mineral concession, Title 245418, located immediately to the north of Orla’s Camino Rojo Project. The Layback Agreement received Federal Competition Commission (Comisión Federal de Competencia Económica) approval in February 2021, and the surface access rights were ceded in December 2022.
Under the terms of the asset purchase agreement dated June 20, 2017 (“Acquisition Agreement”) between Orla and Goldcorp Inc. (“Goldcorp”), a subsidiary of Newmont, Newmont acquired a 2% NSR royalty on all metal production from the Camino Rojo Project, except for metals produced under a sulphide joint venture option as stipulated in the Acquisition Agreement. On October 27, 2021, the 2% NSR royalty was sold to Maverix Metals Inc. (which was subsequently acquired and is wholly-owned by Triple Flag Precious Metals Corp).
A 1% royalty is payable to the Mexican government as an Extraordinary Mining Duty, mandated by Federal Law, and applies to precious metal production from all mining concessions, regardless of owner or other royalty encumbrances. This royalty was increased to 1% from 0.5% and is in effect starting in 2025.
As of the effective date of the Camino Rojo Report, the authors thereof were not aware of any significant factors or risks that may affect access, title, or the right or ability to perform work on the Camino Rojo Project. A valid surface access agreement allows Orla to explore and develop the Camino Rojo Project, and surface access rights were ceded under the Layback Agreement in December 2022. No risks to the validity of title have been identified and permits for normal exploration and exploitation activities are expected to be attainable. See “Environment and Permitting” below for additional information.
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HISTORY
The Camino Rojo deposit was discovered by geologists under contract to Canplats Resources Corporation (“Canplats”) in mid-2007. The Camino Rojo deposit was concealed beneath post-mineral cover in a broad, low relief alluvial valley adjacent to the western flank of the Sierra Madre Oriental. A shallow pit excavated through a thin veneer of alluvium, located adjacent to a stock pond (“Represa”) was the discovery exposure of the deposit. Canplats began concurrent programs of surface geophysics and reverse-circulation (“RC”) drilling in late 2007 and began core drilling in 2008. Elevated chargeability zones from the surface geophysics were interpreted as large volumes of sulphide mineralized rocks. Drilling by Canplats, and later drilling by Goldcorp, confirmed the presence of sulphide mineralization at depth in the Represa zone (now the Camino Rojo deposit), and a deeper sulphide mineralized zone to the southwest at Don Julio (now part of the Camino Rojo sulphides zone).
Canplats was acquired by Goldcorp in early 2010. Validation, infill, condemnation, and expansion drilling began in January 2011, mostly focused on the Represa and Don Julio zones, and their immediate surroundings. Airborne gravity, magnetic and transient electromagnetic surveys were carried out, and rotary air blast (“RAB”) and RC drilling tested other exploration targets within the concession.
Orla acquired the Camino Rojo Project from Goldcorp in 2017. Mineral Resource and Mineral Reserve estimates prepared prior to Orla’s acquisition of the Camino Rojo Project are considered to be historical in nature and should not be relied upon.
The Camino Rojo Oxide Mine achieved its first gold pour in December 2021 and began commercial production in April 2022. No prior production occurred on the Camino Rojo Project.
See “Production, Outlook, and Future Plans” below for additional information on the Company’s production and exploration activities at the Camino Rojo Project.
GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT TYPES
The Camino Rojo deposit is located beneath a broad pediment of predominantly Tertiary and Quaternary alluvium and sedimentary rocks along the boundary between the Mesa Central physiographic province and the Sierra Madre Oriental fold and thrust belt near the pre-Laramide continental-margin. The oldest rocks are Triassic metamorphic continental rocks overlain by Early to Middle Jurassic red beds. Upper Jurassic to Upper Cretaceous marine facies rocks overlie the red beds at a disconformity and comprise a package of shelf carbonate rocks comprising the Zuloaga to Cuesta del Cura Formations and the basin-filling flysch sediments of the Indidura and Caracol Formations. The deposit lies within the southern extent of the northwest striking San Tiburcio fault zone.
Mineralization styles in the region include polymetallic and gold-copper skarn and limestone manto (replacement) silver-lead-zinc sulphide ores. The nearest significant producing mines or past producers are Newmont’s Peñasquito mine, located 53 km north-northwest of Camino Rojo, and various mines of the Concepción del Oro district, 47 km north-northeast of Camino Rojo. The Peñasquito mine exploits gold-silver-lead-zinc mineralization hosted in igneous diatreme-breccias and the surrounding Caracol Formation.
The Camino Rojo Project geology is dominated by siliciclastic and carbonate Cretaceous sedimentary units which are intruded by northeast-southwest and east-west striking mafic to intermediate dikes. The Camino Rojo Project-scale map pattern is dominated by northeast vergent folds, commonly cored by limestones of the Cupido Formation. Northeast directed shortening is pre- to post-tectonic with respect to intrusion of dikes and formation of ore-stage polymetallic veins and mantos. Cenozoic extension resulted in the formation of horsts and grabens at the Camino Rojo Project.
The Camino Rojo deposit is gold-dominant, with lesser silver, lead and zinc and displays transitional mineralization styles, forming a continuum between intermediation sulphidation epithermal and skarn mineralization. The oxide and the Caracol-hosted sulphide zones exhibit characteristics typical of intermediate sulphidation epithermal deposits, while zone 22 shows features of distal skarn zones. The
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Late Cretaceous Caracol Formation is the primary host of Camino Rojo oxides and Camino Rojo sulphides mineralized zones, while zone 22 extends into the underlying carbonate-rich Indidura, Cuesta del Cura, La Peña and Cupido formations.
The distribution of auriferous mineralization at the Camino Rojo Project is controlled by steep northwest and shallow south dipping polymetallic veins within the siliciclastic hosted Oxide and Sulphide zones. Within the carbonate hosted zone 22, auriferous mineralization is controlled by disseminated, patchy and massive polymetallic sulphide replacement (manto type) of carbonate strata and sulphide breccias along the margins and crosscutting dioritic dikes. Pervasive, near surface oxidation extends to approximately 150–200 m below surface, and extends to greater depths along structurally controlled zones of fracturing and permeability.
Orla geologists developed, and the QP reviewed, multiple geological models in Leapfrog using an implicit modelling approach with manual adjustments such as polylines and points. Additionally, models of the oxide, alteration, geometallurgical domains, arsenic, structures, and organic carbon were created. The QP confirmed the provided geological models were suitable for Mineral Resource estimation.
EXPLORATION
Orla continues to conduct exploration activities across parts of its Camino Rojo mining concessions. Numerous regional exploration activities have been executed, including mapping, prospecting, diamond drill holes (“DDH”), RAB, and RC drill programs, geophysical surveys, and soil, rock and biogeochemical sampling since the acquisition of the property in October 2017. In addition to regional drilling, Orla has also conducted numerous other regional exploration activities across portions of its mining concessions. This includes mapping, prospecting, geophysical surveys (1,103.8 km^2^ drone magnetometry, 243 km^2^ gravity, 346 km^2^ induced polarization), soil sampling (18,086 samples), rock sampling (3,2133,273 samples) and biogeochemical sampling (22 samples).
Induced polarization geophysical surveys, totaling 346 km^2^. have been completed in various areas across the Camino Rojo Project. Generally, the grids were designed with 200 / 400 / 800 m line separation and 100 m station spacing. Dipole spacing was selected to search for features at depths greater than 100 m to 200 m.
A total of 1,103.8 km^2^of drone magnetometer (MAG) surveys has been flown across the property. The grids were designed with north-south trending flight lines spaced at 100 m with an average survey elevation of 35 m. Additionally, 243 km^2^ of gravity surveys have been completed across the property. The grids were designed with 200 m line separation and stations every 200 m.
Orla’s 2025 regional exploration program included:
| ● | A ~5,000 m regional drill program, following up on two positive drill results from 2024 (Hacheros and Lago Azul) and drill testing two new targets (Majoma and Miserias). |
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| ● | Target generation and definition activities including prospecting, mapping, soil sampling, rock sampling and magnetic drone survey across the Majoma-Miserias target areas. |
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The four regional targets tested by Orla in 2025 were:
| ● | Hacheros: bleached and highly fractured Indidura Formation, with Fe-oxides and carbonate veinlets along fractures. Follow-up on a positive drill hole result from 2024. |
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| ● | Lago Azul: prospective northwest-southeast trending structure with Ag-epithermal characteristics. Follow-up on a positive drill hole result from 2024. |
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| ● | Majoma: phyllic alteration and proximity to potential intrusive source in Caracol Fm. Subtle high-level magnetic anomalies have been identified through MAG drone survey. Soil sampling and IP anomaly. |
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| ● | Las Miserias: geochemical anomalies in rocks and soil samples have been observed. Mapping and analysis of historical RAB drilling has identified silicification and oxidized breccias with hydrothermal minerals. |
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Other potential regional drill targets identified by Orla include:
| ● | Guanamero East: alteration at Caracol Formation contacts with abundant intermediate dikes as potential heat/fluid source of the alteration. Gold mineralization intercept in historical drilling. |
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| ● | Berrendo: a colluvium covered area, geochemical anomalies and alteration intersected in historical RAB drill holes. Northeast magnetic highs, NNW faults with Mn-calcite veining. Alteration zones in Caracol Fm. include chlorite +/- Mn-calcite, or sericite-K-feldspar or K-illite-chlorite. |
| --- | --- |
| ● | La Sierrita: northeast trending oxidized hydrothermal calcite veins, soil anomalies, boiling textures and polyphasic breccia with altered clasts. |
| --- | --- |
| ● | Potrero: Northwest-trending San Tiburcio structure in Caracol Fm. Au mineralization intercept along northeast trend from historical drilling. |
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DRILLING
The drill hole database for the Camino Rojo Project contains 1,651 drill holes and 543,635 m of drilling.
| ● | During 2007 and 2008, Canplats drilled 121 holes, comprising 92 RC holes and 29 DDH holes, for 39,831 m of drilling. |
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| ● | Between 2011 and 2015, Goldcorp drilled 779 holes for 328,587 m of drilling. These were 95 RC holes, 306 RAB holes, and 378 DDH holes. The 2015 holes and some of the late 2014 holes were drilled for geotechnical investigations. |
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| ● | Orla drilling includes all drilling conducted between 2018 to June 30, 2025, including resource drilling, regional exploration, condemnation, etc. |
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CANPLATS
Canplats conducted drilling during 2007 and 2008. Four PQ (85.0 mm) holes were drilled to collect metallurgical samples and three of them have assays for individual samples in the SLR database (CRM-006, CRM-014, and CRM-020). There are no assays available for CRM-038. Canplats’ drilling discovered and partially delineated the oxide mineral deposit that occurs at the northeast end of the Camino Rojo deposit, in the Represa zone, and discovered the deeper sulphide deposit to the southwest, in the Don Julio zone.
GOLDCORP
Goldcorp conducted drilling from 2011 to 2015. The RC holes were 4.75 inches to 5.125 inches in diameter (12 cm to 13 cm). The core holes were generally HQ core. In addition to the core and RC holes, 306 RAB holes were drilled. The average depth of these holes was only about 100 m, and they were mostly peripheral to the main deposit area. Downhole surveys were conducted for the core and RC drilling but not for the RAB holes. They were assumed to be vertical.
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ORLA
Orla has conducted drilling programs from 2018 through to the effective date of the Camino Rojo Report. Core is usually HQ, and for RC a 5 ¼” (13.34 cm) diameter face return bit with shroud is used.
For core holes, core logging by Orla personnel was conducted on unsplit whole core. Lithology, structure, alteration, oxidation, and mineralization data were recorded on paper drill logs, then transcribed into an electronic database from 2018 to 2021. Rock quality designation and core recovery information was similarly captured. During 2021, paper logging was replaced by electronic logging using Geobank software; in 2023 Orla switched to MX Deposit software. Drill core was photographed prior to sampling.
For RC, RC chips were logged by Orla geologists. Lithology, alteration, oxidation, and mineralization data were recorded on paper drill logs, then transcribed into an electronic database. During 2021, paper logging was replaced by logging electronically with Geobank software. Drill cuttings were sampled by splitting the sample at the drill rig with a cyclone, or in the case of wet samples, with a rotary splitter. Depending on recovery, a ½ or ¼ split was sent for assay and the remaining sample preserved and stored in warehouses in San Tiburcio.
Gyroscopic downhole surveys were completed for both diamond core and reverse circulation drill holes by Silver State Surveys Inc., supported by their Concepción del Oro, Zacatecas office.
Orla has conducted various near-mine drilling programs between 2020-2025. In 2025, Orla continued to focus on Zone 22, with the objective of confirming, upgrading and extending the continuity of high-grade polymetallic mineralization along the down-plunge extension of the Camino Rojo deposit, to support an updated underground Mineral Resource estimate. Drill spacing was tightened to 30–80 metres within the upper 500 metres of Zone 22 to improve geological and grade continuity interpretation. The program returned high-grade intersections, including 9.8 g/t gold equivalent (“AuEq”) over 9.4 m in hole CRSX25-47B and 9.0 g/t AuEq over 7.9 m in hole CRSX25-48A, supporting the interpreted continuity of high-grade polymetallic mineralization. The initial 15,000 m program was completed in July. Based on encouraging results, an additional 5,000 m was allocated to further test Zone 22.
See Section 10 of the Camino Rojo Report for additional information on drilling conducted at the Camino Rojo Project and “Outlook and Future Plans” below for information on drilling activities completed by the Company subsequent to the effective date of the Camino Rojo Report.
SAMPLING, ANALYSIS AND DATA VERIFICATION
SAMPLING AND ANALYSIS
Sample Preparation and Analysis
Orla drill core was sampled by cutting the core with a diamond saw and sending half of the core for assay and retaining half of the core in the core box for archive. Sample intervals were generally 1.5 m long, except where geologic contacts or lack of recovery required a different sample length. Sampling was conducted in secure facilities at the Camino Rojo Project core logging facility in San Tiburcio.
Orla has been managing the Camino Rojo Project process sampling and analysis since the 2018 drilling campaign. The ALS Chemex laboratory (“ALS”), located in North Vancouver, British Columbia, has served as the primary assay laboratory for routine surface and drill sample assaying in the Canplats, Goldcorp, and Orla drilling and sampling programs. All assays were conducted at ALS, which is certified under ISO 9001:2000 and 2008, and accredited under ISO 17025:2005. ALS operates independently of Canplats, Goldcorp, and Orla.
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Sample preparation occurred at the ALS laboratory located in Zacatecas, following the PREP-31 standard procedure:
| ● | Samples were dried at 105ºC, coarse crushed to 70% passing (P70) a 10-mesh screen (-2.0 mm), riffle split (200 g to 250 g), and pulverized to 85% passing (P85) a 200-mesh screen (-75 µm). |
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| ● | Gold was assayed using a 30-gram fire assay fusion, with Atomic Absorption finish (ALS Chemex Code Au-AA23). Over-limits (10.0 g/t Au) for gold were automatically re-assayed using a 30-gram fire assay fusion with gravimetric finish (method code Au-GRA21). |
| --- | --- |
| ● | A total of 34 other elements were determined using a multielement inductively coupled plasma – atomic emission spectroscopy (“ICP-AES”) instrument and four-acid sample digestion. Over-limits for silver, copper, zinc, and lead were automatically determined by ICP-AES and four-acid digestion for ore-grade samples. |
| --- | --- |
In 2024, samples with more than 1% sulphide content were tested using the Au-SCR21 screen fire assay.
Sample Security
Orla assumed control of the former Goldcorp facility in San Tiburcio, which now securely stores core samples, assay pulps, and RC chip trays. The site is enclosed and protected by locked gates. Orla personnel transport core boxes to its secure storage facilities in San Tiburcio at the conclusion of each drill shift. The core is labeled, photographed, logged, and sampled under the supervision of staff geologists. The geologists define the intervals for sampling, after which the drill core is split following established procedures. Following cutting, half of the core is placed in a plastic sample bag, while the other half is returned to the core box. Each sample is tagged and bagged, with quality control samples inserted into the sampling sequence. Samples destined for assay are packaged into shipping bags and dispatched directly to the ALS sample preparation facility in Zacatecas. Sampled holes, rejects, and pulps are retained after analysis in storage facilities at the site.
QA/QC
Orla has implemented a more robust quality assurance / quality control (“QA/QC”) program during its drilling campaigns, which included 908 coarse blank, 907 CRM, 1,764 field duplicate, 497 coarse duplicate, and 508 pulp duplicate samples as well as 48 pulp duplicate check assays from blast holes sent to Bureau Veritas Laboratories in British Columbia, Canada, a third-party laboratory (independent of Orla) in 2019, accredited by SCC and holding certification ISO/IEC 17025.
Blank samples, consisting of unmineralized post-mineral volcanic rocks, were inserted at a rate of 1:50, ideally following visible gold or high-grade mineralization intervals.
Ten different CRMs sourced either by CND Resource Laboratories or Rocklabs of New Zealand were inserted every 50 samples. CRMs OXC145, OXD127, OXI121, OXI145 from Rocklabs were certified for gold and CRMs CDN-ME-1404, CDN-ME-1414, CDN-ME-1704, CDN-ME-1706, CDN-ME-2103, and CDN-ME-1409 were certified for gold plus the multi-element ICP spectrum.
Field duplicates were inserted into the sample stream at a rate of one in 50 and were selected and taken from either a split of the RC drilling chips or quartered drill core, which was later increased to half drill core samples. A total of 1,764 field duplicates were inserted blindly. Coarse duplicates were also inserted into the sample stream at a rate of one coarse duplicate every 100 samples. Pulp duplicates were inserted at the same rate.
The QP is of the opinion that the QA/QC protocols in place have been improved during the recent drilling phases, and a more continuous correction of biases in a timely manner has been observed. In general, good performances were achieved from CRMs and blanks, and acceptable precision rates from duplicates, considering the gold nugget effect at the Camino Rojo Project, however, the QP recommended certain improvements for the QA/QC program as set out in Section 11 of the Camino Rojo Report.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
DATA VERIFICATION
Mineral Resources
The relevant QP conducted cross-checks between the Camino Rojo assay database and ALS assay certificates and found no significant discrepancies. A detailed review included 630 drill holes using 3,254 assay certificates relevant 2007 to 2025, covering 229,273 core samples, and 135 RC drill holes with 171 certificates and 16,337 samples. Overall, the relevant QP verified 93% of the core and RC assays in the drill hole database. Minor discrepancies were detected, including certain samples from drill hole CRSX22-13 with inconsistent gold values, and investigation and correction are recommended. Other element values were consistent with original certificates. For RC samples, nine minor discrepancies were found, but were considered non-material. The relevant QP is of the opinion that the database is well maintained and verification procedures for Camino Rojo comply with industry standards and are adequate for Mineral Resource estimation.
Mineral Reserves
The relevant QP prepared checklists for the Camino Rojo open-pit Mineral Reserves process to ensure that all relevant aspects have been considered in the estimations and workflow, including a list of factors to consider based on the 2019 Canadian Institute of Mining, Metallurgy and Petroleum Estimation of Mineral Resources & Mineral Reserves Best Practice Guidelines and are completed and signed for every Mineral Reserves update by the QPs and reviewers.
Metallurgical Testing and Recovery Methods
The relevant QP reviewed the available metallurgical test work data supporting the metallurgical recoveries, production data, assumptions used in the life-of-mine (“LOM”) plan and reviewed sustaining and operating cost forecasts for the process plant. Additionally, during the site visit, the relevant QP reviewed the heap leach and processing facilities, reviewed laboratory operating procedures and met with site metallurgists to discuss metallurgical accounting methods. The relevant QP reviewed the available metallurgical test work data supporting the metallurgical recoveries used for the sulphide portion of the Mineral Resource estimate.
MINERAL PROCESSING AND METALLURGICAL TESTING
The Camino Rojo Project is an open pit heap leach operation which has been in production since late 2021. Ore is crushed at a rate of 19,200 tonnes per day to 80% passing 25 mm using a two-stage closed crushing circuit and conveyor stacked onto a leach pad in 10 m lifts. Lime is added to the material for pH control before being stacked and leached with a dilute cyanide solution. Pregnant solution flows by gravity to a pregnant solution pump box before being pumped to the Merrill-Crowe Plant for precious metal recovery. Gold and silver are precipitated from the pregnant solution via zinc cementation. The precious metal precipitate is dewatered using filters, dried in a mercury retort to remove mercury values, and smelted to produce the final doré product.
Overall, gold recovery from the start of operation through September of 2025 is 62% and silver recovery is 8% based on ounces recovered to doré, with an estimated inventory of 30,000 oz for gold and 510,000 oz for silver. These inventories include metals in solution, in-heap within partially leached ore and any areas not under leach including newly stacked ore and side slopes.
Overall, modeled recoveries versus actual production for gold is in good agreement with reasonable inventory levels. Gold inventory has recently started to increase due to several possible factors, including the processing of run-of-mine material and should be monitored and corrective actions taken if these values continue to increase. Silver shows a significantly larger variance, and several factors may be contributing to this including slower leach kinetics for silver than expected, insufficient free cyanide in solutions within the leach pad to maximize silver recovery, or too high silver recovery estimates. It is likely that the silver recoveries for the initial ores stacked and irrigated were overestimated; however, the QP recommended that the recovery estimates not be changed at this time as silver production has been improving significantly since 2023.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
There are no deleterious elements that could have a significant effect on potential economic extraction.
MINERAL RESOURCE ESTIMATE
See “Summary of Mineral Reserve and Mineral Resource Estimates” above for the Company’s current Mineral Resource estimates for the Camino Rojo Project.
SLR and the relevant QP estimated the Mineral Resources at the Camino Rojo Project, assuming both open pit and underground mining scenarios, primarily using diamond drill hole data. Mineral Resources for the Camino Rojo Open Pit have an effective date of December 31, 2025 and the Camino Rojo Underground Project have an effective date of September 30, 2025.
Orla provided the drill hole database, which the relevant QP reviewed and verified. The database includes over 1,000 drill holes totaling approximately 533,000 m, with detailed geological, assay, and geotechnical information. Only drill holes within the defined resource area were used in the Mineral Resource estimate. Geological models, including lithology, alteration, and geometallurgical domains, were developed in Leapfrog by Orla and reviewed by the relevant QP.
To prevent isolated high-grade assays from skewing the grade estimation, capping was applied based on statistical analyses. High-grade restrictions were also implemented in lower-grade domains (LG and OUT) to limit the impact of anomalous values. After capping, assays were composited into fixed 1.5 m intervals within mineralized wireframes, with short composites (under 0.45 m) added to the previous interval to maintain consistency in the estimation process.
The relevant QP estimated the Camino Rojo grade block model using ID² or ID³ interpolation in three to four passes, with hard boundaries across all domains and variable orientation. A density sub-domaining strategy was established using the high-grade, LG, and OUT domains based on oxidation levels (oxide [Ox], transition [Tr], and sulphide [Sx]), resulting in nine density domains, with values ranging from 2.4 g/cm³ to 2.67 g/cm³, that the QP considered appropriate for the deposit. An octree block model with 5 m parent blocks, sub-blocked to 1.25 m, was built in Leapfrog Edge. The relevant QP deemed the model and block size suitable for both open pit and underground mine planning. A 10 m x 10 m x 10 m regularized block model with the same origins has also been prepared for open pit reporting. The underground Mineral Resource estimates were reported from the sub-blocked model.
The relevant QP classified the Camino Rojo Mineral Resources based on drill hole spacing within key estimation domains (OxTrHi, 100, 200, 300, 500, and LG). Measured Mineral Resources, limited to the OxTrHi domain, required a drill spacing of greater than or equal to 25 m, visual validation with blast hole data, and grade continuity above the 0.25 g/t Au production cut-off. Indicated Mineral Resources were defined by spacing of approximately 25 m to 50 m and Inferred Mineral Resources by approximately 50 m to 100 m. Classification also considered drill hole geometry (minimum three holes) and data distribution. Where downdip drill holes lacked perpendicular support within 25 m in the 100 series, Indicated Mineral Resource blocks were downgraded to Inferred Mineral Resources.
The relevant QP validated the Camino Rojo block model using visual checks and statistical comparisons to ensure the reliability of domain flagging and interpolated grades. This included comparing block model grades to composite and blast hole assays, evaluating swath plots across estimation methods (inverse distance, ordinary kriging, nearest neighbor) and composites, and checking volumetric consistency between wireframes and the model. This update focused on the deeper mineralization in Zone 22 (located below the Caracol formation) and an updated reconciliation was not considered necessary since there were no material changes to the open pit portion of the model. The reconciliation results presented correspond to the March 31, 2025 Mineral Resource estimate. The reconciliation with the production grade control model confirmed good alignment for gold (2% tonnage, 1% grade, 3% ounces variance), while silver showed a 40% negative variance, attributed to differing assay methods. Overall, the QP concluded the model is robust and suitable for public disclosure.
The relevant QP engaged to estimate the Mineral Resources at the Camino Rojo Project is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimate.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
MINERAL RESERVE ESTIMATE
See “Summary of Mineral Reserve and Mineral Resource Estimates” above for the Company’s current Mineral Reserve estimates for the Camino Rojo Project.
Mineral Reserve estimates reflect the reasonable expectation that all necessary permits and approvals will be obtained and maintained. The Mineral Reserve estimate has an effective date of December 31, 2025.
Mineral Reserves are estimated assuming only heap leach processing and open pit mining methods.
To estimate open pit Mineral Reserves, the Camino Rojo Project’s updated block model was regularized and re-blocked to a 10 m x 10 m x 10 m cell size. Orla and the relevant QP completed several audits and verification exercises to ensure proper block model transfer and import into Hexagon MinePlan software.
No additional dilution or ore loss was added to the regularized block model. Compositing of assays and estimating blocks with multiple composites introduces some smoothing of model grades that are analogous to dilution and ore loss effects. Additionally, regularization and re-blocking of a sub-blocked model incorporates increased tonnage and grade dilution.
The pit optimization process was completed using Geovia’s Whittle software package. Only gold and silver are considered in the pit optimization, and the only material types considered are the oxide material with pervasive potassic alteration, oxide material with incipient potassic or phyllic alteration, transition material with high (60-90%) oxidation, and transition material with low (30-60%) oxidation. Given the two products (gold and silver doré) and variable metallurgical recoveries by material type, an NSR cut-off value was used to determine the Mineral Reserve estimates.
The mining operating cost assumption is based on completing mining operations using a mining contractor.
The relevant QP engaged to estimate the Mineral Reserves at the Camino Rojo Project is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Reserve estimate.
MINING OPERATIONS
The Camino Rojo mine is a conventional open pit mine. Mining operations consist of drilling medium diameter blast holes (approximately 17 cm), blasting with either explosive slurries or ammonium nitrate and fuel oil, and loading blasted materials into large, off-road trucks with hydraulic shovels and wheel loaders. Ore is delivered to the primary crusher and waste rock is delivered to a waste rock storage facility (“WRSF”) southeast of the current pit.
Contract mining services are used at the Camino Rojo open pit and mining is carried out using 100 t capacity haul trucks, with additional equipment, including loading units, sized to match this haulage fleet.
The current LOM plan was developed by MCR and Orla to supply ore to a conventional crushing and heap leach facility with the capacity to process 18,900 tpd.
Since the start-up of mining operations at MCR, selective mining practices and the mine’s stockpiling strategy have resulted in a build-up of low-grade stockpiled ore south of the open pit. This low-grade ore will be stacked on the heap leach facility at the end of mine life.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
Surface water runoff is diverted around active or planned mining areas via a series of diversion channels and redirected to natural drainage locations at the southern boundary of the property. The main goal of the diversion channels is to avoid contamination of surface water and to avoid inflow into the pit that would affect mining operations. The overall pit condition is considered to be dry; however, occasionally water from mining facilities is collected in ponds and used for operational requirements, such as dust management.
The ultimate pit design includes pit haul roads and sufficient working room for all mining equipment. The pit haul road design width is 25 m, allowing for the construction of a berm and drainage ditch, at a maximum grade of 10%. The design accommodates trucks of approximately 100 t capacity such as the Caterpillar 777 class truck.
Since the start of mining operations, MCR has been following the recommended geotechnical parameters presented in the feasibility study prepared by certain qualified persons from KCA in 2021 (“KCA 2021 Study”), and the current LOM design uses the KCA 2021 Study geotechnical parameters. Piteau Associates Engineering Ltd. (“Piteau”) completes annual geotechnical site visits to assess slope performance in the pit, at stockpile locations, and at the WRSF, and conduct reviews of heap leach pad stability. Additionally, Piteau’s annual reviews provide opportunities to train operational staff and further calibrate the assumed geotechnical parameters, such as evaluating the potential for pit slope or face angle steepening.
Following a pit wall event that occurred in July 2025 on a small portion of the North wall, Piteau provided a technical memorandum that included an assessment of the of the wall event and an action plan for the pit re-entry, along with North wall pushback design update.
The following are the design updates to the North wall:
| ● | A minimum 50 m push-back should be planned (measured from the current toe of the North wall) at a maximum interramp angle of 42°. Single (10 m) benches are recommended to mitigate toppling risk. |
|---|---|
| ● | Long, straight segments should be avoided wherever possible. A gradual concave curvature to the wall provides optimal conditions for slope stability. Convex shapes (in plan or section) should be avoided. |
| --- | --- |
Operating and monitoring advice provided by Piteau was incorporated into MCR open pit design and operating procedures. Additional site visits by Piteau are planned to monitor the North wall, above the annual reviews. Based on the performance of the North wall push back, Piteau will be issuing design parameters for the final design in 2026.
The waste dump is currently being constructed with a face angle of 36 degrees, 20 m height and 50 m berms. The remaining capacity for the WRSF is sufficient for the remaining LOM, with 46.4 Mt of storage capacity as of the end of September 2025.
The current LOM plan assumes a supply of ore to the crushing and heap leach facilities at a stacking rate of 18,900 tpd, based on current crusher performance.
From 2025 to 2027, the current LOM plan mining rate of total material moved rate ranges from 38,000 tpd to 70,000 tpd on a month-to-month basis, and from 2028 to 2030, ranges from 18,500 tpd to 48,500 tpd, including rehandling of the low-grade.
PROCESSING AND RECOVERY OPERATIONS
The Camino Rojo Project is an open pit heap leach operation which has been in production since late 2021. Open pit mining commenced in August 2021, with processing facilities commissioned in Q4 2021 (with the Merrill-Crowe Plant in operation in December 2021). The first gold pour occurred on December 13, 2021, and commercial production was achieved on April 1, 2022.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The Camino Rojo Project is currently operating a crushed ore heap leach, processing approximately 19,200 tonnes of ore per day on average over the life of the mine to a target crush size of 80% passing 25 mm using a two-stage closed crushing circuit and conveyor stacked onto a leach pad in 10-metre lifts.
As of September 30, 2025, realized recoveries for gold are overall in agreement with predicted production results. Silver recoveries show a significantly larger variance and several factors may be contributing to this including slower leach kinetics for silver than expected, insufficient free cyanide in the leach pad to maximize silver recovery, or silver recovery estimates that need to be better calibrated. Overall gold recovery from the start of operation through September 30, 2025, is approximately 62% (based on ounces recovered to doré) and silver recovery is 8.3% plus an additional 1.6% recovery for gold and 0.4% for silver when accounting for gold and silver values recovered to the Merrill-Crowe precipitate and leach solutions.
Silver recoveries for the Camino Rojo Project to date are less than expected based on the metallurgical test work. Although the silver recoveries have shown significant improvements over the last two years, there is a risk that the predicted silver recoveries, especially for the early operating years, were overstated and the projected silver production targets may not be achieved.
INFRASTRUCTURE, PERMITTING AND COMPLIANCE ACTIVITIES
INFRASTRUCTURE
The MCR operation includes an open pit mine, a WRSF, a low-grade stockpile, a heap leach pad, and two topsoil stockpiles. Key surface infrastructure to support operations at the Camino Rojo Project is in place, and includes:
| ● | Haulage roads; |
|---|---|
| ● | Camp facilities; |
| --- | --- |
| ● | Site buildings; and |
| --- | --- |
| ● | Service infrastructure, including water, power, and waste infrastructure. |
| --- | --- |
Within the scope of the recently approved permit (MIA-R 2024), expansions or additions to the Camino Rojo Project are planned for the following:
| ● | Open pit; |
|---|---|
| ● | WRSF; |
| --- | --- |
| ● | Low-grade ore stockpile; |
| --- | --- |
| ● | Diversion channels; |
| --- | --- |
| ● | Underground portals within the open pit as part of an exploration decline; and |
| --- | --- |
| ● | Environmentally focused works such as a nursery, botanical garden, conservation and restoration areas, and the addition of a new area for soil protection. |
| --- | --- |
The Camino Rojo Oxide Mine’s main haul road was established during the Camino Rojo Project’s pre-production period. There are multiple branches of haul road off the main haul road from the Camino Rojo pit, including access to the Camino Rojo mine truck shop, WRSF, and low-grade ore stockpile. There are approximately 2.1 km of haul roads constructed from the top of the pit ramp to all associated haul truck destinations.
Fuel for the mining fleet is handled and stored at a fuel station adjacent to the mine truck shop which has four diesel storage tanks for a total of 180 m^3^. Fuel is delivered to the mine site via tanker trucks.
The existing power supply to the mine site is from a connection to the national commercial grid. Overhead powerlines are connected to the 34.5 kV, three phase and 60 Hz power system, to a metering and switching substation.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The mine site includes a one kilometre by 30 m wide air strip to allow for small passenger planes to land and take off.
Access to the mine site is limited to one main gate to ensure that only authorized employees, contractors, and visitors are allowed onto the property or inside the critical facilities. The entrance is staffed 24 hours per day, 7 days per week.
ENVIRONMENT AND PERMITTING
Orla has launched a “Towards 2030 Sustainability Strategy” to ratify its commitment to being a responsible, sustainability-driven company. The Camino Rojo Project has an Environment, Health and Safety Policy, and several environmental standards, plans, and programs in place, including among others, a waste rock management plan, a management plan for potentially acid generating materials, an environmental monitoring plan, flora rescue and relocation plan, fauna rescue and relocation plan, waste management plan, a stormwater and sedimentation control plan, a preventive and corrective equipment maintenance program, a health and safety program, a cyanide management plan, an emergency response plan, and a blasting vibration monitoring program. The QP understands that Orla has set targets and defined key performance indicators to measure their progress on environmental and social governance actions.
The existing Camino Rojo mine has the requisite environmental permits to explore and operate, and it is in the process of obtaining additional approvals for mining of the open pit layback, east-west pit expansion and the transition to underground, including the associated changes in the land use to accommodate the additional areas related to this transition.
The Camino Rojo Project site water supply is sourced exclusively from underground wells, with current valid permits expiring in 2030 and 2050.
As part of the work that supports the updated Environmental Impact Statement, MCR prepared a detailed analysis of compliance with the obligations derived from the authorization contained in the resolution official letter SGPA/DGIRA/DG/03478 dated August 11, 2020. The approval comprises 148 obligations. Of these obligations, there are no known non-compliances, and 31 obligations are not currently applicable.
The environmental authorities require the submission of compliance reports as part of the permit requirements where MCR documents the environmental performance of the Camino Rojo Project and how the conditions stated in the environmental permits are met. Currently, the Camino Rojo Project completes several reports in a semi-annual or annual basis to be submitted to the environmental authorities.
The most recent conceptual mine closure plan (“MCP”) for the Camino Rojo Project was prepared in 2022. The conceptual MCP addresses final closure actions, and post-closure inspection and monitoring. The closure schedule includes 4.5 years of closure followed by 10 years of post-closure monitoring. A closure cost estimate was included in the MCP.
Orla and MCR have executed agreements with communities within the Camino Rojo Project area of influence for the use of the land and for supporting community investment activities.
Orla and MCR have established policies and practices to enhance the economic benefits of the Camino Rojo Project, including local employment, contracting opportunities, and community investment. The Camino Rojo Project has a full-time community relations team managing relationships with the communities in the direct and indirect areas of influence. In addition to Orla’s community investment standard, the Camino Rojo Project has developed a list to document and track the community incidents and grievances, including the resolutions.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
CAPITAL AND OPERATING COSTS
| | | | | | |
|---|---|---|---|---|---|
| Item | 2025 Actual | | 2026 Guidance | ||
| Sustaining Capital (m) | $ | 7.0 | $ | 35 | |
| Non-Sustaining Capital (m) | $ | 9.7 | $ | 5 | |
| All-in Sustaining Costs(1) (/oz) | $ | 865 | $ | 1,150 - $1,250 |
All values are in US Dollars.
Note: (1) All-in sustaining cost is a non-GAAP measure. See “Non-GAPP Measures” above.
Sustaining capital at Camino Rojo is expected to total $35 million, with $16 million related to capitalized stripping and $12 million related to the phase three leach pad expansion. Approximately two-thirds of the sustaining capital is expected to be spent in the first half of the year at Camino Rojo resulting in higher AISC in the first half compared with the second half. Non-sustaining capital is expected to total $5 million and relates to early development and exploration of the Camino Rojo Underground Project. The Company may look at increasing non-sustaining capital beyond the current 2026 guidance as it relates to advancing the exploration decline to support future drilling for the Camino Rojo Underground Project.
Total operating costs in 2026 are expected to be largely in line with 2025 levels, although royalties are anticipated to be higher from sustained higher gold prices. Sustaining capital and capitalized stripping represent notable year-over-year variances in 2026 and are expected to increase AISC accordingly. Camino Rojo is a high-margin gold producer and is well positioned to continue delivering strong cash flows to the business.
Following the release of the PEA for the Camino Rojo Underground Project as discussed below, the Company continues to advance additional testwork and field investigations in support of a Pre-Feasibility Study (“PFS”), with the resulting project parameters expected to form the basis for a permit application in Mexico in 2027.
CAMINO ROJO UNDERGROUD PROJECT PEA
The PEA for the Camino Rojo Project Underground Project demonstrates robust economics over the 17 years of mine life and outlines a pathway to extend the life of the Camino Rojo mine beyond the current open pit and heap leach operation.
The PEA results highlight an after-tax net present value (discounted at 5%) of $1.3 billion with an internal rate of return of 30% at $3,100/oz gold price. Initial capital expenditure is estimated at $608 million with a payback period of 38 months.
The Camino Rojo Project mine plan contemplated in the PEA includes a Measured and Indicated Mineral Resource estimate of 33.0 million tonnes at 2.80 g/t resulting in an estimated 2.97 million ounces of gold (3.16 million of ounces of gold equivalent), an Inferred Mineral Resource estimate of 2.8 million tonnes at 2.81 g/t resulting in an estimated 0.25 million ounces of gold (0.27 million of ounces of gold equivalent) and an additional 1.4 million tonnes of diluting material included within mineable shapes. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
The Camino Rojo processing plant is designed for a nominal throughput of 8,000 tonnes per day, operating 24 hours per day with an assumed availability of 92%. Average gold recovered in concentrate across all domains is estimated at 87% of the gold contained in the mined ore. The flowsheet proposes a primary crushing followed by crushed material stockpiling and reclaim. Grinding will consist of primary and secondary stages, featuring a semi-autogenous grinding mill with pebble crushing, and a ball mill operating in closed circuit with hydro-cyclones. Selective flotation circuits (carbon flotation, gold flotation, zinc flotation, and gold-bearing pyrite flotation) will produce separate gold, zinc, and pyrite concentrates, which will be filtered prior to load-out, storage and transportation to markets.
Tailings will be thickened and directed to a paste backfill plant for filtration and to provide the underground Camino Rojo mining operation with paste backfill. Surplus filtered tailings will be directed to a filtered tailings management facility.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
Over the first 10-years of the mine life, the average annual gold and gold equivalent production in concentrate is projected to be 215,000 ounces and 228,000 ounces, respectively, and the average annual payable gold and payable gold equivalent is projected to be 190,000 ounces and 201,000 ounces, respectively.
The PEA is preliminary in nature; it includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The PEA has been completed independent of the Camino Rojo open pit project and is treated as a separate development project.
Economic Analysis Summary
| Area | | Metric | | Units | | Base Case | |
|---|---|---|---|---|---|---|---|
| Production | | Mineable Inventory | | Mt | | 37,196 | |
| | Throughput | | tpd | | 8,000 | ||
| | Total Au Conc | | 000 tonnes | | 506 | ||
| | Total Zn Conc | | 000 tonnes | | 110 | ||
| | Total Py Conc | | 000 tonnes | | 4,870 | ||
| | Total Payables Au | | koz | | 2,478 | ||
| | Total Payables Ag | | koz | | 8,404 | ||
| | Total Payables Zn | | 000 lb | | 91,870 | ||
| | Tailings | | 000 tonnes | | 31,710 | ||
| | Grade AuEq | | g/t | | 2.19 | ||
| Revenue & OPEX | | Gross Revenue | | $/t mined | | 217.70 | |
| | NSR | | $/t mined | | 205.93 | ||
| | Total Site OPEX | | $/t mined | | 70.77 | ||
| | Royalties | | $/t mined | | 4.12 | ||
| | Total Cash Costs | | $/oz Au | | 1,067.50 | ||
| CAPEX | | Initial Capital | | $ million | | 608 | |
| | Total Investment (incl Closure) | | $ million | | 1,127 | ||
| | Net AISC (oz Au) | | $/oz Au | | 1,339 | ||
| Returns | | Annual Post-Tax Operating CF (10 years) | | $ per year | | 213 | |
| | Post-Tax NPV (0%) | | $ million | | 3,747 | ||
| | Post-Tax NPV (5%) | | $ million | | 1,272 | ||
| | Post-Tax IRR | | % | | 30.2 | ||
| | Post-Tax Payback | | years | | 3.2 | ||
| | Pre-Tax NPV | | $ million | | 2,345 | ||
| | Pre-Tax IRR | | % | | 47.7 | ||
| | Pre-Tax Payback | | years | | 2.0 |
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| ORLA MINING LTD. | |
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
Notes;
| 1. | Cash costs and AISC do not have a standardized meaning under IFRS. See “Non-GAAP Measures” above for additional information. |
|---|---|
| 2. | Gold equivalencies were determined using total contained and payable metals and the respective ratio of metals prices. |
| --- | --- |
| 3. | Evaluation includes financial impacts of existing royalties but does not include the financial impact of any upfront payments for which there is uncertainty regarding the exact timing of future payments. See the Company’s financial statements and management’s discussion and analysis for the financial year ended December 31, 2025 for additional details regarding any Royalties. |
| --- | --- |
| 4. | Total investment includes initial capital & sustaining capital, operating and closure costs. |
| --- | --- |
Note: gold equivalent (AuEq) reflects total metal presented on an equivalent basis. Orla uses conversion ratios for calculating gold equivalent for its silver and zinc production, which are calculated by multiplying the volumes of silver and zinc by the respective assumed metal prices, recoveries (varies), and dividing the resulting figure by assumed gold price. The following metal prices and recoveries (averaged) were used:
| ● | Gold: $3,100/oz and 87% recovery |
|---|---|
| ● | Silver: $37.50/oz and 75% recovery |
| --- | --- |
| ● | Zinc: $1.20/lb and 40% recovery |
| --- | --- |
PRODUCTION, OUTLOOK, AND FUTURE PLANS
PRODUCTION
Camino Rojo achieved first gold pour in December 2021 and commercial production was achieved effective April 1, 2022. The following table sets forth production at Camino Rojo since the first gold pour in December 2021. For additional information, see the heading “Discussion of Operations – B. Camino Rojo, Mexico – Camino Rojo Operational Update” in the Company’s management’s discussion and analysis for the financial year ended December 31, 2025.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| Year | | Ore Mined (t) | | Mined Grade^(1)^ (g/t) | | Ore Stacked (t) | | Stacked Grade (g/t) | | Gold Production (oz) |
| 2021 | 2,058,041 | 0.71 | 1,188,328 | 0.74 | 2,422 | |||||
| 2022 | 8,299,621 | 0.71 | 6,882,063 | 0.82 | 109,596 | |||||
| 2023 | 7,436,960 | 0.75 | 7,005,694 | 0.79 | 121,877 | |||||
| 2024 | 7,613,734 | 0.86 | 7,204,928 | 0.88 | 136,748 | |||||
| 2025 | 6,305,454 | 0.62 | 8,938,173 | 0.54 | 96,764 |
Note: (1) Includes low grade material that was stockpiled.
In 2026, Camino Rojo is expected to mine approximately 7.8 million tonnes of ore and 17.0 million tonnes of waste, resulting in an implied strip ratio of about 2.2. About 1.0 million tonnes of lower grade mined ore is expected to be stockpiled. The mine is projected to crush and stack nearly 7.0 million tonnes of material on the heap leach pad, equivalent to approximately 19,000 tonnes per day. Of the total waste mined, nearly 10.0 million tonnes are located in the layback area. The ore grade processed in 2026 is expected to average approximately 0.85 g/t. Similar to Musselwhite, the production profile is weighted toward the second half of the year, with mined grades improving steadily over the course of the year—from about 0.60 g/t early in the year to approximately 0.95 g/t in the latter part of the year.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
PLANNED 2026 EXPLORATION
Exploration efforts at Camino Rojo for 2026 will advance a directional drill program to generate metallurgical, geotechnical and hydrological material to support the planned PFS for the Camino Rojo Underground Project. Additionally, priority regional drill targets will be tested for new discoveries. The Company plans on conducting 8,700 metres of drilling in Mexico during the year.
THE SOUTH RAILROAD PROJECT
The following disclosure relating to the South Railroad Project has been derived from the technical report titled “South Railroad Project NI 43-101 Feasibility Study Update, Elko County, Nevada” dated February 27, 2026, with an effective date of September 30, 2025 (the “South Railroad Report”), prepared for the Company by Matthew Sletten, P.E. and Benjamin Bermudez, P.E. of M3 Engineering & Technology Corporation (“M3”); Michael S. Lindholm, CPG, Thomas Dyer, P.E. and Gary (Joe) Petersen, SME-RM, QP, of RESPEC Company LLC (“RESPEC”); Raymond H. Walton, P.E. of Ray Walton Consulting; Richard DeLong, QP-MMSA, RG, PG of Westland Engineering; and Warren Black, M.Sc., P. Geo. and Michael Dufresne, M.Sc., P. Geo, of APEX Geoscience Ltd. (“APEX”), each of whom is independent of the Company and a QP under NI 43-101.
Reference should be made to the full text of the South Railroad Report, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, as the South Railroad Report contains additional assumptions, qualifications, references, reliances, and procedures that are not fully described herein.
PROJECT DESCRIPTION, LOCATION, AND ACCESS
The South Railroad Project is situated on a contiguous land packaged comprised of three contiguous areas of mineral tenure located in the Bullion mining district of the southern Carlin trend in Nevada, and is now referred to by the Company as the South Carlin Complex. The South Carlin Complex includes the area previously referred to as the Railroad-Pinion property, which comprises two contiguous areas of mineral tenure held by the Company that straddle the Piñon Range in the Railroad mining district at the southeast end of the Carlin trend, a northwest-southeast trending belt of prolific gold endowment in northern Nevada. In previous technical reports, the northern portion of the land holdings, now referred to as the North Railroad portion of the Railroad-Pinion property, has been referred to as the Railroad project and the Railroad property. The southern portion of the Railroad-Pinion property, now referred to as the South Railroad portion of the Railroad-Pinion property, was referred to as the Pinion project and the Pinion property in previous technical reports. In November 2017, Gold Standard Ventures Corp. (“Gold Standard”) published a technical report on the Railroad-Pinion property, which included a Mineral Resource estimate for the North Bullion, POD, and Sweet Hollow gold deposits, located in the North Railroad portion of the Railroad-Pinion property, approximately 6 miles (“mi”) north of the Dark Star and Pinion deposits. Based on available information, North Bullion, POD, and Sweet Hollow would not likely share a common mining infrastructure with Dark Star and Pinion.
The Railroad-Pinion property in the Piñon Range is accessed primarily from the four-lane transcontinental U.S. Interstate 80 (“I-80”), approximately 275 mi west of Salt Lake City, Utah, and 290 mi east of Reno, Nevada. The Railroad-Pinion property is located between 8 and 29 mi south of I-80 and can be reached by a series of paved and gravel roads from Elko, Nevada (population 20,800).
The Pony Creek property lies in the Piñon Mountain range in the Railroad mining district, at the southeast end of the Carlin trend and the South end of the South Railroad portion of the Railroad-Pinion property. The Pony Creek property is accessed either from Elko or Carlin, Nevada. From Elko, the property is accessed by traveling southeast on NV-227 E, then south on NV-228 S, past the town of Jiggs, Nevada, to the Red Rock Ranch gravel county road. From there, a series of gravel roads lead to the property’s eastern edge, where unmaintained two-track roads provide internal access to the northern and southern portions of the property. Alternatively, from Carlin, the Pony Creek property is accessed by heading south on NV-278 S, then briefly taking an unnamed gravel road to Indian Pony road, which provides internal access to the western edge of the property.
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The South Carlin Complex constitutes a combined land position totaling 66,507 acres in Elko County, Nevada, centered approximately at UTM NAD27 Zone 11 with coordinates of 585,000E and 4,480,000N. The Company owns or otherwise controls 100% of the subsurface mineral rights on a total of 29,942 acres of land held as patented and unpatented lode claims. This includes 1,454 claims owned by the Company and 207 claims held under lease, a total of 30 of which claims are patented. There is also a total of 23,628 gross acres of private lands of which the Company’s ownership of the subsurface mineral rights varies from 49.2% to 100%, for a net position of approximately 20,658 gross acres.
Private surface and private mineral property are wholly owned and subject to lease agreement payments and property taxes (paid on an annual basis) as determined by Elko County, Nevada. Unpatented lode mining claims grant the holder 100% of the locatable mineral rights and access to the surface for exploration activities which cause insignificant surface disturbance. Ownership of the unpatented mining claims is in the name of the holder, subject to the paramount title of the United States of America (“U.S.”), under the administration of the United States Bureau of Land Management (the “BLM”). Under the Mining Law of 1872, which governs the location of unpatented mining claims on federal lands, the holder has the right to explore, develop, and mine minerals on unpatented mining claims without payments of production royalties to the U.S. government, subject to the surface management regulation of the BLM. Currently, annual claim-maintenance fees are the only federal payments related to unpatented mining claims. The mineral rights do not expire if the unpatented claims are maintained by paying an annual fee of $200 per claim to the U.S. Department of Interior, BLM prior to the end of the business day on August 31 every year. A notice of intent to hold must also be filed with the Elko or Eureka County Recorder on or before November 1 annually, along with a filing fee of $12.00 per claim, plus a $12.00 document fee.
The Company has completed its federal claim maintenance fee obligations for the owned and leased unpatented claims for the 2025-2026 assessment year. As of the date of this AIF, the Company’s estimated claim maintenance fee cost for 2026 for the owned and leased unpatented claims is $713,902, and the Company’s total estimated cost to maintain its property package for 2026 is $2,387,774.
Portions of the unpatented and private lands are encumbered with royalties predominantly in the form of standard net (or gross) smelter return and mineral production royalty agreements, or net profit interest agreements, ranging from 1% to 5%. Additional details as well as the locations and aerial distribution of the currently relevant royalty encumbrances for the South Railroad Project are set forth in Section 4.2 of the South Railroad Report.
As of the effective date of the South Railroad Report, the authors thereof were not aware of any significant factors or risks that may affect access, title, or the right or ability to perform work on the South Railroad Project. The Company controls sufficient ground and has sufficient permitting in place to access the South Railroad Project and continue future exploration programs. See “Environment and Permitting” below for additional information.
HISTORY
The Railroad-Pinion property is being explored on an ongoing basis by the Company using geological mapping, geochemical and geophysical surveying, and drilling. Exploration work by Gold Standard commenced in 2010 and resulted in the identification of 17 prospect areas or zones of mineralization within the Railroad-Pinion property.
Twenty-five different historical operators are known to have drilled 1,300 holes, for a total of 632,387 feet (“ft”), from 1969 through 2008 on the Railroad-Pinion and Pony Creek properties. As of the database effective dates of the South Railroad Report, Gold Standard and the Company had drilled 1,300 holes for a total of 1,075,690 ft on the Railroad-Pinion property, and Contact Gold Corp. (“Contact”) and the Company had drilled 156 holes for a total of 110,264 ft on the Pony Creek property. At least 82% of all drilling used reverse-circulation drilling method (“RC”). However, the amount of RC drilling may be understated because the hole-types are not known for 88 holes drilled in the late 1980s and 1990s, when RC drilling was common. See “Drilling” below for additional information on historic drilling.
Several historical Mineral Resource estimates have been estimated by a variety of companies for the Pinion and Dark Star, POD and Pony Creek deposits. All such historical Mineral Resource estimates are superseded by the current Mineral Resources presented under
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the heading “Summary of Mineral Reserves and Mineral Resources” of this AIF above. The historical Mineral Resource estimates are not in accordance with NI 43-101, and readers are cautioned not to treat them, or any part of them, as current Mineral Resources or Mineral Reserves. See Sections 6.4 and 14 of the South Railroad Report for additional information on historical estimates on the South Railroad Project.
The North Railroad portion of the Railroad-Pinion property covers the historic Railroad district. Sources cited in the South Railroad Report suggested that historic production records for the district are not very reliable for the period between 1869 and 1905. Only the total volumes of tons mined, and commodities produced were reported, if they were reported. These sources estimated the total value of production through 1956 to be worth $2 million using the value of the commodity produced for the year it was produced. A reported 43,940 total tons of ore were mined from historical mines in the North Railroad area with mineral production distributed as follows:
Gold - 6,918 ounces
Silver - 382,000 ounces
Copper - 2,850,000 pounds
Lead - 4,340,000 pounds
Zinc - 372,000 pounds
There has been no mineral production reported for the South Railroad portion of the Railroad-Pinion property.
There has been no recorded mineral production attributed to the Pony Creek property and no workings larger than a few small prospect pits are known to exist at the Pony Creek property.
See “Outlook and Future Plans” below for additional information on the Company’s planned activities on the South Railroad Project subsequent to the effective date of the South Railroad Report.
GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT TYPES
The South Railroad Project is located in the southern portion of the Carlin trend, centered on the Railroad dome in the Piñon Range, which is comprised of Ordovician through Permian marine sedimentary rocks. Eastern assemblage formations throughout the property include the Pogonip, Hanson Creek, Eureka Quartzite, Lone Mountain Dolomite, Oxyoke, Beacon Peak, Sentinel Mountain Dolomite, and Devils Gate Limestone and Tripon Pass formations. Siliceous clastic units include those of the Webb, Chainman, and Tonka formations. The north-south-striking Bullion fault corridor separates Tertiary volcanic rocks to the east from the Paleozoic sedimentary units in the range, which have been intruded by a complex of Eocene igneous rocks centered south of Bald Mountain, in the core and east flank of the range.
The gold-silver deposits within the South Railroad Project that are the focus of the South Railroad Report are considered to be Carlin-type, sedimentary-rock-hosted deposits. Precious metal mineralization is generally submicroscopic, disseminated, and hosted principally in sedimentary rocks, with some mineralization in felsic dikes and sills as well.
In the South Railroad portion of the Railroad-Pinion property, the Dark Star Main and Dark Star North zones, which comprise the Dark Star deposit are hosted primarily within Pennsylvanian-Permian rocks, with minor amounts of gold mineralization found in the Chainman Formation and Tertiary conglomerates. The deposits are centered along the roughly north-south Dark Star fault corridor, within which is a horst block and associated silicified zone bounded by the West fault and Dark Star fault. Gold mineralization in the horst block is hosted in the middle, coarse-grained conglomeratic and bioclastic limestone-bearing unit of a Pennsylvanian-Permian undifferentiated sequence interpreted to be equivalent to the Tomera Formation. The unit is moderately folded in a north-south-trending anticline between the West and Dark Star faults. Mineralization dips steeply to the west in Dark Star North, but dips less steeply in Dark Star Main.
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Also, in the South Railroad portion of the Railroad-Pinion property, the Pinion deposit is situated in a sequence of Paleozoic sedimentary rocks exposed within large horst blocks in which the sedimentary rocks have been broadly folded into a south- to southeastward-plunging, asymmetric anticline. The axis of this Pinion anticline trends approximately N20ºW and can be traced for approximately 2 mi. The limbs of the anticline dip shallowly at 10° to 35° to the west, and more steeply at 25° to 50° to the east. Disseminated gold and silver mineralization at the Pinion deposit is strongly controlled by a 50 ft to 500 ft-thick dissolution-collapse breccia at the contact between calcarenite of the Devils Gate Limestone and the overlying silty micrite of the Tripon Pass Formation. Gold deposition was contemporaneous with breccia development, quartz veins formation, silica ± barite replacement, and infill of open spaces.
The Jasperoid Wash disseminated gold deposit, also located in the South Railroad portion of the Railroad-Pinion property, is hosted by altered Tertiary feldspar porphyry dikes and their host Pennsylvanian-Permian conglomeratic rocks of a Tomera Formation equivalent. The deposit has approximate extents of 6,200 ft to the north and a width of about 2,300 ft, and is partially contained within an elongate, north to south, steeply dipping structural corridor. Drilling shows the deposit dips steeply to the west nearby and within Tertiary dikes; east of the dikes, the deposit dips gently to the west. The gold is inferred to be submicroscopic in grain size, however, petrographic studies have yet to be performed.
In the North Railroad portion of the Railroad-Pinion property, disseminated gold mineralization has been defined by drilling in the North Bullion, POD, Sweet Hollow, and South Lodes deposits. The mineralization is focused in the footwall of the Bullion fault zone. Faults and stratigraphy appear to be important controls on mineralization. In general, gold-silver mineralization is localized in gently to moderately dipping, strongly sheared rocks of the Chainman and Webb formations, in dissolution-collapse breccia developed above and within silty micrite of the Tripon Pass Formation, and calcarenite of the Devils Gate Limestone. Only POD and Sweet Hollow are exposed at the surface. The top of gold mineralization in the North Bullion deposit varies from 250 ft to 1,300 ft below the surface and varies in dip from 15° to the southeast. Gold is associated with “sooty” sulfide minerals, silica, carbon, clay, barite, realgar, and orpiment.
The primary zones of gold mineralization at the Pony Creek property are the Bowl, Stallion, Appaloosa and Pony Spur zones. Additional target areas include Stallion-Bowl Trend, Palamino, Willow, Mustang, Elliott Dome, and Robinson.
The gold mineralization discovered to date at the Pony Creek property is principally hosted within the Tertiary (or Jurassic) rhyolite, or within altered and silicified calcareous clastic rocks of the Pennsylvanian – Permian Moleen Formation. Known stratigraphic controls of mineralization include: the pre-mineral rhyolite intrusion acting as a barrier to focus auriferous fluids along its lower margin and within it at structural intersections. Other lithologies to host mineralization include permeable calcareous conglomerates and sandstones, and fossil hash limestone beds.
Interpreted structural controls on gold mineralization at the Pony Creek property include:
| ● | Northeast striking folds and thrust faults and northwest striking transverse faults formed during Mesozoic compressional deformation events; |
|---|---|
| ● | North-south striking tension faults formed between the northwest transverse faults, as first order controls on mineralization; and |
| --- | --- |
| ● | Intersections of northwest and northeast striking faults as secondary controls. |
| --- | --- |
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EXPLORATION
The South Railroad Report summarizes exploration efforts by the Company through to September 30, 2025, the effective date of the South Railroad Report. See “Outlook and Future Plans” below for information on the Company’s completed and planned exploration activities subsequent to such date.
The Railroad-Pinion property was explored on an ongoing basis by Gold Standard, using geological mapping, geochemical and geophysical surveying, and drilling. Since the Company’s acquisition of the Railroad-Pinion property in 2022, no new geophysical surveys have been completed.
Prior to 2015, exploration activities by Gold Standard were focused on the North Railroad portion of the Railroad-Pinion property. Work completed in 2015 was largely focused on the Pinion area in the South Railroad portion of the Railroad-Pinion property, after its acquisition in 2014. A thorough discussion of these work programs and their results and interpretations is available in previous technical reports on the Railroad-Pinion property.
Exploration work by Gold Standard resulted in the identification of 17 prospect areas or zones of mineralization within the overall property position, including the Bald Mountain area and North Bullion deposits in the North Railroad portion of the Railroad-Pinion property, the Pinion, Dark Star, and Jasperoid Wash deposits, and other areas of the South Railroad portion of the Railroad-Pinion property. Drilling conducted by Gold Standard is summarized below and in Section 10 of the South Railroad Report.
The Pony Creek property was explored on an ongoing basis by Contact from 2017 - 2019, using geological mapping, rock and soil geochemical sampling, a ground gravity survey with processing and interpretation, and a controlled-source audio-frequency magneto-tellurics geophysics program. From 2020 until the Company’s acquisition of the Pony Creek property in 2024, no exploration work was conducted by Contact Gold. Since the Company’s acquisition, exploration work including rock sampling, mapping and drilling has been completed.
DRILLING
RESPEC received a summary database of all drilling conducted within the Railroad-Pinion and Pony Creek properties through 2024 from the Company. This data was used to update the property-wide drilling information summarized in the 2020 technical report for the Railroad-Pinion property (Ibrado et. al. (2020)). In total, there are records for 1,815,115 ft drilled in 2,752 holes since drilling commenced in 1969. These totals exclude two holes for which RESPEC has collar locations, but no depths drilled, hole type, company or assays. Twenty-five different historical operators are known to have drilled 1,300 holes, for a total of 632,387 ft, from 1969 through 2008. As of May 2025, Gold Standard and the Company had drilled 1,300 holes for a total of 1,075,690 ft on the Railroad-Pinion property, which includes five holes for 4,017 ft drilled in the North Bullion and POD areas after the December 22, 2023 effective date of the North Bullion resource database. As of May 2025, Contact and the Company have drilled 152 holes for a total of 107,039 ft on the Pony Creek property, including 30 RC drill holes drilled by the Company on the Pony Creek property since its acquisition of Pony Creek in 2024. The drilling was done using imperial units of measure.
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Approximately 82% of the holes have records to indicate they were drilled with RC methods. Approximately 14% of the holes were drilled with core methods or RC with core tails. There is a total of 33,357 ft drilled in 88 historical holes for which the relevant author of the South Railroad Report had no reliable information on the type of hole or drilling methods used. The authors of the South Railroad Report believe the amount of RC drilling may be understated because the historical holes with no hole-type attribute were drilled in the late 1980s and 1990s when RC drilling was common in Nevada.
All Drilling – South Railroad Project 1969 – 2024
| | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | RC + | | RC + | | | | | | | | |
| | | Rotary | | Rotary | | | | | | Core Tail | | Core Tail | | Unknown | | Unknown | | | | |
| Period | | & RC Holes | | & RC (ft) | | Core Holes | | Core (ft) | | Holes | | (ft) | | Type Holes | | Type (ft) | | Total Holes | | Total (ft) |
| Historical Drilling 1969 - 2008 | | 1,137 | | 541,561 | | 75 | | 57,468 | | | | | | 88 | | 33,357 | | 1,300 | | 632,387 |
| Gold Standard/Orla 2010 - 2024 | | 990 | | 760,183 | | 257 | | 236,445 | | 49 | | 75,837 | | | | | | 1,296 | | 1,072,465 |
| Contact/Orla 2017-2024 | | 151 | | 101,125 | | 5 | | 9,139 | | | | | | | | | | 156 | | 110,264 |
| Totals | 2,278 | 1,402,869 | 337 | 303,052 | 49 | 75,837 | 88 | 33,357 | 2,752 | 1,815,115 |
For the Pinion, Dark Star, Jasperoid Wash, and North Bullion resources, the relevant authors of the South Railroad Report are of the opinion that Gold Standard’s and Orla’s drilling, sampling, and logging methods and procedures provided samples that are representative and of sufficient quality for use in Mineral Resource estimations, and that the available data is adequate to support the geological interpretations, mineralization modelling, and the classification of the Pony Creek Mineral Resource estimates.
See Section 10 of the South Railroad Report for additional information on drilling conducted at the Railroad-Pinion and Pony Creek properties and “Outlook and Future Plans” below for information on planned drilling activities the Company subsequent to the effective date of the South Railroad Report.
SAMPLING, ANALYSIS AND DATA VERIFICATION
SAMPLING AND ANALYSIS – NORTH RAILROAD
Commencing in 2010, Gold Standard’s RC samples were transported via truck from the drill sites by representatives of ALS or Inspectorate America Corporation, a division of Bureau Veritas Mineral Laboratories USA (“Bureau Veritas”) to their respective laboratories in Elko or Reno, Nevada. Excessively wet samples were kept at the drill sites for a few days to drain and dry prior to collection by the laboratory staff.
ALS and Bureau Veritas are commercial laboratories independent of the Company and the authors of the South Railroad Report. ALS is accredited to the standard ISO/IEC 17025:2005 for specific analytical procedures, while most of their laboratories have attained ISO 9001:2008 certification. Bureau Veritas’ laboratory in Sparks, Nevada is accredited to the standard ISO/IEC 17025:2017, RG- MINERAL:2017. The Bureau Veritas laboratory in Vancouver, British Columbia is accredited to the standard ISO/IEC 17025:2005 and ISO 9001:2008.
Core samples were transported daily from the drill sites to Gold Standard’s logging and core-cutting facility in Elko by Gold Standard personnel. After logging and marking core-sample intervals by Gold Standard geologists, the core was photographed prior to being sawed lengthwise by contractor technicians. Whole HQ-size core was sawed in half. Whole PQ- size core was sawed in quarters. One half of the HQ core, and three quarters of the PQ core, were returned to the core boxes and the remainder was placed in pre-numbered sample bags that were closed with ties. Following insertion of QA/QC blanks and certified reference materials (“CRMs”), the core samples were transported by representatives of ALS or Bureau Veritas to their respective laboratories for preparation and analysis.
Samples from Gold Standard’s RC and core drilling at the North Bullion prospect in 2010 through 2014, and at the Bald Mountain prospect in 2014, were prepared at the ALS laboratories in Elko and Reno, Nevada. The samples were dried and crushed in their entirety to 70% at less than 0.079 in. The crushed samples were riffle-split to obtain 8.82 troy ounces (“oz”) subsamples that were pulverized to
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85% less than 75 microns (“µm”). The pulps were shipped by air freight by ALS to the ALS laboratory in North Vancouver, British Columbia, for analysis. Gold was determined by 30 grams (“g”) fire assay (“FA”) fusion with an atomic absorption spectrometry (“AA”) finish (method code Au-AA23). Samples assayed at ≥0.292 troy ounces of gold per short ton of gold (“oz Au/ton”) were re-analyzed with a second 30 g aliquot by FA fusion and gravimetric finish (method code Au-GRA21). Separate aliquots of 0.5 g were analyzed for silver and 34 major, minor and trace elements by inductively-coupled plasma-emission spectrometric method (“ICP”) following an aqua regia digestion. In some cases, the ICP analyses were conducted on pulps from 5 ft drill samples. In other cases, ICP analyses were conducted on composited pulps representing 20 ft drill intervals for silver or zinc by ICP. Samples that assayed >292 troy ounces per short ton (“oz/t”) for silver were re-analyzed using AA following aqua regia digestion of 0.1 g aliquots.
A minority of the 2010 through 2012 drill samples were analyzed by SGS Canada Inc. (“SGS”) of Vancouver, British Columbia. The assay certificates do not indicate how or where the samples were prepared for analysis. At the SGS laboratory in Burnaby, British Columbia, gold was determined by 30 g FA fusion with an AA finish and separate aliquots were analyzed by ICP for 35 major, minor, and trace elements. SGS was a commercial laboratory independent of Gold Standard. RESPEC is not aware of certifications held by SGS at that time.
In 2013, pulps from previously prepared samples from North Bullion were analyzed by Bureau Veritas in Sparks, Nevada. Gold was determined by 30 g FA fusion with an AA finish. Some of the samples were analyzed using a 30 g aliquot by FA fusion and gravimetric finish. In 2014, some of the Bald Mountain drill sample pulps were re-analyzed at Bureau Veritas’ laboratory in Vancouver, British Columbia for copper by cyanide-H2SO4 leach. Other pulps were analyzed for 45 major, minor and trace elements by a combination of ICP and mass spectrometry (“ICP-MS”) after 4-acid digestion.
Samples from the 2015, 2016, and 2017 drilling at North Bullion and Bald Mountain were analyzed at ALS and Bureau Veritas. At ALS, the methods and procedures of preparation were the same as those used in 2010 through 2014. Gold was determined using ALS method code Au-AA23 and Au-GRA21 principally in the ALS laboratory in North Vancouver. Most gold assays on 2017 North Bullion samples were performed in the ALS laboratory in Reno with the same methods (Au-AA23; Au-GRA21). Separate aliquots of 0.5 g were analyzed for silver and 34 major, minor and trace elements by ICP following an aqua regia digestion in the North Vancouver laboratory. In some cases, these were composited pulps representing 20 ft drill intervals.
A significant portion of the samples from the 2016 North Bullion drilling, and the majority of the 2017 North Bullion samples, were prepared and analyzed by Bureau Veritas. These samples were prepared in the Bureau Veritas laboratory in Elko. After crushing, an 8 oz riffle-split subsample was obtained from each drill sample. These subsamples were pulverized to 200-mesh size and the pulps were shipped to the Bureau Veritas laboratory in Sparks, Nevada. Gold was determined by FA fusion of 30 g aliquots with an AA finish. The pulps were shipped via air freight by Bureau Veritas to their analytical laboratory in Vancouver where they were analyzed for 45 major, minor and trace elements by ICP-MS after 4-acid digestion.
Samples from Gold Standard’s 2019 North Bullion drilling were analyzed at Bureau Veritas. A total of 40 major, minor and trace elements, including gold, were analyzed by ICP following an aqua regia digestion. The 2020 North Bullion drilling samples were analyzed at ALS for gold using a 30 g aliquot by FA fusion followed by an AA finish. The 2021 drill samples were analyzed at Bureau Veritas by 30 g FA with an AA finish. Both the 2022 and 2023 drill programs used independent American Assay Laboratories (“AAL”) as the primary laboratory, using a 30 g FA with an AA finish. At Gold Standard’s request, second analyses with a gravimetric finish were performed when assays exceeded specified grades. The 2024 drilling used Bureau Veritas again, with a 30 g FA with an AA finish, failing over to a gravimetric finish as needed. Thirty-ft composites were also created at the laboratory and analyzed using an ICP-MS method with a 4-acid digestion for 45 elements.
SAMPLING AND ANALYSIS – SOUTH RAILROAD
Commencing in 2012, Gold Standard’s RC samples were transported from the drill sites by representatives of ALS or Bureau Veritas via truck to their respective laboratories in Elko or Reno, Nevada. Excessively wet samples were kept at the drill sites for a few days to drain and dry prior to collection by the laboratory staff.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
Core samples were transported daily from the drill sites to Gold Standard’s logging and core cutting facility in Elko by Gold Standard personnel. After logging and marking core-sample intervals by Gold Standard geologists, the core was photographed prior to being sawed lengthwise by contractor technicians. Whole HQ-size core was sawed in half. Whole PQ- size core was sawed in quarters. One half of the HQ core, and three quarters of the PQ core, were returned to the core boxes and the remainder was placed in pre-numbered sample bags that were closed with ties. Following insertion of QA/QC blanks and CRMs, the core samples were transported by representatives of ALS or Bureau Veritas to their respective laboratories for preparation and analysis.
Samples from Gold Standard’s Pinion area drilling in 2012, 2014, 2015, 2016, and 2017 were analyzed by ALS. The samples were prepared at the ALS laboratory in Elko, Nevada. The samples were dried and crushed in their entirety to 70% at less than 0.079 in. The crushed samples were riffle-split to obtain 8 oz subsamples that were pulverized to 85% at less than 75 µm. The pulps were analyzed in ALS’ Reno facility or shipped via air freight by ALS to the ALS laboratory in North Vancouver, British Columbia, for analysis. Gold was determined by 30 g FA fusion with an AA finish (method code Au-AA23). Samples assayed at ≥0.292 oz/ton were re-analyzed with a second 30 g aliquot by FA fusion and gravimetric finish (method code Au-GRA21). Separate aliquots of 0.5 g were analyzed for silver and 34 major, minor and trace elements by ICP following an aqua regia digestion. In some cases, the ICP analyses were conducted on pulps from 5 ft drill samples. In other cases, ICP analyses were conducted on composited pulps representing 20 ft drill intervals. Some samples in 2014 were analyzed for silver by FA fusion of 30 g aliquots with a gravimetric finish. In 2014, some samples were also assayed for 48 major, minor and trace elements by ICP-MS after 4-acid digestions. During 2017, some samples were analyzed for gold by cyanide leach with an AA finish.
In 2018, Pinion area drill samples were analyzed at Bureau Veritas and AAL. At the Bureau Veritas laboratory in Sparks, Nevada, samples were crushed in their entirety and riffle-split to obtain 8 oz subsamples. These subsamples were pulverized to 200-mesh size. Gold was determined by 30 g FA fusion with an AA finish. Some samples were analyzed for gold by cyanide leach with an AA finish. The pulps were shipped to the Bureau Veritas laboratory in Vancouver, British Columbia. Carbon, CO2, and sulfur were determined by induction-furnace infrared absorption and thermal conductivity (“LECO”) analyses of 0.1 g aliquots. Gold, silver, and 35 major, minor and trace elements were assayed by ICP following aqua regia digestion of 0.5 g aliquots. Additional silver assays were completed in 2019 at Bureau Veritas using drill-sample pulps from previous analyses. Silver was determined by AA following 4-acid digestion of 1 g aliquots. At AAL in Sparks, Nevada, composited pulps of 2018 Pinion area drill samples were analyzed for gold by 30 g FA fusion with an AA finish, and in some cases, with a gravimetric finish. Some of the samples were analyzed for gold by cyanide leach and an AA finish. Gold, silver, and 49 major, minor and trace elements were determined in some samples by ICP-MS following digestion in aqua regia.
AAL also analyzed selected, previously assayed drill-sample pulps for elemental barium using an energy-dispersive, x-ray fluorescence (“XRF-ED”) procedure. Pressed-powder pellets made from 2 g aliquots of sample pulps were used for the XRF-ED analyses, which were performed in 2018 and 2019. Other selected sample pulps were analyzed for barium using XRF-ED with 2 g pressed-powder pellets. Some of these were also analyzed for barite using wave-length dispersive x-ray fluorescence following lithium metaborate fusion of 0.5 g aliquots. Other sample pulps were analyzed for elemental barium by NITON hand-held x-ray fluorescence (“XRF”) on both loose-powder aliquots. These were also analyzed by x-ray diffraction for barite, witherite, and calcite, as well as sulfur and carbon by LECO.
Gold Standard also performed assays of elemental barium together with 39 major, minor, and trace elements using hand-held NITON XRF analyzers. These assays were done in 2018 in Elko, Nevada by independent contractor Rangefront Mining Services using selected drill-sample pulps in loose powder form.
In 2019, the Pinion drilling samples were analyzed at Bureau Veritas. Gold was determined by ICP following an aqua regia digestion and by cyanide leach followed by an AA finish. Silver was analyzed by AA following a 4-acid digestion and by ICP following an aqua regia digestion. Thirty-seven major, minor and trace elements were analyzed by ICP following an aqua regia digestion. Carbon species, sulfur species and CO2 were determined by LECO methods.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The 2020 drilling samples from Pinion were analyzed at Paragon Geochemical (“Paragon”). Paragon is an independent commercial analytical laboratory in Sparks, Nevada with ISO/IEC 17025 certification. Thirty-four major, minor and trace elements were analyzed by ICP following an aqua regia digestion. Some of the samples were analyzed by ICP following a 4- acid digestion. Silver was analyzed by AA and by ICP following a 4-acid digestion. Gold was determined using a 30 g fire-assay fusion with an ICP finish. Gold was also analyzed by cyanide leach of a 30 g aliquot with an AA finish.
In 2021, Pinion drilling samples were analyzed at AAL, Bureau Veritas and Paragon. The same methods of analysis used at each of these three laboratories in prior years were also used for the 2021 drilling samples. Gold Standard obtained XRF barium assays in-house using NITON and Olympus units, and through AAL and Paragon laboratories.
Samples from the 2022 drill program were sent to AAL to be analyzed by 30 g FA with an ICP finish. At Gold Standard’s request, second analyses with a gravimetric finish were performed when assays exceeded 0.292 oz Au/ton. Cyanide leach analyses were also routinely run using a 30 g aliquot. The 2023 to 2024 drilling samples were sent to Bureau Veritas to be analyzed by 30 g FA with an AA finish, and assays over 0.292 oz Au/ton were re-assayed with a gravimetric finish. A few samples were analyzed by AAL in 2023.
Gold Standard’s 2015 drilling samples from the Dark Star area were mostly analyzed by Bureau Veritas after preparation in the Bureau Veritas laboratory in Elko, Nevada. The samples were crushed in their entirety and riffle-split to obtain 8 oz subsamples. These subsamples were pulverized to 200-mesh size. Gold was determined by 30 g FA fusion with an AA finish in Bureau Veritas’ laboratory in Sparks, Nevada. Composited pulps were analyzed in Bureau Veritas’ laboratory in Vancouver, British Columbia, for gold, silver and 35 major, minor and trace elements by ICP-MS following aqua regia digestion of 0.5 g aliquots. Some of the 2015 pulps were re-analyzed by ALS in North Vancouver, British Columbia, for gold by 30 g FA fusion with an AA finish.
The 2016 and 2017 drilling samples from the Dark Star area were analyzed in part by Bureau Veritas and in part by ALS, with sample preparation in their respective laboratories in Elko, Nevada, using the same procedures that were used for the Pinion area samples as summarized above. The ALS assays were carried out in their Reno and North Vancouver laboratories where gold was determined by 30 g FA fusion with an AA finish. Samples with ≥0.292 oz Au/ton were re-analyzed with a second 30 g aliquot by FA fusion and gravimetric finish. Silver and 34 major, minor, and trace elements were assayed by ICP following aqua regia digestion of 0.5 g aliquots.
The Bureau Veritas assays of the 2016 and 2017 Dark Star drilling samples were performed in Bureau Veritas’ laboratories in Sparks, Nevada, and Vancouver, British Columbia. Gold was determined by FA fusion of 30 g aliquots with an AA finish and in some cases with a gravimetric finish. Some samples were analyzed for gold by cyanide leach and an AA finish, and some samples were analyzed for gold with a screen-FA procedure. Gold, silver, and 35 major, minor, and trace elements were assayed in the Vancouver laboratory by ICP-MS following aqua regia digestion of 0.5 g aliquots.
The 2018 and 2019 drilling samples from the Dark Star area were prepared in either Bureau Veritas’ Elko or Sparks, Nevada, laboratories and analyzed in their Sparks and Vancouver laboratories. Gold and multi-element assays were carried out with the same methods and procedures used for the 2016-2017 samples. In addition, some samples were analyzed for carbon species, sulfur species, and CO2 by LECO methods.
Bureau Veritas was the principal laboratory for the analysis of the 2020 and 2021 Dark Star drilling samples. Silver was analyzed by AA following a 4-acid digestion, as well as by ICP following an aqua regia digestion. Gold was determined using a 30 g FA fusion with an AA finish. Gold was also analyzed using a 30 g cyanide leach with an AA finish. Thirty-seven major, minor and trace elements, including gold and silver, were analyzed by ICP following an aqua regia digestion. Carbon species, sulfur species and CO2 were determined with LECO methods.
ALS analyzed some of the 2020 Dark Star samples for gold using a 30 g FA fusion with an AA finish, as well as a 30 g cyanide leach with an AA finish. Samples that assayed ≥0.292 oz Au/ton were re-analyzed with a second 30 g aliquot by fire- assay fusion and gravimetric finish.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
AAL analyzed gold in some of the 2021 Dark Star drilling samples using a 30 g cyanide leach with an AA finish. Samples were also analyzed for gold using a 30 g FA fusion followed by an ICP finish. Samples that assayed ≥0.292 oz Au/ton were re-analyzed with a second 30 g aliquot by FA fusion and gravimetric finish. AAL was also the principal laboratory for the 2022 drilling, using the same analytical methods as in 2021. Paragon performed some of the analytical work in later 2020 and early 2021, analyzing for gold by 30 g FA with an ICP finish, and obtaining silver analyses by 30 g 4-acid digestion with an AA finish.
For the 2023 to 2024 drilling, Bureau Veritas was the principal laboratory, by 30 g FA fusion with an AA finish. Samples over 0.292 oz Au/ton were re-analyzed by 30 g FA with a gravimetric finish.
The 2017 drilling samples from the Jasperoid Wash area were analyzed in part by Bureau Veritas and in part by ALS following preparation at their respective laboratories in Elko, Nevada. Gold and multi-element analyses were performed at their respective laboratories in Sparks, Nevada, Vancouver and North Vancouver, British Columbia, using the same methods and procedures used for the 2016-2017 Dark Star samples as summarized above.
All of the 2018 drill samples from Jasperoid Wash were prepared and analyzed by Bureau Veritas in Sparks, Nevada and Vancouver, British Columbia, using the same methods and procedures used for the 2016-2017 Dark Star samples as summarized above.
The 2019 drill samples from Jasperoid Wash were analyzed at Bureau Veritas. Thirty-seven major, minor and trace elements, including gold and silver, were analyzed by ICP following an aqua regia digestion. Gold was also analyzed by cyanide leach. Carbon species, sulfur species and CO2 were determined with LECO methods. In 2020, some of the earlier Jasperoid Wash drilling samples were analyzed for silver using AA following a 4-acid digestion. Samples from the 2022 and 2023 drill programs were sent to AAL to be analyzed by 30 g FA with an ICP finish. At Gold Standard’s request, second analyses with a gravimetric finish were performed when assays exceeded 0.292 oz Au/ton. Cyanide leach analyses were also routinely run using a 30 g aliquot. Most of the 2024 drill samples were sent to Bureau Veritas to be analyzed by 30 g FA with an AA finish, and assays over 0.292 oz Au/ton were re-assayed with a gravimetric finish. A few samples in early 2024 were analyzed at AAL.
For additional information on the specific assaying and analytical procedures used by the Company and historic operators of the property, see Section 11 of the South Railroad Report.
DATA VERIFICATION
The applicable author of the South Railroad Report is satisfied that the Pinion, Dark Star, Jasperoid Wash, and North Bullion drilling databases are in good condition. Various audits and checks were performed by Mine Development Associates Inc (MDA) and RESPEC to verify collar coordinates, down-hole deviation surveys, geology, and assay data in the drill-hole databases. All Gold Standard gold assay data was verified using digital laboratory certificates. However, about one third of the Pinion assays and one quarter of the Dark Star assays from historical drill campaigns were unsupported with original assay certificates. The same is true at North Bullion, where Gold Standard and Company drilling makes up only 37% of the database, most of which is in the North Bullion deposit. The drill-hole data at the POD, Sweet Hollow and South Lodes deposits was almost entirely historical until Gold Standard and the Company drilled more holes into the areas from 2020 to 2025. Drill-hole data lacking adequate supporting documentation, as well as data from holes observed during sectional modeling to be inconsistent with surrounding holes, were treated as lower confidence, or excluded from use in modeling and estimation.
In 2019, Gold Standard supplemented their Pinion silver database with re-assayed individual samples for which composites of multiple intervals had previously been analyzed. Over 50% of the original certificates were available for all silver data and were used for verification. QA/QC data was also evaluated, and the silver data was deemed acceptable for use in estimation of classified Mineral Resources.
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There is no evidence of significant historical QA/QC programs for drilling prior to 2014. For Gold Standard programs at Dark Star, Pinion, and Jasperoid Wash, the QA/QC program was minimal in 2014 through 2016 but was more comprehensive in 2017 to 2024. Similarly at North Bullion, over the full-time span of the Gold Standard drilling from 2010 to 2017 and 2020 to 2025 there is a reasonable implementation of QA/QC protocols, but during some of the former time period, it is less substantial. The results and amount of QA/QC data, as well as non-remedied QA/QC “failures,” were considered in Mineral Resource classification for the Dark Star, Pinion, Jasperoid Wash and North Bullion deposits. The applicable author of the South Railroad Report concluded that the Dark Star, Pinion, Jasperoid Wash, and North Bullion analytical data are adequate for the purposes used in the South Railroad Report, subject to issues described in Sections 11 and 12 of the South Railroad Report.
Cyanide-soluble gold assays at Dark Star and Pinion were verified, but no QA/QC data was available for evaluation. Carbon and sulfur species data were audited and determined to be adequate for use in their respective estimates done for waste handling and metallurgical characterization. No QA/QC data was associated with the carbon and sulfur analyses.
Barium was estimated in the Pinion deposit block model for metallurgical characterization. Barium analyses were done using pressed-powder energy-dispersive XRF-ED and loose-powder NITON XRF analytical methods. These methods were evaluated by running additional analyses on duplicate pulp samples by various methods. After evaluating the reliability and relationship of barium assays produced by the two methods, and verification of the data, the data was used to model and estimate NITON XRF-derived barium grades.
The Pony Creek property has been the site of numerous exploration programs since the 1980’s as a result, a substantial volume of geological data has been generated, some of which is historical and was collected prior to the adoption of NI 43-101.
In 2022, APEX personnel completed a thorough data verification program that investigated the following historical information and data:
| ● | Historical and Contact surface sampling locations and assay analytical results. |
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| ● | Historical and Contact drill-hole data, including drill logs, assay analytical results and laboratory certificates. |
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| ● | Contact metallurgical test work data and laboratory certificates. |
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The 2022 data verification procedures included compiling all digital drilling data and creating a drill-hole database. Once verified, data were compiled into the Micromine drill-hole database. A total of 373 drill holes, with collar and assay data, were compiled into the database. Once compiled, a brief and concise validation program was completed comparing the original drill logs, assay certificates and collar coordinates to the compiled database.
In 2025, additional verification was undertaken to assess drilling completed at the Pony Creek property since 2022. The verification covered all 25 drill holes from 2024, distributed across Appaloosa, Bowl, Mustang, Pony Spur, and Stallion prospects. Collar locations, downhole surveys, assays and lithologies were all compared against original data and were found to be in excellent shape with no errors found.
In addition to verifying the database against source data, APEX personnel conducted logical validation checks in Leapfrog Geo, specifically for overlapping intervals and maximum depth exceedances. No errors were identified, indicating internal consistency of the drill hole data. Overall, the applicable authors of the South Railroad Report consider the Pony Creek property drilling database accurate and acceptable for resource estimation and development.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
MINERAL PROCESSING AND METALLURGICAL TESTING
A review of the metallurgy and proposed process route described in the previous feasibility study (“FS”) for the South Railroad Property concluded that run-of-mine (“RoM”) leaching is high risk, particularly for the Railroad-Pinion property. This perceived risk applies to both the predicted RoM particle size of 80% passing 6 in, and the recovery estimates. The recovery estimates for RoM leaching were 71.9% for the Dark Star deposit and 56.3% for the Pinion deposit. The estimates were based on an assumed linear logarithmic relationship between particle size and recovery. The FS predicted average differences in recovery between 80% passing 1 in and 6 in at approximately 5% for Pinion and 2% for Dark Star. However, the recent review agreed with the FS in that it also concluded that the recovery from Dark Star ore is much less sensitive to crush size than Pinion ore. It was therefore decided to crush Pinion ore and retain the RoM leach for Dark Star.
The Pinion and Dark Star deposits have different geo-metallurgical characteristics, which are briefly summarized as follows:
| ● | The Pinion deposit can be characterized as hard and abrasive material, with a steep feed theoretical square screen-opening, through which 80 weight percent of the particles will pass (“P80”) vs. gold recovery response. Much of the gold is contained in the rock ground mass and requires fine crushing (-1/4” in) to liberate gold for the most efficient cyanide-leach extraction. |
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| ● | The Dark Star deposit can be characterized as hard and moderately abrasive material, with a flat feed P80 vs. gold recovery response. Most of the gold is contained in fractures that have been oxidized and accessible to cyanide solutions that easily pass through the rock matrix. Consequently, high gold extractions are achieved at coarse particle size, requiring no crushing prior to heap leaching. |
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Economic analyses of alternative process routes for Pinion, such as RoM, secondary and tertiary crushing of the ores indicated that closed-circuit secondary crushing has acceptable economics and avoids the high-risk RoM leach, and the high cost, high power and high wear issues associated with tertiary crushing.
Analysis has shown that the Pinion North, Main and West zones are metallurgically similar, although Pinion North has a slightly higher estimated recovery. Pinion East is a separate high Barium zone with lower recovery. Dark Star uses Main, North and Transition sample designations. The Main and North zones have similar metallurgy and recovery, and there is only a small amount of transition material.
Each set of data, in both the Pinion and Dark Star deposits, has fairly large variations in recovery. No single analytical, or test-related reason, for the high variation in recoveries was identified. However, possible reasons are high Barium and/or silica, variations in rock-quality designation or preg-robbing by organic carbon etc. In Phase 6, four columns exhibited recoveries below 40%. These were removed from the analysis. Some of these low recoveries can be explained by high “preg-robbing”, high sulfide values and in some cases very high Barium content. The recoveries do not have the 2 or 3% field reduction recommended by Kappes, Cassiday & Associates (“KCA”) and others. This is because the leach curves in the test reports show that leaching is continuing and life-of-mine (“LOM”) cycle times will be much longer than the cycle times used in testing.
In Pinion test Phases 1 and 6, there is a strong trend between particle size and recovery. This is not the case at Dark Star, where “twinning” of samples and testing in bottle rolls and columns was tested. For most twinned Dark Star samples, testing indicated almost no trend between particle size and recovery, at least at the ranges tested. This indicates that the Dark Star deposit is likely to be more amenable to RoM leaching than Pinion.
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Test Phases Summary (Pinion)
| Test Phase or name | | Title | | KCA file no. | | Date | | Comments | | No. of useful column tests |
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| 1 | | Column leach tests | | PIN 07-02 | | 2016 - 2017 | | Samples are labelled Pinion Main and North | | 27 |
| 2 | | High pressure grinding rolls (“HPGR”) test work | | PIN 09-01 | | 2019 | | The Phase 2 columns are filled with material fine crushed by HPGR and compared with material crushed conventionally to ½ in. The results are not considered relevant to the current flow sheet. | | - |
| 3 | | Phase 3 met program | | PIN 09-04 | | 2019 | | Samples are labelled Pinion Main and North, and by rock type | | 24 |
| 3A | | Phase 3 HPGR test work | | PIN 10-01 | | 2019 | | Conventional crush results suspect, therefore, not used. | | - |
| 4 | | Variability Composites | | PIN 11-02 | | 2020 | | Samples are Transition, of which there is very little in the Pinion pit. | | - |
| 5 | | HPGR Feasibility comps. | | PIN 12-05 | | | | Samples are labelled Pinion East and West. | | 2 |
| 6 | | Mining Phase 4 Composites | | PIN 12-06 | | 2022 | | Samples are labelled by rock type. Some have the zones listed as Pinion East and West. | | 29 |
| TKK | | Testing of Pinion and Dark Star composites by Conv. Crush & HPGR. | | | | 2021/22 | | Samples are labelled as Pinion East and West. | | |
| 2023-2024 | | PC23-01 Column Group 1-4 and DSC23- 02 Column Group 1-2. Report of Metallurgical Test Work. | | SRR06_07 | | 2024 | | Samples are labelled Pinion. However, they are high sulfide and therefore not used. | | - |
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Test Phases Summary (Dark Star)
| | ||||||||||
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| Test Phase or name | | Title | | KCA file no. | | Date | | Comments | | No. of useful column tests |
| 1 | | Dark Star Project Bottle Roll and Column Leach Tests. Report of Metallurgical Test Work 2017 | | DKST01 | | 2017 | | Samples are labelled Dark Star and Main. Contains twinning results. | | 44 |
| 2 | | Dark Star Project HPGR Test Work.<br><br>Report of Metallurgical Test Work. | | DKST02 | | 2018 | | Samples are labelled Dark Star Main and North Composites | | 2 |
| 3 | | Dark Star Phase 3 met program. | | DKST03 | | 2019 | | Samples are labelled Dark Star Main and North, and by rock type. Contains twinning results. | | 50 |
| TKK | | Testing of Pinion and Dark Star composites by Conv. Crush & HPGR. | | - | | 2021-2022 | | Samples are labelled Dark Star Main and North Composites. | | 2 |
| Forte | | Dark Star Diffusion testing. | | 20009/21032 | | 2022 | | Samples are labelled Dark Star Main and North Composites | | 4 |
| 2023-2024 | | PC23-01 Column Group 1-4 and DSC23-02 Column Group 1-2, Report of Metallurgical Test Work. | | SRR06_07 | | 2024 | | Samples are labelled Dark Star, they are high sulfide and therefore not used, except to indicate the relationship between sulfide and recovery. | |
The process selected for recovery of gold and silver from the Pinion and Dark Star ore is a conventional heap-leach recovery circuit. The ore will be mined by standard open pit mining methods from two separate pits. Pinion and Dark Star ore will be truck-stacked on the heap. Approximately half of the ore will be truck-stacked as RoM ore directly; the other half of the ore will be truck-stacked after passing through a two-stage crushing circuit to produce a particle size of 80% passing equal to 1-in.
MINERAL RESOURCE ESTIMATE
See “Summary of Mineral Reserve and Mineral Resource Estimates” above for the Company’s current Mineral Resource estimates for the South Railroad Project.
The estimated Mineral Resources presented were classified in order of increasing geological and quantitative confidence into Inferred, Indicated, and Measured categories to be in accordance with the CIM Standards. Mineral Resources are reported at cutoffs that are reasonable for deposits of this nature given anticipated mining methods and plant processing costs, while also considering economic conditions, because of the regulatory requirements that a Mineral Resource exists “in such form and quantity and of such a grade or quality that it has reasonable prospects for eventual economic extraction.”
The applicable author of the South Railroad Report modeled geology and metal domains for the Dark Star, Pinion, Jasperoid Wash and North Bullion deposits, then estimated and classified gold Mineral Resources. A silver Mineral Resource estimate was also produced for the Pinion deposit. Orla and RESPEC updated the geologic modeling for the various deposits and Gold Standard was intimately involved with metal domain modeling. Block sizes were 30 ft x 30 ft x 30 ft for Dark Star and Pinion, and 20 ft x 20 ft x 20 ft for Jasperoid Wash. The block size for modeling and estimation at the North Bullion deposits model was 10 ft x 10 ft x 10 ft for evaluation
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of underground potential, but reblocked to 30 ft x 30 ft x 30 ft to optimize open pits. Estimation was done using inverse-distance methods with powers ranging from two to four. Multiple models were estimated in order to optimize the estimation parameters.
The Mineral Resources estimated by applicable author of the South Railroad Report for the Railroad-Pinion property is the block-diluted inverse-distance estimate and is reported at variable cutoffs for open-pit and underground mining. The cutoff for oxidized and transitional redox material in an open pit is 0.003 oz Au/ton, whereas the cutoff for sulfide material is 0.017 oz Au/ton. Potential sulfide underground resources, present at the Dark Star North and the North Bullion deposit, are reported at a cutoff of 0.075 oz Au/ton. Mineral Resources were classified as Measured, Indicated or Inferred for each deposit separately. Factors considered for classification include results of data verification and QA/QC results, the level of geologic understanding of each deposit, and performance of past Mineral Resource block models with new drilling.
The Mineral Resource estimates set forth under the heading “Summary of Mineral Reserve and Mineral Resource Estimates” present the optimized pit- and underground grade shell-constrained estimated Mineral Resources for the Dark Star, Jasperoid Wash and North Bullion deposits based on a $2,800/oz gold price. The Pinion Mineral Resource estimates are reported at a cutoff grade based on a gold price of $2,800/oz and silver price of $33.00/oz, and within pits optimized using a gold price of $2,300/oz and silver price of $27.00/oz.
Barium was estimated into the Pinion deposit block model for use in metallurgical characterization of the Pinion mineralized material. The average barium grade is ~2.65% for the gold mineralization grading at least 0.005 oz Au/ton. Factoring between barium analytical results were required, which added some uncertainty to the model.
Cyanide-soluble gold block models were produced for the Pinion and Dark Star deposits. These estimates appear reasonable in areas with Gold Standard drilling, however, there is less confidence in some areas where cyanide-soluble gold data is lacking, such as where historical drilling is predominant.
An acid-base accounting model was generated for Pinion and Dark Star to characterize waste material for mine planning and handling. An organic carbon model was also produced to evaluate effects on metallurgy at Pinion. Because of limited data, these estimates can only be considered as guides for environmental planning and metallurgy.
The applicable author of the South Railroad Report completed the 2025 Pony Creek Mineral Resource estimates in NAD27 / BLM 11N (ftUS) Coordinate System (EPSG:4411), and utilized a block model with a size of 20 ft (X) by 20 ft (Y) by 10 ft (Z) to honor the mineralization wireframes for estimation. Gold grades were estimated for each block using Ordinary Kriging with locally varying anisotropy to ensure grade continuity in various directions is reproduced in the block model. The Mineral Resource estimate is reported as undiluted.
The reported open-pit resources for Pony Creek utilize a cutoff of 0.103 Au g/t Au for heap leach and 0.17 Au g/t for vat leach material. The resource block model underwent pit optimization using Deswik’s Pseudoflow pit optimization. The resulting pit shell is used to constrain the reported open-pit resources. Economic assumptions used include a gold price of US$2,800/oz, process recoveries of 75% for gold in heap leach material and 85% for gold in vat leach material, a processing cost of US$1.90/t for heap leach and US$6.70/t for vat leach material, and a G&A cost of US$0.56/t.
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MINERAL RESERVE ESTIMATE
See “Summary of Mineral Reserve and Mineral Resource Estimates” above for the Company’s current Mineral Reserve estimates for the South Railroad Project.
Measured and Indicated Mineral Resources were used as the basis to define Mineral Reserves for both the Dark Star and Pinion deposits. Mineral Reserve definition was done by first identifying ultimate pit limits using economic parameters and applying pit optimization techniques. The resulting optimized pit shells were then used for guidance in pit design to allow access for equipment and personnel. Modifying factors including mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors have been applied in the estimate of Mineral Reserves.
RESPEC provided the final production schedule to M3 who developed the final cash-flow model, which demonstrates that the Pinion and Dark Star deposits make a positive cash flow and are reasonable with respect to statement of Mineral Reserves for these deposits. Within the designed pits, there are a total of 294 million t of waste associated with the in-pit Mineral Reserves. This results in an overall project strip ratio of 4 t of waste for each ton of material processed.
MINING OPERATIONS
The FS for the South Railroad Project includes mining at both the Dark Star and Pinion deposits; both are planned as open-pit, truck and shovel operations. The truck and shovel method provides reasonable costs and selectivity for these deposits. The production schedule considers the processing of material by RoM. All RoM material will be dumped in place directly on the RoM leach pad. Monthly periods were used to create the production schedule with pre-stripping starting in Dark Star at month -2. Start of RoM processing is assumed to be month 8, while crushed processing is expected to begin in month 9.
The total Dark Star mining rate would ramp up from 18,900 tons per day to about 102,300 tons per day over a period of 7 months during pre-production. The maximum mining rate required in Pinion is 129,400 tons per day.
The FS has assumed owner mining to keep the cost lower than it would be with contract mining. The production schedule was used along with additional efficiency factors, cycle times, and productivity rates to develop the first principle hours required for primary mining equipment to achieve the production schedule. Primary mining equipment includes drills, loaders, hydraulic shovels, and 200-t capacity haul trucks.
Waste storage facility designs were created for the FS to contain the material that is not processed. A 1.3 swell factor was assumed which provides for both swell when mined and re-compaction when placed into the facility.
PROCESSING AND RECOVERY OPERATIONS
The process selected for recovery of gold and silver from the Pinion and Dark Star ore is a conventional heap-leach recovery circuit. The ore will be mined by standard open pit mining methods from two separate pits. Pinion and Dark Star ore will be truck-stacked on the heap. Approximately half of the ore will be truck-stacked as RoM ore directly; the other half of the ore will be truck-stacked after passing through a two-stage crushing circuit to produce a particle size of 80% passing equal to 1 in.
Oxide and transition material types will be leached with a dilute cyanide solution. The leached gold and silver will be recovered from solution using a carbon adsorption circuit. Gold and silver will be stripped from carbon using a desorption process, followed by electrowinning to produce a precipitate sludge. The precipitate sludge will be processed using a retort oven for drying and mercury separation and recovery, and then refined in a melting furnace to produce gold and silver doré bars.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The Pinion and Dark Star deposits have a total estimated Mineral Reserve of 73.4 million t. The total estimated mine life is 10 years; solution application on the heap leach pad will continue for an additional 3 years after mining operations have ceased to recover additional solubilized metal ounces. The nominal RoM ore placement rate on the pad is an average of 5.1 million tons per annum, equivalent to 14,000 t per day. The nominal two-stage crushed ore placement rate on the pad is an average of 4.015 million tons per annum, equivalent to 11,000 tons per day.
The gold and silver recoveries for heap leaching of the Pinion and Dark Star ore have been taken from the recommendations detailed in Section 13 of the South Railroad Report, as discussed above under “Mineral Processing and Metallurgical Testing”.
For the Pinion and Dark Star Mineral Resources, the overall LOM average gold recovery for the ore is estimated at 70.8%, and the overall LOM average silver recovery for the ore is estimated at 12.4%. Dark Star Mineral Resources recovery is estimated higher than Pinion. For Dark Star, the LOM gold recovery is estimated at 75.5% for RoM material and 82.1% for two-stage crushed material. For Pinion, the LOM gold recovery is estimated at 51.7% for RoM material and 61.5% for two-stage crushed material.
INFRASTRUCTURE, PERMITTING AND COMPLIANCE ACTIVITIES
INFRASTRUCTURE
Project infrastructure for South Railroad has been developed to support the mining and heap leaching operations. Electrical power will be generated onsite by generators powered by liquified natural gas. Project buildings located at the site will include Security and Emergency services, Administration, Change House, Crushing, Truck Shop, adsorption, desorption, and regeneration/Refinery Plant, and Laboratory buildings. These will mainly be located between Pinion and Dark Star pits for ease of access and be connected by local roads and haul routes.
ENVIRONMENT AND PERMITTING
The Company and Gold Standard conducted environmental baseline studies over the past several years as part of their ongoing permitting efforts and in preparation for the submittal of permit applications for conduct mining operations. The main portion for the South Railroad Project area has been surveyed for surface water resources, including Waters of the United States, biological resources, and cultural resources. The South Railroad Project access road, and the water management area remain to be surveyed. In 2018, Gold Standard commenced material characterization testing of the mineralized material and waste rock to determine the metal leaching and acid generation potential. Additionally, an evaluation of the groundwater resources was commenced to determine groundwater supply potential, as well as the potential impacts from groundwater pumping and pit lake development.
Within and adjacent to the South Railroad Project area there are greater sage grouse and golden eagles. These species will have an effect on how the South Railroad Project is permitted and what mitigation is required or proposed. The Company is working with the BLM on the management of these species.
The review and approval process for the Nevada Reclamation Permit Application (“Plan Application”) by the BLM constitutes a federal action under the National Environmental Policy Act (“NEPA”) and BLM regulations. Thus, for the BLM to process the Plan Application, the BLM is required to comply with the NEPA and prepare either an Environmental Impact Assessment, or an Environmental Impact Statement (“EIS”). The BLM has determined that this process requires an EIS, due to the mine dewatering and potential pit lake. Preparation of the EIS is currently underway, with the South Railroad Project accepted into the FAST-41 permitting process and now benefitting from a predictable and transparent coordinated project plan that outlines a Record of Decision in mid-2026. The Company will also need an Individual Section 404 permit from the United States Army Corps of Engineers, and this agency will be a cooperating agency on the NEPA documents.
There are a number of environmental permits issued by the Nevada Department of Environmental Protection (“NDEP”) that are necessary to develop the South Railroad Project and which the Company needs to permit the South Railroad Project. The NDEP issues
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
permits that address water and air pollution, as well as land reclamation. The Nevada Division of Water Resources issues water rights for the use and management of water.
While the South Railroad Project is a previously explored minerals property with exploration related disturbance, there have been very long periods of non-operation. There are no known ongoing environmental issues with any of the regulatory agencies. Gold Standard and the Company conducted baseline data collection for a couple of years for environmental studies required to support the Plan Application and permitting process. The waste and mineralized material characterization and the hydrogeologic evaluation are currently in their latter stages of development. Material characterization indicates the need to manage a significant portion of the waste rock as potentially acid generating in engineered facilities. Additional results to date indicate limited cultural issues, air quality impacts appear to be within State of Nevada standards, traffic and noise issues are present but at low levels, and socioeconomic impacts are positive.
Social and community impacts have been and are being considered and evaluated for the Plan Application and plan amendment performed for the South Railroad Project in accordance with the NEPA and other federal laws. Potentially affected Native American tribes, tribal organizations, and/or individuals are consulted during the preparation of all plan amendments to advise on the proposed projects that may have an effect on cultural sites, resources, and traditional activities.
Potential community impacts to existing population and demographics, income, employment, economy, public finance, housing, community facilities, and community services are evaluated for potential impacts as part of the NEPA process. There are no known social or community issues that would have a material impact on the South Railroad Project’s ability to extract Mineral Resources. Identified socioeconomic issues (employment, payroll, services and supply purchases, and state and local tax payments) are anticipated to be positive.
A Tentative Plan for Permanent Closure (“TPPC”) for the South Railroad Project would be submitted to the NEDP with the water pollution control permit application. In the TPPC, the proposed heap leach closure approach would consist of fluid management through evaporation, covering the heap leach pad and waste rock facilities with growth media, and then revegetating. The design of the process components is not sufficiently advanced to determine the closure costs. Any residual heap leach or waste rock facilities drainage will be managed with evaporation cells.
The Company developed a water management plan (the “Water Management Plan”) for South Railroad in support of the South Railroad Report. The Water Management Plan formed the basis for evaluating the infrastructure and associated cost to manage water through the life cycle of the mine. The purpose of the Water Management Plan is to present the water management strategies that focus on water as an asset and allow the Company to proactively plan and manage water from development to post-closure such that operational and stakeholder water needs are met, and that human health and the environment are protected.
CAPITAL AND OPERATING COSTS
The capital expenditure schedule for the LOM as set forth in the South Railroad Report is shown in the table below.
Capital Expenditure Schedule
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| | | Initial | | Sustaining | | Total | ||||||||||||||||||||||||||||||
| Capital Expenditure ($000) | | Year -1 | | Year 1 | | Year 2 | | Year 3 | | Year 4 | | Year 5 | | Year 6 | | Year 7 | | Year 8 | | Year 9 | | Year 10 | | | ||||||||||||
| Mine Pre-Production | | $ | 31,719 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | $ | 31,719 | ||||||||||
| Mine Capital | | $ | 28,047 | | $ | 30,906 | | $ | 37,058 | | $ | 25,700 | | $ | 10,390 | | $ | 7,178 | | $ | 7,336 | | $ | 799 | | $ | — | $ | — | $ | — | | $ | 147,414 | ||
| Process | | $ | 324,138 | | $ | 45,460 | | $ | 5,028 | | $ | 15,051 | | $ | 13,148 | | $ | 4,201 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 407,025 |
| Owner’s Cost | | $ | 10,837 | | $ | 6,861 | | **** | — | | **** | — | | **** | — | | **** | — | | **** | — | | **** | — | | **** | — | | **** | — | | **** | — | | $ | 17,697 |
| Total | | $ | 394,741 | | $ | 83,226 | | $ | 42,085 | | $ | 40,751 | | $ | 23,538 | | $ | 11,379 | | $ | 7,336 | | $ | 799 | | $ | — | | $ | — | | $ | — | | $ | 603,855 |
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The total production cost includes mine operations, process plant operations, general and administration, reclamation and closure, and government fees. The following table below shows the operating costs as set forth in the South Railroad Report over the LOM by area.
LOM Operating Costs
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|---|---|---|
| LOM Operating Cost (000) | ||
| Mining | $ | 816,007 |
| Process Plant | $ | 302,204 |
| G&A | $ | 80,678 |
| Refining | $ | 2,308 |
| Total Operating Cost | $ | 1,201,197 |
| Royalty | $ | 97,464 |
| Salvage Value | $ | (16,419) |
| Reclamation/Closure | $ | 29,193 |
| Total Production Cost | $ | 1,311,435 |
All values are in US Dollars.
The FS indicates an average gold production over the estimated 10-year LOM of about 104,000 ounces per year, with peak production in Year 1 and Year 5 of 149,000 ounces of gold. Cash costs^1^ are estimated to be $1,207 per ounce of gold after by-product credit, and AISC^1^are estimated to be $1,505 per ounce of gold. The resulting after-tax cash flow is $1.09 billion, for an after-tax NPV (5%) of $782.7 million and an estimated payback period of 2 years. A summary of the pre-tax and after-tax FS economic indicators is shown in the following table.
^1^ Total cash cost and AISC are non-GAAP measures. See “Introductory Notes and Cautionary Statements – Non-GAAP Measures” for additional information.
Economic Analysis Summary
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| Indicators | | Before-Tax | | After-Tax | **** | ||
| LOM Cash Flow ($000) | | $ | 1,413,021 | | $ | 1,094,559 | |
| NPV @ 5% ($000) | | $ | 1,010,583 | | $ | 782,677 | |
| NPV @ 10% ($000) | | $ | 733,940 | | $ | 564,747 | |
| IRR | | 54.7 | % | 48.0 | % | ||
| Payback (years) | | 1.8 | | 2.0 | |
Note: Gold price at $3,100 per ounce; silver price at $36.50 per ounce.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
SENSITIVITY ANALYSIS
The following table shows the sensitivity analysis of the key economic indicators (cash flow, NPV, IRR, and payback) to changes in gold prices.
Sensitivity Analysis
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial Indicators | | 4,500 Gold | | 3,500 Gold | | Base Case | | 2,500 Gold | | 2,000 Gold | ||
| Gold Price (per troy oz) | | | | $ | 3,100 | | | | ||||
| Silver Price (per troy oz) | | | | $ | 21.50 | | | | ||||
| Pre-tax Cash Flow, $M | | | | $ | 1,413.0 | | | | ||||
| Pre-tax Net Present Value (5%) in $M | | | | $ | 1,010.6 | | | | ||||
| Pre-tax Internal Rate of Return (IRR) | | % | % | **** | 54.7 | % | % | % | ||||
| Pre-tax Payback (Years) | | | | **** | 1.8 | | | | ||||
| After-tax Cash Flow, $M | | | | $ | 1,094.6 | | | | ||||
| After-tax Net Present Value (5%) in $M | | | | $ | 782.7 | | | | ||||
| After-tax Internal Rate of Return (IRR) | | % | % | **** | 48.0 | % | % | % | ||||
| After-tax Payback (Years) | | | | **** | 2.0 | | | |
All values are in US Dollars.
EXPLORATION, DEVELOPMENT, AND PRODUCTION
2025 EXPLORATION
In 2025, Orla completed 18,184 metres of drilling at the South Carlin Complex. The program focused on strengthening geological understanding, refining models, expanding and upgrading resources at Dark Star and Pinion, and advancing satellite deposits. Drilling also identified new zones of oxide gold mineralization, including Spike and the emerging Firebox target.
PLANNED 2026 EXPLORATION AND DEVELOPMENT
Orla will transition to the execution phase in 2026, beginning with pre-construction spending for detailed engineering, construction readiness activities, and long-lead procurement. Full construction is expected to begin in mid-2026, following receipt of the Record of Decision.
The 2026 exploration program is planned to commence in Q2, 2026 and will focus on potential pit extensions at Pinion, Dark Star and Jasperoid Wash to support resource and reserve growth and assess opportunities to extend mine life, as well as advancing oxide targets and mineralized zones proximal to the South Railroad development area.
OTHER MINERAL PROJECTS
CERRO QUEMA PROJECT
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 (the “Cerro Quema Report”).
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
On October 27, 2023, Panama’s President, Laurentino Cortizo Cohen, signed Executive Decree No. 23/2023 (“Decree 23-2023”). Decree 23-2023 (i) banned the granting of new concessions for the exploration, extraction, transportation, and exploitation of metal mining in Panama, (ii) rejected all pending requests for the granting of new concessions for the exploration, extraction, transport, and exploitation of metal mining and (iii) ordered MICI to dispose of the files within three months of the passing of Decree 23-2023. 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 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. On December 26, 2023, MCQSA filed requests for reconsideration of MICI’s decisions. On March 11, 2024, MICI rejected the requests for reconsideration.
In March 2024, the Company filed a Notice of Intent to Arbitrate with the Government of Panama under 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 to Arbitrate on July 3, 2024. As part of the FTA requirements, the Company submitted an initial and preliminary estimate of damages claimed of no less than US$400 million, plus pre-award and post-award interest.
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 in accordance with the Arbitration Rules.
The following procedural steps have occurred to date and the Company expects a Tribunal hearing to occur in June 2027.
| ● | The Company filed its written submissions (referred to as its Memorial on Liability and Quantum) to the Tribunal in late March 2025. |
|---|---|
| ● | On May 12, 2025, Panama submitted a bifurcation request, asking the Tribunal to hear Panama’s preliminary objections prior to the merits and to hear the merits prior to quantum. On June 24, 2025, the Tribunal decided that the bifurcation request was admissible and ordered a suspension of the arbitration proceedings on the merits pending the resolution of Panama’s bifurcation request. |
| --- | --- |
| ● | On July 24, 2025, the Company filed a proposal for disqualification of one of the Tribunal arbitrators pursuant to the ICSID Rules. The proceedings on Panama’s bifurcation request were stayed pending the resolution of the Company’s disqualification request. In September 2025, the Company’s proposal was considered by the two remaining Tribunal members and was denied. |
| --- | --- |
| ● | In December 2025, the Tribunal held a hearing on Panama’s bifurcation request, which it subsequently denied. |
| --- | --- |
| ● | Panama filed its Counter-Memorial on Liability and Quantum with the Tribunal on March 11, 2026. |
| --- | --- |
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.
As a result of the foregoing, the Company has removed the Mineral Resources and Mineral Reserve estimates for the Cerro Quema Project from the “Summary of Mineral Reserve and Mineral Resource Estimates” set forth in this AIF. In the event that the Company is
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
able to reach an agreement with the Panamanian government or Law 407 is repealed, the Company expects to publicly report on such estimates again in future periods. For additional information, please refer to the Cerro Quema Report and the Company’s annual information form for the year ended December 31, 2022.
See “Risk Factors – The Cerro Quema Project”.
LEWIS PROJECT
The Lewis Project was acquired by the Company through its acquisition of Gold Standard. The project is strategically located adjacent to the north and within the Plan of Operations boundary of Nevada Gold Mines’ Phoenix Operation. The Lewis Project has an Inferred Mineral Resource of 206,000 ounces of gold (7.74 million tonnes at 0.83 g/t gold) and several additional prospective targets that have the potential to expand the resource base. For additional detail, see the technical report titled “Technical Report and Mineral Resource Estimate for the Lewis Project, Lander County, Nevada, USA” dated June 15, 2020 and an effective date of May 1, 2020, which is available on SEDAR and EDGAR under Gold Standard’s profile at www.sedarplus.ca and www.sec.gov, respectively, as well as the Company’s website. The Lewis Project is not considered to be a material project for the Company. No exploration activities are planned at the Lewis Project in 2025.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
RISK FACTORS
In addition to the usual risks associated with an investment in a mineral exploration, development, and operating company, the Company believes that, in particular, the risk factors set out below should be considered. It should be noted that this list is not exhaustive and that other risk factors may apply. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Directors of the Company are currently unaware or which they consider not to be material in relation to the Company’s business, actually occur, the Company’s assets, liabilities, financial condition, results of operations (including future results of operations), business, and business prospects could be materially adversely affected. In such circumstances, the price of the Company’s securities could decline and investors may lose all or part of their investment. An investment in the Company may not be suitable for all investors.
UNCERTAINTY IN THE ESTIMATION OF MINERAL RESERVES AND MINERAL RESOURCES
The figures for Mineral Reserves and Mineral Resources contained in this AIF 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.
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.
Short-term operating factors relating to the Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Fluctuations in gold, silver, and base or other precious metals prices, results of drilling, metallurgical testing and production, and the evaluation of studies, reports, and plans subsequent to the date of any estimate may result in a revision of estimates from time to time or may render the estimates uneconomic to exploit. Mineral Resource and Mineral Reserve data is not indicative of future results of operations. Estimated Mineral Resources or Mineral Reserves for the Company’s properties are evaluated from time to time and may require adjustments or downward revisions based upon further exploration or development work, geological interpretation, drilling results, metal prices, or actual production experience. Any material reductions in estimates could have a material adverse effect on the Company’s results of operations and financial condition.
The category of Inferred Mineral Resource is the least reliable Mineral Resource category and is subject to the most variability. Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that Inferred Mineral Resources will be upgraded to Proven Mineral Reserves and Probable Mineral Reserves as a result of continued exploration. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
INDEBTEDNESS AND GOLD PREPAY
As of the date of this AIF, Orla has indebtedness under the Credit Facility and Convertible Notes, as well as the Gold Prepay obligations to the Gold Prepay Providers, each as discussed under the heading “General Development of the Business – Developments During
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2024”. 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 Prepay. 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 Prepay 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 the Credit Facility, Convertible Notes, and the Gold Prepay 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.
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 “General Development of the Business – Developments During 2025” 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 Orla 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
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
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 principal 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, tariffs, 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.
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.
New laws or 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.
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.
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
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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 previously disclosed, the Company is reviewing potential criminal activity at its Camino Rojo mine in Mexico. 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. For additional information, see section IV – Discussion of Operations – B. Camino Rojo, Mexico – Regulatory Matters in the Company’s management’s discussion and analysis for the financial year ended December 31, 2025.
In Mexico, recent and proposed changes to the mining legal and regulatory framework may also materially affect the Company’s existing concessions, development plans and operating practices. In May 2023, the Mexican government completed a decree reforming various provisions of the mining law (the “Decree”), which was published in the Official Gazette and became law on May 9, 2023. The Decree makes significant changes to the current mining laws, including but not limited to: reducing new mining license concession terms; restricting the granting of mining concessions requiring public auctions; imposing conditions on water use and availability; imposing regulations on mining concession transfers; imposing additional grounds for cancellation of mining concessions and further limitations on mining in protected areas; granting preferential rights to mining strategic minerals to state owned enterprises; imposing additional requirements for financial instruments to be provided to guarantee preventive, mitigation, and compensation measures resulting from the social impact assessment, as well as potential damages that may occur during mining activities. The full impact of the Decree on the Company is currently unknown, as the Mexican Government has yet to publish the associated regulations.
On June 19, 2023, the Company filed an “Amparo” in the Second District Court of the State of Zacatecas against the Decree on various grounds. An Amparo is a judicial action to protect a party’s rights from acts or omissions of governmental authorities that violate the rights and guarantees of such party that are protected by the Mexican Constitution. On August 25, 2023, the District Court judge declined to grant the Company’s motion to suspend application of the Decree while the Company awaits a final judgment on its Amparo, which decision the Company has appealed. The hearing for the Amparo was held in December 2023. In February 2024, District Court dismissed the Company’s Amparo. The Company has appealed such decision to the Collegiate Circuit Court of Mexico. However, the Supreme Court of Justice of Mexico has ordered that District and Circuit Courts postpone the issuance of any decisions in relation to the Decree until certain constitutional challenges raised by opposition parties in the Mexican government are resolved by the Supreme Court, the timeline for which is uncertain. If our challenge to the Decree is not successful, the changes to the mining law may have material impacts on our current and future exploration activities and operations in Mexico, the extent of which is yet to be determined.
PERMITTING RISKS
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,
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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.
South Railroad will require various other environmental permits issued by the Nevada Department of Environmental Protection and from other state and local agencies. In particular, South Railroad is located in greater sage grouse habitat and the project is subject to the Nevada Conservation Credit System (the “CCS”), a regulatory framework designed to offset the impact to greater sage-grouse from anthropogenic disturbances, such as mining. The CCS requires South Railroad (as a debit generator) to acquire or purchase credits under the system, which may lead to increased operational costs and potential delays. Further, changes in the greater sage grouse population, evolving interpretations of existing rules under the CCS or alterations in the credit system itself may lead to additional costs and delays. There can be no assurance that the Company will acquire sage grouse credits on economically acceptable terms.
ENVIRONMENTAL AND OTHER REGULATORY REQUIREMENTS
The activities of the Company are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases, or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving to stricter standards and enforcement, and fines and penalties for noncompliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers, and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. Environmental hazards may exist on the properties in which the Company holds its interests or on properties that will be acquired which are unknown to the Company at present and which have been caused by previous or existing owners or operators of those properties.
The Company’s current or future activities, including exploration and development activities and operations of the Company require licenses, permits, or other approvals from various governmental authorities and activities are and will be governed by laws and regulations governing exploration, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety, mine permitting, and other matters. Companies engaged in exploration and development activities generally experience increased costs and delays as a result of the need to comply with applicable laws, regulations, and permits. There can be no assurance that all permits that the Company may require for exploration and development will be obtainable on reasonable terms or on a timely basis, or that such laws and regulations would not have an adverse effect on any project that the Company may undertake. There may also be unforeseen environmental liabilities resulting from exploration, development, and/or mining activities and these may be costly to remedy.
The Company does not maintain insurance against all environmental risks. As a result, any claims against the Company may result in liabilities that could have a significant adverse effect on the operations and financial condition of the Company.
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 exploration and development operations may be required to compensate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.
Amendments to current laws, regulations, and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in expenditures and costs or require abandonment or delays in developing new mining properties.
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The Company cannot give any assurances that breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially or adversely affect its financial condition. There is no assurance that future changes to environmental regulation, if any, will not adversely affect the Company.
For example, an ecological tax implemented by the state Congress of Zacatecas in 2017 could have a significant impact on the economics of the Camino Rojo Project. This tax is applied to cubic metres of 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. Due to the uncertainty of application of this tax and turbulence between active mining companies and the State of Zacatecas, the long-term effects and implementation of this ecological tax are currently unknown and were not considered in the Camino Rojo Report. The Company has received assessments 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, the Company has filed the appropriate appeals. We expect this matter will be resolved by judicial process. Due to this uncertainty, no amounts have been accrued in the Company’s financial statements in respect of this ecological tax. The amounts eventually paid in respect of this tax could be material.
TAILINGS RISKS
Mining companies face innate risks in their operations with respect to tailings storage facilities and structures built for the containment of processed rock that remains after the target minerals are extracted, known as tailings, which will expose the Company to certain risks in connection with operations at the Musselwhite Mine. Unexpected failings or breaches of tailings storage facilities, such as slope failures, foundation failures, or erosion, could release tailings and result in extensive environmental damage to the surrounding area as well as damage to property, personal injury, or death. Tailings storage facility failures can result in the immediate suspension of mining operations by government authorities and lead to significant costs and expenses, write offs of material assets, and the recognition of provisions for remediation, which could affect the Company’s operations at the Musselwhite Mine and financial condition.
The unexpected failure of a tailings storage facility could subject the Company to any or all of the potential impacts discussed above in “Environmental and Other Regulatory Requirements”, among others. A major spill or failure of the tailings facilities (including as a result of matters beyond the Company’s control such as extreme weather, a seismic event, or other incident) could cause damage to the environment and the surrounding communities, wildlife, and areas. Failure to comply with existing or new environmental, health, and safety laws and regulations could lead to injunctions, fines, suspension, or revocation of permits and other penalties. The costs and delays associated with compliance with these laws, regulations, and permits may prevent the Company from proceeding with the development of a project or the operation or further development of the Musselwhite Mine or increase the costs of development or production, or otherwise impact the Company’s ability to execute its strategic plans, and may materially adversely affect the Company’s business, results of operations at the Musselwhite Mine, or financial condition. The Company could also be held responsible for the costs associated with investigating and addressing contamination (including claims for natural resource damages) or for fines or penalties from governmental authorities relating to contamination issues at the Musselwhite Mine. The Company could also be found liable for claims relating to exposure to hazardous and toxic substances and major spills, breach, or other failure of the tailing facilities. The costs associated with such responsibilities and liabilities could be significant, be higher than estimated, and may involve a time consuming clean-up. Furthermore, in the event that the Company is deemed liable for any damage caused by overflow, the Company’s losses or consequences of regulatory action might not be sufficiently covered by insurance policies. Should the Company be unable to fully fund the cost of remedying such environmental concerns, the Company could be required to temporarily or permanently suspend operations at the Musselwhite Mine. If any such risks were to occur, this could materially and adversely affect the Company’s reputation and its ability to conduct its operations, and could subject the Company to liability and result in a material adverse effect on its business, financial condition and results of operations.
RECLAMATION COSTS
The Company’s operations are subject to closure and reclamation plans that establish obligations to reclaim properties after minerals have been mined from a site. These obligations represent significant future costs for the Company. It may be necessary to revise reclamation timing, concepts, and plans, which could increase costs.
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Reclamation bonds or other forms of financial assurance are often required to secure reclamation activities. Governing authorities require companies to periodically recalculate the amount of a reclamation bond and may require bond amounts to be increased. It may be necessary to revise the planned reclamation expenditures and the operating plan for the Company’s operations in order to fund an increase to a reclamation bond. Reclamation bonds may represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine operation. The Company’s accruals for the costs of reclamation of its operations are estimates only and may not represent the actual amounts that will be required to complete all reclamation activity. Obtaining regulatory approval of the Company’s reclamation activity may also add additional time and costs to reclamation. If actual costs are significantly higher than current estimates, then results of the Company’s operations and financial position could be materially adversely affected.
SURFACE RIGHTS
CAMINO ROJO
There are four ejido communities in the vicinity of the main area of operations and 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.
SOUTH RAILROAD
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 title 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.
MUSSELWHITE
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
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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.
Governments in many jurisdictions must consult with, or require the Company to consult with, Indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. On July 21, 2021, the Canadian federal government’s UNDRIP Act came into force marking Canada’s first substantive step towards ensuring Canadian federal laws reflect the standards outlined in the United Nations Declaration on the Rights of Indigenous Peoples. It is yet to be determined what near-term impacts and changes, if any, will follow; however, such legislation may potentially have numerous implications for Indigenous groups, government authorities, and natural resource project proponents.
Consultation and other rights of Indigenous peoples may require accommodation including undertakings regarding employment, royalty payments, and other matters. The risk of unforeseen title claims by Indigenous peoples also could affect future development and operations at the Musselwhite Mine.
SOUTH RAILROAD
Certain of the Company’s mineral rights at the South Railroad Project consist of unpatented mining claims. Unpatented mining claims are unique real property interests and are generally considered to be subject to greater risk than other real property interests because the legal validity of unpatented mining claims is often uncertain. Unpatented mining claims provide only possessory title and their legal validity is often subject to contest by third parties or the federal government. These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of mining claim boundaries and location monuments, assessment work, unregistered agreements, undetected defects, and possible conflicts with other mining claims. Since a substantial portion of all mineral exploration, development and mining in the western United States now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry.
The South Railroad Project is also subject to annual compliance with assessment work or fee requirements, property taxes, lease payments, and other contractual payments and obligations. Any failure to make such payments or comply with such requirements or obligations could result in the loss of all or a portion of the Company’s interest in the South Railroad Project.
In addition, certain of the Company’s subsurface mineral rights to the South Railroad Project are secured or controlled by a contractual interest in private surface and mineral property in the form of various surface use agreements and mining/mineral leases. Subject to the terms of those agreements and leases, certain of those agreements and leases may not have provisions for automatic renewal. If the Company is not able to negotiate for the extension of those agreements and leases they may expire and no longer form part of the Company’s mineral portfolio, which may have a material adverse effect on the Company’s business.
WATER RIGHTS
The Company’s current and future mining operations will require significant quantities of water for mining, ore processing and related support facilities. In particular, the Company’s properties in Mexico and Nevada are in areas where water is scarce and competition among users for continuing access to water is significant. Continuous production and project development is dependent on the Company’s ability to acquire and maintain water rights and claims and to defeat claims adverse to current water uses in legal proceedings. The Company cannot predict the potential outcome of future legal proceedings relating to enforcement of water rights, claims and uses, or potential pressure from other users of water, government agencies and officials, and/or non-governmental organizations to limit the amount of water made available to or used for mining activities, regardless of legally valid water rights. Water shortages may also result from weather or environmental and climate impacts outside of the Company’s control, see “Risk Factors – Climate Change Risk”. Shortages in water supply or the inability to acquire and maintain water rights could result in development delays, as well as production and processing interruptions. In addition, the scarcity of water in certain regions could result in increased costs to obtain sufficient quantities of water for the Company to develop projects or conduct operations.
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The loss of some or all water rights, ongoing litigation to enforce existing or new water rights, ongoing shortages of water to which the Company has rights and/or significantly higher costs to obtain sufficient quantities of water could result in the Company’s inability to develop its projects, maintain production at current or expected levels, require the Company to curtail or shut down mining operations, and could prevent the Company from pursuing expansion or development opportunities, which could adversely affect the Company’s results of operations and financial condition. Laws and regulations may be introduced in some jurisdictions in which the Company operates which could also limit access to sufficient water resources, adversely affecting existing operations or expansion or development plans.
For example, in Nevada, where the Company’s South Railroad Project is located, all water belongs to the public and is subject to appropriation for beneficial uses, such as mining. The Nevada State Engineer is responsible for administering and enforcing Nevada water law, which includes the appropriation of surface and ground water in the State. Water rights may be acquired by making an application to the State Engineer to acquire new water rights, or by leasing or purchasing existing water rights from a third party. New water rights are issued by the State Engineer based on prior appropriation (also known as “first in time, first in right”), which prioritizes parties with senior water rights in the event of overallocation, and water availability within an applicable hydrographic basin. The acquisition of water rights in Nevada is a systemic issue in mining and if water rights cannot be obtained on economically viable terms by the Company, the development of the South Railroad Project will be delayed or may no longer be economically feasible.
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.
FINANCING RISKS
The Company’s mining, process, exploration, and development activities may require additional financing. Historically, the Company has been financed through the issuance of Common Shares, debt, and other equity securities. Although the Company has been successful in the past in obtaining financing, there can be no assurance that additional funding, if required, will be available to it in the future to fulfill the Company’s existing obligations or further exploration and development and, if obtained, on terms favourable to the Company. The ability of the Company to arrange additional financing in the future will depend, in part, on prevailing capital market conditions as well as the business performance of the Company. If the Company raises additional financing through the issuance of Common Shares or securities convertible into Common Shares, this may result in dilution to the equity ownership of the Company’s existing shareholders. Failure to obtain required financing could result in delay or indefinite postponement of its anticipated activities in the coming years and could cause the Company to forfeit its interests in some or all of the Company’s properties or to reduce or terminate the Company’s operations. Failure to obtain required financing would have a material adverse effect on the Company’s business, financial condition, and results of operations.
PRODUCTION ESTIMATES
The Company has Mineral Reserve estimations for certain of its projects as set forth in this AIF and has published production and cost guidance for 2026. 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. The realization of estimates is dependent on, among other things, the accuracy of Mineral Reserve and Mineral Resource estimates, the accuracy of assumptions regarding grades and recovery rates, ground conditions (including hydrology), the physical characteristics of deposits, the presence or absence of particular metallurgical characteristics, and the accuracy of the estimated rates and costs of mining,
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haulage, and processing. Actual production may vary from estimates for a variety of reasons, including the actual ore mined varying from estimates of grade or tonnage; dilution and metallurgical and other characteristics (whether based on representative samples of ore or not); short-term operating factors such as the need for sequential development of ore bodies; mine failures or slope failures; industrial accidents; natural phenomena such as inclement weather conditions, floods, droughts, rock slides, and earthquakes; encountering unusual or unexpected geological conditions; changes in power costs and potential power shortages; shortages of principal supplies needed for mining operations, including explosives, fuels, chemical reagents, water, equipment parts, and lubricants; plant and equipment failure; the inability to process certain types of ores; labour shortages or strikes; and restrictions or regulations imposed by government agencies or other changes in the regulatory environment. Such occurrences could also result in damage to mineral properties or mines, interruptions in production, injury or death to persons, damage to property of the Company or others, monetary losses, and legal liabilities, in addition to adversely affecting mineral production.
COST ESTIMATES
Capital and operating cost estimates discussed herein may not prove accurate. Capital and operating cost estimates are based on the interpretation of geological data, feasibility studies, anticipated climatic conditions, market conditions for required products and services, and other factors and assumptions regarding foreign exchange currency rates. Any of the following events could affect the ultimate accuracy of such estimate: unanticipated changes in grade and tonnage of ore to be mined and processed; incorrect data on which engineering assumptions are made; delay in construction schedules, unanticipated transportation costs; the accuracy of major equipment and construction cost estimates; labour negotiations; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting, and restrictions on production quotas on exportation of minerals); and title claims. Changes in the Company’s anticipated production costs could have a major impact on any future profitability. Changes in costs of the Company’s anticipated mining and processing operations could occur as a result of unforeseen events, including international and local economic and political events, a change in commodity prices, increased costs (including oil, steel, and diesel) and scarcity of labour, and could result in changes in profitability or Mineral Reserve and Mineral Resource estimates. Many of these factors may be beyond the Company’s control. There is no assurance that actual costs will not exceed such estimates. Exceeding cost estimates could have an adverse impact on the Company’s future results of operations or financial condition.
METAL PRICES
The Company’s long-term viability depends, in large part, upon the market price of gold and silver. Market price fluctuations of gold could adversely affect the profitability of the Company’s operations and lead to impairments and write downs of mineral properties. Metal prices have fluctuated widely, particularly in recent years. The marketability of metals is also affected by numerous other factors beyond the control of the Company, including government regulations relating to price, royalties, global consumption patterns, supply of, and demand for, metals, speculative activities, allowable production, and importing and exporting of minerals, the effect of which cannot accurately be predicted. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has an interest may be mined at a profit.
Declining metal prices can also impact operations by requiring a reassessment of the feasibility of a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays and/or may interrupt operations until the reassessment can be completed, which may have a material adverse effect on the Company’s results of operations.
THE CERRO QUEMA PROJECT
As discussed above under “Mineral Projects – Other Mineral Projects – Cerro Quema Project”, the Company has filed an arbitration claim against the Government of Panama under the FTA. The outcome of the arbitration process is uncertain. There is no certainty as to the quantum or timing of any award on damages and/or compensatory interest, recovery of all, or any, legal costs, or the Company’s ability to enforce any award against Panama. If the arbitration process is unsuccessful, the Company may lose its ability to monetize or put the Cerro Quema Project into production.
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UNKNOWN LIABILITIES IN CONNECTION WITH ACQUISITIONS
As part of the Company’s acquisitions, including Musselwhite, the Company has assumed certain liabilities and risks. There may be liabilities or risks that the Company failed, or was unable, to discover in the course of performing due diligence investigations or for which the Company was not indemnified in connection with such acquisitions. 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 hostilities and military activity in various parts of the world, oil embargoes, trade sanctions, 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 the Company’s ability to import materials needed to conduct its operations, construct its projects, or to export its 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.
UNINSURED RISKS
Exploration, development, and production operations on mineral properties involve numerous risks, including but not limited to unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, landslides, earthquakes, and other environmental occurrences, risks relating to the storage and shipment of precious metal concentrates or doré bars, and political and social instability. Such occurrences could result in damage to mineral properties, damage to underground development, damage to production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays in the ability to undertake exploration, monetary losses, and possible legal liability. Should such liabilities arise, they could reduce or eliminate future profitability and result in increasing costs and a decline in the value of the securities of the Company.
Although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance policies do not cover all the potential risks associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not always available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which it may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. The Company does not currently maintain insurance against political risks, underground development risks, production facilities risks, business interruption or loss of profits, theft of doré bars, the economic value to re-create core samples, environmental risks, and other risks. Furthermore, insurance limits currently in place
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may not be sufficient to cover losses arising from insured events. Losses from any of the above events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.
CLIMATE CHANGE
A number of governments have introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial, and local levels. Regulation relating to emission levels (such as carbon taxes), energy efficiency, and reporting of climate-change related risks is becoming more stringent. If the current regulatory trend continues, this may result in increased costs at some or all of the Company’s operations. In addition, the physical risks of climate change may also have an adverse effect on the Company’s operations. These risks include, among other things, extreme weather events, resource shortages, changes in rainfall and in storm patterns and intensities, water shortages, and extreme temperatures. Climate-related events such as mudslides, floods, droughts, and fires can also have significant impacts, directly and indirectly, on the Company’s operations and could result in damage to facilities, disruptions in accessing its sites with labour and essential materials or in shipping products from its mines, risks to the safety and security of its personnel and to communities, shortages of required supplies such as fuel and chemicals, inability to source enough water to supply its development and operations (see “Risk Factors – Water Rights” above), and the temporary or permanent cessation of one or more of the Company’s operations.
There can be no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on the Company’s business, financial condition, and results of operations.
COMPETITIVE LANDSCAPE
The mineral exploration business is competitive in all of its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical, and other resources than the Company, in the search for and acquisition of exploration and development rights on desirable mineral properties, for capital to finance its activities, and in the recruitment and retention of qualified employees. There is no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring exploration and development rights, financing, or recruiting and retaining employees.
CONFLICTS OF INTEREST
The Company’s Directors and Officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the Directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company’s Directors, a Director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with the CBCA, the Directors of the Company are required to act honestly, in good faith, and in the best interests of the Company.
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 Foreign Corrupt 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
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
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.
SHARE PRICE FLUCTUATIONS
The Common Shares are listed and posted for trading on the TSX and the NYSE American. An investment in the Company’s securities is highly speculative. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration, development, and early-production stage companies such as the Company, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values, or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur.
TAX MATTERS
The Company is subject to income taxes and other taxes in a variety of jurisdictions and the Company’s tax structure is subject to review by both Canadian and foreign taxation authorities. The Company’s taxes are affected by a number of factors, some of which are outside of its control, including the application and interpretation of the relevant tax laws and treaties. If the Company’s filing position were to be challenged for whatever reason, this could have a material adverse effect on the Company’s business, results of operations, and financial condition.
CURRENCY FLUCTUATIONS
The Company’s operations in Mexico, the United States and Canada make it subject to foreign currency fluctuations and such fluctuations may materially affect the Company’s financial position and results. The Company reports its financial results in U.S. dollars, with the majority of transactions denominated in U.S. dollars, Canadian dollars, and Mexican pesos. As the exchange rates of the Canadian dollar and Mexican peso fluctuate against the U.S. dollar, the Company will experience foreign exchange gains or losses. As further described in the Company’s financial statements for the years ended December 31, 2025 and 2024, the Company has entered into forward contracts to mitigate a portion of its exposure to currency fluctuations. Such contracts may not be effective due to timing differences, changes in underlying exposures, market conditions, counterparty risk or other factors, and the Company may remain subject to foreign exchange losses.
LITIGATION RISK
All industries, including the mining industry, are subject to legal claims, with and without merit. Defence 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.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
ACQUISITIONS AND INTEGRATION
From time to time, the Company examines opportunities to acquire additional mining assets and businesses, including its recent acquisition of Musselwhite. 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. Any acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after the Company has committed to complete the transaction and established the purchase price or exchange ratio; a material property may prove to be below expectations; the Company may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt the Company’s ongoing business and its relationships with employees, customers, suppliers, and contractors; and the acquired business or assets may have unknown liabilities which may be significant. In the event that the Company chooses to raise debt capital to finance any such acquisition, the Company’s leverage will be increased. If the Company chooses to use equity as consideration for such acquisition, existing shareholders may experience dilution. Alternatively, the Company may choose to finance any such acquisition with its existing resources. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.
NON-GOVERNMENTAL ORGANIZATION INTERVENTION
In recent years, certain communities of both Indigenous People and others, as well as non-governmental organizations, have been vocal and negative with respect to mining activities. The Company’s relationship with the communities in which it operates is critical to ensure the future success of its existing operations and the construction and development of its projects. Community groups or non-governmental organizations may create or inflame public unrest and anti-mining sentiment among the inhabitants in areas of mineral development. These communities and organizations have taken such actions as protests, road closures, work stoppages, and initiating lawsuits for damages. Such organizations can be involved, with financial assistance from various groups, in mobilizing sufficient local anti-mining sentiment to prevent the issuance of required permits for the development of mineral projects of other companies. While the Company is committed to operating in a socially responsible manner and obtain and increase its social acceptance to operate, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk. Any actions by communities and non-governmental organizations may have a material adverse effect on the Company’s development activities, financial position, cash flow, and results of operations.
OUTSIDE CONTRACTOR RISKS
Certain aspects of the Company’s mining operations, such as drilling, blasting, development, transportation, and other day-to-day operations, are conducted by outside contractors. As a result, the Company is subject to a number of risks, including: reduced control over the aspects of the tasks that are the responsibility of the contractors; failure of the contractors to perform under their agreements with the Company; inability to replace the contractors if their contracts are terminated; interruption of services in the event that the contractors cease operations due to insolvency or other unforeseen events; failure of the contractors to comply with applicable legal and regulatory requirements; and failure of the contractors to properly manage their workforce resulting in labour unrest or other employment issues.
UNRELIABLE HISTORICAL DATA
The Company has compiled technical data in respect of its projects, some of which was not prepared by the Company. While the data represents a useful resource for the Company, much of it must be verified by the Company before being relied upon in formulating exploration programs.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
FOREIGN SUBSIDIARIES
The Company conducts certain of its operations through foreign subsidiaries and some of its assets are held in such entities. Any limitation on the transfer of cash or other assets between the Company and such entities, or among such entities, could restrict the Company’s ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on the Company’s valuation and stock price.
ACCOUNTING POLICIES AND INTERNAL CONTROLS
The Company prepares its financial reports in accordance with IFRS Accounting Standards applicable to publicly accountable enterprises. In preparing financial reports, management may need to rely upon assumptions, make estimates, or use their best judgment in determining the financial condition of the Company. Significant accounting policies are described in more detail in the Company’s annual consolidated financial statements. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the Company believes its financial reporting and annual consolidated financial statements are prepared with reasonable safeguards to ensure reliability, the Company cannot provide absolute assurance.
INTERNAL CONTROL OVER FINANCIAL REPORTING PURSUANT TO THE SARBANES-OXLEY ACT
The Company is required to assess its internal controls in order to satisfy the requirements of the Sarbanes–Oxley Act of 2002 (“SOX”). SOX requires an annual assessment by management of the effectiveness of the Company’s internal control over financial reporting. Its auditor is also required to attest to the effectiveness of the Company’s internal control over financial reporting. The Company may fail to achieve and maintain the adequacy of its internal control over financial reporting, as such standards are modified, supplemented, or amended from time to time, and the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal controls over financial reporting in accordance with SOX and the Company’s auditor may issue an adverse opinion on the effectiveness of its internal control over financial reporting. The Company’s failure to satisfy the requirements on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements which, in turn, could harm the Company’s business and negatively impact the trading price of its securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results or cause it to fail to meet its reporting obligations. There can be no assurance that the Company will be able to remediate material weaknesses, if any, identified in future periods, or maintain all of the controls necessary for continued compliance, and there can be no assurance that the Company will be able to retain sufficient skilled finance and accounting personnel.
Future acquisitions of companies, if any, may provide the Company with challenges in implementing the required processes, procedures, and controls in its acquired operations. Future acquired companies, if any, may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to the Company.
No evaluation can provide complete assurance that the Company’s internal control over financial reporting will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be reported. The effectiveness of the Company’s controls and procedures could also be limited by simple errors or faulty judgments. In addition, as the Company continues to expand, the challenges involved in implementing appropriate internal controls over financial reporting will increase and will require that the Company continue to improve its internal controls over financial reporting. Although the Company intends to devote substantial time and incur costs, as necessary, to ensure compliance, the Company cannot be certain that it will be successful in complying with these requirements on an ongoing basis.
The Company’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
ENFORCEMENT OF CIVIL LIABILITIES
A substantial portion of the assets of the Company are located outside of Canada and certain of the Directors of the Company are resident outside of Canada. As a result, it may be difficult or impossible to enforce judgments granted by a court in Canada against the assets of the Company or the Directors of the Company residing outside of Canada.
POSSIBLE U.S. FEDERAL INCOME TAX CONSEQUENCES FOR U.S. INVESTORS
The Company may be treated as a “passive foreign investment company” under the U.S. Internal Revenue Code, which could result in adverse U.S. federal income tax consequences for U.S. investors. Prospective U.S. investors should be aware that they could be subject to certain adverse U.S. federal income tax consequences if the Company is classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. The determination of whether the Company is a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and such determination will depend on the composition of the Company’s income, expenses, and assets from time to time and the nature of the activities performed by its officers and employees. Prospective U.S. investors should consult their own tax advisors regarding the likelihood and consequences of the Company being treated as a PFIC for U.S. federal income tax purposes, including the advisability of making certain elections that may mitigate certain possible adverse income tax consequences but may result in an inclusion in gross income without receipt of such income.
INFORMATION AND CYBER SECURITY
The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cyber security risks. Unauthorized parties may attempt to gain access to these systems or the Company’s information through fraud or other means of deceiving the Company’s third-party service providers or vendors.
The Company’s operations depend, in part, on how well the Company and its suppliers, protect networks, equipment, information technology (“IT”) systems and software against damage from a number of threats. Orla has entered into agreements with third parties for hardware, software, telecommunications, and other services in connection with its operations. The Company also depends on the timely maintenance, upgrade, and replacement of networks, equipment, IT systems, and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays, and/or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.
Although to date the Company has not experienced any known material losses relating to cyber attacks or other data/information security breaches, there can be no assurance that Orla will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes, and practices designed to protect systems, computers, software, data, and networks from attack, damage, or unauthorized access remain a priority.
Any future significant compromise or breach of the Company’s data/information security, whether external or internal, or misuse of data or information, could result in additional significant costs, lost sales, fines, and lawsuits, and damage to the Company’s reputation. In addition, as the regulatory environment related to data/information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to the Company’s business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
GOLD INDUSTRY CONCENTRATION
Orla is concentrated in the gold mining industry, and as such, the Common Shares and Orla’s profitability will be particularly sensitive to changes in, and its performance will depend to a greater extent on, the overall condition of the gold mining industry. Orla may be susceptible to an increased risk of loss, including losses due to adverse occurrences affecting the Company more than the market as a whole, as a result of the fact that its operations are concentrated in the gold mining sector.
SHAREHOLDER ACTIVISM
Publicly traded companies are often subject to demands or publicity campaigns from activist shareholders advocating for changes to corporate governance practices, such as executive compensation practices, social issues, or for certain corporate actions or reorganizations. There can be no assurance that the Company will not be subject to any such campaign, including proxy contests, media campaigns, or other activities. Responding to challenges from activist shareholders can be costly and time consuming and may have an adverse effect on the Company’s reputation. In addition, responding to such campaigns would likely divert the attention and resources of the Company’s management and Board, which could have an adverse effect on the Company’s business and results of operations. Even if the Company were to undertake changes or actions in response to activism, activist shareholders may continue to promote or attempt to effect further changes and may attempt to acquire control of the Company. If shareholder activists are ultimately elected to the Board, this could adversely affect the Company’s business and future operations. This type of activism can also create uncertainty about the Company’s future strategic direction, resulting in loss of future business opportunities, which could adversely affect the Company’s business, future operations, profitability, and the Company’s ability to attract and retain qualified personnel.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
DESCRIPTION OF CAPITAL STRUCTURE
COMMON SHARES
The authorized share capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of Class A preferred shares. As of December 31, 2025, there were 340,136,534 Common Shares and no Class A preferred shares issued and outstanding and, as of the date of this AIF, there were 345,573,798 Common Shares and no Class A preferred shares issued and outstanding. The Class A preferred shares were issued in connection with the Company’s acquisition of Pershimco, and all such shares were cancelled in accordance with their terms and no additional Class A preferred shares will be issued.
Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Company, to attend and to cast one vote per Common Share at all such meetings. Holders of Common Shares do not have cumulative voting rights with respect to the election of Directors and, accordingly, holders of a majority of the Common Shares entitled to vote in any election of Directors may elect all Directors standing for election. Holders of Common Shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available for the payment of dividends and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro rata basis the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions, and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption, or conversion rights, nor do they contain any sinking or purchase fund provisions.
CONVERTIBLE NOTES
Under the Concurrent Private Placement, which closed on February 28, 2025, the Company issued $200 million in Convertible Notes with the following terms.
| ● | Coupon: 4.5% per annum, payable in cash. |
|---|---|
| ● | Maturity: March 1, 2030. |
| --- | --- |
| ● | Conversion Right: **** The Convertible Notes may be converted in full or in part at any time prior to the maturity date, by the holder thereof, into Common Shares. |
| --- | --- |
| ● | Conversion Price: The initial Conversion Price for the Convertible Notes will be C$7.90 per Common Share, which will be translated to US dollars at a fixed exchange rate of C$1.40/US$1.00. Based on the Conversion Price, 35,443,026 Shares are issuable on conversion of the Convertible Notes. |
| --- | --- |
| ● | Redemption Right: After the 18-month anniversary of the issuance, the Company may redeem the Convertible Notes, provided that the 20-day volume weighted average price of the Shares is not less than 130% of the Conversion Price. |
| --- | --- |
The Convertible Notes are not listed and posted for trading on the TSX or the NYSE American.
WARRANTS
None of the Company’s outstanding share purchase warrants are listed and posted for trading on the TSX or the NYSE American and none of the Company’s outstanding share purchase warrants are governed by the terms of a warrant indenture.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
The following table summarizes information about the number of warrants outstanding as of December 31, 2025 and as of the date of this AIF:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Expiry date | | Exercise price | | December 31, 2025 | | Date of this AIF | |||
| December 18, 2026 | | C$ | 3.00 | | 9,527,500 | | 7,978,333 | ||
| February 23, 2026 ^(1)^ | | C$ | 7.94 | | | 181,125 | | | NIL |
| February 28, 2030 | | C$ | 11.50 | | | 23,392,397 | | | 22,996,195 |
| Total number of warrants | | **** | | | **** | 33,101,022 | | | 30,974,528 |
| | | | | | | | | | |
| Weighted average exercise price | | | | | C$ | 9.03 | | C$ | 9.31 |
Notes:
| 1. | Represents 50,000,000 share purchase warrants of Contact (the “Contact Warrants”), which became exercisable for Common Shares in accordance with the terms of the plan of arrangement, resulting in 315,000 Common Shares becoming issuable at such time. The effective exercise price of the Contact Warrants was determined by dividing the original exercise price of the Contact Warrants by the exchange ratio for the transaction (0.0063 Common Share per Contact Share). |
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STOCK OPTIONS, RESTRICTED SHARE UNITS, DEFERRED SHARE UNITS AND BONUS SHARES
As at March 18, 2026:
| ● | 2,074,485 Common Shares are issuable on exercise of outstanding stock options and Replacement Options; |
|---|---|
| ● | 955,686 Common Shares are issuable upon vesting of outstanding Restricted Share Units; and |
| --- | --- |
| ● | 825,185 Common Shares are issuable upon vesting of outstanding Deferred Share Units (or cash may be payable in lieu thereof). |
| --- | --- |
In addition, the Company has granted an entitlement to its Chairman of the Board to receive a one-time award of 500,000 Common Shares (“Chairman Bonus Shares”) at a deemed price of C$1.39 per Chairman Bonus Share in consideration for his acting as Chairman of the Board, which Chairman Bonus Shares have certain vesting restrictions. The Chairman Bonus Shares will vest and become issuable on the date that Mr. Jeannes ceases to act as a Director of the Company, unless the Chairman Bonus Shares sooner vest upon a change of control of the Company as defined in the award agreement.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
DIVIDENDS
On December 3, 2025, the Board declared an inaugural quarterly cash dividend of $0.015 per Common Share, which was payable on February 10, 2026, to holders of record as at the close of business on the record date of January 12, 2026. At the same time, the Board also approved a policy under which the Company intends to pay a regular quarterly dividend of $0.015 per Common Share or $0.06 per Common Share annually.
The declaration, amount, and payment of future dividends remain subject to the discretion of the Board of Directors and will depend upon the Company’s financial results, capital requirements, business conditions, and other factors. The Company will review the dividend policy on an ongoing basis and may amend it at any time depending on the Company’s then current financial position, capital allocation framework, profitability, cash flow, compliance with debt covenants, legal requirements, and other factors considered relevant. In particular, under the terms of the Credit Facility, the Company is prohibited from declaring, paying, or setting aside for payment any dividend on the Common Shares unless certain financial covenants and ratios are met. As such, aside from the inaugural dividend, no assurance can be made that any future dividends will be declared and paid or that any particular level of dividend amount will be maintained.
MARKET FOR SECURITIES
TRADING PRICE AND VOLUME
The Common Shares are currently listed and posted for trading on the TSX under the symbol “OLA” and on the NYSE American under the symbol “ORLA”. The following table sets forth information relating to the trading of the Common Shares on the TSX and NYSE American for the most recently completed financial year ended December 31, 2025.
| TSX | NYSE AMERICAN |
|---|
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Month | | High (C$) | | Low (C$) | | Volume | | Month | | High ($) | | Low ($) | | Volume |
| January 2025 | 9.00 | 7.80 | 9,438,298 | January 2025 | 6.25 | 5.38 | 11,173,823 | |||||||
| February 2025 | 10.92 | 8.84 | 11,701,222 | February 2025 | 7.62 | 6.02 | 18,346,324 | |||||||
| March 2025 | 13.76 | 9.94 | 17,938,121 | March 2025 | 9.62 | 6.85 | 32,143,820 | |||||||
| April 2025 | 16.53 | 10.43 | 12,863,977 | April 2025 | 11.95 | 7.08 | 32,567,947 | |||||||
| May 2025 | 16.25 | 11.86 | 11,210,680 | May 2025 | 11.81 | 8.50 | 22,718,441 | |||||||
| June 2025 | 16.98 | 12.93 | 14,371,216 | June 2025 | 12.43 | 9.42 | 45,956,504 | |||||||
| July 2025 | 17.45 | 12.67 | 16,191,203 | July 2025 | 12.83 | 9.16 | 29,042,426 | |||||||
| August 2025 | 15.38 | 12.81 | 14,863,558 | August 2025 | 11.21 | 9.29 | 27,759,236 | |||||||
| September 2025 | 17.78 | 13.94 | 42,233,690 | September 2025 | 12.91 | 10.11 | 73,779,450 | |||||||
| October 2025 | 19.50 | 13.77 | 33,431,066 | October 2025 | 13.91 | 9.83 | 64,990,957 | |||||||
| November 2025 | 19.77 | 13.31 | 20,944,936 | November 2025 | 14.14 | 9.41 | 35,166,785 | |||||||
| December 2025 | 20.58 | 16.59 | 30,792,057 | December 2025 | 14.98 | 11.99 | 74,292,920 |
The price of the Common Shares as quoted by the TSX and NYSE American on December 31, 2025, was C$18.46 and $13.47, respectively, and on March 18, 2026, was C$19.73 and $14.38, respectively.
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
PRIOR SALES
Except as disclosed below with respect to the Company’s equity compensation arrangements and the Concurrent Private Placement, the Company did not issue any securities in its most recent financial year that are of a class that is not listed or quoted for trading on a marketplace. During 2025, the Company issued the following securities under its equity compensation arrangements and under the Concurrent Private Placement:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | | | | | | Issue Price / | |
| Type of Security | | Number of Securities | | Date Issued | | Exercise Price | ||
| Convertible Notes^(1)^ | | US$ | 200,000,000 | | February 28, 2025 | | C$ | 7.90 |
| Warrants^(1)^ | | | 23,392,397 | | February 28, 2025 | | C$ | 11.50 |
| Stock options | | 361,355 | March 28, 2025 | | C$ | 13.10 | ||
| | | | 94,300 | | June 6, 2025 | | C$ | 15.18 |
| | | 18,352 | August 18, 2025 | | C$ | 13.96 | ||
| | | 17,405 | September 16, 2025 | | C$ | 15.81 | ||
| | | 15,753 | November 24, 2025 | | C$ | 17.80 | ||
| Performance share units^(2)(3)^ | | | 160,637 | | March 28, 2025 | | C$ | 13.10 |
| Restricted share units^(2)^ | | 383,066 | | March 28, 2025 | | C$ | 13.10 | |
| | | | 9,180 | | August 18, 2025 | | C$ | 13.96 |
| Deferred share units^(2)^ | | 75,570 | | March 28, 2025 | | C$ | 13.10 | |
| | | | 6,511 | | December 15, 2025 | | C$ | 18.43 |
Notes:
| (1) | See “Description of the Business – Three Year History – Developments During 2024” for additional information. |
|---|---|
| (2) | Represents the deemed value of the performance share units, restricted share units or deferred share units on the date of award by the Company, although no money has been, or will be, paid to the Company in connection with the settlement of such rights. |
| --- | --- |
| (3) | The Company’s performance share units are settled in cash. |
| --- | --- |
For detailed information about the Company’s equity compensation arrangements, specifically, the Company’s stock option plan, performance share unit plan, restricted share unit plan and deferred share unit plan, including the compensation principles that govern the grants made, please refer to the Management Information Circular of the Company dated May 9, 2025 prepared for its most recent annual meeting of shareholders held on June 24, 2025 and filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. This information will also be contained in the Management Information Circular of the Company to be prepared in connection with the Company’s 2026 annual meeting of shareholders currently scheduled to be held in June 2026, which will be available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
DIRECTORS AND OFFICERS
NAME, OCCUPATION AND SECURITY HOLDING
The following table sets out the name, province or state, and country of residence of each current Director and executive officer of the Company, their respective positions held with the Company and their respective principal occupations during the preceding five years.
| Name, Province and Country of Residence, and Position | Director/ Executive Officer Since | Principal Occupation for the Past Five Years |
|---|---|---|
| Jason D. Simpson ^3^<br><br>President, Chief Executive Officer and Director<br><br>Ontario, Canada | November 2018 | Director, President and Chief Executive of the Company since November 2018; Chief Operating Officer of Torex Gold Resources Inc. (mining company) from January 2013 to November 2018. |
| Charles A. Jeannes ^1, 4^<br><br>Director <br>(Non-Executive Chairman of the Board of Directors)<br><br>Nevada, USA | June 2017 | Non-Executive Chairman of the Board of Directors; Director of Tahoe Resources Inc. from January 2017 to February 2019; Director of Pan American Silver Corp. since February 2019 and Wheaton Precious Metals Corp. (formerly Silver Wheaton Corp.) since November 2016 (mining companies); former President and Chief Executive Officer of Goldcorp (mining company) from 2009 until April 2016, and Executive Vice President, Corporate Development from 2006 until 2008; serves as a Trustee of the Wolf Pack Athletic Association of the University of Nevada (a non-profit Board). |
| Jean Robitaille ^2, 5^<br><br>Director<br><br>Ontario, Canada | December 2016 | Executive Vice-President, Chief Strategy & Technology Officer at Agnico Eagle (mining company) since 2022; Over 35 years at Agnico Eagle, including as Senior Vice-President, Corporate Development, Business Strategy & Technical Services (2020-2022), Senior Vice-President, Business Strategy & Technical Services (2014-2019), Senior Vice-President, Technical Services and Project Development (2008 to 2013), Vice-President, Metallurgy and Marketing, General Manager, Metallurgy and Marketing and Mill Superintendent and Project Manager; prior to Agnico Eagle, Mr. Robitaille worked as a metallurgist with Teck Mining Group (mining company); director of Pershimco Resources Inc. (2011 to 2016). |
| David Stephens ^1, 4^<br><br>Director<br><br>Ontario, Canada | March 2018 | Partner, Agentis Capital Mining Partners (capital markets advisory) and consultant (mining and technology) from 2019-present; VP, Marketing and Director at San Cristobal Mining Inc. from 2023-present; Head of Engineering at Vrify Technologies Inc. (mining investment technology) from 2020-2022; Vice President, Corporate Development and Marketing at Goldcorp (mining company) from 2017-2019; Vice President, Treasurer of Goldcorp (2016-2017). |
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| Name, Province and Country of Residence, and Position | Director/ Executive Officer Since | Principal Occupation for the Past Five Years |
|---|---|---|
| Elizabeth McGregor ^1, 2^<br><br>Director<br><br>British Columbia, Canada | June 2019 | Executive Vice President and Chief Financial Officer of Tahoe Resources Inc. (mining company) from August 9, 2016 until the acquisition by Pan American Silver Corp. on February 22, 2019; prior to her role as Chief Financial Officer, she served as Tahoe Resources Inc.’s VP Treasurer; Goldcorp (mining company) from 2007 to 2013, where she held various financial roles including Director of Project Finance and Cost Control; Administration Manager at the Peñasquito mine; and Director of Risk. She has served as a director of Kinross since November 6, 2019. |
| Tamara Brown ^2, 3, 5^<br><br>Director<br><br>Ontario, Canada | June 2022 | Partner, Oberon Capital Corporation (boutique investment bank) from 2022 to present; Director, Lithium Royalty Corp. (mining royalty company) and 29 Metals Limited (mining company) from 2023 – present. Previous experience also includes positions as a non-executive director of Lundin Gold, Eastmain Resources and Superior Gold; as well as Vice President, Investor Relations and Corporate Development (Americas) for Newcrest Mining; Vice President, Corporate Development and Investor Relations for Primero Mining; and Director of Investor Relations for IAMGOLD (all mining companies). |
| Ana Sofía Ríos ^3, 4^<br><br>Director<br><br>Mexico | June 2023 | Partner, Chevez Ruiz Zamarripa (law firm) since 2019. Previous experience as a Founding Partner at Tuloyer (law firm) and general counsel at Alsis Funds (financial advisor). Currently an alternate independent board member of Grupo Corporativo Cever, S.A. de C.V. (a private Mexican corporate group that manages vehicle dealerships and restaurant brands) and the Vice-president Legal Committee, Banking Commission of the International Chamber of Commerce - Mexico (ICC Mexico). |
| Rob Krcmarov ^3,^ ^5^<br><br>Director<br><br>Idaho, USA | November 2023 | Currently President, Chief Executive Officer and a Director of Hecla Mining since 2024 (mining company). Previously held various positions at Barrick Gold Corporation from 2001 to 2023, most recently as Executive Vice President Exploration and Growth, and was an independent board member of Coeur Mining (both mining companies), Osisko Gold Royalties (royalty company) and Major Drilling (mining drilling company). |
| Joanna Pearson<br><br>Director<br><br>British Columbia, Canada | December 2025 | Currently a director of Rupert Resources Ltd. (since 2025), Hochschild Mining plc (since 2023), and Gold X2 Mining Inc. (since 2021) (all mining companies). Previously was Chief Financial Officer of Endeavour Mining plc (mining company) from 2020 to 2023 and was an audit partner with Deloitte LLP (accounting firm) from 2008 to 2020. |
| Etienne Morin<br><br>Chief Financial Officer<br><br>British Columbia, Canada | April 2018 | Chief Financial Officer of the Company since April 2018; previously held various financial and capital markets roles at Goldcorp (mining company) from 2006 to 2018, including Director, Investor Relations, Director, Corporate Development, and Director, Business Planning and Financial Evaluations. |
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| Name, Province and Country of Residence, and Position | Director/ Executive Officer Since | Principal Occupation for the Past Five Years |
|---|---|---|
| Andrew Cormier<br><br>Chief Operating Officer<br><br>Ontario, Canada | April 2020 | Chief Operating Officer of the Company since April 2020; previously was VP Development and Construction at Alamos Gold Inc. from 2013 to 2020; Project Manager at AuRico Gold Inc. 2007 to 2013; Principal Metallurgist at SNC-Lavalin from 2004 to 2007; he worked for various mining companies in operations from 1993 to 2004. |
| Silvana Costa<br><br>Chief Sustainability Officer<br><br>British Columbia, Canada | January 2025 | Chief Sustainability Officer of the Company since January 2025. Previously Director, Social Performance at Tech Resources Limited from April 2022 to December 2024; Director, Social Responsibility at Equinox Gold Corp. from December 2020 to April 2022; and Director of Corporate Social Responsibility, First Majestic Silver Corp. from June 2018 to December 2020 (all mining companies). |
| Sylvain Guerard<br><br>Senior Vice President, Exploration<br><br>New Brunswick, Canada | August 2020 | Senior Vice President, Exploration of the Company since August 2020; Senior Vice President Exploration at McEwen Mining Inc. from 2017 to August 2020; Senior Vice President, Exploration at Kinross from 2014 to 2016 and various other roles at Kinross from 2009 to 2014 (all mining companies). |
| Paul Mann<br><br>Vice President, Finance and Accounting<br><br>British Columbia, Canada | April 2022 | Vice President, Finance and Accounting of the Company since 2022 and previously the Company’s Corporate Controller from 2018 to 2022. Previously was Corporate Controller, Fortuna Silver Mines (mining company) from 2016 to 2018 and VP Finance and Reporting at Hunter Dickinson (mining management services) from 2007 to 2016. |
| Andrew Bradbury<br><br>Vice President, Corporate Development and Investor Relations<br><br>Ontario, Canada | April 2022 | Vice President, Corporate Development and Investor Relations of the Company since 2022 and previously Director, Investor Relations from 2020 to 2022. Previously held roles in corporate development and business improvement at Teranga Gold Corporation (mining company). |
| Brendan DePoe<br><br>Vice President, Legal and Corporate Secretary<br><br>British Columbia, Canada | April 2023 | Vice President, Legal of the Company since 2025 (previously Corporate Counsel from 2021 to 2025) and Corporate Secretary of the Company since 2021. Previously was an associate at Blake, Cassels & Graydon LLP (law firm) from 2013 to 2021. |
| Paul Schmidt<br><br>Vice President, Human Resources<br><br>Texas, United States | April 2024 | Vice President, Human Resources, of the Company since 2024, previously Director, Human Resources of the Company from 2021-2024. Previously was HR Manager at Torex Gold Resources Inc. from September 2017 to April 2021 (mining company). |
| Kevin Oakes<br><br>Vice President, Project Development<br><br>Ontario, Canada | May 2025 | Vice President, Project Development, of the Company since 2025. Previously Vice President, Project Development for NexGen Energy Ltd. (mining company) from 2020 to 2025 and before that held various positions with JDS Energy & Mining Inc. (mining services contractor) from 2013 to 2020, most recently, Vice President, Project Development. |
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
Notes:
| (1) | Member of the Audit Committee. Ms. McGregor is the Chairperson of the Audit Committee. |
|---|---|
| (2) | Member of the Human Resources and Compensation Committee. Mr. Robitaille is the Chairman of the Human Resources and Compensation Committee. |
| --- | --- |
| (3) | Member of the Environment, Health and Safety and Social Responsibility Committee. Mr. Krcmarov is the Chairman of the Environment, Health and Safety and Social Responsibility Committee. |
| --- | --- |
| (4) | Member of the Corporate Governance & Nominating Committee. Mr. Stephens is the Chairman of the Corporate Governance & Nominating Committee. |
| --- | --- |
| (5) | Member of the Technical Committee. Ms. Brown is the Chairman of the Technical Committee. |
| --- | --- |
Each Director’s term of office expires at the next annual meeting of shareholders of the Company or when his/her successor is duly elected or appointed, unless his/her term ends earlier in accordance with the articles or by-laws of the Company, he/she resigns from office or he/she becomes disqualified to act as a Director of the Company.
As at March 18, 2026, and based on the disclosure available on the System for Electronic Disclosure by Insiders (“SEDI”), the Directors and executive officers of the Company, as a group, beneficially own, directly or indirectly, or exercise control or direction over 5,612,938 Common Shares, representing approximately 1.6% of the total number of Common Shares outstanding before giving effect to the exercise of stock options, restricted share units, deferred share units or warrants to purchase Common Shares held by such Directors and executive officers.
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
To the knowledge of the Company, none of the Directors or executive officers of the Company is, as at the date of this AIF, or was within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that: (a) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, which order was in effect for a period of more than 30 consecutive days (an “Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
None of the Directors or executive officers of the Company or, to the Company’s knowledge, any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company have been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or have entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
None of the Directors or executive officers of the Company, or, to the Company’s knowledge, any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company: (a) is, as at the date of this AIF, or has been within ten years before the date of this AIF, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within the ten years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
CONFLICTS OF INTEREST
To the best of the Company’s knowledge and other than as disclosed in this AIF, there are no known existing or potential conflicts of interest between the Company and any of the Company’s Directors or officers. However, certain of the Directors and officers of the Company are directors, officers and/or shareholders of other private and publicly listed companies, including companies that engage in mineral exploration and development and therefore it is possible that a conflict may arise between their duties to the Company and their duties to such other companies. All such conflicts will be dealt with pursuant to the provisions of the applicable corporate legislation and the Company’s Code of Business Conduct and Ethics. In the event that such a conflict of interest arises at a meeting of the Directors, a Director affected by the conflict must disclose the nature and extent of his interest and abstain from voting for or against matters concerning the matter in respect of which the conflict arises. Directors and executive officers are required to disclose any conflicts or potential conflicts to the Board of Directors as soon as they become aware of them. See the section of this AIF entitled “Risk Factors – Conflicts of Interest”.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
Except as discussed above under “Mineral Projects – Other Mineral Projects – Cerro Quema Project” with respect to the Company’s arbitration proceedings against the Government of Panama, there are no material legal proceedings or regulatory actions involving Orla or its properties as at the date of this AIF, and Orla is not aware of any such proceedings or actions currently contemplated.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Except as described below, no Director or executive officer of the Company, no person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the Company’s outstanding voting securities and no associate or affiliate of any of such persons or companies has any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.
As discussed above under “Description of the Business – Three Year History – Developments During 2024”, on November 17, 2024, the Company entered into the Musselwhite Agreement with Newmont for the acquisition of Musselwhite. At such time, Newmont held greater than 10% of the Common Shares of the Company and had nominated Mr. Scott Langley, Group Head, Corporate Development of Newmont, to the Board. Mr. Langley declared his interest and recused himself from any Board discussions or voting in respect of the Musselwhite Transaction. In addition, the Company completed the Concurrent Private Placement with Fairfax and Mr. Lassonde, both of whom held greater than 10% of the Common Shares at such time.
TRANSFER AGENTS AND REGISTRARS
The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto, Ontario. The co-transfer agent and registrar for the Common Shares in the United States of America is Computershare Trust Company, N.A. in Canton, Massachusetts, Jersey City, New Jersey and Louisville, Kentucky.
MATERIAL CONTRACTS
The only material contracts entered into by the Company within the financial period ended December 31, 2025 or since such time or before such time that are still in effect, other than those in the ordinary course of business, are as follows:
| 1. | The Second Amended Credit Agreement in respect of the Credit Facility. See “Description of the Business – Three Year History – Developments During 2024” for further details. |
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| 2. | The Convertible Notes. See “Description of the Business – Three Year History – Developments During 2024” for further details. |
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| 3. | The Musselwhite Agreement in respect of the Musselwhite Transaction. See “Description of the Business – Three Year History – Developments During 2024” for further details. |
| --- | --- |
| 4. | The Layback Agreement. See “Mineral Projects – The Camino Rojo Project – Project Description, Location, and Access” for further details. |
| --- | --- |
INTERESTS OF EXPERTS
QUALIFIED PERSONS UNDER NI 43-101
The following persons have been named as having prepared or certified a report, valuation, statement, or opinion described or included in a filing, or referred to in a filing, made under National Instrument 51-102 – Continuous Disclosure Obligations during, or relating to, the Company’s financial year ended December 31, 2025:
| ● | Musselwhite Report - Ryan S. Wilson, P. Geo., David Frost, FAusIMM, Daniel Gagnon, P.Eng., of DRA; James Theriault, P.Eng., of SLR; and Paul Gauthier, P.Eng., Paul Palmer, P.Eng. and William Richard McBride, P.Eng., of WSP. |
|---|---|
| ● | Camino Rojo Report – Marie-Christine Gosselin, P.Geo, Luis Vasquez, M. Sc., P. Eng and Frank Palkovits and James (Jim) Theriault of SLR; Caleb Cook, P.E. of KCA; Andrew Kelly, P. Eng. of BCR, Andrew Boushy and David Frost of DRA; Patrick McCann of Entech; and Sylvain Guerard and Stephen Ling, both employees of the Company. Ms. Gosselin is also the QP responsible for the updated Mineral Resource estimate for the Camino Rojo Oxide Mine as set out in this AIF under “Summary of Mineral Reserve and Mineral Resource Estimates”. |
| --- | --- |
| ● | South Railroad Report – Matthew Sletten, P.E. and Benjamin Bermudez, P.E. of M3; Michael S. Lindholm, CPG, Thomas Dyer, P.E. and Gary (Joe) Petersen, SME-RM, QP, of RESPEC; Raymond H. Walton, P.E. of Ray Walton Consulting; Richard DeLong, QP-MMSA, RG, PG of Westland Engineering; and Warren Black, M.Sc., P. Geo. and Michael Dufresne, M.Sc., P. Geo, of APEX Geoscience Ltd. |
| --- | --- |
None of the foregoing persons, or any director, officer, employee, or partner thereof, as applicable, received or has received a direct or indirect interest in the Company’s property or the property of any of the Company’s associates or affiliates. Other than Mr. Guerard and Mr. Ling, each of the aforementioned persons are independent of the Company and held an interest in either less than 1% or none of the Company’s securities or the securities of any associate or affiliate of the Company at the time of preparation of the respective reports and after the preparation of such reports and estimates, and they did not receive any direct or indirect interest in any of the Company’s securities or the securities of any associate or affiliate of the Company in connection with the preparation of the applicable report. Other than Mr. Guerard and Mr. Ling, none of the aforementioned persons nor any director, officer, employee, or partner, as applicable, of the aforementioned companies or partnerships is currently expected to be elected, appointed, or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.
All scientific and technical information in this AIF has been reviewed and approved by J. Andrew Cormier, P.Eng., Chief Operating Officer of the Company, and Sylvain Guerard, P. Geo., Senior Vice President, Exploration, of the Company, each of whom is a QP under NI 43-101. Mr. Guerard was also an author of the Camino Rojo Report. In addition, as set out in this AIF under “Summary of Mineral Reserve and Mineral Resource Estimates” and “Mineral Properties – Camino Rojo”: (i) Mr. Stephen Ling, P. Eng., Director of Technical Services at Orla, is responsible for the updated Mineral Reserve estimate for the Camino Rojo Oxide Mine and was also an author of the Camino Rojo Report; (ii) Jack Lawson, P. Eng., Engineering Superintendent at Musselwhite, is responsible for the updated Mineral Reserve estimate for the Musselwhite Mine; and (iii) Mark Williams, Chief Geologist at Musselwhite, is responsible for the updated Mineral Resource estimate for the Musselwhite Mine. Each of the aforementioned individuals is an employee of the
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Company, a QP under NI 43-101, and holds less than 1% of the Company’s securities or the securities of any associate or affiliate of the Company.
AUDITORS
The Company’s independent auditors are Deloitte LLP, Chartered Professional Accountants, who have issued an Independent Auditor’s Report in respect to the Company’s consolidated financial statements for the year ended December 31, 2025. Deloitte LLP is independent with respect to the Company within the meaning of the U.S. Securities Act of 1933, as amended and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States) (“PCAOB”) and within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia.
The Company’s predecessor auditors Ernst & Young LLP, Chartered Professional Accountants, have audited the Company’s consolidated financial statements for the year ended December 31, 2024. Ernst & Young LLP has advised the Company that, as of March 18, 2025 and throughout the period covered by the financial statements on which they reported, they were independent with respect to the Company within the context of the CPA Code of Professional Conduct of the Chartered Professional Accountants of British Columbia and were in compliance with Rule 3520 of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the rules and regulations adopted by the Securities and Exchange Commission.
AUDIT COMMITTEE INFORMATION
The Audit Committee has the responsibility of, among other things: overseeing financial reporting, internal controls, the audit process and the establishment of “whistleblower” and related policies; recommending the appointment of the independent auditor and reviewing the annual audit plan and auditor compensation; pre-approving audit, audit related and tax services to be provided by the independent auditor; and reviewing and recommending approval to the Board of Directors of annual and quarterly financial statements and management’s discussion and analysis.
The Audit Committee’s charter sets out its responsibilities and duties, qualifications for membership, procedures and reporting to the Company’s Board of Directors. A copy of the charter is attached hereto as Schedule “A” to this AIF.
COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee is comprised of three Directors. The following table sets out the name of each current Audit Committee member and whether they are “independent” and “financially literate”. To be considered independent, a member of the Audit Committee must not have any direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgement. To be considered financially literate, a member of the Audit Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected by the Company’s financial statements.
| | | | | |
|---|---|---|---|---|
| Name of Member | | Independent | | Financially Literate |
| Elizabeth McGregor | | Yes^(1)^ | | Yes^(1)^ |
| Charles A. Jeannes | | Yes^(1)^ | | Yes^(1)^ |
| David Stephens | | Yes^(1)^ | | Yes^(1)^ |
Note:
| (1) | As defined under National Instrument 52-110 Audit Committees (“NI 52-110”) and within the meaning of the applicable NYSE American listing standards and requirements. |
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RELEVANT EDUCATION AND EXPERIENCE
The education and experience of each Audit Committee member that is relevant to the performance of his or her responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with: an understanding of the accounting principles used by Orla to prepare its financial statements; the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions; experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Orla’s financial statements, or experience actively supervising one or more persons engaged in such activities; and an understanding of internal controls and procedures for financial reporting, is set out below.
ELIZABETH MCGREGOR
Ms. McGregor served as the Executive Vice President and Chief Financial Officer of Tahoe Resources Inc. from August 2016 until the acquisition by Pan American Silver Corp. in February 2019. Ms. McGregor is a Canadian Chartered Professional Accountant (CPA, CA) and, prior to her role as Chief Financial Officer, served as Tahoe Resources Inc.’s VP Treasurer. She directed financial planning, corporate liquidity, financial reporting and risk management. Prior to joining Tahoe Resources Inc., she worked at Goldcorp from 2007 to 2013 where she held various financial roles including Director of Project Finance and Cost Control; Administration Manager at the Peñasquito mine; and Director of Risk. Ms. McGregor has also served as a director of Kinross Gold Corporation since November 6, 2019. Ms. McGregor began her career at KPMG as Audit Manager. She holds a B.A. (Hons) from Queen’s University in Kingston.
DAVID STEPHENS
Mr. Stephens is a partner at Agentis Capital Mining Partners, which provides capital markets advisory services. Mr. Stephens is also VP, Marketing and a director of San Cristobal Mining Inc. He also provides consulting services in the mining and technology industries through his private consulting company. He was the Vice President, Corporate Development and Marketing at Goldcorp until its acquisition by Newmont, having previously served as Vice President and Treasurer. Prior to joining Goldcorp, Mr. Stephens spent ten years working in investment banking and equity research at various organizations including Macquarie Capital Markets Canada Ltd. and Orion Securities. Mr. Stephens holds a Bachelor’s degree in Electrical Engineering and Computer Science from Harvard University.
CHARLES JEANNES
Mr. Jeannes served as President and Chief Executive Officer of Goldcorp from 2009 until April 2016, and Executive Vice President, Corporate Development from 2006 until 2008. From 1999 until the acquisition of Glamis Gold Ltd. (“Glamis”) by Goldcorp, he was Executive Vice President, Administration, General Counsel and Secretary of Glamis. Prior to joining Glamis, Mr. Jeannes worked for Placer Dome Inc., most recently as Vice President of Placer Dome North America. He is also currently a Director of Pan American Silver Corp. and Wheaton Precious Metals Corp. (formerly Silver Wheaton Corp.) and serves as a Trustee of the Wolf Pack Athletic Association of the University of Nevada (a non-profit Board). He holds a Bachelor of Arts degree from UNR and graduated from the University of Arizona School of Law with honours in 1983. He practiced law from 1983 until 1994 and has broad experience in capital markets, mergers and acquisitions, public and private financing, and international operations.
AUDIT COMMITTEE OVERSIGHT
Since the commencement of Orla’s most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board of Directors.
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| Year ended December 31, 2025 | United States dollars unless otherwise stated |
RELIANCE ON CERTAIN EXEMPTIONS
At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4, Section 3.2, Section 3.4, Section 3.5 or Section 3.8 of NI 52-110 or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has established policies and procedures that are intended to control the services provided by the Company’s auditors and to monitor their continuing independence. Under these policies, no services may be undertaken by the Company’s auditors, unless the engagement is specifically approved by the Audit Committee or the services are included within a category that has been pre-approved by the Audit Committee. The maximum charge for services is established by the Audit Committee when the specific engagement is approved or the category of services pre-approved. Management is required to notify the Audit Committee of the nature and value of pre-approved services undertaken.
The Audit Committee will not approve engagements relating to, or pre-approve categories of, non-audit services to be provided by Orla’s auditors (i) if such services are of a type whereby the performance of which would cause the auditors to cease to be independent within the meaning of applicable rules, and (ii) without consideration, among other things, of whether the auditors are best situated to provide the required services and whether the required services are consistent with their role as auditor.
EXTERNAL AUDITOR SERVICE FEES
The aggregate fees billed by the Company’s external auditors in each of the last two financial years are as follows:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial Year Ended | | Audit Fees ^(1)^ | | Audit-Related Fees ^(2)^ | | Tax Fees ^(3)^ | | All Other Fees ^(4)^ | ||||
| December 31, 2025 | | C$ | 1,576,000 | | C$ | 17,000 | | C$ | 140,000 | | C$ | 6,000 |
| December 31, 2024 | | C$ | 1,660,300 | | C$ | 34,500 | | C$ | 133,700 | | C$ | 36,600 |
Notes:
| (1) | Fees billed for professional services rendered by the Company’s external auditor for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements. |
|---|---|
| (2) | Fees billed by the Company’s external auditor for assurance-related services that are not included in “audit fees”. |
| --- | --- |
| (3) | Fees for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning. |
| --- | --- |
| (4) | Fees for products and services provided by the Company’s external auditor, other than services reported under the table headings “Audit Fees”, “Audit-Related Fees” or “Tax Fees”. |
| --- | --- |
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| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
ADDITIONAL INFORMATION
Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov and on the Company’s website at www.orlamining.com.
Additional information, including Directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is contained in the Management Information Circular of the Company dated May 9, 2025 prepared for its most recent annual meeting of shareholders held on June 24, 2025 and filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. This information will also be contained in the Management Information Circular of the Company to be prepared in connection with the Company’s 2026 annual meeting of shareholders, currently scheduled to be held in June 2026 which will be available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Additional financial information is provided in the Company’s audited consolidated financial statements and management discussion and analysis for the financial year ended December 31, 2025, which are filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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| ORLA MINING LTD. | |
|---|---|
| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
SCHEDULE “A”
ORLA MINING LTD.
CHARTER OF THE AUDIT COMMITTEE
INTRODUCTION
The primary responsibility of the Audit Committee (the “Committee”) is to oversee Orla Mining Ltd.’s (the, “Company” or “Orla”) financial reporting process on behalf of the Company’s Board of Directors (the “Board”) in order to assist the directors of the Company in meeting their responsibilities with respect to financial reporting by the Company.
Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. The independent auditors are responsible for auditing the Company’s annual financial statements.
**1.**RESPONSIBILITIES AND AUTHORITY
The role, responsibility, authority and power of the Committee includes, but is not be limited to the following:
| (a) | the Committee shall be directly responsible for the appointment and termination (subject to Board and shareholder ratification), compensation and oversight of the work of the independent auditors, including resolution of disagreements between management and the independent auditors regarding financial reporting; |
|---|---|
| (b) | the Committee shall ensure that at all times there are direct communication channels between the Committee and the internal auditors, if applicable, and the external auditors of the Company to discuss and review specific issues, as appropriate; |
| --- | --- |
| (c) | the Committee shall discuss with the independent auditors (and internal auditors, if applicable) the overall scope and plans for their audits, including the adequacy of staff. The Committee shall discuss with management and the independent auditors the adequacy and effectiveness of the accounting and financial controls, including the Company’s policies and procedures to assess, monitor, and manage business risk and legal risk; |
| --- | --- |
| (d) | the Committee shall, at least annually, obtain and review a report by the independent auditors: |
| --- | --- |
| (i) | describing their internal quality control procedures; |
| --- | --- |
| (ii) | reviewing any material issues raised by the most recent internal quality control review, or peer review, or any inquiry or investigation by a government or professional institute or society, within the preceding five years, respecting any independent audit carried out by the independent auditors, and any steps taken to deal with any such issues; and |
| --- | --- |
| (iii) | outlining all relationships between the independent auditor and the Company in order to assess the auditor’s independence; |
| --- | --- |
| (e) | the Committee shall review and assess the performance of the independent auditors annually and share the results with the Board. |
| --- | --- |
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
| (f) | the Committee shall meet separately, on a regular basis, with management and the independent auditors to discuss any issues or concerns, current or forthcoming, warranting Committee attention. As part of this process, the Committee shall provide sufficient opportunity for the independent auditors to meet privately with the Committee; |
|---|---|
| (g) | the Committee shall receive regular reports from the independent auditors on critical policies and practices of the Company, including all alternative treatment of financial information within generally accepted accounting principles which have been discussed with management. Where alternative treatment exists, the independent auditors shall be invited to express their opinion as to whether the Company is using best practices; |
| --- | --- |
| (h) | the Committee shall review management’s assertion on its assessment of the effectiveness of internal controls as of the end of the most recent fiscal year and the independent auditors’ report on management’s assertion; |
| --- | --- |
| (i) | the Committee shall review and discuss earnings press releases (including the non-GAAP measures presented in such releases), as well as information and earnings guidance provided to analysts and rating agencies; |
| --- | --- |
| (j) | the Committee shall review the interim and annual financial statements and disclosures under management’s discussion and analysis of financial condition and results of operations with management and the annual audited statements with the independent auditors, prior to recommending them to the Board for approval, release or inclusion in any reports to shareholders and/or securities commissions; |
| --- | --- |
| (k) | the Committee shall receive reports, if any, from corporate legal representatives of evidence of material violation of securities laws or breaches of fiduciary duty; |
| --- | --- |
| (l) | the Committee shall review and ensure that procedures are in place for the receipt, retention and treatment of complaints received by the Company regarding accounting and auditing matters, as well as the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; |
| --- | --- |
| (m) | the Committee shall meet as often as it deems appropriate to discharge its responsibilities and, in any event, at least four (4) times per year. Additional meetings may be held as deemed necessary by the Chair of the Audit Committee (the “Chair”) or as requested by any Committee member or the external auditors or management; |
| --- | --- |
| (n) | the Committee shall review all issues related to a change of auditor, including the information to be included in the notice of change of auditor and the planned steps for an orderly transition; |
| --- | --- |
| (o) | the Committee shall pre-approve all non-audit services to be provided to the Company by the external auditors; |
| --- | --- |
| (p) | the Committee shall assess policies and procedures for cash management and review investment strategies for the Company’s cash balances on an annual basis; |
| --- | --- |
| (q) | the Committee shall review the Company’s overall tax plan and any material tax planning initiatives on an annual basis; |
| --- | --- |
| (r) | the Committee shall review the Company’s insurance policies on an annual basis and consider the extent of any uninsured exposure and the adequacy of coverage; |
| --- | --- |
| (s) | the Committee shall review the Company’s cybersecurity, privacy and data risk exposures and measures taken to protect the confidentiality, integrity and availability of information systems and Company (including employee) data; |
| --- | --- |
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
| (t) | the Committee shall review and approve the Company’s policy with regard to the hiring of current and former partners or employees of the present and former external auditors; |
|---|---|
| (u) | the Committee shall review the expenses of the Chief Executive Officer and the Chairman of the Board on a quarterly basis; |
| --- | --- |
| (v) | the Committee shall report on all the foregoing matters to the directors of the Company at the next Board meeting following; |
| --- | --- |
| (w) | subject to the provisions of Part 3 of National Instrument 52-110, at all times, the membership of the Committee shall be such that: |
| --- | --- |
| (i) | it shall be comprised of no fewer than three members; |
| --- | --- |
| (ii) | each of the members thereof shall be “unrelated directors” or “independent” directors of the Company, as may be defined by the Toronto Stock Exchange, the British Columbia Securities Commission or any other regulator to which the Company reports or may report in the future; |
| --- | --- |
| (iii) | each member of the Committee shall be financially literate in terms of the ability to read and understand a set of financial statements; |
| --- | --- |
| (iv) | no member of the Committee shall have a material business relationship with the Company; |
| --- | --- |
| (x) | no business shall be transacted by the Committee except at a meeting of the members thereof at which; |
| --- | --- |
| (v) | a majority of the members thereof are present; |
| --- | --- |
| (vi) | by a resolution in writing signed by all of the members of the Committee; |
| --- | --- |
| (y) | the minutes of all meetings of the Audit Committee shall be provided to the Board. |
| --- | --- |
2.WHISTLEBLOWER POLICY
With regard to the Company’s Whistleblower Policy (the “Whistleblower Policy”), the Committee shall:
| (a) | review periodically and recommend to the Board any amendments to the Whistleblower Policy and monitor the procedures established by management to ensure compliance; |
|---|---|
| (b) | review actions taken by management to ensure compliance with the Whistleblower Policy and its response to any violations; and |
| --- | --- |
| (c) | review all reports received pursuant to the Whistleblower Policy and investigate each complaint and take appropriate action within the guidelines set forth in the Whistleblower Policy. |
| --- | --- |
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| Annual Information Form | |
| Year ended December 31, 2025 | United States dollars unless otherwise stated |
3.RESPONSIBILITIES OF THE COMMITTEE CHAIR
The fundamental responsibility of the Chair is to be responsible for the management and effective performance of the Committee and to provide leadership to the Committee in fulfilling its Charter and any other matters delegated to it by the Board. To that end, the Chair’s responsibilities shall include:
| (a) | working with the Chairman of the Board to establish the frequency of Committee meetings and the agendas for such meetings; |
|---|---|
| (b) | providing leadership to the Committee and presiding over Committee meetings; |
| --- | --- |
| (c) | facilitating the flow of information to and from the Committee and fostering and environment in which Committee members may ask questions and express their viewpoints; |
| --- | --- |
| (d) | reporting to the Board with respect to significant activities of the Committee and any recommendations of the Committee; |
| --- | --- |
| (e) | addressing, or causing to be addressed, all concerns communicated to the Chair under the Whistleblower Policy; |
| --- | --- |
| (f) | leading the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate; and |
| --- | --- |
| (g) | taking such other steps as are reasonably required to ensure that the Committee carries out its mandate. |
| --- | --- |
4.ADOPTION
ADOPTED AND APPROVED by the Board on December 6, 2016.
AMENDED AND APPROVED by the Committee and the Board on August 5, 2021.
FURTHER AMENDED AND APPROVED by the Committee and the Board on August 8, 2022.
FURTHER AMENDED AND APPROVED by the Committee and the Board on August 3, 2023.
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Table of Contents Exhibit 99.2
Management’s Discussion and Analysis
Year ended December 31, 2025
Amounts in United States dollars
Page 1
Table of Contents TABLE OF CONTENTS
| I. | OVERVIEW | 3 | |
|---|---|---|---|
| II. | SUMMARY | 4 | |
| | FULL YEAR 2025 SUMMARY | 4 | |
| | Q4 2025 SUMMARY | 4 | |
| | KEY DEVELOPMENTS DURING THE YEAR | 5 | |
| III. | GUIDANCE | 8 | |
| | A. | 2025 GUIDANCE COMPARISON | 8 |
| | B. | 2026 GUIDANCE | 9 |
| IV. | DISCUSSION OF OPERATIONS | 9 | |
| | A. | MUSSELWHITE MINE, CANADA | 9 |
| | B. | CAMINO ROJO, MEXICO | 13 |
| | C. | SOUTH RAILROAD PROJECT (SOUTH CARLIN COMPLEX), NEVADA, USA | 16 |
| | D. | OTHER PROJECTS - CERRO QUEMA PROJECT, PANAMA | 18 |
| V. | NON-GAAP MEASURES | 18 | |
| VI. | SUMMARY OF QUARTERLY RESULTS | 22 | |
| VII. | THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025 | 24 | |
| VIII. | LIQUIDITY | 25 | |
| IX. | RELATED PARTY TRANSACTIONS | 26 | |
| X. | CAPITAL RESOURCES | 26 | |
| XI. | OUTSTANDING SHARE DATA | 27 | |
| XII. | OFF-BALANCE SHEET ARRANGEMENTS | 27 | |
| XIII. | PROPOSED TRANSACTIONS | 28 | |
| XIV. | CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION | 28 | |
| XV. | CRITICAL ACCOUNTING ESTIMATES | 29 | |
| XVI. | FINANCIAL INSTRUMENTS | 30 | |
| XVII. | INTERNAL CONTROL OVER FINANCIAL REPORTING | 31 | |
| XVIII. | CAUTIONARY NOTES | 32 | |
| XIX. | RISKS AND UNCERTAINTIES | 34 |
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**I.**OVERVIEW
Orla Mining Ltd. (“Orla” or the “Company”) is a mineral exploration, development, and production company listed on the Toronto Stock Exchange (“TSX”) under the symbol “OLA” and on the NYSE American under “ORLA.”
Orla’s strategy is to acquire, explore, develop, and operate mineral properties where the Company’s technical and operational expertise can substantially increase stakeholder value.
The Company owns three material gold projects within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”):
| ● | Musselwhite Mine, located in Ontario, Canada, an underground operation acquired on February 28, 2025; and |
|---|---|
| ● | Camino Rojo, located in Zacatecas State, Mexico, consisting of the Camino Rojo oxide open-pit mine (the “Camino Rojo Oxide Mine”) and the Camino Rojo underground project (“Camino Rojo Underground”); |
| --- | --- |
| ● | South Railroad Project, located in Nevada, United States, an oxide open-pit project within the Company’s South Carlin Complex along the Carlin trend. |
| --- | --- |
This Management’s Discussion and Analysis (“MD&A”) discusses the financial condition and results of operations of the Company for the year ended December 31, 2025. It should be read in conjunction with the Company’s audited consolidated financial statements for that period, and the related notes, prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Additional information about Orla Mining Ltd., including its most recent annual consolidated financial statements, its annual information form for the year ended December 31, 2025 (the “Annual Information Form”), and prior MD&A filings, is available on SEDAR+ (www.sedarplus.ca), on the U.S. SEC EDGAR system (www.sec.gov), and on www.orlamining.com.
This MD&A is current as of March 19, 2026.
J. Andrew Cormier, P.Eng., Chief Operating Officer of the Company, is a “Qualified Person” under NI 43-101 and has reviewed and approved the scientific and technical information contained herein.
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**II.**SUMMARY
FULL YEAR 2025 SUMMARY
| ● | Gold production of 300,620 ounces and total gold sold of 297,013 ounces, exceeding the 2025 production guidance range of 265,000 to 285,000 ounce of gold and generating $1,057.9 million in revenue. |
|---|---|
| ● | Consolidated total cash cost of $1,061^1^ per ounce of gold sold and within the 2025 full year guidance range of $900 to $1,100 per ounce. |
| --- | --- |
| ● | Consolidated all-in sustaining cost^1^ (“AISC”) of $1,458 per ounce of gold sold and within the 2025 full year guidance range of $1,350 to $1,550 per ounce. |
| --- | --- |
| ● | Net income of $106.9 million or $0.33 per share |
| --- | --- |
| ● | Adjusted earnings^1^ of $318.9 million or $0.97 per share. |
| --- | --- |
| ● | Cash flow from operating activities before changes in non-cash working capital of $782.4 million. |
| --- | --- |
| ● | Exploration and project expenditures^1^ totalling $130.7 million, of which $43.3 million was expensed and $87.4 million was capitalized. |
| --- | --- |
| ● | The Company ended the year with $420.8 million in cash and $385.0 million in face value of debt, resulting in $35.8 million in net cash1 and $480.8 million in liquidity1. |
| --- | --- |
| ● | Subsequent to year end 2025, Orla received the required approvals and permits from the Mexican Environmental Department (“SEMARNAT”), including the Environmental impact assessment (Manifestación de Impacto Ambiental, “MIA”) and the Change of Land Use (“CUS”) for the remaining expansion of the Camino Rojo oxide heap leach open-pit operations and for the development of an underground exploration decline. The approval of the MIA is conditional upon Orla meeting certain customary conditions and standard requirements. |
| --- | --- |
Q4 2025 SUMMARY
| ● | Fourth quarter gold production of 95,405 ounces and total gold sold of 92,889 ounces, generating $378.5 million in revenue. |
|---|---|
| ● | Fourth quarter consolidated all-in sustaining cost (“AISC”) ^1^ of $1,536 per ounce of gold sold. |
| --- | --- |
| ● | Net income for the fourth quarter of $79.2 million or $0.23 per share |
| --- | --- |
| ● | Adjusted earnings^1^ for the fourth quarter of $143.1 million or $0.42 per share. |
| --- | --- |
| ● | Cash flow from operating activities before changes in non-cash working capital of $165.4 million. |
| --- | --- |
| ● | Exploration and project expenditures^1^ totalled $43.9 million during the fourth quarter, of which $12.3 million was expensed and $31.6 million was capitalized. |
| --- | --- |
| ^1^ | Non-GAAP measure. Refer to “Non-GAAP Measures” of this MD&A for a reconciliation of this measure to our financial statements. |
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
KEY DEVELOPMENTS DURING THE YEAR
Transformational Musselwhite acquisition:
On February 28, 2025, Orla completed the acquisition of the Musselwhite Mine from Newmont Corporation (“Newmont”), marking a pivotal step in the Company’s evolution into a geographically diversified, multi-asset intermediate gold producer. The transaction materially increased our annual gold production, strengthened cash flow generation, and added a long-life Canadian underground operation with demonstrable exploration upside. Musselwhite is a cornerstone asset fueling both near-term financial performance and longer-term growth.
Operational resilience at Camino Rojo:
In July 2025, Camino Rojo experienced a material movement along the temporary north wall of the open pit following significant rainfall. Our geotechnical monitoring systems detected the movement early, enabling a controlled response with no injuries, environmental impacts, or equipment damage. Mining in the pit was temporarily paused while we completed independent geotechnical reviews and implemented a stabilization plan. The stabilization plan included a 50 to 80 metre pushback of the north wall, redesigned slopes, and enhanced monitoring. During this period, the operation continued to crush and stack stockpiled and run-of-mine material, preserving production continuity. No ore was lost or sterilized, and the revised mine sequencing was incorporated into revised annual production and cost guidance in August 2025.
Camino Rojo oxide expansion permits secured
Subsequent to the year end, the Mexican Federal Environmental Department (“SEMARNAT”) approved the Company’s Environmental Impact Statement (“Manifestación de Impacto Ambiental” or “MIA”) for the expansion of the Camino Rojo Oxide Mine. This approval, together with the Change of Land Use authorization which was also received, provides the permits required to mine the remainder of the oxide open pit, including the layback area to the north. The MIA also permits construction of an exploration decline to support continued advancement of the Camino Rojo Underground project. This milestone provides operating flexibility at Camino Rojo and supports both oxide mine optimization and underground development. The approval of the MIA is conditional upon Orla meeting certain customary conditions and standard requirements.
Musselwhite Reserve and Resource Expansion
In October 2025, results of the deep directional drilling program at Musselwhite intersected high-grade gold mineralization 1.6 km along strike from current operations. In December 2025, the continuity of gold mineralization was confirmed 2 km beyond current operations. High-grade intersections were also observed in active mining areas to support resource replacement and expansion efforts. These early results validate our investment thesis for Musselwhite as a rare, high-quality asset with geological continuity.
South Railroad Project progress:
Permitting continued to advance through the federal Environmental Impact Statement process, with the Record of Decision targeted for mid-2026.
In January 2026, we completed an updated Feasibility Study for the South Railroad Project and approved the start of construction spending, marking a significant advancement toward development. The Feasibility Study confirmed robust project economics, a construction-ready design, and a fully funded pathway supported by operating cash flow and cash on hand. This positions South Railroad as our next operating mine and a key driver of future growth.
South Carlin district-scale growth potential:
Throughout 2025, we reported a series of exploration and development updates at the South Carlin Complex in Nevada, demonstrating district-scale potential. Drilling was completed at the Dark Star, Pinion, Jasperoid Wash and Bowl deposits, as well as at the oxide targets Spike, Firebox, Dixie and Pony Creek area. The program returned multiple significant oxide gold intersections outside existing Pinion and Dark Star Feasibility Study pit shells, supporting the opportunity for meaningful resource expansion. Page 5
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
Camino Rojo Underground growth:
In August 2025, we reported high-grade drilling results from Zone 22 at Camino Rojo, highlighting mineralization outside existing underground resource panels. These results strengthened confidence in the scale, continuity, and grade of the sulphide system and supported both resource growth and potential classification upgrades. Zone 22 continues to represent a key driver of long-term value at Camino Rojo. Partial results from the 2025 drill program were incorporated into the updated Mineral Resource Estimate included in the recently released Preliminary Economic Assessment.
Balance sheet strength and shareholder returns:
During 2025, the Company repaid $65 million of debt, ending the year in a net cash position providing strengthened financial flexibility. Reflecting this financial position and confidence in the Company’s cash flows, we announced the Company’s inaugural quarterly dividend in December 2025, which was paid in February 2026. We expect to declare the next quarterly dividend in May 2026. This disciplined allocation of capital reflects a balanced approach to growth, balance sheet strength, and shareholder returns.
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Operating and Financial Results | | | | Q4 2025 | | Q4 2024 | | YTD 2025 | | YTD 2024 | ||||
| Gold production | | ounces | | | 95,405 | | | 26,531 | | | 300,620 | | | 136,748 |
| Gold sold | | ounces | | | 92,889 | | | 33,288 | | | 297,013 | | | 138,474 |
| Average realized gold price^1^ | | per ounce | | $ | 4,025 | | $ | 2,669 | | $ | 3,485 | | $ | 2,390 |
| Cost of sales – operating cost | | million | | $ | 94.0 | | $ | 19.9 | | $ | 319.2 | | $ | 77.1 |
| Cash cost per ounce ^1,2^ | | per ounce | | $ | 1,093 | | $ | 550 | | $ | 1,061 | | $ | 524 |
| All-in sustaining cost per ounce ^1,2^ | | per ounce | | $ | 1,536 | | $ | 826 | | $ | 1,458 | | $ | 805 |
| | | | | | | | | | | | | | | |
| Revenue | | million | | $ | 378.5 | | $ | 92.8 | | $ | 1,057.9 | | $ | 343.9 |
| Net income | | million | | $ | 79.2 | | $ | 26.1 | | $ | 106.9 | | $ | 89.0 |
| Earnings per share – basic | | $/share | | $ | 0.23 | | $ | 0.08 | | $ | 0.33 | | $ | 0.28 |
| | | | | | | | | | | | | | | |
| Adjusted earnings ^1^ | | million | | $ | 143.1 | | $ | 22.0 | | $ | 318.9 | | $ | 81.1 |
| Adjusted earnings per share - basic ^1^ | | $/share | | $ | 0.42 | | $ | 0.07 | | $ | 0.97 | | $ | 0.25 |
| | | | | | | | | | | | | | | |
| Cash flow from operating activities before changes in non-cash working capital | | million | | $ | 165.4 | | $ | 46.0 | | $ | 782.4 | | $ | 172.8 |
| | | | | | | | | | | | | | | |
| Free cash flow ^1^ | | million | | $ | 133.4 | | $ | 39.6 | | $ | 680.8 | | $ | 145.2 |
Cash flow from operating activities before changes in non-cash working capital for the year ended December 31, 2025, includes the proceeds received from the gold prepay facility of $360.8 million.
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | | | December 31 | | December 31, | ||
| Financial position | | | | 2025 | | 2024 | ||
| Cash and cash equivalents | | million | | $ | 420.8 | | $ | 160.8 |
| Net cash ^1^ | | million | | $ | 35.8 | | $ | 160.8 |
| Liquidity^1^ | | million | | $ | 480.8 | | $ | 310.8 |
| ^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. |
| --- | --- |
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating and Financial Results | | | Q4 2025 | | Q4 2024 | | YEAR 2025 | | YEAR 2024 | ||||
| Gold production | ounces | | | | | | | | | ||||
| Camino Rojo | | | | 19,587 | | 26,531 | **** | | 96,764 | | 136,748 | ||
| Musselwhite | | | | 75,818 | | NA | **** | | 203,856 | | NA | ||
| Total | | | | 95,405 | | 26,531 | **** | | 300,620 | | 136,748 | ||
| | | | | | | | | | | | | | |
| Gold sold | ounces | | | | | | | | | ||||
| Camino Rojo | | | | 18,979 | | 33,288 | **** | | 98,043 | | 138,474 | ||
| Musselwhite | | | | 73,910 | | NA | **** | | 198,970 | | NA | ||
| Total | | | | 92,889 | | 33,288 | **** | | 297,013 | | 138,474 | ||
| | | | | | | | | | | | | | |
| Cost of sales – operating cost | | million | | | | | | | | | |||
| Camino Rojo | | | $ | 23.4 | | $ | 19.9 | | $ | 87.6 | | $ | 77.1 |
| Musselwhite | | | **** | 70.6 | | NA | | **** | 231.6 | | NA | ||
| Total | | | $ | 94.0 | | $ | 19.9 | | $ | 319.2 | | $ | 77.1 |
| | | | | | | | | | | | | | |
| Cash cost per ounce^1^ | | per ounce sold | | | | | | | | ||||
| Camino Rojo | | | $ | 1,150 | | $ | 550 | | $ | 778 | | $ | 524 |
| Musselwhite ^2^ | | | $ | 1,078 | | NA | | $ | 1,213 | | NA | ||
| Consolidated ^2^ | | | $ | 1,093 | | $ | 550 | | $ | 1,061 | | $ | 524 |
| | | | | | | | | | | | | | |
| All in sustaining cost per ounce sold^1^ | | per ounce sold | | | | | | | | ||||
| Camino Rojo | | | $ | 1,248 | | $ | 651 | | $ | 865 | | $ | 659 |
| Musselwhite^2^ | | | $ | 1,526 | | NA | | $ | 1,618 | | NA | ||
| Consolidated^3^ | | | $ | 1,536 | | $ | 829 | | $ | 1,458 | | $ | 805 |
| | | | | | | | | | | | | | |
| Capital expenditures | | million | | | | | | | | ||||
| Camino Rojo (including deferred stripping) | | | $ | 3.7 | | $ | 5.1 | | $ | 16.6 | | $ | 29.2 |
| Musselwhite | | | $ | 39.2 | | NA | | $ | 95.4 | | NA | ||
| Other | | | $ | 1.7 | | $ | 0.1 | | $ | 10.4 | | $ | 0.3 |
All values are in US Dollars.
| ^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. “NA” means not applicable. |
| --- | --- |
| ^3^ | Includes corporate administrative costs not allocated to any specific mining operation. |
| --- | --- |
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**III.**GUIDANCE
| A. | 2025 GUIDANCE COMPARISON |
|---|
On January 16, 2025, the Company announced its full year 2025 annual guidance, which included the outlook for production, operating costs, capital costs, and exploration spending at Camino Rojo and South Railroad, but which excluded Musselwhite. On May 12, 2025, the Company announced updated full year 2025 annual guidance to include Musselwhite.
On August 5, 2025, the Company announced revised full year gold production, cash cost, and AISC guidance as a result of the pit wall event at Camino Rojo in July 2025.
A comparison of this revised guidance versus actual is provided below. As the acquisition of Musselwhite closed on February 28, 2025, figures in the table below include ten (10) months of production and expenditures for Musselwhite. However, cash cost and AISC include nine (9) months of production and costs beginning on April 1, 2025.
| | | | | | |
|---|---|---|---|---|---|
| | | | 2025 Revised | | 2025 |
| | | | Guidance | | Actual |
| Gold Production | | oz | 265,000 – 285,000 | | 300,620 |
| Total Cash Cost ^1^ (net of by-product) | | /oz Au sold | $ 900 - $ 1,100 | | 1,061 |
| AISC ^1,2,3^ | | /oz Au sold | $ 1,350 - $ 1,550 | | 1,458 |
| Capital Expenditures ^2^ | million | 130.0 | 122.3 | ||
| Sustaining Capital Expenditures | | million | 95.0 | | 79.0 |
| Musselwhite | | | 90.0 | 72.0 | |
| Camino Rojo | | | 5.0 | 7.0 | |
| Non-Sustaining Capital Expenditures | | million | 35.0 | 43.3 | |
| Musselwhite | | | 18.0 | | 23.4 |
| Camino Rojo | | | 7.0 | | 9.7 |
| South Carlin – capital projects | | | 10.0 | | 10.2 |
| Exploration & Project Development (expensed) ^2^ | | million | 43.0 | 37.6 | |
| Musselwhite | | | 7.0 | 4.7 | |
| Camino Rojo | | | 9.0 | 7.4 | |
| South Carlin – exploration expense | | | 15.0 | 14.7 | |
| South Carlin – project development | | | 12.0 | | 10.8 |
| Corporate G&A (including share-based compensation) | | million | 33.0 | 55.6 |
All values are in US Dollars.
| 1. | Cash cost and AISC include nine (9) months of production and costs from Musselwhite, and full year from Camino Rojo and Corporate G&A (inclusive of share-based compensation). Cash costs and AISC are non-GAAP measures. See section V — NON-GAAP MEASURES of this MD&A for additional information. |
|---|---|
| 2. | Exchange rates used to forecast cost metrics in the guidance include USD/MXN of 18.0 and USD/CAD of 1.33. |
| --- | --- |
| 3. | Corporate G&A costs include one-time costs associated with the closing of the Musselwhite transaction of approximately $10 million. These costs are excluded from the AISC calculation. Refer to the Non-GAAP section for further detail. |
| --- | --- |
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
| B. | 2026 GUIDANCE | |||||
|---|---|---|---|---|---|---|
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | 2026 Full Year | | 2026 H1 | | 2026 H2 |
| | | Guidance | | Guidance | | Guidance |
| Gold Production (ounces) | | 340,000 – 360,000 | | 150,000 – 160,000 | | 190,000 – 200,000 |
| Camino Rojo | | 110,000 – 120,000 | | 40,000 – 45,000 | | 70,000 – 75,000 |
| Musselwhite | | 230,000 – 240,000 | | 110,000 – 115,000 | | 120,000 – 125,000 |
| Total Cash Cost ^1^ ($/oz gold sold) | | $ 1,000 – $ 1,200 | | $1,150 – $1,250 | | $1,000 – $1,100 |
| Camino Rojo | | 850 – 950 | | 1,100 – 1,200 | | 700 – 800 |
| Musselwhite | | 1,200 – 1,300 | | 1,200 – 1,300 | | 1,200 – 1,300 |
| AISC ^1,2^ ($/oz gold sold) | | $ 1,550 – 1,750 | | $1,800 – $1,900 | | $1,400 – $1,500 |
| Camino Rojo | | 1,150 – 1,250 | | 1,650 – 1,750 | | 850 – 950 |
| Musselwhite | | 1,650 – 1,850 | | 1,750 – 1,850 | | 1,600 – 1,700 |
| | | | | | | |
| | | $ million | | | | |
| Capital Expenditures ^2^ | | 430.0 | | | ||
| Sustaining Capital | | 155.0 | | | | |
| Camino Rojo – capital expenditures | | 19.0 | | | | |
| Camino Rojo –stripping costs capitalized | | 16.0 | | | | |
| Musselwhite | | 120.0 | | | | |
| Non-Sustaining Capital | | 275.0 | | | | |
| Camino Rojo | | 5.0 | | | | |
| Musselwhite | | 55.0 | | | | |
| South Carlin – capital projects | | 215.0 | | | | |
| Exploration & Project Development (expensed) ^2^ | | 40.0 | | | | |
| Camino Rojo | | 5.0 | | | | |
| Musselwhite | | 5.0 | | | | |
| South Carlin – exploration expense | | 15.0 | | | | |
| South Carlin – project development | | 15.0 | | | | |
| Corporate G&A (including share-based compensation) | | 35.0 | | | | |
| 1. | The outlook constitutes forward-looking statements within the meaning of applicable securities legislation, see CAUTIONARY NOTES of this MD&A regarding Forward-Looking Information. |
|---|---|
| 2. | Cash costs and AISC are non-GAAP measure. See section V — NON-GAAP MEASURES of this MD&A for additional information. |
| --- | --- |
| 3. | Exchange rates used to forecast cost metrics include MXN/USD of 18.5 and CAD/USD of 1.35. |
| --- | --- |
I **V.**DISCUSSION OF OPERATIONS
A.MUSSELWHITE MINE, CANADA
Musselwhite is a Canadian underground gold mine that has produced over 6 million ounces of gold since commencing operations in 1997. It is a fly-in, fly-out operation located in northwestern Ontario, Canada. Mining is conducted from two principal zones using longitudinal retreat and transverse stoping methods, with ore conveyed to surface via an internal winze and conveyor. Ore is processed through two-stage crushing, grinding, and leach/cyanide-in-pulp (“CIP”) circuits to produce doré, with annual throughput capacity of approximately 1.5 million tonnes. Gold recoveries have historically averaged approximately 96%.
On February 28, 2025, Orla acquired the Musselwhite Mine from Newmont 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, and to the audited consolidated financial statements for the year ended December 31, 2025 for details of the acquisition. Page 9
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
MUSSELWHITE OPERATIONAL UPDATE
The Company completed the acquisition of the Musselwhite Mine on February 28, 2025. The following discussion reflects operating performance from March 1, 2025, through December 31, 2025. The figures presented for cash cost and All-in Sustaining cost are for the period April 1, 2025, to December 31, 2025.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | YEAR 2025 | |
| Musselwhite Mine Operating Highlights | | | | | Q4 2025 | | | (March 1 to December 31) | **** |
| Total ore mined | | tonnes | | | 370,622 | | | 1,107,311 | |
| Total ore milled | tonnes | | 361,407 | | | 1,089,896 | | ||
| Average ore grade milled | g/t | | 6.77 | | | 6.04 | | ||
| Average mill recovery rate | percent | | 95.65 | % | | 95.77 | % | ||
| Gold ounces produced | ounces | | 75,818 | | | 203,856 | | ||
| Gold ounces sold | ounces | | 73,910 | | | 198,970 | | ||
| | | | | | | | | ||
| Revenue | $ 000’s | | $ | 295,107 | | $ | 704,945 | | |
| Cost of sales – operating costs | $ 000’s | | $ | 70,625 | | $ | 231,583 | | |
| DD&A | $ 000’s | | $ | 37,292 | | $ | 113,230 | | |
| Royalties | $ 000’s | | $ | 9,606 | | $ | 20,240 | | |
| Sustaining capital expenditures | $ 000’s | | $ | 27,246 | | $ | 71,991 | | |
| Non-sustaining capital expenditures | | $ 000’s | | $ | 11,994 | | $ | 23,413 | |
| | | | | | | | |||
| Cash cost per ounce sold^1^ | per ounce | | $ | 1,078 | | $ | 1,213 | | |
| All-in sustaining cost per ounce sold ^1^ | per ounce | | $ | 1,526 | | $ | 1,618 | |
| ^1^ | 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. |
|---|
Full year gold production at Musselwhite was 236,908 ounces, of which 203,856 ounces was produced after acquisition by Orla.
OPERATING PERFORMANCE OVERVIEW
During 2025, Musselwhite delivered stable production while transitioning ownership and integrating into Orla’s operating standards. Operational performance through the year was primarily influenced by development access and stope sequencing, rather than by mining or processing capacity constraints.
Gold production in the first half of the year was moderated by development timing, which constrained access to certain higher-grade areas and increased reliance on lower grade mining horizons in the upper part of the mine. As development rates improved in the second half of the year, access to higher grade material in PQ Deep and Redwings zones improved, resulting in higher mined ore tonnes and grade, providing stronger gold production, particularly in the fourth quarter.
Mining and Development
Mining and development performance during 2025 reflected the timing of development access, contractor availability, and stope sequencing. From March through December, ore mined generally ranged between 100,000 and 125,000 tonnes per month.
Mining performance was strong in the initial months following acquisition, supported by good access to planned mining areas, new underground mining equipment and solid development execution. Beginning mid-year, development rates were constrained by extended waste disposal phases, and delayed mobilization of additional development contractors. These factors temporarily limited access to planned stopes and resulted in greater reliance on higher-level mining areas. Page 10
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| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
Development performance improved toward the end of the third quarter as contractor mobilization advanced, with full deployment substantially achieved by late September. By the fourth quarter, mining and development activity had stabilized, reflecting improved access to higher-grade areas.
For the year, approximately 57% of ore tonnes and 70% of gold ounces were sourced from the PQ Deep zone, with the balance from higher mining horizons. The triple-stack stope in the Redwings area, commissioned in September 2025, began contributing to ore delivery late in the year and is expected to enhance mining flexibility in 2026.
Processing and Metallurgical Performance
Processing performance during 2025 was stable, with throughput aligned with mining rates and no plant capacity constraints. Short-term reductions in throughput during the middle of the year were related to maintenance activities and power variability and did not have a lasting impact on plant availability.
During the first half of the year, processed gold grades ranged between approximately 5.3 and 5.8 g/t, reflecting mine sequencing and a higher proportion of ore sourced from upper mining horizons while access to deeper zones was constrained by access and sequence. Metallurgical recoveries remained consistent with historical performance throughout the year.
As access to higher grade material improved in the second half of the year, the mill processed higher-grade ore from the PQ Deep and Redwings areas. During the fourth quarter of 2025, processed grades increased to approximately 6.8 g/t, reflecting improved access to higher-grade areas.
Gold Production
Gold production at Musselwhite during 2025 reflected the combined effects of access, stope sequencing, and processed grades. For the ten months ended December 31, 2025, the mine produced 203,856 ounces of gold, including 75,818 ounces in the fourth quarter. December production of over 29,400 ounces represented the strongest monthly performance of the year.
Unit operating costs during the year reflected these same operational dynamics. During the middle of the year, unit costs increased as lower production volumes and reduced development activity resulted in a higher proportion of fixed site costs being expensed. As mining rates and grades improved in the fourth quarter, unit costs declined as production volumes increased and development activity normalized.
Safety and Workforce
Safety performance at Musselwhite during 2025 was stable, with no fatalities and a limited number of lost-time injuries, none of which resulted in severe long-term impacts to affected workers. Safety incidents and near misses were addressed through corrective actions and targeted retraining.
The workforce remained stable through the year, with direct employment averaging approximately 700 employees. Approximately 36% of employees were local, including approximately 16% Indigenous representation.
Outlook
With contractor mobilization largely complete, development rates improved, and key infrastructure upgrades advanced as planned, Musselwhite enters 2026 positioned for consistent mining rates and improved grade delivery. Continued development of the 1080 exploration drift and expanded underground drilling capacity are expected to support both near-term production stability and longer-term reserve and resource growth.
In 2026 Management expects reduced operational variability as development provides more operational flexibility through the addition of production horizons. Page 11
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
EXPLORATION PROGRAM UPDATE
The 2025 exploration program at Musselwhite continued during the fourth quarter with a focus on advancing deep directional drilling along the Mine Trend, ongoing underground drilling for reserve and resource growth and definition, and the completion of the near-mine surface drilling program. Exploration results received during the quarter confirmed the continuity of gold mineralization 2 km beyond current operations, intersected high-grade mineralization in the Redwings, Lynx, West Limb and PQE zones, and returned shallow encouraging mineralization from early-stage near-mine targets.
The deep directional drilling program, which commenced in late May, continued to evaluate the down-plunge extension of the Mine Trend. A total of 12,553 metres were completed during the year. Results received during the fourth quarter confirmed continuity of gold mineralization 2 kilometres from current operations and indicate the potential for stacked mineralized zones, with an upper horizon interpreted as the Lynx zone and a lower horizon interpreted as the PQ zone. This interpretation of stacked mineralized zones at depth remains under evaluation, with further drilling planned through 2026 to test the continuity, geometry and grade distribution of both zones.
Underground exploration drilling continued throughout 2025 and into year-end, focused on reserve replacement, resource expansion, and inventory definition within Lynx, Redwings, West Limb, and PQE zones. Results returned high-grade mineralization, supporting production and growth, and contributed to improved geological confidence in near-term production areas. A total of 32,131 m of underground exploration drilling was completed during the year.
The near-mine surface drilling program was completed in October 2025 and returned shallow gold mineralization across multiple targets, including a narrow high-grade intersection at Karl Zeemal. The combined historical and recent results support the potential for additional mill feed sources, subject to further exploration work and evaluation. Follow up drilling in early 2026 will advance the Camp Bay mineralized zone and a four-kilometre strike trend along the Musselwhite SE extension also known as “Karl Zeemal”.
Results from the 2025 exploration program are summarized in the Company’s press releases dated October 6, 2025, “Orla Mining Discovers Potential Two-Kilometre Extension at Musselwhite”, and December 18, 2025, “Orla Confirms Two-Kilometre Gold Trend Extension at Musselwhite.”
For 2026, Orla plans to continue to advance the second year of its two-year aggressive exploration program, building on programs initiated in 2025. Efforts will continue to target the Mine Trend Extension, underground resource and reserve growth, and selective near-mine satellite opportunities, supporting potential mine life extensions and future operational expansions. The deep directional underground exploration and follow-up near-mine surface programs are already ongoing.
COMMUNITY, FIRST NATIONS AND WORKFORCE
Since the acquisition in late February, the Musselwhite community and First Nations engagement program included activities to support the ownership transition as well as community visits, participation in key community events and advancing social closure planning.
Engagement highlights of 2025 include the Orla community event in April, the Musselwhite Agreement implementation meeting in June and a visit to North Caribou in August. During the year, the site also carried out First Nations-focused mining training programs and hosted a high school tour for students from North Caribou First Nation in November.
Musselwhite’s social investment efforts focused on education and training, health and wellbeing and support for culture and culturally significant events. As a highlight, Orla, Newmont and First Nation Limited Partnership (“FNLP”) announced a $6.6 million fund in December. The fund will flow over a 10-year period to support career development, trades training, mentorship, land-based learning, literacy and STEM initiatives, as well as scholarships and will be administered by Opiikapawiin Services LP, a service organization owned by FNLP. Page 12
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
B.CAMINO ROJO, MEXICO
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Camino Rojo Operating Summary | | | | Q4 2025 | | Q4 2024 | | YEAR 2025 | | YEAR 2024 | ||||
| Mining | | | | | | | | | | |||||
| Ore mined | tonnes | **** | | 1,769,950 | | 1,822,952 | **** | | 6,305,454 | | 7,613,734 | |||
| Waste mined | tonnes | **** | | 2,685,854 | | 2,798,907 | **** | | 10,425,434 | | 8,563,535 | |||
| Total mined | tonnes | **** | | 4,455,803 | | 4,621,859 | **** | | 16,730,887 | | 16,177,269 | |||
| Strip ratio | w:o | **** | | 1.52 | | 1.54 | **** | | 1.65 | | 1.12 | |||
| Total ore mined gold grade | g/t | **** | | 0.48 | | 0.90 | **** | | 0.62 | | 0.86 | |||
| Processing | | | | | | | | | | |||||
| Ore stacked | tonnes | **** | | 1,862,807 | | 1,700,770 | **** | | 8,938,173 | | 7,204,928 | |||
| Ore stacked gold grade | g/t | **** | | 0.47 | | 0.94 | **** | | 0.54 | | 0.88 | |||
| Gold produced | oz | **** | | 19,587 | | 26,531 | **** | | 96,764 | | 136,748 | |||
| Daily stacking rate – average | tpd | **** | | 20,248 | | 18,487 | **** | | 19,075 | | 19,055 | |||
| | | | | | | | | | | | | | | |
| Revenue | | $000’s | | $ | 83,384 | | $ | 92,763 | | $ | 352,936 | | $ | 343,918 |
| Cost of sales – operating costs | | $000’s | | $ | 23,411 | | $ | 19,917 | | $ | 87,588 | | $ | 77,059 |
| DD&A | | $000’s | | $ | 7,334 | | $ | 10,712 | | $ | 32,463 | | $ | 40,683 |
| Royalties | | $000’s | | $ | 2,480 | | $ | 2,304 | | $ | 10,490 | | $ | 8,536 |
| Sustaining capital expenditures | | $000’s | | $ | 1,460 | | $ | 2,431 | | $ | 6,997 | | $ | 16,401 |
| Non-sustaining capital expenditures | | $000’s | | $ | 2,237 | | $ | 2,629 | | $ | 9,652 | | $ | 12,776 |
| | | | | | | | | | | | | | | |
| Cash cost per ounce^1^ | | per ounce | | $ | 1,150 | | $ | 550 | | $ | 778 | | $ | 524 |
| All-in sustaining cost per ounce ^1^ | | per ounce | | $ | 1,248 | | $ | 826 | | $ | 865 | | $ | 805 |
| ^1^ | This is a non-GAAP measure. Refer to Section V, Non GAAP measures. | |||||
|---|---|---|---|---|---|---|
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | Dec 31, 2025 | | Dec 31, 2024 |
| Total ROM ore stockpile | tonnes | **** | 480,397 | 3,086,973 | ||
| ROM ore stockpile grade | g/t | **** | 0.35 | 0.33 |
CAMINO ROJO OPERATIONAL UPDATE
The Camino Rojo Oxide Gold Mine produced 96,764 ounces of gold in 2025, at the low end of the revised annual guidance range of 95,000 to 105,000 ounces of gold.
During 2025, Camino Rojo delivered stable heap leach production averaging 19,127 tonnes per day, despite a year characterized by the transition to a new mining contractor, variability in mine sequencing resulting from delays in receiving environmental permits for pit expansion, and a temporary slope instability event during the third quarter.
Mining operations during the first half of the year were impacted by reduced mining areas due to outstanding environmental permits, the ramp-up of the new mining contractor during January and February, and lower-than-planned equipment availability during this period. As a result, total tonnes mined during the first half of the year were approximately 7% below plan. Notwithstanding these constraints, stacking rates generally remained in line with expectations.
During the second quarter, mining performance improved, with mined tonnes and stacking rates broadly aligned with plan. Variability in processed grades during this period was primarily driven by mine sequencing constraints related to permitting delays. Gold production during the second quarter was below plan, reflecting lower stacked grades rather than limitations in stacking capacity. Page 13
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
In late July 2025, an uncontrolled movement of material occurred on the temporary north wall of the open pit following significant rainfall. No injuries, equipment damage, or environmental impacts were reported. Mining activities within the pit were temporarily suspended while geotechnical assessments were completed and a stabilization plan was implemented, which included flattening the north wall and redesigning the pit. As a result, the mine sequence was reoptimized and the annual production forecast was updated.
During the temporary suspension in-pit mining activities, operations maintained production continuity through the rehandling, crushing, and stacking of low-grade material sourced from stockpiles and run-of-mine (“ROM”) material. During the third quarter, reprocessed material volumes were significantly above plan, while newly mined ore volumes declined. Stacked tonnes during this period remained at or near nameplate capacity. During the fourth quarter of 2025, mining activities progressively returned to the pit, reducing reliance on stockpile reprocessing and resulting in improved stacked grades and gold recoveries. Out of the 1,862,807 tonnes of ore stacked during the fourth quarter, 118,339 tonnes of low-grade ore at a grade of 0.29 g/t, with the balance of the tonne carrying a grade of 0.48 g/t.
Operating Costs and Variances
Mining costs during the first half of the year were generally in line with or below plan, reflecting lower mining volumes resulting from permit-related mining area constraints, equipment availability, and contractor ramp-up period. During the second quarter of 2025, mining costs exceeded plan due to increased rehandling and processing of low-grade material, partially offset by reduced primary mining activity.
In the months following the slope instability event, mining costs were impacted by additional rehandling activities; however, these costs were partially offset by reduced contractor activity during the temporary suspension of mining. Mining costs in August and September were below plan due to reduced mining activity. During the fourth quarter, mining costs consistently trended below plan, reflecting improved haulage efficiency resulting from flatter and shorter haul routes, lower explosives consumption, and reduced diesel usage driven by changes in mine sequencing.
Processing costs during the first half of the year remained consistently below plan, driven by lower maintenance expenditures and favorable reagent consumption rates and pricing. Cyanide and lime consumption remained below expected levels through April, contributing to cost savings. Processing costs increased from May through September due to unplanned processing of low-grade ROM material from stockpiles, which resulted in higher reagent, power, and contractor costs.
Processing costs during the fourth quarter remained above budget, reflecting higher irrigation flow rates and cyanide concentrations associated with stacking ROM material on the fifth lift, which had not been planned. Additional cost drivers included unbudgeted contractor work on the crushing and conveying systems, as well as costs associated with the implementation of a new collective bargaining agreement.
ENVIRONMENTAL AND PERMITTING
Environmental and permitting activities continued throughout the year.
In 2025 the site advanced work for certification under the International Cyanide Management Code (“ICMC”). Orla became an ICMC signatory in Q4 and Camino Rojo aims to achieve certification in 2026.
In 2025, the Company continued to engage with federal agencies, including SEMARNAT (the Mexico Ministry of Environment and Natural Resources), to support the approval process and optimize the timeline for regulatory review. Following meetings with SEMARNAT during the first half of 2025, on July 18, 2025, the Company received a detailed information request and promptly implemented an action plan to address the requested items. An updated submission was filed with SEMARNAT in October 2025.
On March 5, 2026, SEMARNAT approved the Company’s Environmental Impact Statement (“MIA”) for the expansion of the Camino Rojo Oxide Mine. With this approval, together with the Change in Land Use which was also received, the Company now has the permits required to mine the remainder of the oxide open pit, including the layback area located to the north. The MIA also permits the construction of an exploration decline to support continued advancement of the Camino Rojo Underground project. The approval of the MIA is conditional upon Orla meeting certain customary conditions and standard requirements. Page 14
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
COMMUNITIES, WORKFORCE, AND LABOUR RELATIONS
In 2025, Camino Rojo undertook extensive community engagement through regular interactions with ejido leaders, local institutions, and cultural events. The site renewed key exploration and social responsibility agreements and advanced several social investment initiatives, including scholarships, community infrastructure, and productive development projects. Progress also continued on the poultry and egg farm, training programs were delivered through the San Tiburcio community office, and the Pro‑ABC environmental and sustainability project advanced with biodiversity studies and new livelihood initiatives. Workforce development remained a priority, with 213 employees completing Leadership Foundations training.
Collective bargaining agreement negotiations with the union concluded with a new agreement approved in November, reinforcing a constructive labour relationship with our workforce and operational continuity.
EXPLORATION
CAMINO ROJO UNDERGROUND AND CAMINO ROJO EXTENSION (ZONE 22)
On June 5, 2025, Orla released the first underground mineral resource estimate for Camino Rojo. The underground resource, including the Camino Rojo Underground and Zone 22, extends from the base of the oxide pit to approximately 1,200 metres below surface (or up to 1,300 metres down plunge from the pit base), covering up to one kilometre along strike and 200 to 400 metres in width. Refer to the Company’s press release dated June 5, 2025 news release, “Orla Mining Delivers Initial Underground Mineral Resource for Camino Rojo in Mexico, Paving the Way for Future Development Planning”)
In late July, Orla completed a 15,000 m infill drilling program focused on the upper part of Zone 22 to upgrade and grow the initial resource. Based on positive results, an additional 5,000 metres were added to the program. Refer to the Company’s press release dated August 7, 2025, “Orla Mining Reports New Drill Results from Zone 22 at Camino Rojo”. The program was completed in early December, with a total of 21,891 metres drilled during the year. Partial results from the infill program were used to support the updated underground resource estimate for the Camino Project, included in the Preliminary Economic Assessment (“PEA”) for the underground project announced by the Company on February 19, 2026 (see the Company’s press release “Orla Mining Announces Positive Preliminary Economic Assessment for the Camino Rojo Underground Project”). An updated technical report prepared in accordance with NI 43-101 was filed on March 19, 2026, and is available on the Company’s website and on SEDAR+ and EDGAR.
A 2026 drill program to support the generation of metallurgical, geotechnical and hydrological material for a Pre-Feasibility Study for the underground project began in mid-January 2026, with 4,300 m planned.
REGIONAL
The regional program was completed in the fourth quarter, with a year-end total of 4,735 metres drilled across four targets: Hacheros, Lago Azul, Majoma and Miserias. The 2026 regional drill program is planned to begin in H2, with 4,400 metres planned.
REGULATORY MATTERS
As previously disclosed, the Company is continuing to review potential criminal activity involving the Camino Rojo mine in Mexico. With the assistance of external counsel, the Company has significantly progressed an internal investigation. 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 authorities. Other governmental agencies could also become involved in the future.
It is premature for the Company to anticipate the timing, conclusions, outcome or impact of these matters. Legal claims, civil and criminal penalties, or reputational damage resulting from these matters could have a material adverse effect on the Company’s business, financial condition and results of operations. Page 15
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
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 policies.
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 Orla’s South Carlin Complex, a highly prospective land package totaling approximately 25,000 hectares. The project is a feasibility-stage, open-pit heap-leach gold development asset.
During 2025, Orla advanced the South Railroad Project across all key workstreams, including federal and state permitting, engineering and feasibility activities, exploration, and community engagement. The year marked a transition from pre-permitting preparation to formal environmental review under the National Environmental Policy Act (“NEPA”), while engineering work progressed toward construction-decision readiness.
PERMITTING
The South Railroad Project is situated on federal land and is being permitted under the oversight of the US Bureau of Land Management (“BLM”) in accordance with NEPA. A significant milestone was achieved on August 13, 2025, when the BLM published the Notice of Intent (“NOI”) in the Federal Register, formally initiating the Environmental Impact Statement (“EIS”) process.
Public scoping meetings were held in early September 2025, and no substantive comments were received that required additional baseline studies or alternative development scenarios. The administrative draft EIS advanced through agency review during the fourth quarter, with comments due in December 2025. Orla is targeting a Record of Decision (“ROD”) in Q3 2026, following completion of the EIS process.
The BLM is conducting consultation with the U.S. Fish and Wildlife Service (“USFWS”) pursuant to Section 7 of the Endangered Species Act. A Biological Assessment has been prepared and shared with the USFWS to support this process. The timing of USFWS consultation represents the primary permitting schedule risk and is being actively managed.
During 2025, South Railroad transitioned from participation in the FAST-41 transparency process to full designation as a FAST-41 Covered Project. FAST-41 coverage provides enhanced coordination, transparency, and schedule certainty for major federal infrastructure projects, with permitting milestones tracked through the Federal Permitting Improvement Steering Council dashboard.
The U.S. Army Corps of Engineers (“ACOE”) Section 404 permit application, covering wetland and surface disturbance impacts, was submitted in August and deemed administratively complete. The associated public comment period closed in September without significant issues. Review of the compensatory mitigation plan is ongoing, with final permit issuance expected to align with the BLM’s Record of Decision.
At the State level, the project has received Class I and II Air Operating Permits. Water-related permits, including the Water Pollution Control Permit and the National Pollutant Discharge Elimination System (“NPDES”) discharge permit, are under review by the Nevada Division of Water Resources and associated agencies.
PROJECT CONSTRUCTION
DETAILED DESIGN WORK
Orla awarded the Engineering, Procurement, and Construction Management (“EPCM”) contract to M3 Engineering & Technology in the fourth quarter of 2024. Basic and detailed engineering progressed throughout 2025 in alignment with the anticipated permitting timeline. Page 16
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
By the end of 2025, engineering was approximately 52 % complete. During the year, the project team advanced mine plan updates, equipment trade-off analyses, cost and schedule reconciliations, and site geotechnical investigations. The Water Treatment Plant design advanced to Issued-for-Construction status in support of NPDES permitting, while heap-leach stacking plans, metallurgical recovery models, stormwater management, dewatering systems, and access road designs were refined.
Long-lead equipment procurement activities progressed during the year. Limited Notices to Proceed were issued for key equipment packages, including the ADR plant and crushing systems, and engagement with major vendors continued. Early civil bid walks were completed, and execution planning sessions were held to validate construction sequencing, mobilization logic, and early works strategies.
The optimized Feasibility Study was completed, approved by the Board of Directors, and publicly disclosed by the Company in January 2026. The Board also approved the commencement of construction spending for detailed engineering, procurement, and execution activities, with full construction subject to receipt of all required permits. These activities position the South Railroad Project to transition into execution upon receipt of the Record of Decision.
OUTLOOK
Following the publication of the NOI and advancement of the EIS process, South Railroad entered a new phase of project maturity in 2025. Orla expects to continue progressing permitting, engineering, and procurement activities through 2026, with a targeted Record of Decision in Q3-2026 and a potential construction start promptly thereafter. First gold production is currently targeted for 2028, subject to permitting and construction timelines.
EXPLORATION
Orla’s South Carlin Complex is one of the largest contiguous land positions along the prolific Carlin Trend, presenting strong potential for additional growth and gold discoveries beyond currently defined reserves and resources. In November 2025, Orla completed its 2025 exploration program, comprising 18,184 metres of drilling. The program focused on strengthening geological understanding, refining models, expanding and upgrading resources at Dark Star and Pinion, and advancing satellite deposits. Drilling also identified new zones of oxide gold mineralization, including Spike and the emerging Firebox target (see the Company’s December 2, 2025 news release “Orla Mining Discovers High-Grade Oxide Gold Beyond Pit Shells at South Carlin Complex, Reinforcing Growth Trajectory Ahead of 2026 Construction”), and the February 25, 2025 news release “Orla Mining Intersects High Grade Oxide Gold at South Carlin Complex and Advances Permitting for South Railroad Project in Nevada”).
The 2026 exploration program is planned to commence in Q2, 2026 and will focus on potential pit extensions at Pinion, Dark Star and Jasperoid Wash to support resource and reserve growth and assess opportunities to extend mine life, as well as advancing oxide targets and mineralized zones proximal to the South Railroad development area.
SUSTAINABILITY AND COMMUNITY ENGAGEMENT
Community engagement and sustainability remained integral to South Railroad’s advancement during 2025. Orla maintained active engagement with local stakeholders, including business, educational, agricultural and water organizations.
In 2025, the focus for South Railroad community engagement program was to ensure key stakeholders had access to transparent and complete information about the project in advance of the public scoping period in late Q3. Public comment events were hosted by the BLM during September. As expected, the great majority of commentary and submissions demonstrated strong support of the project from a broad range of stakeholder groups.
During the fourth quarter, Orla engaged with the Nevada Future Farmers of America Association regarding the integration of mining-related educational pathways into high school programs. Company personnel also participated in local volunteer initiatives in Elko, including schools and community meal delivery programs. Page 17
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
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.
In July 2024, the Company filed a Request for Arbitration with the Government of Panama under the Free Trade Agreement between Canada and Panama (the “FTA”). The Request for Arbitration asserted that measures taken by Panama, including the passage of Law 407 and the retroactive cancellation of the Company’s concessions, constituted violations of Panama’s legal obligations under the FTA and customary international law.
The arbitration is being 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 March 11, 2026, Panama filed its Counter-Memorial on Liability and Quantum.
See the Annual Information Form for additional detail on the background and procedural status of the arbitration.
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.
**V.**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.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Q4 2025 | | Q4 2024 | | YEAR 2025 | | YEAR 2024 | ||||
| Revenue | | $ | 378,491 | | $ | 92,763 | | $ | 1,057,881 | | $ | 343,918 |
| Silver sales | | | (4,595) | | (3,907) | | | (22,857) | | (12,989) | ||
| Gold sales | | 373,896 | | 88,856 | | 1,035,024 | | 330,929 | ||||
| Ounces of gold sold | | 92,889 | | 33,288 | | 297,013 | | 138,474 | ||||
| AVERAGE REALIZED GOLD PRICE | | $ | 4,025 | | $ | 2,669 | | $ | 3,485 | | $ | 2,390 |
During Q4 2025, Orla delivered 12,074 gold ounces (YTD 2025 – 40,246 gold ounces) under the gold pre-payment arrangements. These ounces we recognized at an average gold price of $2,940 per ounce (YTD 2025 - $2,907 per ounce) and are reflected in the totals above. Page 18
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
NET CASH
Net cash 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.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, 2025 | | December 31, 2024 | ||
| Cash | | $ | 420,776 | | $ | 160,849 |
| less: face value of revolving facility | | | (90,000) | | | — |
| less: face value of term facility | | (95,000) | | — | ||
| less: face value of convertible notes | | | (200,000) | | | — |
| NET CASH | | $ | 35,776 | | $ | 160,849 |
LIQUIDITY
Liquidity is defined as cash and cash equivalents plus undrawn amounts available under the Company’s credit facilities, and is a measure of the Company’s financial flexibility and ability to meet its obligations as they come due. This measure provides a more comprehensive view of funds readily available to support operations, capital expenditures, and other commitments than cash alone. We believe Liquidity is useful to investors as it reflects the Company’s total available sources of funding without the need to raise additional external capital.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31,2025 | | December 31, 2024 | ||
| Cash | | $ | 420,776 | | $ | 160,849 |
| Undrawn amounts on credit facilities | | **** | 60,000 | | 150,000 | |
| LIQUIDITY | | $ | 480,776 | | $ | 310,849 |
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.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Q4 2025 | | Q4 2024 | | YEAR 2025 | | YEAR 2024 | ||||
| Net income for the period | | $ | 79,242 | | $ | 26,087 | | $ | 106,895 | | $ | 88,981 |
| Change in fair values of financial instruments | | | 45,270 | | | (3,138) | | | 145,735 | | | (3,138) |
| Unrealized foreign exchange | | | 917 | | | (2,196) | | | 5,318 | | | (6,701) |
| One-time Musselwhite acquisition costs | | | — | | | — | | | 11,987 | | | — |
| Increased costs from inventory fair value adjustment | | — | | — | | 10,513 | | — | ||||
| Panama arbitration costs | | | 370 | | | — | | | 370 | | | — |
| Mexico site reviews | | | 8,297 | | | — | | | 8,297 | | | — |
| Share based compensation related to PSUs | | | 2,296 | | | 1,106 | | | 4,862 | | | 1,439 |
| Accretion of deferred revenue | | | 6,733 | | | 123 | | | 24,947 | | | 489 |
| ADJUSTED EARNINGS | | $ | 143,125 | | $ | 21,982 | | $ | 318,924 | | $ | 81,070 |
| | | | | | | | | | | | | |
| Millions of shares outstanding – basic | | | 339.5 | | | 321.4 | | | 328.9 | | | 318.7 |
| Adjusted earnings per share – basic | | $ | 0.42 | | $ | 0.07 | | $ | 0.97 | | $ | 0.25 |
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
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:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Q4 2025 | | Q4 2024 | | YEAR 2025 | | YEAR 2024 | ||||
| Exploration & evaluation expense | | $ | 12,272 | | $ | 9,549 | | $ | 43,343 | | $ | 34,595 |
FREE CASH FLOW
Free Cash Flow is calculated as cash flow from operating activities net of additions to property, plant and equipment, and expenditures on mine development. 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 Accounting Standards.
Included within the figures for the year ended December 31, 2025, is $360.8 million received under the gold prepay arrangement.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Q4 2025 | | Q4 2024 | | YEAR 2025 | | YEAR 2024 | ||||
| Cash flow from operating activities | | $ | 178,034 | | $ | 44,801 | | $ | 803,269 | | $ | 174,619 |
| Purchases of plant and equipment | | | (12,991) | | | (2,564) | | | (35,072) | | | (16,110) |
| Expenditures on mineral properties | | | (30,712) | | | (2,629) | | | (82,409) | | | (13,318) |
| Stripping costs deferred | | | (942) | | | — | | | (5,025) | | | — |
| FREE CASH FLOW | | $ | 133,389 | | $ | 39,608 | | $ | 680,763 | | $ | 145,191 |
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.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Q4 2025 | | Q4 2024 | | YEAR 2025 | | YEAR 2024 | ||||
| Exploration and evaluation expense | | $ | 12,272 | | $ | 9,549 | | $ | 43,343 | | $ | 34,595 |
| Expenditures on mineral properties and deferred stripping costs capitalized | | **** | 31,654 | | 2,629 | | **** | 87,434 | | 13,318 | ||
| EXPLORATION AND PROJECT DEVELOPMENT | | $ | 43,926 | | $ | 12,178 | | $ | 130,777 | | $ | 47,913 |
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. Page 20
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
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 months ended December 31, 2025 | **** | Year ended December 31, 2025 | ||||||||||||||||||||
| | | Camino Rojo | | Mussel-white | | Corporate | | Total | | Camino Rojo | | Mussel-white | | Corporate | | Total | ||||||||
| | | | $ 000 | | | $ 000 | | | $ 000 | | | $ 000 | | | $ 000 | | | $ 000 | | | $ 000 | | | $ 000 |
| Cost of sales - operating costs | | $ | 23,411 | | $ | 70,625 | | $ | — | | $ | 94,036 | $ | 87,588 | | $ | 204,294 | | $ | — | | $ | 291,882 | |
| Inventory valuation adjustment at acquisition | | | — | | — | | — | | — | | — | | | (744) | | | — | | | (744) | ||||
| Cost of sales - royalties | | 2,480 | | 9,606 | | — | | 12,086 | | | 10,490 | | | 19,660 | | | — | | | 30,150 | ||||
| Silver sales | | (4,059) | | (536) | | — | | (4,595) | | | (21,823) | | | (1,034) | | | — | | | (22,857) | ||||
| CASH COSTS | $ | 21,832 | $ | 79,695 | $ | — | $ | 101,527 | | $ | 76,255 | | $ | 222,176 | | $ | — | | $ | 298,431 | ||||
| Office and administration | | — | | — | | 5,506 | | 5,506 | | | — | | | — | | | 25,805 | | | 25,805 | ||||
| Share based payments | | | 34 | | | 354 | | | 712 | | | 1,100 | | | 132 | | | 1,068 | | | 3,045 | | | 4,245 |
| Accretion of ARO | | 144 | | 802 | | — | | 946 | | | 535 | | | 2,168 | | | — | | | 2,703 | ||||
| Amortization of site closure asset | | | 46 | | | 3,951 | | | — | | | 3,997 | | | 245 | | | 5,423 | | | — | | | 5,668 |
| Purchase of equipment | | | 518 | | | 10,442 | | | — | | | 10,960 | | | 1,972 | | | 18,435 | | | — | | | 20,407 |
| Stripping costs deferred | | 942 | | — | | — | | 942 | | 5,025 | | — | | — | | 5,025 | ||||||||
| Capitalized development | | | — | | | 16,804 | | | — | | | 16,804 | | | — | | | 45,527 | | | — | | | 45,527 |
| Lease payments | | | 167 | | | 707 | | | — | | | 874 | | | 647 | | | 1,519 | | | — | | | 2,166 |
| ALL-IN SUSTAINING COST | | $ | 23,683 | | $ | 112,755 | | $ | 6,218 | | $ | 142,656 | | $ | 84,811 | | $ | 296,316 | | $ | 28,850 | | $ | 409,977 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Ounces of gold sold | | | 18,979 | | | 73,910 | | | n/a | | | 92,889 | | | 98,043 | | | 183,125 | | | n/a | | | 281,168 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash cost ($ per ounce) | | $ | 1,150 | | $ | 1,078 | | | n/a | | $ | 1,093 | | $ | 778 | | $ | 1,213 | | | n/a | | $ | 1,061 |
| AISC ($ per ounce) | | $ | 1,248 | | $ | 1,526 | | | n/a | | $ | 1,536 | | $ | 865 | | $ | 1,618 | | | n/a | | $ | 1,458 |
(note, the tables above exclude costs and gold sales for Musselwhite Mine for the period March 1 to March 31, 2025)
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**VI.**SUMMARY OF QUARTERLY RESULTS
Production and sales of gold during each of the last eight quarters was as follows:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Q4 2025 | | Q3 2025 | | Q2 2025 | | Q1 2025 | | Q4 2024 | | Q3 2024 | | Q2 2024 | | Q1 2024 |
| Ounces gold produced | 95,405 | 79,645 | 77,811 | 47,759 | 26,531 | 43,788 | 33,206 | 33,223 | ||||||||
| Ounces gold sold | 92,889 | 78,857 | 78,909 | 46,356 | 33,288 | 38,265 | 34,875 | 32,046 |
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 | | Q4 2025 | | Q3 2025 | | Q2 2025 | | Q1 2025 | | Q4 2024 | | Q3 2024 | | Q2 2024 | | Q1 2024 | ||||||||
| Revenue | | $ | 378,491 | | $ | 274,973 | | $ | 263,747 | | $ | 140,670 | | $ | 92,763 | | $ | 99,307 | | $ | 84,570 | | $ | 67,278 |
| Cost of sales, including DD&A | | | (150,748) | | (143,692) | | (132,738) | | (68,416) | | (32,933) | | (34,572) | | (30,197) | | (28,576) | |||||||
| Earnings from mining operations | | 227,743 | | 131,281 | | 131,009 | | 72,254 | | 59,830 | | 64,735 | | 54,373 | | 38,702 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Exploration & project expense | | (12,272) | | (12,780) | | (9,412) | | (8,879) | | (9,549) | | (13,653) | | (6,649) | | (4,744) | ||||||||
| Office and administrative | | (1,529) | | (1,252) | | (1,179) | | (1,231) | | (1,107) | | (1,033) | | (875) | | (831) | ||||||||
| Professional fees | | (9,331) | | (5,171) | | (3,913) | | (11,355) | | (1,593) | | (1,159) | | (1,028) | | (787) | ||||||||
| Regulatory and transfer agent | | (17) | | (155) | | (72) | | (475) | | (156) | | (43) | | (49) | | (277) | ||||||||
| Salaries and wages | | (2,926) | | (2,005) | | (2,737) | | (2,741) | | (2,278) | | (1,783) | | (1,926) | | (1,974) | ||||||||
| Depreciation | | (176) | | (136) | | (110) | | (120) | | (33) | | (121) | | (126) | | (127) | ||||||||
| Share based payments | | (3,495) | | (1,082) | | (1,581) | | (3,318) | | (1,849) | | (712) | | (835) | | (1,419) | ||||||||
| Fair value adjustments on financial instruments | | | (45,270) | | | (16,740) | | | (3,000) | | | (80,725) | | | 3,138 | | | — | | | — | | | — |
| Foreign exchange and other | | (1,729) | | (441) | | (4,281) | | (2,443) | | 2,946 | | 2,276 | | 2,080 | | 944 | ||||||||
| Interest and finance income (costs) | | (12,826) | | (14,192) | | (15,169) | | (4,974) | | 806 | | 170 | | 3,648 | | (670) | ||||||||
| Tax expense | | (58,930) | | (28,054) | | (41,343) | | (25,825) | | (24,068) | | (27,533) | | (24,348) | | (11,332) | ||||||||
| Net income (loss) | $ | 79,242 | $ | 49,273 | $ | 48,212 | $ | (69,832) | $ | 26,087 | $ | 21,144 | $ | 24,265 | $ | 17,485 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) per share (basic) | | $ | 0.23 | | $ | 0.15 | | $ | 0.15 | | $ | (0.22) | | $ | 0.08 | | $ | 0.07 | | $ | 0.08 | | $ | 0.06 |
| Net income (loss) per share (diluted) | | $ | 0.21 | | $ | 0.14 | | $ | 0.13 | | $ | (0.22) | | $ | 0.08 | | $ | 0.06 | | $ | 0.07 | | $ | 0.05 |
REVENUE AND COST OF SALES
Commencing Q1 2025, gold sales increased to about 47,000 ounces following the acquisition of Musselwhite Mine, which added a month of its production. Since Q2 2025, gold sales increased to about 93,000 ounces per quarter after full quarterly production at Musselwhite Mine. Over the period Q1 2024 to Q4 2025, the price realized per ounce has increased from about US$2,000 per oz to over US$4,000 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. Page 22
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|---|---|
| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
ADMINISTRATIVE COSTS
Over the last eight quarters, administrative costs and professional fees have increased in conjunction with higher levels of corporate activity, primarily driven by Sarbanes–Oxley compliance requirements, including expanded staffing, implementation of new software systems, and elevated audit‑related costs, as well as the addition of ESG‑focused personnel. Professional fees during 2025 were higher than typical periods due to expenditures associated with the acquisition of the Musselwhite Mine and Mexico internal site reviews.
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. In 2023 we introduced PSU’s which are marked to market each quarter, and therefore drive volatility in share based payments expense.
INTEREST AND FINANCE COSTS
Interest and financing costs are primarily related to obligations arising from our acquisition of the Musselwhite Mine.
We repaid the entire Revolving Facility in Q4 2024. Consequently, interest and finance costs trended lower over the subsequent quarter. Commencing late Q1 2025, following the acquisition of Musselwhite Mine, interest and finance costs have increased again due to the drawdown of the increased credit facility, entering into the gold prepay arrangement, and the issuance of interest-bearing convertible notes.
TAX EXPENSE
As is the case for mining companies operating in Mexico, the Company is subject to the Special Mining Duty (“SMD”) in addition to corporate income tax. The SMD rate increased from 7.5% to 8.5% in 2025. Beginning in Q1 2025, following the acquisition of the Musselwhite Mine in Canada, the Company’s corporate tax expense and Ontario mining tax expense further increased to reflect profitable operations from Musselwhite.
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.
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**VII.**THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025
NET INCOME
| | | | | | | |
|---|---|---|---|---|---|---|
| $ millions | | Q4 2025 | | Q4 2024 | ||
| Revenue | | $ | 378 | | $ | 93 |
| Cost of sales | | **** | (151) | | (33) | |
| General and administrative | | **** | (14) | | (5) | |
| Exploration and evaluation | | **** | (12) | | (10) | |
| Other income (expense) | | **** | (63) | | 5 | |
| Income taxes | | **** | (59) | | (24) | |
| Net income | | $ | 79 | | $ | 26 |
The increases in Q4 2025 compared to Q4 2024 in revenue, cost of sales, and income tax expense are due to increased gold prices, and the addition of Musselwhite Mine early in 2025.
| | | | | | | |
|---|---|---|---|---|---|---|
| $ millions | | YEAR 2025 | | YEAR 2024 | ||
| Revenue | | $ | 1,058 | | $ | 344 |
| Cost of sales | | **** | (496) | | (126) | |
| General and administrative | | **** | (46) | | (17) | |
| Exploration and evaluation | | **** | (43) | | (35) | |
| Other income (expense) | | **** | (212) | | 10 | |
| Income taxes | | **** | (154) | | (87) | |
| Net income | | $ | 107 | | $ | 89 |
The increases in 2025 compared to 2024 in revenue, cost of sales, and income tax expense are due to the addition of Musselwhite Mine in early 2025. This necessitated an increase in staffing at corporate office, as well as related professional fees. Other expense (primarily interest expense) increased in 2025 as debt and other financial instruments arose as a result of the financing of the acquisition of Musselwhite.
BALANCE SHEET
Although the Form requires inclusion of the December 31, 2024, balance sheet, we compare results to March 31, 2025, as the acquisition of the Musselwhite Mine in Q1 2025 significantly changed our financial position. We believe providing a comparison to March 31, 2025 (the first reporting period end after the acquisition) provides to readers a more meaningful discussion of changes in our balance sheet.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Dec 31 | | Mar 31 | | Dec 31 | |||
| $ millions | | 2025 | | 2025 | | 2024 | |||
| Cash | | $ | 421 | | $ | 184 | | $ | 161 |
| Other current assets | | **** | 150 | | 87 | | 44 | ||
| Property, plant and equipment | | **** | 1,321 | | 1,331 | | 202 | ||
| Exploration and evaluation properties | | **** | 182 | | 182 | | 182 | ||
| Other long term assets | | **** | 4 | | 30 | | 9 | ||
| Current liabilities, excluding current portion of long term debt and deferred revenue | | **** | 384 | | 210 | | 52 | ||
| Long term debt (current and long term) | | **** | 356 | | 416 | | — | ||
| Deferred revenue (current and long term) | | **** | 301 | | 385 | | 9 | ||
| Other long-term liabilities | | **** | 381 | | 358 | | 30 |
The increase in cash results from profitable operations from mining activities, offset by capital development costs and equipment purchases, and repayments on our credit facility. The increase in current liabilities is driven by the accrual of income tax liabilities and the fair value adjustment of the warrant liability, and contingent consideration recognized in connection with the Musselwhite Mine acquisition, as well as an increase in routine accrued expenses of Musselwhite Mine. There were no meaningful changes in the other line items.
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
CASH FLOW
| | | | | | | |
|---|---|---|---|---|---|---|
| $ millions | | YEAR 2025 | | YEAR 2024 | ||
| Operating | | $ | 803 | | $ | 175 |
| Investing | | **** | (920) | | (22) | |
| Financing | | **** | 377 | | (87) |
The increase in operating cash flow was driven substantially by proceeds from the gold prepay arrangement executed during Q1 2025.
The decrease in investing cash flow was due primarily to cash paid upon the acquisition of Musselwhite Mine, expenditures on mineral properties, and the purchase of plant and equipment.
The increase in financing cash flow was primarily driven by advances received under the credit facility and the issuance of convertible notes which were all used to fund the acquisition of the Musselwhite Mine in 2025.
VIII **.**LIQUIDITY
At December 31, 2025, the Company has a revolving facility 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, the following amounts were outstanding –
| ● | $60 million on our revolving credit facility |
|---|---|
| ● | $95 million term loan, and |
| --- | --- |
| ● | $181.3 million in senior unsecured convertible notes |
| --- | --- |
As of the date of this MD&A, we have obligations to deliver a total of 96,591 ounces of gold over a remaining 24-month period, to a syndicate of lenders.
Our current liabilities of approximately $530 million include $162 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 32 «Financial Instruments: Presentation» because they are financial instruments which may be settled at the holder’s option. Current liabilities also includes approximately $125 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
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
CONTRACTUAL OBLIGATIONS
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ millions | | Payments due by period | |||||||||||||
| | | | | | 12 months or | | 13 months to | | 37 months to | | After 60 | ||||
| As at December 31, 2025 | | Total | | less | | 36 months | | 60 months | | months | |||||
| Purchase commitments | | $ | 11 | | $ | 8 | | $ | 3 | | $ | — | | $ | — |
| Trade payables and accrued liabilities | | 102 | | 102 | | — | | — | | — | |||||
| Other accruals | | 10 | | 10 | | — | | — | | — | |||||
| Lease commitments | | 12 | | 5 | | 6 | | 1 | | — | |||||
| Derivative liabilities | | 200 | | 182 | | 18 | | — | | — | |||||
| Convertible notes and related interest | | | 238 | | | 9 | | | 27 | | | 202 | | | — |
| Deferred revenue | | | 301 | | | 125 | | | 167 | | | — | | | 9 |
| Credit facility and related interest | | | 206 | | | 32 | | | 174 | | | — | | | — |
| Total contractual obligations | | $ | 1,080 | | $ | 473 | | $ | 395 | | $ | 203 | | $ | 9 |
note: small differences are due to rounding
**IX.**RELATED PARTY TRANSACTIONS
The Company’s related parties include:
| ● | Key management personnel, namely 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) is a shareholder with significant influence over the Company as a result of its existing and exercisable potential voting rights until December 5, 2025. Following the disposition of shares on that date, Fairfax Financial Holdings Limited’s existing and exercisable potential voting rights no longer result in significant influence over the Company. |
| --- | --- |
Salaries and short term incentives paid or accrued to key management personnel in 2025 amounted to $3.7 million (2024 – $3.0 million in 2024). Fees paid to non-executive directors in 2025 totalled $0.6 million (2024 – $0.6 million). In 2025, the Company expensed $2.1 million in share-based payments to key management personnel and directors (2024 – $2.0 million). There was no termination benefits paid or accrued in 2025 (2024 - $0.4 million).
During the year ended December 31, 2025, the Company paid $4.0 million in interest on the convertible notes to Fairfax Financial Holdings Limited and its subsidiaries up to the date it ceased to be a related party (2024 - $nil).
**X.**CAPITAL RESOURCES
As of the date of this MD&A, the Company had available to it the following capital resources.
CASH
Approximately $421 million as of December 31, 2025
CREDIT FACILITY
$150 million under a revolving credit facility and a $100 million term facility with a syndicate of lenders.
As of the date of this MD&A, the term facility had been fully drawn and $95.0 million remains outstanding, and the revolving facility has $90.0 million in undrawn amount. Page 26
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
GOLD PREPAY ARRANGEMENT
As of the date of this MD&A, the Gold Prepay had been fully funded by the banks and the Company has delivered 33% of the total ounces deliverable pursuant to this Arrangement.
CONVERTIBLE NOTES
Concurrent with the acquisition of the Musselwhite Mine, the Company issued Convertible Notes in an aggregate principal amount of $200 million. As of the date of this MD&A, a total of $181.3 million of the convertible notes remains outstanding.
WARRANTS
As of the date of this MD&A, the Company had approximately 31.0 million warrants outstanding, substantially as follows:
| ● | 8.0 million exercisable at C$3.00 until December 18, 2026 |
|---|---|
| ● | 23.0 million exercisable at C$11.50 until February 28, 2030, and |
| --- | --- |
Refer to section VIII - LIQUIDITY above for current outstanding amounts in respect of the revolving facility, the term facility, and the senior unsecured convertible notes. Refer to the notes of the accompanying audited consolidated financial statements for the year ended December 31, 2025 for details on payments and accruals during the period.
EQUITY
The Company filed a base shelf prospectus on September 15, 2025, which is valid for 25 months.
**XI.**OUTSTANDING SHARE DATA
As of the date of this MD&A, the Company had the following equity securities outstanding:
| ● | 345,573,798 common shares |
|---|---|
| ● | 30,974,528 warrants |
| --- | --- |
| ● | 2,074,485 stock options |
| --- | --- |
| ● | 500,000 bonus shares |
| --- | --- |
| ● | 955,686 restricted share units |
| --- | --- |
| ● | 825,185 deferred share units |
| --- | --- |
Further there are $181.3 million in senior unsecured convertible notes, which if all were converted could result in the issuance of 32.1 million common shares of the Company.
Further details about these potentially issuable securities are provided in the notes to the accompanying audited consolidated financial statements for the year ended December 31, 2025.
**XII.**OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements requiring disclosure under this section. Page 27
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**XIII.**PROPOSED TRANSACTIONS
There are no proposed transactions requiring disclosure under this section.
**XIV.**CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
Prior to 2025, the Company had not had any derivatives designated as cash flow hedges. During the year, we entered into cash flow hedges and, consequently, adopted a new accounting policy for derivatives designated as cash flow hedges. Under this policy, the Company formally documents the hedging relationship at inception and assesses hedge effectiveness both initially and on an ongoing basis. The effective portion of changes in fair value of qualifying hedges is recorded in other comprehensive income and accumulates in a hedge reserve, while any ineffective portion is recognized in profit or loss. Amounts accumulated in the hedge reserve are reclassified to profit or loss when the hedged item affects earnings or included in the cost of a non-financial asset or liability when applicable. We discontinue hedge accounting prospectively when the hedging relationship no longer qualifies, and any remaining balance in the hedge reserve is reclassified according to the expected outcome of the forecast transaction.
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 18 introduces a defined structure for the statement of income (loss) composed of operating, investing, financing categories with defined subtotals, such as operating earnings (loss), earnings (loss) before financing and income taxes and net earnings (loss) for the year. The new guidance also requires disclosure of expenses in the operating category by nature, function or a mix of both on the face of the statement of income (loss). |
|---|---|
| ● | Disclosures on management defined performance measures (“MPMs”) - IFRS 18 requires companies to disclose definitions of company-specific MPMs that are related to the statement of income (loss) and provide reconciliations between the MPMs and the most similar specified subtotals within the statement of income (loss) in a single note. |
| --- | --- |
| ● | Aggregation and disaggregation (impacting all primary financial statements and notes) - IFRS 18 sets out enhanced guidance on the principles of how items should be aggregated based on shared characteristics. The changes are expected to provide more detailed and useful information 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.
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**XV.**CRITICAL ACCOUNTING ESTIMATES
In preparing the accompanying 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 consolidated financial statements are presented in our audited financial statements for the year ended December 31, 2025.
During the year, we made additional accounting judgements and estimates as follows.
SIGNIFICANT NEW ACCOUNTING JUDGEMENTS
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, 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 component of equity 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
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.
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.
HEDGE ACCOUNTING DESIGNATION
Significant judgment is required in determining whether the forecast Canadian dollar expenditures are highly probable and eligible for hedge accounting, and in assessing whether the designated forward contracts are expected to be highly effective in offsetting changes in the related cash flows. Page 29
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
KEY SOURCES OF ESTIMATION UNCERTAINTY
FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED IN A BUSINESS COMBINATION
The acquisition of Musselwhite Mine Ltd required a number of fair value estimates for assets and liabilities, relying on significant assumptions about reserves, production, prices, costs, recoveries, exchange rates, discount rates, and mine life. Inventory, site closure obligations, and deferred tax balances also depended on uncertain estimates of quantities, timing, cash flows, and tax bases. Because these assumptions are inherently uncertain, different inputs could have produced materially different values at acquisition.
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.
FAIR VALUE MEASUREMENT OF DERIVATIVE INSTRUMENTS DESIGNATED AS CASH FLOW HEDGES
The fair value of the currency forward contract derivatives is determined using observable forward exchange rates and discount rates at the reporting date. However, the ultimate amount that will be reclassified from other comprehensive income to inventory or profit or loss is subject to estimation uncertainty, as it will depend on the actual exchange rates and the timing and amount of expenditures at the dates of settlement.
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
Estimates of mineral reserves and resources are 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.
**XVI.**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. See note 26 of the accompanying audited annual consolidated financial statements.
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 13 of the accompanying audited annual consolidated financial statements. Page 30
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**XVII.**INTERNAL CONTROL OVER 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. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to permit timely decisions regarding required disclosure.
Management, including the CEO and CFO, recognize that any system of disclosure controls and procedures or internal control over financial reporting, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and management is required to apply judgment in evaluating the benefits of controls relative to their costs.
Because of the inherent limitations in all control systems, such systems cannot provide absolute assurance that all control deficiencies or instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the possibility that judgments in decision-making may be faulty, that breakdowns can occur due to human error or mistake, and that controls may be circumvented by individual acts, collusion among two or more persons, or by management override of controls. In addition, the design of any control system is based on assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions. Accordingly, misstatements due to error or fraud may occur and not be detected.
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, 2025. Based on this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as at December 31, 2025.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as 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 Securities Exchange Act of 1934 in the United States. The Company’s ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.
Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as at December 31, 2025, using the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as at December 31, 2025.
As permitted by applicable SEC guidance for acquired businesses, management excluded Musselwhite Mine Ltd. (“MML”) from the scope of its assessment of the effectiveness of the Company’s internal control over financial reporting as at December 31, 2025. Orla acquired MML during 2025 and, accordingly, management has not included MML in its evaluation of internal control over financial reporting for the year ended December 31, 2025. The Company is continuing to integrate MML into its overall internal control over financial reporting and SOX 404 compliance program. As at and for the year ended December 31, 2025, MML represented on a consolidated basis approximately 30% and 32% of net and total assets, respectively, 69% of revenues, and 185% of net income.
Deloitte LLP, the Company’s independent registered public accounting firm, has issued an integrated audit opinion on the Company’s annual consolidated financial statements and internal control over financial reporting as at December 31, 2025. Their report is included within the Company’s annual consolidated financial statements.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this MD&A, other than changes related to the integration of the Musselwhite Mine into the Company’s internal control framework, there were no changes 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. Page 31
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**XVIII.**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 in some material respects from the disclosure requirements of 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 (the “CIM”) Definition Standards on Mineral Resources & Mineral Reserves adopted by the CIM Council on May 10, 2014 (the “CIM Definition Standards”). The definitions of these terms, and other mining terms and disclosures, differ from the definitions of such terms, if any, for purposes of the SEC’s disclosure rules for domestic United State issuers (the “SEC Rules”), including the requirements of the SEC in Regulation S-K Subpart 1300 under the United States Securities Exchange Act of 1934, as amended (the “Exchange 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 Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information and other technical information contained herein may not be comparable to similar information disclosed by United States companies subject to the SEC’s reporting and disclosure requirements for domestic United States issuers.
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of measured mineral resources, indicated mineral resources or inferred mineral resources, these mineral resources may never be upgraded to proven mineral reserves and probable mineral reserves. Investors are cautioned not to assume that any part of mineral deposits in these categories will ever be converted into reserves or recovered. In addition, United States investors are cautioned not to assume that any part or all of the Company’s measured mineral resources, indicated mineral resources or inferred mineral resources constitute or will be converted into mineral reserves or are or will be economically or legally mineable.
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 2026 guidance, including production, expenditures, cash costs, and AISC; proposed exploration plans and the expected results, cost, and timing thereof; statements based on exploration and metallurgical results; the payment and timing of future dividends; timelines for receipt of any required agreements, approvals, or permits, including the timing of permitting, construction, and production at South Railroad; the prospectivity and development of the Company’s projects; mine life extension; mineral resource and reserve growth and updates; the timing of a Pre-Feasibility Study for the Camino Rojo underground project; statements regarding the Company’s review of potential criminal activity involving Camino Rojo; the Company’s expectations regarding liquidity, financial flexibility, and the ability to fund operations and planned expenditures; 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. Page 32
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 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, 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 with Fresnillo plc; 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 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; 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 preliminary economic assessments, pre-feasibility and 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; 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.
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.
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
**XIX.**RISKS AND UNCERTAINTIES
For more extensive discussion on risks and uncertainties, refer to the Annual Information Form for additional information regarding these risks and other risks and uncertainties in respect of the Company’s business and share price.
The risks described below are not the only risks and uncertainties that the Company faces. Although the Company has done its best to identify the risks to its business, there is no assurance that it has captured every material or potentially material risk and the risks identified below may become more material to the Company in the future or could diminish in importance. Additional existing risks and uncertainties not presently identified by the Company, risks that the Company currently does not consider to be material, and risks arising in the future could cause actual events to 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.
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 VIII 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.
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
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.
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 35
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 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 previously disclosed, the Company is reviewing potential criminal activity at its Camino Rojo mine in Mexico. 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. For additional information, see section IV – Discussion of Operations – B. 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.
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. Page 36
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
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.
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.
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. Page 37
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
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.
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. Page 38
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
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 hostilities and military activity in various parts of the world, oil embargoes, trade sanctions, 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.
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. Page 39
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| ORLA MINING LTD. | |
| Management’s Discussion and Analysis | |
| Three and twelve months ended December 31, 2025 | United States dollars unless otherwise stated |
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 Foreign Corrupt 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 40
ORLA MINING LTD._December 31, 2025
Exhibit 99.3
Consolidated Financial Statements
Years ended December 31, 2025 and 2024
Presented in United States dollars
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of
Orla Mining Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Orla Mining Ltd. and subsidiaries (the “Company”) as at December 31, 2025, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025, and its financial performance and its cash flows for the year ended December 31, 2025, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 19, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Acquisition of Musselwhite Mine — Refer to Notes 12 and 30 (o) to the financial statements
Critical Audit Matter Description
The Company completed the acquisition of Musselwhite Mine Ltd. The acquisition was accounted for as a business combination and the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. A significant portion of the purchase price consideration was allocated to the estimated fair value of the mineral properties. Management used a discounted cashflow model to determine the fair value of the mineral properties acquired. This required management to make significant estimates and assumptions related to future gold prices, discount rate, quantities of reserves and expected future production costs and capital expenditures based on the life of mine plans.
While there are several estimates and assumptions that are required to determine the fair value of the mineral properties, the estimates and assumptions with the highest degree of subjectivity are future gold prices and discount rate. Auditing these estimates and assumptions required a high degree of auditor judgment and an increased extent of audit effort, including the involvement of fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the future gold prices and discount rate used to determine the fair value of the mineral properties included the following, among others:
●Evaluated the effectiveness of the internal controls over key assumptions used by management to determine the fair value of the mineral properties;
●With the assistance of fair value specialists:
| o | Evaluated future gold prices by comparing management forecasts to third party forecasts. |
|---|---|
| o | Evaluated the reasonableness of the discount rate by testing the source information underlying the determination of the discount rate and developing a range of independent estimates of the discount rate and comparing those to the discount rate selected by management. |
| --- | --- |
/s/ Deloitte LLP
Chartered Professional Accountants
March 19, 2026
Vancouver, Canada
We have served as the Company’s auditor since 2025.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Orla Mining Ltd.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Orla Mining Ltd. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as at and for the year ended December 31, 2025, of the Company and our report dated March 19, 2026, expressed an unqualified opinion on those financial statements.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Musselwhite Mine Ltd., which was acquired on February 28, 2025, and whose financial statements represent on a consolidated basis approximately 30% and 32% of net and total assets, respectively, 69% of revenues, and 185% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at Musselwhite Mine Ltd.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte LLP
Chartered Professional Accountants
March 19, 2026
Vancouver, Canada
Report of independent registered public accounting firm
To the Shareholders and the Board of Directors of
Orla Mining Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Orla Mining Ltd. [the “Company”] as of December 31, 2024, the related consolidated statements of income and comprehensive income, changes in equity and cash flows for the year then ended, and the related notes [collectively referred to as the “consolidated financial statements”]. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and its financial performance and its cash flows for the year then ended, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
Chartered Professional Accountants
We served as the Company’s auditor from 2020 to 2025.
Vancouver, Canada
March 18, 2025
ORLA MINING LTD. Consolidated Balance Sheets
(thousands of United States dollars)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| | | | | | | |
| ASSETS | | | | | | |
| Current assets | | | | | | |
| Cash | | $ | 420,776 | | $ | 160,849 |
| Trade and other receivables | | | 9,906 | | | 229 |
| Derivative assets (note 13) | | | 32,000 | | | 2,518 |
| Value added taxes recoverable (note 9) | | | 16,684 | | | 8,482 |
| Inventory (note 8) | | 85,718 | | 29,212 | ||
| Prepaid expenses | | 6,036 | | 3,329 | ||
| | | 571,120 | | 204,619 | ||
| Long term inventory (note 8) | | | — | | | 6,924 |
| Derivative assets (note 13) | | | — | | | 869 |
| Property, plant and equipment (note 11) | | | 1,320,739 | | | 202,585 |
| Exploration and evaluation properties (note 10) | | 181,948 | | 181,993 | ||
| Other non-current assets | | | 4,526 | | | 1,359 |
| TOTAL ASSETS | | $ | 2,078,333 | | $ | 598,349 |
| | | | | | | |
| LIABILITIES | | | | | | |
| Current liabilities | | | | | | |
| Trade payables and accrued liabilities (note 14) | | $ | 111,924 | | $ | 22,594 |
| Derivative liabilities (note 13) | | 181,877 | | — | ||
| Current portion of long term debt (note 15) | | | 20,000 | | | — |
| Deferred revenue (note 16) | | | 125,354 | | | — |
| Income taxes payable | | 90,686 | | 28,971 | ||
| | | | 529,841 | | | 51,565 |
| Derivative liabilities (note 13) | | 18,260 | | 249 | ||
| Long term debt (note 15) | | 335,735 | | — | ||
| Lease obligations (note 17) | | | 6,347 | | | 1,346 |
| Deferred revenue (note 16) | | | 175,647 | | | 8,665 |
| Site closure provisions (note 18) | | 106,848 | | 9,761 | ||
| Other long term liabilities | | | 4,614 | | | 1,746 |
| Deferred taxes (note 28) | | | 244,887 | | | 17,572 |
| TOTAL LIABILITIES | | 1,422,179 | | 90,904 | ||
| | | | | | | |
| SHAREHOLDERS’ EQUITY | | | | | | |
| Share capital (note 19) | | 544,398 | | 494,833 | ||
| Reserves | | 22,590 | | 25,182 | ||
| Accumulated other comprehensive loss | | (3,840) | | (3,783) | ||
| Retained earnings (deficit) | | 93,006 | | (8,787) | ||
| TOTAL SHAREHOLDERS’ EQUITY | | 656,154 | | 507,445 | ||
| | | | | | | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 2,078,333 | | $ | 598,349 |
| /s/ Jason Simpson | | /s/ Elizabeth McGregor |
|---|---|---|
| Jason Simpson, Director | | Elizabeth McGregor, Director |
The accompanying notes are an integral part of these consolidated financial statements.
Page 6
ORLA MINING LTD. Consolidated Statements of Income and Comprehensive Income
(thousands of United States dollars, except per-share amounts)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| | | | | | | |
| REVENUE (note 3) | | $ | 1,057,881 | | $ | 343,918 |
| | | | | | | |
| COST OF SALES | | | | | ||
| Operating costs (note 4(a)) | | (319,171) | | (77,059) | ||
| Depletion and depreciation | | | (145,693) | | | (40,683) |
| Royalties (note 4(b)) | | (30,730) | | (8,536) | ||
| | | (495,594) | | (126,278) | ||
| | | | | | | |
| EARNINGS FROM MINING OPERATIONS | | | 562,287 | | | 217,640 |
| | | | | | | |
| EXPLORATION AND EVALUATION (note 5) | | | (43,343) | | | (34,595) |
| GENERAL AND ADMINISTRATIVE EXPENSES (note 6) | | | (46,089) | | | (16,899) |
| | | | | | | |
| OTHER | | | | | ||
| Interest income | | | 8,322 | | | 10,845 |
| Depreciation | | (542) | | (407) | ||
| Share based payments (note 21) | | (9,476) | | (4,815) | ||
| Interest and accretion expense (note 7) | | (55,483) | | (6,891) | ||
| Fair value gain (loss) on financial instruments (note 13) | | | (145,735) | | | 3,138 |
| Foreign exchange gain (loss) | | | (8,537) | | | 8,251 |
| Other gains (losses) | | | (357) | | | (5) |
| | | (211,808) | | 10,116 | ||
| | | | | | | |
| INCOME BEFORE TAXES | | | 261,047 | | | 176,262 |
| | | | | | | |
| Income taxes (note 28) | | | (154,152) | | | (87,281) |
| | | | | | | |
| INCOME FOR THE YEAR | | $ | 106,895 | | $ | 88,981 |
| | | | | | | |
| Items that may in future be reclassified to profit or loss: | | | | | ||
| Foreign currency translation | | (57) | | (3,344) | ||
| Loss arising on cash flow hedges | | | (889) | | | — |
| TOTAL COMPREHENSIVE INCOME | | $ | 105,949 | | $ | 85,637 |
| | | | | | | |
| | | | | | | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (note 20) | | | | | ||
| Basic (millions) | | | 328.9 | | | 318.7 |
| Diluted (millions) | | | 351.9 | | | 333.9 |
| | | | | | | |
| EARNINGS PER SHARE (note 20) | | | | | | |
| Basic | | $ | 0.33 | | $ | 0.28 |
| Diluted | | $ | 0.30 | | $ | 0.27 |
The accompanying notes are an integral part of these consolidated financial statements.
Page 7
ORLA MINING LTD.
Consolidated Statements of Cash Flows
(thousands of United States dollars)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| | | | | | | |
| Income for the year | | $ | 106,895 | | $ | 88,981 |
| Adjustments for items not affecting cash: | | | | | | |
| Depreciation and depletion | | 146,235 | | 41,090 | ||
| Share based payments expense (note 21) | | | 9,476 | | | 4,815 |
| Fair value loss on financial instruments (note 13) | | 145,735 | | (3,138) | ||
| Gold deliveries under the gold prepay (note 16) | | | (117,013) | | | — |
| Unrealized foreign exchange loss (gain) | | | 5,318 | | | (6,701) |
| Other | | 886 | | 433 | ||
| Adjustments for: | | | | | | |
| Advance received for gold sales (note 16) | | | 384,402 | | | — |
| Interest and accretion expense (note 7) | | | 55,483 | | | 6,891 |
| Income tax related items (note 23(b)) | | | 44,974 | | | 44,584 |
| Interest income not related to operating activities | | | — | | | (4,136) |
| Cash provided by operating activities before changes in non-cash working capital | | | 782,391 | | | 172,819 |
| Changes in non-cash working capital (note 23(c)) | | 20,878 | | | 1,800 | |
| Cash provided by operating activities | | | 803,269 | | | 174,619 |
| | | | | | | |
| INVESTING ACTIVITIES | | | | | | |
| Acquisition of Musselwhite Mine Ltd (note 12) | | (794,130) | | | — | |
| Acquisition of Contact Gold Corp., net of cash acquired | | | — | | | (2,666) |
| Purchases of plant and equipment | | (35,072) | | | (16,110) | |
| Expenditures on mineral properties | | (82,409) | | | (13,318) | |
| Stripping costs deferred | | | (5,025) | | | — |
| Proceeds on disposal of property, plant and equipment | | | 492 | | | — |
| Value added taxes and interest received | | | — | | | 8,368 |
| Deposits and other payments on long term assets | | (3,822) | | | 1,788 | |
| Cash used in investing activities | | | (919,966) | | | (21,938) |
| | | | | | | |
| FINANCING ACTIVITIES | | | | | | |
| Proceeds from exercise of stock options and warrants | | 41,490 | | | 9,025 | |
| Proceeds from Credit Facility (note 15), net of transaction cost | | 248,814 | | | — | |
| Repayments of Credit Facility (note 15) | | (65,000) | | | (88,350) | |
| Convertible notes issued (note 15) | | 200,000 | | | — | |
| Settlement of gold forward contracts (notes 13(e) and 16) | | | (23,587) | | | — |
| Interest paid | | (22,549) | | (5,886) | ||
| Lease payments | | | (2,488) | | | (1,351) |
| Cash provided by (used in) financing activities | | 376,680 | | (86,562) | ||
| | | | | | | |
| Effects of exchange rate changes on cash | | (56) | | | (1,902) | |
| | | | | | | |
| Net increase in cash | | 259,927 | | | 64,217 | |
| Cash, beginning of year | | 160,849 | | | 96,632 | |
| CASH, END OF YEAR | | $ | 420,776 | | $ | 160,849 |
Supplemental cash flow information (note 23)
The accompanying notes are an integral part of these consolidated financial statements.
Page 8
ORLA MINING LTD.
Consolidated Statements of Changes in Equity
(thousands of United States dollars)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Common shares | | Reserves | | | | | | | | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | Equity | | | | | | | | | | | | ||
| | | Number of | | | | | Share based | | | | | | | | component of | | | | | | | Retained | | | | ||||
| | | shares | | | | | payments | | Hedge | | Warrants | | convertible | | | | | | | earnings | | | | ||||||
| | | (thousands) | | Amount | | reserve | | reserve | | reserve | | notes issued | | Total | | AOCI^1^ | | (deficit) | | Total | |||||||||
| Balance at January 1, 2024 | 315,074 | | $ | 474,361 | | $ | 10,620 | | $ | — | | $ | 13,767 | | $ | — | | $ | 24,387 | | $ | (439) | | $ | (97,768) | | $ | 400,541 | |
| Shares issued pursuant to acquisition | 2,221 | | | 8,937 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,937 | |
| Share issuance costs | — | | | (71) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (71) | |
| Warrants exercised (note 19) | | 2,713 | | | 6,646 | | | — | | | — | | | (716) | | | — | | | (716) | | | — | | | — | | | 5,930 |
| Options exercised (note 21) | 1,508 | | | 4,253 | | | (1,158) | | | — | | | — | | | — | | | (1,158) | | | — | | | — | | | 3,095 | |
| RSUs issued upon vesting (note 21) | 162 | | | 707 | | | (707) | | | — | | | — | | | — | | | (707) | | | — | | | — | | | — | |
| Share based payments (note 21) | | — | | | — | | | 3,376 | | | — | | | — | | | — | | | 3,376 | | | — | | | — | | | 3,376 |
| Income for the year | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 88,981 | | | 88,981 |
| Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (3,344) | | | — | | | (3,344) | |
| Balance at December 31, 2024 | 321,678 | | $ | 494,833 | | $ | 12,131 | | $ | — | | $ | 13,051 | | $ | — | | $ | 25,182 | | $ | (3,783) | | $ | (8,787) | | $ | 507,445 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at January 1, 2025 | 321,678 | | $ | 494,833 | | $ | 12,131 | | $ | — | | $ | 13,051 | | $ | — | | $ | 25,182 | | $ | (3,783) | | $ | (8,787) | | $ | 507,445 | |
| Equity conversion option (note 15(b)) | — | | | — | | | — | | | — | | | — | | | 1,000 | | | 1,000 | | | — | | | — | | | 1,000 | |
| Hedging loss transferred to inventory | | — | | | — | | | — | | | 762 | | | — | | | — | | | 762 | | | — | | | — | | | 762 |
| Warrants exercised (note 19) | 16,147 | | | 39,557 | | | — | | | — | | | (4,179) | | | — | | | (4,179) | | | — | | | — | | | 35,378 | |
| Options exercised (note 21) | 1,946 | | | 8,792 | | | (2,680) | | | — | | | — | | | — | | | (2,680) | | | — | | | — | | | 6,112 | |
| RSUs issued upon vesting (note 21) | 214 | | | 821 | | | (821) | | | — | | | — | | | — | | | (821) | | | — | | | — | | | — | |
| DSUs issued upon vesting (note 21) | 152 | | | 395 | | | (395) | | | — | | | — | | | — | | | (395) | | | — | | | — | | | — | |
| Share based payments (note 21) | — | | | — | | | 4,610 | | | — | | | — | | | — | | | 4,610 | | | — | | | — | | | 4,610 | |
| Income for the year | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 106,895 | | | 106,895 |
| Dividends declared | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (5,102) | | | (5,102) |
| Other comprehensive loss | — | | | — | | | — | | | (889) | | | — | | | — | | | (889) | | | (57) | | | — | | | (946) | |
| Balance at December 31, 2025 | 340,137 | | $ | 544,398 | | $ | 12,845 | | $ | (127) | | $ | 8,872 | | $ | 1,000 | | $ | 22,590 | | $ | (3,840) | | $ | 93,006 | | $ | 656,154 |
^1^ Accumulated other comprehensive income
The accompanying notes are an integral part of these consolidated financial statements.
Page 9
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 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 2020, 666 Burrard 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 12).
These 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.
**2.**BASIS OF PREPARATION
| (a) | Statement of compliance and basis of presentation |
|---|
We have prepared these consolidated financial statements of the Company in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the material accounting policies herein (note 30). These consolidated financial statements are presented in United States dollars.
On March 19, 2026, the Board of Directors approved these consolidated financial statements for issuance.
| (b) | Material accounting policies and significant accounting judgements and estimates |
|---|
Our material accounting policies information is provided in note 30. The significant accounting judgements we applied and the significant accounting estimates we used are outlined in note 32.
| (c) | Basis of consolidation |
|---|
These 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. We have eliminated all intercompany transactions, balances, revenues, and expenses upon consolidation. Page 10
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 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 December 31, 2025 and 2024, the main operating subsidiaries of the Company, their geographic locations, and the ownership interests held by the Company, were as follows:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | | | Ownership at December 31 | | | ||
| Name | | Principal activity | | 2025 | | 2024 | | Location |
| Musselwhite Mine Ltd. | | Production | | 100 | % | — | | Canada |
| Minera Camino Rojo SA de CV | Production | 100 | % | 100 | % | Mexico | ||
| Gold Standard Ventures (US) Inc. | | Exploration | | 100 | % | 100 | % | USA |
| Minera Cerro Quema SA | | Exploration | | 100 | % | 100 | % | Panama |
| 3. | REVENUE |
|---|
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Gold | | $ | 1,035,024 | | $ | 330,929 |
| Silver | | 22,857 | | 12,989 | ||
| Revenue | | $ | 1,057,881 | | $ | 343,918 |
| | | | | | | |
| Customer A | | $ | 428,128 | | $ | 139,981 |
| Customer B | | | 399,537 | | | 156,147 |
| Others | | 230,216 | | 47,790 | ||
| Revenue | | $ | 1,057,881 | | $ | 343,918 |
During the year ended December 31, 2025, two customers each contributed more than 10% of total revenues for a combined total of approximately 78% of revenues (2024 – two customers each contributed more than 10% of total revenues for a combined total of approximately 86% 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.
**4.**COST OF SALES
(a)Operating costs
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Mining and processing costs | | $ | 307,583 | | $ | 75,666 |
| Refining and transportation costs | | 11,588 | | 1,393 | ||
| | | $ | 319,171 | | $ | 77,059 |
(b)Royalties
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Camino Rojo Oxide NSR royalty | | $ | 6,961 | | $ | 6,816 |
| Mexican Extraordinary Mining Duty | | | 3,529 | | | 1,720 |
| Musselwhite Mine royalty | | | 20,240 | | | — |
| | | $ | 30,730 | | $ | 8,536 |
Page 11
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
**5.**EXPLORATION AND EVALUATION EXPENSES
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Camino Rojo | | $ | 7,413 | | $ | 8,071 |
| Musselwhite Mine | | | 4,646 | | | — |
| South Railroad | | 25,489 | | 20,875 | ||
| Cerro Quema | | 5,320 | | 5,245 | ||
| Other | | 475 | | 404 | ||
| | | $ | 43,343 | | $ | 34,595 |
**6.**GENERAL AND ADMINISTRATIVE EXPENSES
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Office and administrative | | $ | 5,191 | | $ | 3,846 |
| Professional fees | | 29,770 | | 4,567 | ||
| Regulatory and transfer agent | | 719 | | 525 | ||
| Salaries and benefits | | 10,409 | | 7,961 | ||
| | | $ | 46,089 | | $ | 16,899 |
**7.**INTEREST AND ACCRETION EXPENSE
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Interest expense | | | | | | |
| Amended Credit Facility (note 15) | | $ | 13,767 | | $ | 4,840 |
| Convertible notes (note 15) | | | 7,545 | | | — |
| Interest expense on lease liabilities (note 17) | | | 529 | | | 160 |
| Other | | | 708 | | | 898 |
| Interest expense | | | 22,549 | | | 5,898 |
| | | | | | | |
| Accretion expense | | | | | | |
| Accretion of site closure provisions (note 18) | | | 3,066 | | | 504 |
| Deferred revenue (note 16) | | | 24,947 | | | 489 |
| Convertible notes (note 15) | | | 4,591 | | | — |
| Credit Facility inception costs (note 15) | | | 330 | | | — |
| Accretion expense | | 32,934 | | 993 | ||
| | | | | | | |
| Interest and accretion expense | | $ | 55,483 | | $ | 6,891 |
Page 12
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
**8.**INVENTORY
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Current | | | | | | |
| Stockpiled ore | | $ | 6,422 | | $ | 1,063 |
| In-process inventory | | 38,687 | | 15,014 | ||
| Finished goods inventory | | 11,289 | | 8,520 | ||
| Materials and supplies | | 29,320 | | 4,615 | ||
| Inventory – current | | $ | 85,718 | | $ | 29,212 |
| | | | | | | |
| Long term | | | | | | |
| Stockpiled ore | | $ | — | | $ | 6,924 |
Long term inventory consists of stockpiled ore that is not expected to be processed within 12 months. Included within inventory at December 31, 2025 is $17.3 million of depreciation and depletion (December 31, 2024 — $8.8 million).
During the year ended December 31, 2025, inventories recognized as an expense totaled $454.1 million (2024 — $116.3 million) and are included within cost of sales.
**9.**VALUE ADDED TAXES RECOVERABLE
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Canada | | $ | 7,991 | | $ | 153 |
| Mexico | | 8,693 | | 8,329 | ||
| | | $ | 16,684 | | $ | 8,482 |
10.EXPLORATION AND EVALUATION PROPERTIES
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | 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 | | | 171,993 | | | 10,000 | | | 181,993 |
| Farm out proceeds | | | (45) | | | — | | | (45) |
| At December 31, 2025 | | $ | 171,948 | | $ | 10,000 | | $ | 181,948 |
Page 13
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
11.PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Producing | | | | | | | | Machinery | | | | | Other right | | | | | | | |||
| | | mineral | | Deferred | | | | | and | | Other | | of use | | | | | | ||||||
| | | property | | stripping | | Buildings | | equipment | | assets | | assets | | CIP^2^ | | 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 18) | | 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 | | | 82,409 | | | 5,025 | | | 1,845 | | | 13,583 | | | 6,896 | | | 10,782 | | | 12,748 | | | 133,288 |
| Transfers | | | 1,306 | | | — | | | 1,224 | | | 2,202 | | | 216 | | | — | | | (4,948) | | | — |
| Acquisition of Musselwhite Mine (note 12) | | | 883,296 | | | — | | | 50,691 | | | 155,483 | | | 4,506 | | | — | | | 3,466 | | | 1,097,442 |
| Change in site closure provision (note 18) | | | 43,838 | | | — | | | — | | | — | | | — | | | — | | | — | | | 43,838 |
| Due to changes in exchange rates | | | — | | | — | | | — | | | — | | | (1) | | | (3) | | | — | | | (4) |
| Disposals | | | — | | | — | | | (571) | | | (2,514) | | | (137) | | | (517) | | | — | | | (3,739) |
| At December 31, 2025 | | $ | 1,153,310 | | $ | 5,025 | | $ | 136,666 | | $ | 225,697 | | $ | 15,015 | | $ | 13,497 | | $ | 16,607 | | $ | 1,565,817 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| 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) | | | (2,183) | | | (74) | | | (309) | | | — | | | (2,645) |
| Depletion and depreciation | | | 114,636 | | | 205 | | | 14,577 | | | 22,316 | | | 1,666 | | | 1,916 | | | — | | | 155,316 |
| At December 31, 2025 | | $ | 158,459 | | $ | 205 | | $ | 41,093 | | $ | 39,272 | | $ | 3,378 | | $ | 2,671 | | $ | — | | $ | 245,078 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net book value | | | | | | | | | | | | | | | | | | | ||||||
| At December 31, 2024 | | $ | 98,638 | | $ | — | | $ | 56,882 | | $ | 37,804 | | $ | 1,749 | | $ | 2,171 | | $ | 5,341 | | $ | 202,585 |
| At December 31, 2025 | | $ | 994,851 | | $ | 4,820 | | $ | 95,573 | | $ | 186,425 | | $ | 11,637 | | $ | 10,826 | | $ | 16,607 | | $ | 1,320,739 |
^2^ CIP = Construction in progress
Page 14
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
12.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 of Nova Scotia, the Bank of Montreal, the Canadian Imperial Bank of Commerce and ING Capital LLC, (consisting of $150 million from the Amended Revolving Facility and $100 million from the Term Facility) (note 15(a)), |
|---|---|
| ● | $360 million gold prepayment (the “Gold Prepayment”) from a syndicate of lenders (note 16(a)), and |
| --- | --- |
| ● | $200 million in senior unsecured convertible notes (the “Convertible Notes”) (note 15(b)). |
| --- | --- |
The contingent consideration consists of:
| ● | $20 million to be paid if the average spot price of gold exceeds $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 $3,000/oz for the one-year period ending February 28, 2027. |
| --- | --- |
The purchase consideration was calculated as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | Provisional | | | ||
| | | Preliminary | | Adjustments | | Final | |||
| Upfront cash payments made by the Company | | $ | 798,504 | | $ | (4,374) | | $ | 794,130 |
| Fair value of contingent consideration (note 13(c)) | | 17,000 | | — | | 17,000 | |||
| Total purchase consideration | | $ | 815,504 | | $ | (4,374) | | $ | 811,130 |
The following table sets out the allocation of the purchase price to the assets acquired and liabilities assumed based on management’s estimates of fair value:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | Provisional | | | ||
| | | Preliminary | | Adjustments | | Final | |||
| Trade and other receivables | | $ | 4,271 | | $ | 365 | | $ | 4,636 |
| Value added taxes recoverable | | 1,381 | | | (1,366) | | | 15 | |
| Inventory | | 38,847 | | | — | | | 38,847 | |
| Prepaid expenses | | 142 | | | (58) | | | 84 | |
| Property, plant and equipment | | 1,105,342 | | | (7,900) | | | 1,097,442 | |
| Trade payables and accrued liabilities | | (45,118) | | | 2,838 | | | (42,280) | |
| Site closure provision | | | (52,377) | | | 2,668 | | | (49,709) |
| Deferred tax liabilities | | (236,984) | | | (921) | | | (237,905) | |
| Total assets acquired and liabilities assumed, net | | $ | 815,504 | | $ | (4,374) | | $ | 811,130 |
The Company incurred acquisition-related costs of $12.0 million during the year ended December 31, 2025, which we have included in general and administrative expenses on the consolidated statements of income and comprehensive income.
Page 15
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
13.DERIVATIVE CONTRACTS
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Gold | | | | | | | | Contingent | | | | | ||||
| | | forward | | Currency | | Redemption | | consideration | | Warrants | | | | |||||
| | | contracts | | contracts | | right asset | | liability | | liability | | | Total | |||||
| | | note 13(e) | | note 13(a) | | note 13(b) | | note 13(c) | | note 13(d) | | | ||||||
| At December 31, 2023 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
| Change in fair value during the year | | 3,138 | | — | | — | | — | | — | | 3,138 | ||||||
| At December 31, 2024 | | 3,138 | | — | | — | | — | | — | | 3,138 | ||||||
| Recognized at February 28, 2025 (notes 12 and 15(b)) | | — | | — | | 18,000 | | (17,000) | | (50,000) | | (49,000) | ||||||
| Change in fair value during the year | | (26,725) | | — | | 14,000 | | (21,010) | | (112,000) | | (145,735) | ||||||
| Settled during the year | | 23,587 | | — | | — | | — | | — | | 23,587 | ||||||
| Changes in fair value of hedging instruments | | — | | (889) | | — | | — | | — | | (889) | ||||||
| Hedging gains and losses transferred to inventory | | — | | 762 | | — | | — | | — | | 762 | ||||||
| At December 31, 2025 | | $ | — | | $ | (127) | | $ | 32,000 | | $ | (38,010) | | $ | (162,000) | | $ | (168,137) |
| | | | | | | | | | | | | | | | | | | |
| Presented as: | | | | | | | | | | | | | ||||||
| Current assets | | $ | — | | $ | — | | $ | 32,000 | | $ | — | | $ | — | | $ | 32,000 |
| Current liabilities | | — | | (127) | | — | | (19,750) | | (162,000) | | (181,877) | ||||||
| Long term liabilities | | — | | — | | — | | (18,260) | | — | | (18,260) | ||||||
| At December 31, 2025 | | $ | — | | $ | (127) | | $ | 32,000 | | $ | (38,010) | | $ | (162,000) | | $ | (168,137) |
(a)Currency forward contracts
The Musselwhite Mine incurs a significant portion of its operating and capital expenditures in Canadian dollars (C$) while its functional and the Company’s presentation currency are United States dollars ($). To mitigate variability in the US dollar equivalent of these forecast C$-denominated expenditures, the Company entered into a series of forward exchange contracts that have been designated as cash flow hedges of a portion of highly probable forecast C$ expenditures.
The hedging relationships cover a layer of forecast C$ cash outflows expected to occur between July 2025 and November 2026. The hedging strategy is intended to reduce the variability in future U.S. dollar cash outflows arising from movements in the CAD/USD exchange rate.
Each contract matures monthly. During the year ended December 31, 2025, we entered into seventeen (17) contracts at various forward rates. Six (6) contracts matured and were settled prior to the reporting period, while eleven (11) contracts remain outstanding with settlement dates occurring monthly from January 2026 through November 2026. The total notional amount outstanding at December 31, 2025, was C$132 million ($97.0 million), with a weighted-average forward rate of C$1.3614 per $1.00.
We recognized the changes in fair value attributable to the effective portion of the hedging relationships since designation, totaling approximately $0.9 million, in other comprehensive income (OCI) within the hedge reserve. We reclassified $0.8 million from OCI to inventory during the year as the related hedged purchases occurred when the first six contracts settled.
The Company assesses hedge effectiveness by evaluating the economic relationship between the forward contracts and the forecast C$ expenditures, with potential sources of ineffectiveness primarily arising from differences in timing between forecast expenditures and contract settlement dates. Other potential sources of hedge ineffectiveness include changes in the credit risk of the derivative counterparties or the Company, and the impact of foreign currency basis spreads inherent in the forward contracts. No significant hedge ineffectiveness was recognized in profit or loss during the year, and management expects the remaining hedged forecast transactions to continue to be highly probable. Page 16
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 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 15(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. Subsequent to the reporting period, the first $20 million payment was made.
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 15), 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.
| | | | | | |
|---|---|---|---|---|---|
| | | | | | |
| | | Number | | Fair value | |
| At January 1, 2025 | | — | | $ | — |
| Issued | 23,392,397 | | 50,000 | ||
| Change in fair values during the year | — | | 112,000 | ||
| At December 31, 2025 | 23,392,397 | | $ | 162,000 |
Page 17
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 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:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | | February 28, | | ||
| | | 2025 | | 2025 | | ||
| Volume weighted average price | C$ | 18.50 | | C$ | 10.13 | | |
| Exercise price | | C$ | 11.50 | | C$ | 11.50 | |
| Implied volatility | | | 45.0 | % | | 37.3 | % |
| Risk-free interest rate | | 2.9 | % | | 4.0 | % | |
| Term to maturity (years) | | | 4.2 | | | 5.0 | |
(e)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 12). 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 accepted market resources and discounting based on the 1-Month Term Secured Overnight Financing Rate (“SOFR”), adjusted for credit risk. These derivatives were not designated as hedges.
These contracts were closed out immediately prior to entering into the gold prepay arrangements (note 16(a)).
14.TRADE PAYABLES AND ACCRUED LIABILITIES
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Trade payables and accrued trade liabilities | | $ | 54,424 | | $ | 11,339 |
| Royalties payable | | | 26,936 | | | 3,415 |
| Payroll related | | | 19,527 | | | 5,547 |
| Current portion of lease obligations (note 17) | | 4,173 | | 833 | ||
| Dividends payable (note 19(c)) | | 5,102 | | — | ||
| Other | | 1,762 | | 1,460 | ||
| | | $ | 111,924 | | $ | 22,594 |
15.LONG TERM DEBT
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Convertible | | | | |||
| | | Revolving facility | | Term facility | | notes | | Total | ||||
| | | note 15(a) | | note 15(a) | | note 15(b) | | | ||||
| At January 1, 2024 | | $ | 88,350 | | $ | — | | $ | — | | $ | 88,350 |
| Principal repayments during the year | | (88,350) | | — | | — | | (88,350) | ||||
| At December 31, 2024 | | — | | — | | — | | — | ||||
| Advances | | 150,000 | | 100,000 | | — | | 250,000 | ||||
| Proceeds for liability component of convertible notes issued | | — | | — | | 167,000 | | 167,000 | ||||
| Loan repayments | | (60,000) | | (5,000) | | — | | (65,000) | ||||
| Transaction costs paid | | (1,186) | | — | | — | | (1,186) | ||||
| Accretion expense | | 330 | | — | | 4,591 | | 4,921 | ||||
| Interest expense | | 7,534 | | 6,233 | | 7,545 | | 21,312 | ||||
| Interest paid | | (7,534) | | (6,233) | | (7,545) | | (21,312) | ||||
| At December 31, 2025 | | $ | 89,144 | | $ | 95,000 | | $ | 171,591 | | $ | 355,735 |
| | | | | | | | | | | | | |
| Current | | $ | — | | $ | 20,000 | | $ | — | | $ | 20,000 |
| Non-current | | 89,144 | | 75,000 | | 171,591 | | 335,735 | ||||
| | | $ | 89,144 | | $ | 95,000 | | $ | 171,591 | | $ | 355,735 |
Page 18
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
(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 quarterly principal repayments 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 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 year ended December 31, 2025, the interest rate paid on the Revolving Facility ranged from 7.0% to 7.4% per annum (2024 – 7.5% to 8.0%).
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 December 31, 2025, the undrawn amount was $60 million. Subsequent to the reporting period, the Company repaid a further $30 million of principal.
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.
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 a leverage ratio at less than or equal to 3.5, |
|---|---|
| ● | an interest service coverage ratio at greater than or equal to 4.0, |
| --- | --- |
| ● | a tangible net worth greater than or equal to $278.6 million, and |
| --- | --- |
| ● | minimum liquidity in an amount greater than or equal to $15.0 million. |
| --- | --- |
As at December 31, 2025, the Company was in compliance with all these covenants. Page 19
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
(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 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.
Accounting treatment
The convertible notes are compound financial instruments comprising four components, each recognized and classified separately upon initial recognition.
| | | | |
|---|---|---|---|
| | | Initial recognition | |
| Component | | amount | |
| Warrants | $ | 50,000 | |
| Host liability | | 167,000 | |
| Company’s redemption right | | (18,000) | |
| Holders’ conversion right | | 1,000 | |
| | | $ | 200,000 |
Upon initial recognition, the warrants were recognized at estimated fair value and classified as a financial liability at fair value through profit or loss. At each subsequent reporting period, they are measured at fair value, with changes in fair value being recognized in profit or loss.
Upon initial recognition, the host liability was recognized at the fair value of the host debt, calculated as the present value of contractual principal and interest payments over the term of the notes using a discount rate of 8.5%, and is classified as a financial liability at amortized cost.
Upon initial recognition, the Company’s redemption right was recognized at estimated fair value and classified as a financial asset at fair value through profit or loss. At each subsequent reporting period, this right is measured at fair value, with changes in fair value being recognized in profit or loss.
Upon initial recognition, the holders’ conversion right was recognized at the residual amount after allocating fair value to the other components and is classified as equity.
Page 20
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 16. | DEFERRED REVENUE |
|---|
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |
| | | Gold prepay | | Silver stream | | | | ||
| | | arrangements | | arrangement | | Total | |||
| At December 31, 2023 | | $ | — | | $ | 8,176 | | $ | 8,176 |
| Accretion expense | | | — | | | 489 | | | 489 |
| At December 31, 2024 | | | — | | | 8,665 | | | 8,665 |
| Prepayments received | | | 384,402 | | | — | | | 384,402 |
| Gold delivered | | (117,013) | | — | | (117,013) | |||
| Accretion expense | | 24,460 | | 487 | | 24,947 | |||
| At December 31, 2025 | | $ | 291,849 | | $ | 9,152 | | $ | 301,001 |
| | | | | | | | | | |
| Current | | $ | 125,354 | | $ | — | | $ | 125,354 |
| Non-current | | 166,495 | | 9,152 | | 175,647 | |||
| | | $ | 291,849 | | $ | 9,152 | | $ | 301,001 |
| (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 13(e)).
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 from accepted market resources. 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 year
| | | | | | | |
|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | ||
| Ounces delivered into the prepay agreements | | 40,246 | | — | ||
| Revenue recognized | | $ | 117,013 | | $ | — |
Page 21
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
As at December 31, 2025, there were a total of 104,641 ounces remaining to be delivered to the syndicate.
| (b) | Silver 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.
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%.
| 17. | LEASE OBLIGATIONS |
|---|
The Company has lease contracts for mining equipment, vehicles, and buildings. Leases of mining equipment have lease terms of three years, while vehicles and buildings generally have lease terms between three and ten years.
(a)Lease obligations
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Beginning of year | | $ | 2,179 | | $ | 2,908 |
| Acquisition of Contact Gold Corp. | | | — | | | 27 |
| Additions | | 10,780 | | 1,590 | ||
| Interest expense (note 7) | | 529 | | 160 | ||
| Lease payments | | (3,018) | | (1,511) | ||
| Derecognition | | | (64) | | | (586) |
| Due to changes in exchange rates | | 114 | | (409) | ||
| End of year | | $ | 10,520 | | $ | 2,179 |
| | | | | | | |
| Current | | $ | 4,173 | | $ | 833 |
| Non-current | | 6,347 | | | 1,346 | |
| | | $ | 10,520 | | $ | 2,179 |
(b)Lease expenses recognized
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Interest on lease liabilities | | $ | 529 | | $ | 160 |
| Variable lease payments not included in the measurement of lease liabilities | | 21,514 | | 18,396 | ||
| Expenses relating to short-term leases | | 3,253 | | 952 | ||
| Expenses relating to leases of low-value assets, excluding short-term leases | | 49 | | 64 | ||
| | | $ | 25,345 | | $ | 19,572 |
Page 22
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 18. | SITE CLOSURE PROVISIONS |
|---|
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Musselwhite | | Camino | | Nevada | | Cerro Quema | | | | ||||
| | | Mine | | Rojo | | projects | | 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 year (note 7) | | | — | | | 483 | | | 21 | | | — | | 504 | |
| At December 31, 2024 | | | — | | | 6,553 | | | 2,708 | | | 500 | | | 9,761 |
| Acquisition of Musselwhite Mine (note 12) | | | 49,709 | | | — | | | — | | | — | | | 49,709 |
| Required remeasurement under IAS 37 | | | 46,462 | | | — | | | — | | | — | | | 46,462 |
| Changes in cost estimates | | | (3,197) | | | 573 | | | 474 | | | — | | | (2,150) |
| Accretion during the year (note 7) | | | 2,416 | | 534 | | 116 | | | — | | 3,066 | |||
| At December 31, 2025 | | $ | 95,390 | | $ | 7,660 | | $ | 3,298 | | $ | 500 | | $ | 106,848 |
As at December 31, 2025, the site closure provisions for the Musselwhite Mine were measured using a long-term risk-free discount rate of 3.6% 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 $46.5 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.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Undiscounted | | | | | | |
| | | | | Estimated | | risk-adjusted | | | | | | |
| | | | | settlement dates | | cash flows | | Inflation rate | | Discount rate | **** | |
| December 31, 2025 | | Musselwhite Mine | | 2029 to 2074 | | $ | 121,310 | | 2.0 | % | 3.6 | % |
| | | Camino Rojo | | 2033 to 2047 | | $ | 13,072 | | 3.7 | % | 8.5 | % |
| | | Nevada projects | | 2037 to 2039 | | $ | 3,349 | | 2.4 | % | 4.0 | % |
| | | 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
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
19.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 year.
Warrants classified as equity
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Exercise | | December 31 | | | | | | | | December 31 | |||
| Expiry date | | price | | 2024 | | Issued | | Exercised | | 2025 | |||||
| December 18, 2026 | C$ | 3.00 | | 25,540,000 | | | — | | (16,012,500) | | 9,527,500 | ||||
| February 23, 2026 | C$ | 7.94 | | 315,000 | | | — | | (133,875) | | 181,125 | ||||
| Shares issuable upon exercise | | | | | | 25,855,000 | | | — | | | (16,146,375) | | | 9,708,625 |
| | | | | | | | | | | | | | | | |
| Weighted average exercise price | | | C$ | 3.06 | | C$ | — | C$ | 3.04 | C$ | 3.09 |
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 1,727,142 common shares for proceeds of $4.4 million pursuant to the exercise of warrants.
Warrants classified as financial liabilities
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Exercise | | December 31 | | | | | | | | December 31 | |||
| Expiry date | | price | | 2024 | | Issued | | Exercised | | 2025 | |||||
| February 28, 2030 (notes 12 and 13(d)) | C$ | 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.
Subsequent to the reporting period, the Company issued 396,202 common shares for proceeds of $3.3 million pursuant to the exercise of warrants.
(c)Dividends
The Company declared dividends in the amount of $5.1 million (2024 - nil), or $0.015 per common share during the year ended December 31, 2025. These were paid subsequent to the reporting period. Page 24
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
20.EARNINGS PER SHARE
Earnings per share has been calculated using the weighted average number of common shares outstanding for the years ended December 31, 2025 and 2024 as follows:
(a)Basic
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Income for the year | | $ | 106,895 | | $ | 88,981 |
| Weighted average number of common shares (millions) | | 328.9 | | 318.7 | ||
| Basic earnings per share | | $ | 0.33 | | $ | 0.28 |
(b)Diluted
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Income for the year | | $ | 106,895 | | $ | 88,981 |
| | | | | | | |
| Weighted average number of common shares (thousands) | | 328,889 | | 318,720 | ||
| Dilutive potential ordinary shares | | | | | | |
| Warrants | | 19,479 | | 12,500 | ||
| Options | | 1,363 | | 770 | ||
| RSUs | | 778 | | 572 | ||
| DSUs | | 874 | | 848 | ||
| Bonus shares | | 500 | | 500 | ||
| Weighted average number of ordinary shares | | 351,883 | | 333,910 | ||
| | | | | | | |
| Diluted earnings per share | | $ | 0.30 | | $ | 0.27 |
Potential ordinary shares arising from conversion of convertible notes (29,811,000) was not included in the calculation of diluted loss per share for the year ended December 31, 2025, because their effect would have been anti-dilutive.
Page 25
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
21.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.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| Share- based payments expense | | 2025 | | 2024 | ||
| Stock options (note 21(a)) | | $ | 1,423 | | $ | 1,276 |
| Restricted share units (note 21(b)) | | 2,416 | | 1,369 | ||
| Deferred share units (note 21(c)) | | 776 | | 731 | ||
| Performance share units (note 21(d)) | | | 4,861 | | | 1,439 |
| Share based payments expense | | $ | 9,476 | | $ | 4,815 |
| (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.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | ||||||
| | | | | Average | | | | Average | ||
| | | | | exercise | | | | exercise | ||
| Stock options outstanding | | Number | | price | | Number | | price | ||
| Outstanding, January 1 | | 3,570,471 | | C$ | 4.95 | | 5,523,297 | | C$ | 4.93 |
| Granted | 507,165 | | 13.76 | 651,955 | | 5.13 | ||||
| Exercised | (1,946,249) | | 4.45 | (1,508,214) | | 2.82 | ||||
| Expired, forfeited or cancelled | (51,432) | | 5.97 | (1,096,567) | | 7.86 | ||||
| Outstanding, December 31 | 2,079,955 | C$ | 7.55 | 3,570,471 | C$ | 4.95 | ||||
| | | | | | | | | | | |
| Vested, December 31 | 1,065,426 | C$ | 5.60 | 2,360,556 | C$ | 4.64 |
The stock options granted during the year ended December 31, 2025 had a grant date fair value of C$3.1 million ($2.2 million) using the Black Scholes option pricing model with the following weighted average assumptions:
| ● | Share price at grant date ranging from C$13.10 to C$17.80, expected volatility 48%, expected life - 5 years, risk free interest rates ranging from 2.7% to 3.0% and expected dividends – nil. |
|---|
The stock options granted during the year ended December 31, 2024 had a grant date fair value of C$1.6 million ($1.2 million) using the Black Scholes option pricing model with the following weighted average assumptions:
| ● | Share price at grant date – C$5.13, expected volatility 50%, expected life – 5 years, risk free interest rate 3.5% and expected dividends – nil. |
|---|
Page 26
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| ● | The stock options outstanding at December 31, 2025, were as follows: |
|---|
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Weighted | | | | | | | |
| | | average remaining | | Range of exercise | | Number | |||
| Weighted average remaining contractual life | | life (years) | | prices (C) | | outstanding | |||
| Less than 3 months | | 0.1 | | – | | 7.43 | 3,438 | ||
| | | 0.2 | | – | $ | 5.13 | | 270,351 | |
| | | 0.2 | | | 3,724 | ||||
| 13 to 24 months | | 1.3 | | – | $ | 5.98 | 476,961 | ||
| | | 1.5 | | – | $ | 3.88 | 26,580 | ||
| 25 to 36 months | | 2.2 | | – | $ | 6.58 | 294,843 | ||
| More than 3 years | | 3.2 | | 506,168 | |||||
| | | 4.5 | | – | $ | 13.96 | 370,432 | ||
| | | 4.5 | | – | $ | 15.81 | 111,705 | ||
| | | 4.9 | | 15,753 | |||||
| | | 2.5 | | – | $ | 17.80 | 2,079,955 |
All values are in US Dollars.
Options exercised
During the year ended December 31, 2025, option holders exercised 1,946,249 stock options (2024 – 1,508,214). The weighted average share price at the dates of exercise was C$13.07 per share (2024 – C$5.60). We determined the share price using the closing market price of our common shares on the relevant exercise settlement dates.
| (b) | Restricted share units (“RSUs”) |
|---|
RSUs awarded by the Company typically vest one-third each one, two, and three years after award date.
| | | | | |
|---|---|---|---|---|
| Number of RSUs outstanding: | | 2025 | | 2024 |
| Outstanding, January 1 | 821,040 | 580,219 | ||
| Awarded | 392,246 | 409,014 | ||
| Vested and settled | (213,750) | (161,343) | ||
| Forfeitures | | (44,670) | | (6,850) |
| Outstanding, December 31 | 954,866 | 821,040 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | Number vesting in the year | ||||||||
| Number of RSUs outstanding: | | Total | | 2024 | | 2025 | | 2026 | | 2027 | | 2028 |
| Outstanding, December 31, 2024 | | 821,040 | — | 469,729 | | 221,450 | | 129,861 | — | |||
| Outstanding, December 31, 2025 | 954,866 | — | 260,991 | | 338,925 | | 245,155 | 109,795 |
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. All RSU’s outstanding were accounted for as equity-settled, as none were settled in cash.
We measured the fair value of our RSUs awarded during the year using the observable market price of our common shares on the measurement date. The weighted average price of RSUs awarded during 2025 was C$13.11 (2024 – C$5.14). Page 27
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (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.
| | | | | |
|---|---|---|---|---|
| Number of DSUs outstanding: | | 2025 | | 2024 |
| Outstanding, January 1 | 894,903 | 701,927 | ||
| Awarded and vested immediately | 82,081 | 192,976 | ||
| Settled | | (152,507) | | — |
| Outstanding, December 31 | 824,477 | 894,903 | ||
| | | | | |
| Vested, December 31 | 824,477 | 894,903 |
We measured the fair value of our DSUs awarded during the year using the observable market price of our common shares on the measurement date. The weighted average price of DSUs awarded during 2025 was C$13.52 (2024 – C$5.13).
(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.
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 December 31, 2025, the PSU liability totaled $6.5 million of which $2.3 million was included in trade payables and accrued liabilities and $4.2 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.
| | | | | |
|---|---|---|---|---|
| Number of PSUs outstanding: | | 2025 | | 2024 |
| Outstanding, January 1 | 522,876 | 198,737 | ||
| Awarded during the year | 160,637 | 324,139 | ||
| Outstanding, December 31 | 683,513 | 522,876 | ||
| | | | | |
| Vested, December 31 | — | — |
(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.
Page 28
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
22.RELATED PARTY TRANSACTIONS
The Company’s related parties comprise key management personnel and, until December 5, 2025, Fairfax Financial Holdings Limited and its subsidiaries.
| ● | Key management personnel consist of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Sustainability Officer, the Senior Vice President, Exploration, and the members of the Company’s Board of Directors. |
|---|---|
| ● | Fairfax Financial Holdings Limited, together with its subsidiaries (“Fairfax”), became a related party of the Company on February 28, 2025, when Fairfax acquired a portion of the Company’s convertible notes (note 15(b)) and related warrants (note 13(d)). Fairfax was considered to have significant influence over the Company from that date until December 5, 2025 as a result of its existing and exercisable potential voting rights. On December 5, 2025, Fairfax disposed of a number shares such that its existing and exercisable potential voting rights no longer conferred significant influence over the Company. Accordingly, Fairfax ceased to be a related party from that date. |
| --- | --- |
| (a) | Key management personnel |
|---|
Compensation to key management personnel was as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| **** | | 2025 | | 2024 | ||
| Salaries and short term incentives | | $ | 3,699 | | $ | 3,025 |
| Directors’ fees | | 554 | | 595 | ||
| Termination benefits | | — | | 434 | ||
| Share based payments | | 2,095 | | 2,019 | ||
| | | $ | 6,348 | | $ | 6,073 |
| (b) | Transactions |
|---|
The Company paid $4.0 million in interest on the convertible notes to Fairfax Financial Holdings Limited and its subsidiaries up to the date it ceased to be a related party (note 15(b)).
The Company had no other material transactions with related parties other than key management personnel during the year ended December 31, 2025, and 2024.
| (c) | Outstanding balances at the reporting date |
|---|
Key management personnel estimated accrued short term incentive compensation totaled $1.9 million and is included in accrued liabilities (December 31, 2024 – $1.3 million).
Page 29
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
23.SUPPLEMENTAL CASH FLOW INFORMATION
| (a) | Cash |
|---|
Cash consists of bank current accounts and cash on hand.
| (b) | Income taxes related operating cash flow items |
|---|
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Income tax expense | $ | 154,152 | | | 87,281 | |
| Income taxes paid | | (37,257) | | (14,523) | ||
| Income tax instalments paid | | (71,921) | | (28,174) | ||
| Tax related cash flow items | $ | 44,974 | | $ | 44,584 |
| (c) | Changes in non-cash working capital |
|---|
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Accounts receivable and prepaid expenses | | $ | (7,569) | | $ | (504) |
| Inventory | | | (1,653) | | | (1,395) |
| Valued added taxes recoverable | | | (7,250) | | | 2,105 |
| Trade payables and accrued liabilities | | | 37,350 | | | 1,594 |
| Changes in non-cash working capital | | $ | 20,878 | | $ | 1,800 |
| (d) | Non-cash investing and financing activities |
|---|
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Financing activities | **** | | | **** | | |
| Stock options exercised, credited to share capital with an offset to reserves | $ | 2,680 | $ | 1,158 | ||
| Warrants exercised, credited to share capital with an offset to reserves | | 4,179 | | 716 | ||
| Common shares issued on maturity of RSUs and DSUs, credited to share capital with an offset to reserves | | 1,216 | | 707 | ||
| | | | | | | |
| Investing activities | **** | | | **** | | |
| Initial recognition of right of use assets, with an offset to lease obligation | | 10,783 | | 1,590 |
24.SEGMENT INFORMATION
| (a) | Geographic 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 and assessing their performance. Page 30
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
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 year by segment
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Mussel- | | | | | South | | | | | | | | | | ||
| | | white | | Camino | | Carlin | | Cerro | | | | | | | ||||
| Year ended December 31, 2025 | | Mine | | Rojo | | Complex | | Quema | | Corporate | | Total | ||||||
| Provided to the CODM on a per-segment basis | | | | | | | | | | | | | | | | | | |
| External revenue (note 3) | | $ | 551,850 | | $ | 352,936 | | $ | — | | $ | — | | $ | 153,095 | | $ | 1,057,881 |
| Intersegment revenue | | | 180,170 | | | — | | | — | | | — | | | (180,170) | | | — |
| Operating costs | | | (231,582) | | | (87,589) | | | — | | | — | | | — | | | (319,171) |
| Royalties | | | (20,240) | | | (10,490) | | | — | | | — | | | — | | | (30,730) |
| Exploration and evaluation (note 5) | | | (4,646) | | | (7,413) | | | (25,489) | | | (5,320) | | | (475) | | | (43,343) |
| General and administrative (note 6) | | | — | | | — | | | — | | | — | | | (46,089) | | | (46,089) |
| Segment profit (loss) as provided to the CODM | | | 475,552 | | | 247,444 | | | (25,489) | | | (5,320) | | | (73,639) | | | 618,548 |
| Reconciling items to pre-tax net income | | | | | | | | | | | | | | | | | | |
| Depletion and depreciation | | — | | — | | — | | — | | — | | (145,693) | ||||||
| Interest income | | — | | — | | — | | — | | — | | 8,322 | ||||||
| Depreciation | | — | | — | | — | | — | | — | | (542) | ||||||
| Share based payments (note 21) | | — | | — | | — | | — | | — | | (9,476) | ||||||
| Interest and accretion expense | | — | | — | | — | | — | | — | | (55,483) | ||||||
| Fair value adjustments on financial instruments | | — | | — | | — | | — | | — | | (145,735) | ||||||
| Foreign exchange and other gain (loss) | | | — | | | — | | | — | | | — | | | — | | | (8,894) |
| Income before tax expense, for the year | | | — | | | — | | | — | | | — | | | — | | $ | 261,047 |
Intersegment purchases and sales of gold are priced at the spot price quoted on an international bullion exchange on the transaction date (consistent with our transfer-pricing policy). We eliminate these intersegment revenues and expenses upon consolidation.
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | South | | | | | | | | | |||
| | | Camino | | Carlin | | Cerro | | | | | | | |||
| Year ended December 31, 2024 | | Rojo | | Complex | | Quema | | Corporate | | Total | |||||
| Provided to the CODM on a per-segment basis | | | | | | | | | | | | | | | |
| External revenue (note 3) | | $ | 343,918 | | $ | — | | $ | — | | $ | — | | $ | 343,918 |
| Operating costs | | | (77,059) | | | — | | | — | | | — | | | (77,059) |
| Royalties | | | (8,536) | | | — | | | — | | | — | | | (8,536) |
| Exploration and evaluation (note 5) | | | (8,071) | | | (20,875) | | | (5,245) | | | (404) | | | (34,595) |
| General and administrative (note 6) | | | — | | | — | | | (755) | | | (16,144) | | | (16,899) |
| Segment profit (loss) as provided to the CODM | | | 250,252 | | | (20,875) | | | (6,000) | | | (16,548) | | | 206,829 |
| Reconciling items to pre-tax net income | | | | | | | | | | | | | | | |
| Depletion and depreciation | | — | | — | | — | | — | | (40,683) | |||||
| Interest income | | — | | — | | — | | — | | 10,845 | |||||
| Depreciation | | — | | — | | — | | — | | (407) | |||||
| Share based payments (note 21) | | — | | — | | — | | — | | (4,815) | |||||
| Interest and accretion expense | | — | | — | | — | | — | | (6,891) | |||||
| Fair value adjustments on financial instruments | | — | | — | | — | | — | | 3,138 | |||||
| Foreign exchange and other gain (loss) | | | — | | | — | | | — | | | — | | | 8,246 |
| Income before tax expense, for the year | | | — | | | — | | | — | | | — | | $ | 176,262 |
Page 31
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
The Company had not yet acquired the Musselwhite Mine as of the end of the prior year comparative year ended December 31, 2024. Consequently, Musselwhite Mine is not presented in the 2024 table above.
Assets by geographic segment
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At December 31, 2025 | | Canada | | Mexico | | USA | | Panama | | Corporate | | Total | ||||||
| Property, plant and equipment | | $ | 1,123,187 | | $ | 185,365 | | $ | 10,594 | | $ | — | | $ | 1,593 | | $ | 1,320,739 |
| Exploration and evaluation properties | | — | | — | | | 171,948 | | | 10,000 | | | — | | | 181,948 | ||
| Additions to non-current assets | | | 147,919 | | | 17,493 | | | 10,239 | | | — | | | 1,475 | | | 177,126 |
| Inventories | | | 43,482 | | | 42,236 | | | — | | | — | | | — | | | 85,718 |
| Total assets | | | 1,409,519 | | | 401,944 | | | 185,135 | | | 10,826 | | | 70,909 | | | 2,078,333 |
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
| Additions to non-current assets | | | — | | | 32,010 | | | 236 | | | — | | | 16 | | | 32,262 |
| Inventories | | | — | | | 36,136 | | | — | | | — | | | — | | | 36,136 |
| Total assets | | | — | | | 378,619 | | | 173,260 | | | 10,809 | | | 35,661 | | | 598,349 |
25.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.
To support its capital management objectives, the Company has a planning, budgeting and forecasting process in place to ensure necessary liquidity to meet its operating and growth plans.
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.
26.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 (such as publicly traded equity securities) is based on quoted (unadjusted) market prices as at the reporting date. The quoted market price used for financial assets held by the Company is the closing trading price on the reporting date. Such instruments are included in Level 1. |
|---|
Page 32
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| Level 2. | The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, we include that instrument in Level 2. |
|---|---|
| Level 3. | If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. |
| --- | --- |
The carrying values of cash, accounts receivable, trade payables and accrued liabilities, and restricted cash approximate their fair values due to the short-term nature of the instruments.
At December 31, 2025, the carrying values and fair values of our financial instruments by category were as follows:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | Fair value | |||||||
| | | | | Carrying | | | | | | | ||||
| | | Classification | | value | | Level 1 | | Level 2 | | Level 3 | ||||
| Financial assets | | | | | | | | | | | | | | |
| Cash | | Amortized cost | | $ | 420,776 | | | — | | | — | | | — |
| Accounts receivable | | FVPTL | | | 6,251 | | | 58 | | | 6,193 | | | — |
| Restricted cash | | Amortized cost | | | 2,305 | | | — | | | — | | | — |
| Derivative assets | | FVTPL | | | 32,000 | | | — | | | 32,000 | | | — |
| | | | | | | | | | | |||||
| Financial liabilities | | | | | | | | | | |||||
| Trade payables and accrued liabilities | | Amortized cost | | | 101,618 | | | — | | | — | | | — |
| Credit facility (note 15(a)) | Amortized cost | | | 184,144 | | | — | | | 185,000 | | | — | |
| Convertible notes | | Amortized cost | | | 171,591 | | | — | | | 175,000 | | | — |
| Derivative liabilities (note 13) | FVTPL | | 200,137 | | — | | 200,137 | | — |
At December 31, 2024, the carrying values and fair values of our financial instruments by category were as follows:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | Fair value | |||||||
| | | | | Carrying | | | | | | | ||||
| | | Classification | | value | | Level 1 | | Level 2 | | Level 3 | ||||
| Financial assets | | | | | | | | | | |||||
| Cash | Amortized cost | | $ | 160,849 | | | — | | | — | | | — | |
| Accounts receivable | Amortized cost | | | 65 | | | — | | | — | | | — | |
| Restricted cash | | Amortized cost | | | 763 | | | — | | | — | | | — |
| Derivative assets | FVTPL | | | 3,387 | | | — | | | 3,387 | | | — | |
| | | | | | | | | | | | ||||
| Financial liabilities | | | | | | | | | | | ||||
| Trade payables and accrued liabilities | | Amortized cost | | | 21,608 | | | | | | | | | |
| Derivative liabilities | FVTPL | | | 249 | | | — | | | 249 | | | — |
The fair values of the Credit Facility and the convertible notes were 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 December 31, 2025 was estimated at $185.0 million using a discount rate of 7.4%. The fair value of the convertible notes at December 31, 2025 was estimated at $175.0 million using a discount rate of 8.3%.
We determined that no transfers occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period. Page 33
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (b) | Financial risk management |
|---|---|
| (i) | Credit risk |
| --- | --- |
Credit risk is the risk of an unexpected loss if a customer or third party to financial instruments fails to meet its contractual obligations. The Company’s material exposure to credit risk is limited to its cash, trade receivables, and derivative assets.
Our cash is held at large financial institutions in interest bearing accounts, and we mitigate credit risk related to derivative assets by entering into transactions with long-standing, reputable counterparties. We believe that the credit risk related to our cash, trade receivables, and derivative assets are low. The Company’s maximum exposure to credit risk is the carrying value of these items.
| (ii) | Liquidity risk |
|---|
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities settled by delivering cash or other financial assets.
At December 31, 2025, our financial liabilities had expected maturity dates as follows:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Between | | Between | | | | | | | ||
| | | Less than | | 3 months and | | 1 year and | | More than | | | | ||||
| | | 3 months | | 1 year | | 3 years | | 3 years | | Total | |||||
| Financial liabilities | | | | | | | | | | | |||||
| Trade payables and accrued liabilities | | $ | 101,618 | | $ | — | | $ | — | | $ | — | | $ | 101,618 |
| Lease obligations | | 1,536 | | 3,835 | | 5,843 | | 449 | | 11,663 | |||||
| Credit facility | | | 8,153 | | | 24,111 | | | 174,327 | | | — | | | 206,591 |
| Convertible notes | | | 2,219 | | | 6,781 | | | 27,000 | | | 201,455 | | | 237,455 |
| Derivative liabilities | | | — | | | 181,877 | | | 18,260 | | | — | | | 200,137 |
| | | $ | 113,526 | | $ | 216,604 | | $ | 225,430 | | $ | 201,904 | | $ | 757,464 |
At December 31, 2024, our financial liabilities had expected maturity dates as follows:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Between | | Between | | | | | | | ||
| | | Less than | | 3 months and | | 1 year and | | More than | | | |||||
| | | 3 months | | 1 year | | 3 years | | 3 years | | Total | |||||
| Financial liabilities | | | | | | | | | | | |||||
| Trade payables and accrued liabilities | | $ | 21,608 | | $ | — | | $ | — | | $ | — | | $ | 21,608 |
| Lease obligations | | 251 | | 742 | | 1,442 | | — | | 2,435 | |||||
| Derivative liabilities | | | — | | | — | | | — | | | 249 | | | 249 |
| | | $ | 21,859 | | $ | 742 | | $ | 1,442 | | $ | 249 | | $ | 24,292 |
We manage liquidity by anticipating and maintaining adequate cash balances to meet liabilities as they become due. We review cash forecasts on a regular basis to determine whether the Company will have sufficient cash to meet future working capital needs.
| (iii) | Market risk |
|---|
Market risk is the risk that the fair value of the Company’s financial instruments will fluctuate due to changes in market prices. The market risks to which the Company’s financial instruments are exposed are commodity price risk, currency risk, and interest rate risk. Page 34
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
Commodity price risk
Commodity price risk is the risk of fluctuations in prevailing market commodity prices. Revenues from mining operations, net income, gold forward contracts derivative financial instruments and trade receivables may be affected by changes in commodity prices.
The table below summarizes the impact on pre-tax income for changes in commodity prices on revenue and the fair value of derivative instruments had realized gold and silver prices, as well as gold forward prices,been 10% greater than actual.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Increase in revenue | | $ | 105,788 | | $ | 34,392 |
| Increase in fair value adjustments loss on financial instruments | | — | | (35,915) | ||
| | | $ | 105,788 | | $ | (1,523) |
For provisionally priced trade receivables, had realized gold and silver prices, as well as gold forward prices been 10% greater than actual, the Company’s revenue would increase by $0.9 million (2024 - $nil).
Currency risk
The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in United States dollars.
Our financial instruments are held in Canadian dollars, US dollars, and Mexican pesos. As such, our Canadian- and Mexican-currency denominated accounts and balances are subject to fluctuations against the US dollar. Our financial instruments were denominated in the following currencies as at December 31, 2025:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Canadian | | | | | | | |
| | | dollars | | US dollars | | Mexican pesos | |||
| **** | | (thousands) | | (thousands) | | (thousands) | |||
| Cash | | $ | 59,228 | | $ | 376,998 | | $ | 10,164 |
| Accounts receivable | | 4,516 | | 6,557 | | 2,145 | |||
| Restricted funds | | 2,121 | | 509 | | — | |||
| Derivative assets | | | — | | | 32,000 | | | — |
| Trade payables | | (58,957) | | (6,973) | | (197,888) | |||
| Accrued liabilities | | (53,035) | | (4,976) | | (39,355) | |||
| Derivative liabilities | | | — | | | (200,137) | | | — |
| Credit facility | | | — | | | (184,144) | | | — |
| Convertible notes | | | — | | | (171,591) | | | — |
| Lease obligations | | (12,689) | | (248) | | (18,220) | |||
| Total foreign currency | | | (58,816) | | | (152,005) | | | (243,154) |
| Exchange rate | | 1.3706 | | 1.0000 | | 17.9667 | |||
| Equivalent US dollars | | $ | (42,912) | | $ | (152,005) | | $ | (13,534) |
Page 35
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
Our financial instruments were denominated in the following currencies as at December 31, 2024:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Canadian | | | | | | | |
| | | dollars | | US dollars | | Mexican pesos | |||
| **** | | (thousands) | | (thousands) | | (thousands) | |||
| Cash | | $ | 18,669 | | $ | 147,529 | | $ | 6,990 |
| Accounts receivable | | 94 | | 108 | | 778 | |||
| Restricted funds | | 25 | | 746 | | — | |||
| Derivative assets | | | — | | | 3,387 | | | — |
| Trade payables | | (3,882) | | (9,994) | | (126,241) | |||
| Accrued liabilities | | (477) | | (693) | | (36,806) | |||
| Derivative liabilities | | | — | | | (249) | | | — |
| Lease obligations | | (741) | | (375) | | (26,130) | |||
| Total foreign currency | | | 13,688 | | | 140,459 | | | (181,409) |
| Exchange rate | | 1.4388 | | 1.0000 | | 20.2683 | |||
| Equivalent US dollars | | $ | 9,513 | | $ | 140,459 | | $ | (8,950) |
We partially mitigate the Company’s exposure to Canadian dollar currency risk through forward exchange contracts designated as cash flow hedges. At December 31, 2025, the total notional amount of outstanding Canadian dollar forward contracts was C$132 million ($97.0 million), with settlement dates occurring monthly from January 2026 through November 2026. These contracts hedge a portion of highly probable forecasted Canadian dollar expenditures at the Musselwhite Mine (note 13(a)).
Based on the above net exposures as at December 31, 2025, and assuming that all other variables remain constant:
| ● | a 10% appreciation of the US dollar against the Canadian dollar would increase profit by $3.9 million (2024 – increase profit by $2.0 million) and |
|---|---|
| ● | a 10% appreciation of the US dollar against the Mexican peso would increase profit by $1.2 million (2024 – increase profit by $0.8 million) |
| --- | --- |
Interest rate risk
Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our interest rate exposure mainly relates to interest paid on the SOFR-based debt and interest earned on cash and term deposits.
A 100 basis points increase in interest rates would result in an increase of approximately $0.4 million (2024 - increase income by $1.3 million) to the Company’s income for the year ended December 31, 2025.
27.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 December 31, 2025, these outstanding purchase orders and contracts totaled approximately $11.2 million (December 31, 2024 – $0.6 million).
The Company is committed to making severance payments totaling approximately $9.7 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. Page 36
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (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.
28.INCOME TAXES
| (a) | Tax amounts recognized in profit or loss |
|---|
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 in Mexico, and (iv) withholding taxes attributable to intercompany dividends and 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. The Mexican Special Mining Duty changed from 7.5% to 8.5% effective January 1, 2025.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | ||
| | | December 31, | | December 31, | ||
| **** | | 2025 | | 2024 | ||
| Current income tax | | $ | 123,799 | | $ | 53,034 |
| Mexican Special Mining Duty | | | 18,370 | | | 16,010 |
| Ontario Mining Tax | | | 16,782 | | | — |
| Withholding taxes | | | 5,792 | | | 858 |
| Deferred income tax expense (recovery) | | | (9,425) | | | 15,722 |
| Deferred Mexican Special Mining Duty | | | 260 | | | 1,657 |
| Deferred Ontario Mining Tax | | | (1,426) | | | — |
| Tax expense | | $ | 154,152 | | $ | 87,281 |
Page 37
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (b) | Reconciliation of effective tax rate |
|---|
Income tax expense differs from the amount that would be computed by applying the applicable Canadian statutory income tax rate to income before income taxes. In 2025, the statutory income tax rate applicable to the Canadian parent entity was 26.8% (2024 - 26.8)%. The significant reasons for the differences are as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year ended | | Year ended | | ||
| | | December 31, | | December 31, | | ||
| **** | | 2025 | | 2024 | **** | ||
| Income before tax | | $ | 261,047 | | $ | 176,262 | |
| Statutory income tax rate | | 26.8 | % | 26.8 | % | ||
| | | | | | | | |
| Expected income tax | | $ | 69,961 | | $ | 47,240 | |
| Differences in tax rates between the Canadian parent and subsidiaries | | 3,279 | | 8,275 | | ||
| Items not deductible for tax purposes | | 2,382 | | 1,554 | | ||
| Share based compensation | | 2,451 | | 1,239 | | ||
| Change in unrecognized deductible temporary differences | | 24,375 | | 4,643 | | ||
| Revisions to prior period estimates | | | (1,381) | | | 716 | |
| Effect of changes in foreign exchange rates | | (7,527) | | 12,485 | | ||
| Inflationary adjustment and other | | (2,133) | | (2,680) | | ||
| Mining taxes | | | 24,331 | | | 12,189 | |
| Withholding tax expense | | | 5,792 | | | 858 | |
| Adjustment subject to initial recognition exemption | | | 727 | | | 762 | |
| Non-deductible mark-to-market adjustment on financial instruments | | | 31,895 | | | — | |
| Total income taxes | | $ | 154,152 | | $ | 87,281 | |
| Effective tax rate | | 59.1 | % | 49.5 | % |
| (c) | Unrecognized deductible temporary differences |
|---|
We recognize tax benefits on losses or other deductible amounts generated in tax jurisdictions where the probable criteria for the recognition of deferred tax assets has been met. The Company’s unrecognized deductible temporary differences for which no deferred tax asset is recognized consist of the following amounts.
| | | | | | | |
|---|---|---|---|---|---|---|
| **** | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Mineral properties and exploration expenditures | | $ | 131,230 | | $ | 110,034 |
| Equipment | | 1,178 | | 1,198 | ||
| Site closure provisions | | 15,725 | | 6,436 | ||
| Financing cost | | | 2,459 | | | 1,533 |
| Accrued liabilities | | 525 | | 935 | ||
| Convertible note | | | 13,580 | | | — |
| Non-capital losses | | | 93,372 | | | 60,808 |
| Capital losses | | 21,197 | | — | ||
| Intercompany debt | | | 34,706 | | | — |
| Other | | | 9,766 | | | 6,274 |
| Unrecognized deductible temporary differences | | $ | 323,738 | | $ | 187,218 |
Page 38
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (d) | Recognized deferred tax assets and liabilities |
|---|
Recognized deferred tax assets and liabilities are comprised of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Properties, plant and equipment | | $ | (281,008) | | $ | (20,846) |
| Inventory | | | (5,423) | | | (3,606) |
| Mining royalties | | | 1,768 | | | 1,169 |
| Accrued liabilities | | | 7,750 | | | 600 |
| Site closure provisions | | | 22,328 | | | — |
| Long term debt | | (1,324) | | — | ||
| Non-capital losses | | 651 | | 841 | ||
| Capital losses | | | 1,324 | | | — |
| Intercompany debt | | | (4,337) | | | — |
| Mining tax deduction | | | 11,409 | | | 4,994 |
| Derivatives assets and liabilities | | | — | | | (841) |
| Other | | 1,975 | | 117 | ||
| Recognized deferred tax assets (liabilities) | | $ | (244,887) | | $ | (17,572) |
| (e) | Temporary difference on investment in subsidiaries |
|---|
The temporary differences associated with investments in subsidiaries for which a deferred income tax liability has not been recognized, aggregate to $260 million(December 31, 2024 - $240 million). The Company has determined that the taxable temporary difference will not reverse in the foreseeable future.
| (f) | Tax losses |
|---|
Our tax losses have the following expiry dates.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | Tax losses | | December 31 | ||||
| | | | | expire in years | | 2025 | | 2024 | ||
| Operating losses | Canada | | 2028 to 2045 | | $ | 80,919 | | $ | 54,573 | |
| | Panama | | 2026 to 2030 | | 918 | | 712 | |||
| | United States | | indefinite | | 16,857 | | 8,982 | |||
| Capital losses | | Canada | | Indefinite | | | 31,077 | | | 3,930 |
(g)Pillar Two Global Minimum Tax
The OECD Pillar Two framework establishes a global minimum effective tax rate of 15% for multinational enterprises (“MNE”) with consolidated revenues of 750 million euros or more in at least two of the four immediately preceding fiscal years. Canada enacted the Global Minimum Tax Act in June 2024, implementing these rules for qualifying Canadian-headquartered MNE groups.
The Company’s consolidated revenues did not exceed the 750 million euro threshold in any of the four fiscal years preceding December 31, 2025. Accordingly, the Company is not subject to Pillar Two minimum top-up taxes for the year ended December 31, 2025. We have neither recognized nor disclosed deferred tax assets or liabilities which may arise from Pillar Two income taxes.
In 2025, the Company’s consolidated revenues exceeded the 750 million euro threshold for the first time. If consolidated revenues continue to exceed 750 million euros in fiscal year 2026, the Company will satisfy the “two-of-four-year” threshold and become subject to Pillar Two top-up taxes beginning January 1, 2027. We are currently assessing the potential impact of the Pillar Two rules on the Company’s future tax position, including a review of the effective tax rates in each jurisdiction in which the Company operates.
Page 39
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
29.EVENTS AFTER THE REPORTING PERIOD
(a)Partial conversion of convertible notes
Subsequent to the reporting period, convertible notes with a face value of $18.7 million was converted into 3,313,920 common shares (note 15(b)).
(b)Revolving facility principal payment
Subsequent to the reporting period, the Company made a principal repayment of $30 million on the Revolving Facility (note 15(a)).
(c)Contingent consideration payment
Subsequent to the reporting period, the Company made a payment of $20 million in respect of the Contingent consideration liability (note 12).
(d)Exercise of warrants
Subsequent to the reporting period, the Company issued common shares pursuant to the exercise of warrants (note 19(b)).
30.MATERIAL ACCOUNTING POLICIES
We have applied the accounting policies set out below consistently to all periods presented in these financial statements.
The significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty arising in the preparation of these consolidated financial statements are discussed in note 32.
(a)Foreign currencies
Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of each entity at the exchange rates in effect on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate in effect at the date of the transaction. Foreign currency differences are generally recognized in profit or loss.
Translation to presentation currency
These consolidated financial statements are presented in United States dollars (“US dollar”, or “USD”).
The presentation currency may differ from the functional currency of the parent company or its subsidiaries. We translate the assets and liabilities of entities with functional currencies other than the US dollar into US dollars at the official central bank exchange rates in effect on the reporting date. The results of operations of those entities are translated into US dollars at the average exchange rates in effect during the reporting period. We recognize the foreign currency differences which arise from translation in other comprehensive (loss) income.
When we dispose of an entity in its entirety, or partially such that we have lost control, we reclassify the cumulative amount in the translation reserve related to that operation to profit or loss as part of the gain or loss on disposal. Page 40
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
Functional currency
The functional currency of each of the Company’s principal operating subsidiaries, all of which are wholly owned, is the United States dollar. The functional currency of the parent company, Orla Mining Ltd., is also United States dollars.
The Company’s principal operating subsidiaries are Musselwhite Mine Ltd, Minera Camino Rojo SA de CV, Minera Cerro Quema SA, and Gold Standard Ventures (US) Inc.
| (b) | Cash and cash equivalents |
|---|
Cash and cash equivalents include cash on hand, demand deposits, and money market instruments, with maturities from the date of acquisition of three months or less, which are readily convertible to known amounts of cash and are subject to insignificant changes in value.
(c)Inventories
Inventories include production inventory, and materials and supplies inventory.
All inventories are valued at the lower of average cost or net realizable market value (“NRV”). NRV is calculated using the estimated price at the time of sale based on prevailing and forecast metal prices less estimated future production costs to convert the inventory into saleable form and associated selling costs. Any write-downs of inventory to its NRV are included in cost of sales in the period. If there is a subsequent increase in the value of inventory, the previous write-downs to NRV are reversed to the extent that the related inventory has not yet been sold.
We classify inventory we do not expect to use within one year as non-current.
Production inventory
Production inventory consists of stockpiled ore, in-process inventory, and finished goods. These are valued at the lower of weighted average cost and estimated NRV.
The value of all production inventories includes direct production costs and attributable overhead, and depreciation incurred to bring the materials to their current point in the processing cycle.
Stockpiled ore represents unprocessed ore that has been extracted from the mine but not yet processed. The value of stockpiled ore is based on the costs incurred, including depreciation, in bringing the ore to the stockpiles. Costs are added to the stockpiled ore based on current mining costs per recoverable ounce and are removed at the average cost per recoverable ounce in the stockpile. We classify stockpiled ore that we do not expect to process within the next twelve months as non-current.
In-process inventory represents ore that is being treated on the leach pads and in the processing plant to extract the contained metals and to convert them to a saleable form. Estimates of recoverable metal in the leach pads are calculated based on the measured tonnes of ore placed on the leach pads, the grades of ore placed on the leach pads (based on assays), and estimated recovery percentages (based on estimated recovery assumptions). We involve internal and external laboratory and metallurgy specialists in determining the grades of ore placed on the leach pads and the estimated recovery percentages we use in estimating the ounces of recoverable metal in our in-process inventories. The nature of the leaching process inherently limits the ability to precisely monitor leach pad inventory levels. Accordingly, we refine estimates based on engineering studies or actual results achieved over time. The ultimate recovery of metals from the leach pads will not be known until the leaching process is concluded at the end of the mine life.
The cost of in-process inventory is derived from current mining, crushing, stacking, leaching and plant costs, less the cost of metals transferred to finished goods inventory during the period at the weighted average cost per recoverable ounce.
Finished goods inventory is metal in the form of doré bars that have been poured and are ready to be shipped to a refiner. Page 41
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
Costs are transferred from finished goods inventory and recorded as cost of sales when the refined metal is sold.
Materials and supplies inventory
Materials and supplies inventories consist primarily of parts and consumables required in the mining and ore processing activities. Materials and supplies inventories are measured at the lower of weighted average cost and NRV. Cost includes purchase price, freight, and other directly attributable costs. We record provisions to reduce the carrying value of materials and supplies inventories when we determine such materials and supplies are obsolete or unusable.
(d)Mineral properties and related construction
We capitalize costs directly related to development or construction projects until the asset is available for use in the manner intended by us (“commercial production”), after which we move these costs to “producing mineral properties”.
We assess the stage of a mine under development and construction to determine when the mine is substantially complete and ready for its intended use. The criteria we use to assess when the mine is ready for its intended use are determined based on the unique nature of each mine construction project, such as the complexity of the project and its location. We consider various technical and physical performance criteria to assess when the production phase is considered to have commenced.
When we conclude that a mine under development and construction has commenced commercial production, we reclassify all balance sheet amounts from “Mineral properties and related construction” to balance sheet captions “Producing mineral properties” and “Plant and equipment”.
We do not record depreciation until the mine is substantially complete and available for its intended use.
When a mine development project moves into the production phase, we:
| ● | stop capitalizing certain mine development costs, and we treat such costs as either (i) part of the cost of inventory or (ii) we expense them, |
|---|---|
| ● | stop capitalizing borrowing costs, |
| --- | --- |
| ● | commence depreciation of the producing mineral property, |
| --- | --- |
| ● | continue to capitalize costs relating to mining asset additions or improvements, and costs related to the development of mineable reserves. |
| --- | --- |
(e)Producing mineral properties
Producing mineral properties consist of costs transferred from “Mineral properties under construction” when a mining property reaches commercial production, and acquired mining properties in the production stage.
When a mine construction project moves into the production stage, we cease capitalizing mine construction costs. Upon commencement of commercial production, we charge production costs to metal-in-process inventory, although we capitalize costs related to (1) property, plant and equipment additions or improvements, (2) open pit stripping activities that provide a future benefit, or (3) expenditures that meet the criteria for capitalization in accordance with IAS 16 Property, Plant and Equipment.
Drilling and related costs for an ore body where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting mineralized material to proven and probable reserves are capitalized. All other drilling and related costs are expensed as incurred. Page 42
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
Stripping costs
In open pit mining operations, it is necessary to incur costs to remove waste material in order to access the ore body, which is known as stripping. Stripping costs incurred prior to the production stage of a mineral property (pre-stripping costs) are capitalized as part of the carrying amount of the related mineral property.
During the production phase of an open pit mine, stripping costs incurred that provide improved access to ore that will be produced in future periods and that would not have otherwise been accessible are capitalized to deferred stripping asset. The costs qualifying for capitalization are those costs directly incurred to perform the stripping activity that provides or improves access to the identified component of ore, plus an allocation of directly attributable overhead costs, which are determined using a strip ratio methodology. The strip ratio represents the ratio of the estimated total volume of waste material to the estimated total quantity of economically recoverable ore of the mineral reserves for which access has been provided or improved. The deferred stripping asset is capitalized as part of the carrying amount of the mineral property. Capitalized stripping costs are amortized based on the estimated recoverable ounces contained in mineral reserves that directly benefit from the stripping activities. Costs for waste removal that do not give rise to future economic benefits are included in cost of sales.
Depletion and depreciation
Depletion commences once the mineral property is capable of operating in the manner intended by management. Producing mineral properties are depleted on a units-of-production basis over the estimated useful life of the mine. This depletion is calculated using the ratio of (i) gold ounces produced from the mine in the period, over (ii) the total gold ounces expected to be produced in current and future periods.
Major capital works projects conducted after the mine commences commercial production are not depreciated until such works are completed and put into use in a manner intended by management.
We review depreciation methods, remaining useful lives and residual values at least annually and we account for changes in estimates prospectively.
Impairment
At the end of each reporting period, we review our mineral properties, and related plant and equipment to determine whether there is any indication that these assets are impaired. If any such indication exists, we estimate the recoverable amount. If the asset’s carrying amount exceeds its recoverable amount, we recognize an impairment loss in profit or loss.
We assess impairment at the cash-generating unit (“CGU”) level, which is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets. Each individual mining interest that is an operating mine is typically a CGU.
The recoverable amount of a mine is the greater of an asset’s fair value less costs to dispose (“FVLCD”) and value in use (“VIU”). FVLCD is defined as the amount that would be obtained from the sale of the asset in an orderly transaction between market participants at the measurement date. VIU is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and from its ultimate disposal.
Mineral properties, and plant and equipment that have been impaired are tested for possible reversal of the impairment when events or changes in circumstances indicate that the recoverable amount of the associated CGU has increased. When an impairment loss reverses in a subsequent period, the revised carrying amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset previously, less subsequent depletion and depreciation. Reversals of impairment losses are recognized in profit or loss in the period in which the reversal occurs. Page 43
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (f) | Exploration and evaluation (“E&E”) expenditures |
|---|
Exploration and evaluation expenditures include the search for mineral resources, and the determination of technical feasibility, and assessment of the commercial viability of, an identified mineral resource. Activities include acquisition of rights to explore; topographical, geological, geochemical and geophysical studies; exploratory drilling; trenching; sampling; and evaluation of the technical feasibility and commercial viability of extracting a mineral resource.
We capitalize as exploration and evaluation assets the acquisition costs of exploration properties (whether acquired in a business combination or through an acquisition of assets).
We expense all other E&E expenditures, including non-refundable advance royalty payments.
Exploration and evaluation properties are subsequently measured at cost less accumulated impairment.
When the technical feasibility and economic viability of a project are demonstrable, funding is in place, and a positive development decision is made, we test the mineral property for impairment and transfer the costs to “Mineral properties and related construction”. We capitalize subsequent expenditures on the project.
We credit any consideration received pursuant to farm-out agreements related to E&E properties against the carrying amount of the E&E asset, with any excess consideration greater than the carrying amount being credited to profit or loss.
We assess exploration and evaluation properties for impairment when indicators and circumstances suggest that the carrying amount may exceed its recoverable amount. Typical indicators of impairment include:
| ● | the period for which we have the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; |
|---|---|
| ● | substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; |
| --- | --- |
| ● | exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and we have decided to discontinue such activities in the specific area; |
| --- | --- |
| ● | sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full via successful development or by sale. |
| --- | --- |
If any such indication exists, we estimate the recoverable amount of the asset to determine the extent of the impairment. Where it is not possible to estimate the recoverable amount of an individual asset, we estimate the recoverable amount of the cash generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, we discount the estimated future cash flows to their present value using a pre‐tax discount rate that reflects current market assessments of the time value of money and the risks specific to the E&E asset. If we estimate the recoverable amount of an asset to be less than its carrying amount, we recognize an impairment loss in profit or loss for the period.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior years. We recognize reversals of impairment immediately in profit or loss. Page 44
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (g) | Property, plant and equipment |
|---|
Equipment is initially recognized at cost. Cost includes purchase price, directly attributable costs, and the estimated present value of any future costs of decommissioning and removal. Equipment is carried at cost, net of accumulated depreciation and impairments. We depreciate equipment to their residual values over their estimated useful lives, as follows:
| | |
|---|---|
| · | Mine equipment — Straight line over useful life, typically ranging from 3 to 10 years. |
| · | Plant equipment and related buildings — Units-of-production, over mineral reserves and the mineral resources included in the current life of mine plan. |
| · | Other equipment — Straight line over useful life |
| · | Office equipment — Straight line over useful life |
| · | Vehicles — Straight line over useful life, typically 4 years |
| · | Hardware and software — Straight line over useful life, typically 3 years |
| (h) | Leases |
|---|
At the inception of a contract, we assess whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, we consider whether:
| ● | the contract involves the use of an identified asset, either explicitly or implicitly, including consideration of supplier substitution rights; |
|---|---|
| ● | we have the right to obtain substantially all the economic benefits from the use of the asset throughout the period of use; and |
| --- | --- |
| ● | we have the right to direct the use of the asset. |
| --- | --- |
We recognize a right-of-use (“ROU”) asset, which is initially measured based on the initial amount of the lease liability plus any initial direct costs incurred less any lease incentives received. We depreciate the ROU asset to the earlier of the end of the useful life or the lease term using either the straight-line or units-of-production method, depending on which method more accurately reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if we determine the Company is reasonably likely to exercise the option.
We initially measure the lease liability at the present value of the lease payments that are not yet paid as of the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. We then measure the lease liability at amortized cost using the effective interest method and remeasure it when there is a change in future lease payments.
We apply the short-term lease (defined as leases with an initial lease term of 12 months or less) and low-value asset recognition exemptions. For these leases, we recognize the lease payments an expense over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
| (i) | Asset retirement and site closure obligations |
|---|
We record an asset retirement and site closure obligation when a legal or constructive obligation exists as a result of past events and we can make a reliable estimate of the undiscounted future cash flows required to satisfy the asset retirement and site closure obligation. Such costs include decommissioning or dismantling plant and equipment, and reclamation, closure, and post-closure monitoring of the property.
The estimated future cash flows are discounted to a net present value using an applicable risk-free interest rate. We accrete the provision for asset retirement and site closure obligations over time to reflect the unwinding of the discount and charge the accretion expense to profit or loss for the period. Page 45
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
We remeasure the asset retirement and site closure obligation at the end of each reporting period for changes in estimates or circumstances, such as changes in legal or regulatory requirements, increased obligations arising from additional disturbance due to mining and exploration activities, changes to cost estimates, and changes to risk-free interest rates.
Asset retirement and site closure obligations related to exploration and evaluation activities are expensed. Asset retirement and site closure obligations relating to “mineral properties and related construction”, and to exploration and evaluation properties, are initially capitalized with a charge to the related mineral property. Changes to the obligation which arise as a result of changes in estimates and assumptions are also accounted for as changes in the carrying amounts of related mining property.
(j)Revenue
The Company’s primary source of revenue is the sale of refined gold and silver. The Company’s performance obligations relate primarily to the delivery of refined gold and silver to its customers.
Revenue related to the sale of metal is recognized when the customer obtains control of the metal. In determining whether the Company has satisfied a performance obligation, we consider whether (i) the Company has a present right to payment, (ii) the Company has transferred physical possession of the metal to the customer; (iii) the customer has the significant risks and rewards of ownership of the metal; and (iv) the customer has legal title to the metal.
We sell refined gold and silver primarily to refiners, bullion banks or members of the London Bullion Market Association (“LBMA”). The sales price is fixed on the date of sale based on spot price or by mutual agreement. We recognize revenue from sales of gold and silver at the time when risk and rewards of ownership and title transfers to the customer, which typically coincides with the date that the customer remits payment. Under certain contracts with customers the transfer of control may occur when the gold or silver is in transit from the mine to the refinery. At this point in time, the customer has legal title to and the risk and rewards of ownership of the gold or silver; therefore, the customer is able to direct the use of and obtain substantially all of the remaining benefits from the gold or silver.
Revenue from refined sales is recognized net of treatment and refining charges.
(k)Deferred revenue
The Company recognizes deferred revenue in the event it receives payments from customers in consideration for future commitments to deliver metals and before such sale meets the criteria for revenue recognition. The Company will recognize amounts in revenue as the metals are delivered to the customer.
Interest on deferred revenue is recognized in interest and accretion expense. The interest rate is determined based on the rate implicit in the arrangement at inception or acquisition.
Specifically, for the silver stream agreement arising from the acquisition of Gold Standard Ventures Corp., the initial consideration received was considered variable, subject to changes in the total silver ounces to be delivered. As silver is delivered, we will amortize deferred revenue to revenue using ounces of silver sold over the estimated total ounces of silver expected to be delivered over the life of mine.
| (l) | Share based payments |
|---|
Stock options, restricted share units (“RSUs”), performance share units (“PSUs”), and deferred share units (“DSUs”)
The Company grants stock options, and awards RSUs, PSUs and DSUs to employees, officers and directors from time to time. At the date of grant or award, we estimate the fair values of the stock options, RSUs, PSUs and DSUs which will eventually vest. These estimated fair values are recognized as share-based compensation expense over the specific vesting periods, with a corresponding increase to reserves, a component of equity, for equity-settled instruments and an increase to liabilities for cash-settled instruments. Page 46
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
We determine the fair value of stock options using a Black-Scholes option pricing model with market-related inputs as of the date of grant. The fair value of RSUs and DSUs is the market value of the underlying shares as of the date of award. The fair value of PSUs is determined using a Monte Carlo valuation model at the date of grant. Cash-settled RSUs and PSUs are remeasured to fair value at the end of each reporting period. Stock option grants and RSU awards with several tranches of vesting are accounted for as separate awards with different vesting periods and fair values. We account for changes to the estimated number of awards that will eventually vest prospectively.
Bonus shares
The Company has issued bonus shares, which have vested upon the completion of a specified period of service. The fair value of the bonus shares is determined on the date of award; this fair value has been recognized in share-based compensation expense over the service period.
| (m) | Income taxes |
|---|
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.
Current tax
Current tax expense comprises the expected tax payable on taxable income for the year and any adjustment to income tax payable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any withholding tax arising from interest and dividends.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
| ● | temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination, and at the time of the transaction, affects neither the accounting profit nor taxable profit (tax loss); |
|---|---|
| ● | temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that we are able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and |
| --- | --- |
| ● | taxable temporary differences arising on the initial recognition of goodwill. |
| --- | --- |
We recognize deferred tax assets for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits are considered based on the business plans for the individual taxable entity. We review deferred tax assets at each reporting date and reduce them when we consider it no longer probable that the related tax benefit will be realized. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to apply to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset only when there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity which are expected to reverse in the same period or in the carried back/forward period as the expected reversal of the deductible temporary difference. Page 47
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (n) | Earnings (loss) per share |
|---|
Basic earnings (loss) per share is based on profit (loss) attributable to common shareholders, divided by the weighted average number of common shares outstanding during the reporting period.
Diluted earnings (loss) per share is based on profit (loss) attributable to common shareholders, divided by the weighted average number of common shares outstanding during the reporting period after adjusting for the effects of all dilutive potential ordinary shares.
(o)Business combinations
We account for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and when control is transferred to the Company. In determining whether a particular set of activities and assets is a business, we assess whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. We expense transaction costs as incurred, except if they are related to the issuance of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss.
Any contingent consideration is measured at estimated fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the portion to which the replacement awards relate to pre-combination service.
The results of businesses acquired during a reporting period are included in the consolidated financial statements starting from the date of acquisition.
(p)Financial instruments
Financial assets
We initially recognize financial assets when the Company becomes party to the contractual provisions of the instrument. Subsequent to initial recognition, we classify financial assets as measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”) after considering both our business model for managing the financial asset and the contractual cash flow characteristics of the financial asset.
A financial asset is measured at amortized cost if both of the following conditions are met:
| ● | the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and |
|---|---|
| ● | the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
| --- | --- |
Page 48
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
A financial asset is measured at FVOCI if both of the following conditions are met:
| ● | the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and |
|---|---|
| ● | the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
| --- | --- |
We may make an irrevocable election at initial recognition to carry at FVOCI particular investments in equity instruments that would otherwise be measured at FVTPL.
A financial asset is required to be measured at FVTPL unless it is measured at amortized cost or at FVOCI.
If we change our business model for managing financial assets, we reclassify all affected financial assets on a prospective basis, without restating any previously recognized gains, losses or interest.
If the asset is reclassified to fair value, we determine the fair value at the reclassification date, and recognize in profit or loss any gain or loss arising from a difference between the previous carrying amount and fair value.
Upon initial recognition, we measure a financial asset at its fair value. However, we measure trade receivables that do not have a significant financing component at their transaction price. After initial recognition, we measure financial assets at amortized cost, FVOCI, or FVTPL.
Changes in fair value of a financial asset that is carried at FVTPL are recognized in profit or loss, and changes in fair value of a financial asset that is carried at FVOCI are recognized in other comprehensive income, unless it is part of a hedging relationship.
Gains or losses on a financial asset that is carried at FVTPL are recognized in profit or loss, and gains or losses on a financial asset that is carried at FVOCI are recognized in other comprehensive income, unless it is part of a hedging relationship. A gain or loss on a financial asset that is measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the asset is derecognized, impaired, amortized, or reclassified.
Financial liabilities
We initially recognize financial liabilities when the Company becomes party to the contractual provisions of the instrument. At initial recognition, we measure each financial liability at its fair value. In the case of a financial liability not at FVTPL, we deduct transaction costs that are directly attributable to the issuance of the financial liability.
Subsequent to initial recognition, we classify and measure all financial liabilities at amortized cost using the effective interest method, except for financial liabilities at FVTPL.
We may, at initial recognition, irrevocably designate a financial liability as measured at FVTPL.
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host, with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. A derivative that is attached to a financial instrument but is contractually transferable independently of that instrument, or has a different counterparty, is not an embedded derivative, and is treated as a separate financial instrument.
Impairment
We recognize a loss allowance for expected credit losses on financial assets, based on lifetime expected credit losses. Page 49
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
For the Company’s trade receivables, we determine the lifetime expected losses for all of our trade receivables. The expected lifetime credit loss provision for the Company’s trade receivables is based on historical counterparty default rates and we adjust for relevant forward-looking information if necessary.
Derivative instruments designated as cash flow hedges
On initial designation of a derivative as a cash flow hedge, the Company documents the relationship between the hedging instrument and hedged item and assesses the effectiveness of the hedging instrument in offsetting the changes in the cash flows attributable to the hedged risk and whether the forecast transaction is highly probable. Subsequent assessments are performed on to determine that the hedging instruments have been effective throughout the reporting periods for which they were designated.
The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading of hedge reserve, limited to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss.
Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item. If the hedged forecast transaction results in the recognition of a non - financial asset or a non - financial liability, the gains and losses previously recognized in other comprehensive income and accumulated in equity are removed from equity and included in the initial measurement of the cost of the non - financial asset or non - financial liability. This transfer does not affect other comprehensive income.
If the Company expects that some or all of the loss accumulated in the hedge reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss.
The Company discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria. This includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognised in other comprehensive income and accumulated in the hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified immediately to profit or loss.
31.NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
At the date of authorization of these consolidated financial statements, certain new standards, amendments and interpretations to IFRS Accounting Standards had been issued by the IASB but were not yet effective for the year ended December 31, 2025 and have not been early adopted by the Company. We have assessed the relevance of these pronouncements and, unless noted otherwise, we do not expect their adoption to have a material impact on our consolidated financial statements.
IFRS 18 «Presentation and Disclosure in Financial Statements»
IFRS 18 was issued in April 2024 and replaces IAS 1 «Presentation of Financial Statements». IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted.
IFRS 18 introduces new requirements for the presentation and disclosure of information in financial statements, including:
| ● | defined subtotals in the statement of profit or loss; |
|---|---|
| ● | classification of income and expenses into operating, investing and financing categories; |
| --- | --- |
| ● | enhanced disclosure requirements for management-defined performance measures; and |
| --- | --- |
Page 50
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| ● | revised principles for aggregation and disaggregation of information. |
|---|
We have commenced our assessment of the impact of IFRS 18, including an evaluation of required changes to the presentation of the consolidated income statement and related disclosures. Based on the work performed to date, we expect that the adoption of IFRS 18 will primarily affect the presentation and disclosure of information in the consolidated financial statements and we do not expect it to have a material impact on the recognition or measurement of the Company’s assets, liabilities, income or expenses. We continue to assess the detailed requirements of IFRS 18, including any system or process changes required to support the new presentation and disclosure requirements.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments
These amendments are effective for annual reporting periods beginning on or after January 1, 2026. The amendments clarify aspects of the classification and measurement of financial instruments, including derecognition of certain financial liabilities settled through electronic payment systems and related disclosure requirements. The Company is still assessing the impact of these amendments on our consolidated financial statements.
Other amendments and annual improvements
Other amendments and annual improvements to IFRS Accounting Standards issued by the IASB but not yet effective are not expected to have a material impact on the Company’s consolidated financial statements.
| 32. | SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES |
|---|
The preparation of these consolidated financial statements in conformity with IFRS Accounting Standards requires us 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.
| (a) | Significant judgements in applying accounting policies |
|---|
In applying our accounting policies, we have made the following judgements that have the most significant effect on the amounts recognized in these consolidated financial statements:
Business combination accounting - Musselwhite Mine
We exercised judgement in determining that the February 28, 2025, acquisition of Musselwhite Mine Ltd. constituted a business as defined in IFRS 3, rather than an asset acquisition. This assessment required consideration of whether the acquired set of activities and assets included substantive processes that, together with the acquired inputs, were capable of contributing to the creation of outputs.
In making this determination, we considered that the acquisition included an operating underground mine with an established workforce, mining and processing infrastructure, operating permits, life - of - mine plans and the ability to generate outputs in the form of gold production. We concluded that these elements represented more than a collection of assets.
We also exercised judgement in identifying the assets acquired and liabilities assumed and in determining which items met the recognition criteria at the acquisition date, including site closure obligations, deferred tax balances and other acquisition - date adjustments. These judgements affected the recognition, measurement and subsequent accounting of the acquired assets and liabilities.
Gold prepay arrangements
We exercised judgement in determining the appropriate accounting for the gold prepay arrangements entered into in connection with the Musselwhite acquisition. This required evaluation of whether the arrangements represented financial liabilities within the scope of IFRS 9 or contracts with customers within the scope of IFRS 15. Page 51
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
In making this determination, we considered the contractual terms, including the requirement to deliver specified quantities of gold over time, the absence of any contractual obligation or economic compulsion to settle the arrangements in cash, and our intent and ability to deliver gold from our own production. Based on this assessment, we concluded that the gold prepay arrangements represent contracts with customers and recognized the upfront consideration received as deferred revenue, to be recognized in revenue as gold is delivered.
Convertible notes and related instruments
The Company issued convertible notes as part of the financing for the acquisition. We exercised judgement in evaluating the contractual terms of the convertible notes and related instruments issued as part of the acquisition financing to determine their appropriate classification and measurement under IAS 32 and IFRS 9.
This assessment required us to identify and separate the components of the overall arrangement, including the host debt liability, the holders’ conversion option, the Company’s redemption right and the warrants issued in connection with the notes. We also exercised judgement in assessing whether the warrants met the “fixed - for - fixed” equity classification criterion in IAS 32, taking into account the Company’s functional currency.
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 component of equity 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».
Assessment of impairment indicators
We apply judgement in assessing whether indicators of impairment exist for our exploration and evaluation (“E&E”) properties and for our mineral properties that would require an impairment test.
For E&E properties, we consider factors such as our rights to explore, planned expenditures, changes in mineral resources and mineral reserves, metal prices, costs, market capitalization and interest rates to determine whether the carrying amount may not be recoverable.
For mineral properties, we consider external factors such as changes in technology, markets, economic conditions, legal and regulatory environments and interest rates, as well as internal factors including operating performance, life-of-mine plans, plans to discontinue or restructure operations, restrictions on access and political or environmental considerations.
We also apply judgement in assessing title to, and renewal of, mineral concessions, including situations where renewal applications have been submitted and are awaiting approval. In making this assessment, we consider customary practices in the applicable jurisdictions, our continued compliance with regulatory requirements and the ongoing acceptance of our activities by the relevant authorities.
Hedge accounting
We exercised judgement in determining that forecast Canadian-dollar expenditures are highly probable and therefore eligible for hedge accounting, and that the designated foreign exchange forward contracts are expected to be highly effective in offsetting changes in the related cash flows.
Functional currency
We determined the functional currency of the Company and its subsidiaries based on the primary economic environment in which each entity operates. During the year, we reassessed the functional currency of the parent entity in connection with the acquisition of Musselwhite Mine and the resulting changes in our operations and financing activities. Page 52
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
Effective February 28, 2025, the functional currency of the parent entity, Orla Mining Ltd, changed from Canadian dollars to United States dollars, following the acquisition of Musselwhite Mine Ltd. and the entering into of a gold prepay facility. These events resulted in the majority of the parent entity’s revenues, costs, and financing activities being denominated in US dollars. In accordance with IAS 21, this change is accounted for prospectively, with all assets, liabilities, and equity of Orla Mining Ltd. translated into US dollars at the exchange rate on that date.
Exposure to future variable lease payments
The Company is exposed to future cash outflows not reflected in lease liabilities, primarily related to variable lease payments. The majority of our mining contractor arrangements are variable in nature, and we expect this structure to continue for the foreseeable future.
| (b) | Key sources of estimation uncertainty |
|---|
The following assumptions and estimates have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year:
Fair value of assets acquired and liabilities assumed in a business combination
The fair value of assets acquired and liabilities assumed in a business combination is a significant estimate. Upon the acquisition of Musselwhite Mine Ltd, we were required to recognize the identifiable assets acquired and liabilities assumed at their acquisition date fair values in accordance with IFRS 3. Determining those fair values required us to apply valuation techniques and significant assumptions, particularly for property, plant and equipment, inventory, site closure obligations and deferred tax balances.
The fair values assigned to property, plant and equipment, and mineral property interests, required significant estimates regarding mineral reserves and mineral resources, future production profiles, long-term gold prices, operating and capital costs, metallurgical recoveries, foreign exchange rates, discount rates and the expected remaining mine life.
The fair value of inventory required estimates of quantities, grades, recoveries and selling prices less costs to complete and sell.
The measurement of site closure obligations required estimates of the timing and amount of future closure cash flows, inflation rates and discount rates.
Deferred tax amounts recognized on acquisition were affected by the estimated fair values allocated to the underlying assets and liabilities and the related tax bases.
These estimates are inherently uncertain and could change as additional information becomes available. The use of different assumptions could have resulted in materially different amounts being recognized on acquisition.
Mineral resource and mineral reserve estimates
Mineral resource and mineral reserve estimates represent a key source of estimation uncertainty. These estimates affect the determination of technical feasibility and commercial viability, depreciation and depletion of producing assets, impairment assessments and the timing and measurement of site closure and rehabilitation provisions. Changes in geological interpretation, mining performance, metallurgical recovery, operating and capital cost assumptions, permitting considerations or commodity prices could result in material adjustments.
Valuation of production inventory
The valuation of production inventory, including the determination of its net realizable value, requires significant estimates. In heap leach operations, these estimates include tonnes stacked, rock densities, grades, recovery rates and leach kinetics used to Page 53
ORLA MINING LTD.
Notes to the Consolidated Financial Statements
Years ended December 31, 2025 and 2024
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
estimate recoverable metal on the leach pad. Changes in these assumptions may result in adjustments to inventory balances and cost of sales.
Impairment of non-current assets
When impairment testing is required, recoverable amounts are estimated using valuation techniques that involve assumptions regarding metal prices, production profiles, operating and capital costs, discount rates, foreign exchange rates, mineral reserve and resource estimates and closure costs. Changes in these assumptions could result in a material adjustment.
Site closure and rehabilitation provisions
Site closure and rehabilitation provisions are measured at the present value of estimated future cash outflows. Significant estimates include the timing and extent of closure activities, future cost estimates, inflation assumptions and discount rates. Changes in these estimates could result in a material adjustment.
Fair value of financial instruments
Certain financial instruments are measured at fair value using valuation techniques that incorporate assumptions such as discount rates, credit spreads, share price volatility and expected lives. Changes in these assumptions could result in material changes in fair value.
Contingent consideration
Contingent consideration arising from the Musselwhite acquisition is measured at fair value at each reporting date, with changes recognized in profit or loss. Measurement requires estimates of future gold prices and other valuation inputs. Changes in these estimates could result in a material adjustment.
Deferred revenue
Deferred revenue related to gold prepay arrangements is recognized as revenue when gold is delivered. The timing of revenue recognition depends on estimates of future delivery schedules and production forecasts. Changes in these estimates could affect the timing of revenue recognition.
Income taxes
The determination of income tax expense and related balances requires estimates and judgement, including the expected manner of recovery and settlement of assets and liabilities and the interpretation of tax legislation. Changes in estimates or the outcome of tax audits could result in a material adjustment.
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.
Recoverability of indirect taxes
Indirect taxes recoverable are recognized based on our estimate of amounts expected to be recovered from tax authorities. Changes in legislation, audit outcomes or recovery expectations could result in a material adjustment.
Page 54
Exhibit 99.4
CERTIFICATION
I, Jason Simpson, certify that:
| 1. | I have reviewed this annual report on Form 40-F of Orla Mining Ltd.; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
| --- | --- |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| (c) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| (d) | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| --- | --- |
| 5. | The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
| --- | --- |
| Date: March 19, 2026 | /s/ Jason Simpson |
| --- | --- |
| Jason Simpson | |
| President and Chief Executive Officer |
CERTIFICATION
I, Etienne Morin, certify that:
| 1. | I have reviewed this annual report on Form 40-F of Orla Mining Ltd.; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
| --- | --- |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| (c) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| (d) | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| --- | --- |
| 5. | The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
| --- | --- |
| Date: March 19, 2026 | /s/ Etienne Morin |
| --- | --- |
| Etienne Morin | |
| Chief Financial Officer |
Exhibit 99.5
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Orla Mining Ltd. (the “Company”) on Form 40-F for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason Simpson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: March 19, 2026 | /s/ Jason Simpson |
|---|---|
| Jason Simpson | |
| President and Chief Executive Officer |
This certification accompanies the annual report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of §18 of the Securities Exchange Act of 1934, as amended.
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Orla Mining Ltd. (the “Company”) on Form 40-F for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Etienne Morin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: March 19, 2026 | /s/ Etienne Morin |
|---|---|
| Etienne Morin | |
| Chief Financial Officer |
This certification accompanies the annual report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of §18 of the Securities Exchange Act of 1934, as amended.
Exhibit 99.6
ORLA MINING LTD.
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
This Code of Business Conduct and Ethics (the “Code”) applies to all employees, officers and members of the Board of Directors (the “Board”) of Orla Mining Ltd. (the “Company” or “Orla”) as well as consultants and contractors to the Company (each a “Representative”). The Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all Representatives. Consultants and contractors retained by the Company are expected to conduct themselves in accordance with these principles in their activities relating to the Company. It is the responsibility of the employee, director or officer retaining a consultant or contractor to ensure that they are aware of the contents of this Code and that the consultant or contractor agrees to abide by its provisions in its dealings with and on behalf of the Company.
The Company requires high standards of professional and ethical conduct from all Representatives. Our reputation for honesty, integrity and accountability is important for the success of our business.
Representatives will be held accountable for their adherence to the Code. Failure to observe the terms of the Code may result in disciplinary action, up to and including termination of employment, engagement or removal from the Board of Directors. Violations of the Code may also constitute violations of law and may result in civil or criminal penalties.
REPRESENTATIVES WHO ARE IN A SITUATION THAT THEY BELIEVE MAY VIOLATE OR LEAD TO A VIOLATION OF THIS CODE ARE ENCOURAGED TO TALK TO SUPERVISORS, MANAGERS OR OTHER APPROPRIATE PERSONNEL ABOUT THE BEST COURSE OF ACTION TO TAKE IN A PARTICULAR SITUATION.
If any provision of this Code conflicts with local law, the provisions of local law apply.
| 1. | COMPLIANCE AND REPORTING |
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Compliance with all applicable laws and regulations is essential to the conduct of the Company’s business and is the foundation on which the Company’s ethical standards are built. Representatives have a responsibility to meet and exceed the standards contemplated in the laws and regulations of each country in which the Company operates. Orla expects Representatives to take all reasonable action to prevent a violation of this Code, to identify and immediately raise potential ethical issues facing Orla and to seek guidance when necessary.
If a Representative has any questions regarding the best course of action to take in a particular situation or suspects a possible violation of a law, regulation or of this Code, then such person should promptly contact the Chief Financial Officer who, depending on the issue raised will convey any concern to the Chair of the Audit Committee or to the Chief Executive Officer as the case
may require. Every reasonable effort will be made to ensure the confidentiality of those furnishing information. Concerns which regard the Chief Financial Officer should be addressed to the Chair of the Audit Committee. If an employee, officer or director prefers to report an allegation or ethical issue anonymously, he or she must provide enough information about the incident or situation to allow the Chief Financial Officer or the Chair of the Audit Committee, as the case may be, to investigate properly.
Orla encourages Representatives to raise possible ethical issues and will not tolerate retaliatory action against any individual for raising legitimate concerns or questions regarding ethics matters or for reporting suspected violations in good faith.
| 2. | CONFLICTS OF INTEREST |
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All Representatives have an obligation to act in the best interests of Orla.
A “conflict of interest” occurs when an individual’s private interest improperly interferes, or appears to interfere, with the interests of Orla. A conflict situation can arise when an individual (i) has personal interests that conflict, or appear to conflict, in any way, with the interests of the Company; (ii) takes action for his or her direct or indirect benefit or the direct or indirect benefit of a third party that is in conflict with the interests of the Company; (iii) receives, directly or indirectly, improper personal benefits as a result of his or her position in the Company; or (iv) takes actions or has private interests that may make it difficult to perform his or her work objectively and effectively.
Any activity that could give rise to conflicts of interest is prohibited unless specifically approved in advance. Where a conflict involves a Board member (e.g. where a Board member has an interest in a material contract or material transaction involving the Company), the Board member involved will be required to disclose his or her interest to the Board and refrain from voting on the matter giving rise to the conflict, in accordance with applicable law. Where a conflict involves a senior officer, approval of the Board will be required. Where a conflict involves an employee or a consultant, approval of a member of senior management will be required.
It is not always easy to determine whether a conflict of interest exists. In the event that any potential conflict of interest arises, and the individual involved is an employee of the Company, the individual involved must immediately notify his or her direct supervisor who may contact a senior officer of the Company, if appropriate. If the individual is an officer or director of the Company, he or she must immediately notify a senior officer or director of the Company who will assess the issue with, if necessary, the advice of legal counsel.
| 3. | CORPORATE OPPORTUNITIES |
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Representatives are prohibited from taking for themselves personally opportunities that arise as a result of their position with the Company except where the Board, after receiving the necessary information concerning such opportunity and receiving advice of legal counsel, has elected not to avail itself of the opportunity in compliance with applicable corporate law.
If a Representative has any doubt as to whether any activity they are contemplating violates this requirement, he or she must refer the issue to a member of senior management who will assess the issue with, if necessary, the advice of legal counsel.
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| 4. | FAIR DEALING / COMPETITIVE PRACTICES |
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Representatives should endeavour to deal fairly with Orla’s counterparties, suppliers, competitors and their employees. No Representative may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
The Company firmly believes that fair competition is fundamental to the continuation of the free enterprise system. The Company complies with and supports laws that prohibit restraint of trade, unfair practices or abuse of economic power. Accordingly, the Company will not enter into arrangements that unlawfully restrict its ability to compete with other businesses, or the ability of any other business organization to compete freely with the Company. The Company’s policy also prohibits it from entering into or discussing any unlawful arrangement or understanding that may result in unfair business practices or anticompetitive behaviour.
| 5. | DOMESTIC AND FOREIGN OFFICIALS |
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The Company specifically prohibits bribery of public officials and third parties and requires compliance with all anti-corruption and other applicable laws in the countries where the Company does business, including, but not limited to, the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act (United States) (together, the “Acts”).
Such laws make it illegal for any person, in order to obtain or retain an advantage in the course of business, directly or indirectly, to offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a domestic or foreign public official or to any person for the benefit of a public official. Foreign public officials include persons holding a legislative, administrative or judicial position of a foreign state, persons who perform public duties or functions for a foreign state (such as persons employed by board, commissions or government corporations), officials and agents of international organizations, foreign political parties and candidates for office.
Although “facilitated payments” or certain other transactions may be exempted or not illegal under applicable law, the Company’s policy is to avoid them. Even the appearance of impropriety in dealing with public officials is improper and unacceptable. Representatives who have questions about the application of this policy to a particular situation, should contact a senior officer of the Company who, with the advice of counsel as necessary, will determine acceptability from both a legal and a corporate policy point of view.
A violation of anti-corruption laws, including the Acts, is a criminal offence, subjecting the Company to substantial fines and penalties and any Representative acting on behalf of the Company to imprisonment and fines. Violation of this policy may result in disciplinary actions up to and including discharge from the Company. Please refer to the Company’s Anti-Corruption and Anti-Bribery Policy for further details.
| 6. | GIFTS & ENTERTAINMENT |
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Representatives should not use their position with the Company for personal gain or to obtain a personal benefit from other employees or from those doing or seeking to do business with the Company. Actions taken and decisions made must be on an impartial and objective assessment of the facts in each situation, free from the influence of gifts, which may adversely affect one’s judgment.
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Customers, suppliers, contractors, consultants and others doing or seeking to do business with the Company must be selected and dealt with in an impartial manner, without favour or preference based upon any considerations other than the best interests of the Company. Therefore, Representatives cannot accept or provide, directly or indirectly, for personal benefit, payments, services, loans, other compensation or benefits from or to a customer, supplier, contractor, consultant, or other individual or entity that does or seeks to do business with, or is a competitor of, the Company if it could reasonably be considered to be extravagant and/or improperly influencing the Company’s business relationship with, or creating an obligation to, the recipient.
This prohibition does not prevent Representatives from accepting or providing modest gifts or entertainment that are customarily provided to foster important business relationships and which do not (and could not reasonably be perceived to) influence business decisions or compromise our independent judgment. The following are guidelines regarding gifts and entertainment:
| (a) | Modest gifts, such as logo items, pens, calendars, caps, shirts and mugs are acceptable; |
|---|---|
| (b) | Reasonable invitations to business-related meetings, conventions, conferences or product training seminars may be accepted; |
| --- | --- |
| (c) | Invitations to social, cultural or sporting events may be accepted if the cost is reasonable and attendance serves a customary business purpose such as networking (e.g. meals, holiday parties and tickets); and |
| --- | --- |
| (d) | Invitations to golfing, fishing, sports events or similar trips that are usual and customary for the Representative’s position within the Company and the industry and promote good working relationships with customers and suppliers may be accepted. |
| --- | --- |
| 7. | INSIDER TRADING |
| --- | --- |
Representatives should be aware that there are statutory prohibitions against and penalties for buying or selling shares when the Representative is aware of material information about Orla that has not yet been made public. Information that could reasonably be expected to affect the market price or value of Orla’s shares is considered to be “material information.”
Securities laws ban using material information that has not been disclosed to the public when buying or selling shares (“insider trading”) and passing on this information to others for their use when buying or selling shares (“tipping”). For example, giving confidential information to a relative or friend, who then buys or sells shares of Orla based on that information, is illegal on the part of both parties.
Representatives are required to, among other things, (i) always maintain the confidentiality of all material undisclosed information about the Company; (ii) never trade in securities of the Company when aware of material undisclosed information about the Company; and (iii) always comply with the rules and procedures set out in this Code and all securities laws and regulations.
Insider trading and tipping are serious violations of the law and can result in severe penalties and criminal charges, including imprisonment. Please refer to Orla’s Insider Trading Policy for further details.
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| 8. | CONFIDENTIAL INFORMATION |
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Representatives should keep all confidential information in strict confidence, except when disclosure is expressly authorized by the Company or legally mandated or permitted under Section 16 of this Code. Confidential information includes, among other things, all non-public information that may be of use to competitors, or harmful to the Company, if disclosed. It also includes information that suppliers and partners have entrusted to the Company and its Representatives.
Inquiries from the press, media, investors, or the public regarding Orla should only be answered by the officers or employees designated to respond to such inquiries under the Company’s Corporate Disclosure Policy.
A Representative’s obligation to safeguard Orla’s confidential information continues after his or her employment with the Company ends.
See the Company’s Corporate Disclosure Policy for further details.
| 9. | HARASSMENT OR DISCRIMINATION |
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The Company is committed to fostering a work environment of mutual respect and tolerance for diversity and will not tolerate and is dedicated to preventing bullying and harassment of any kind.
Examples of conduct or comments that might constitute bullying or harassment include verbal aggression or insults, unwanted physical contact, sexual advances with or without actual or implied work-related consequences, sexual jokes or innuendos, calling someone derogatory names, harmful hazing or initiation practices, vandalizing personal belongings and spreading malicious rumours.
The Company also supports the principle that every individual must be accorded an equal opportunity in all aspects of employment. The Company is committed to maintaining a work environment free from discriminatory practices of any kind. The Company expressly prohibits discrimination against any employee or applicant because of race, religion, color, sex, sexual orientation, age, national or ethnic origin, or physical disability (unless demands of the position are prohibitive).
No Representative shall engage in any behaviour which would, directly or indirectly, discriminate based upon race, religion, color, sex, sexual orientation, age, national or ethnic origin, or physical disability.
Any individual who believes that he or she has been subjected to bullying, harassment or discrimination should immediately contact a member of senior management of the Company or the Human Resources Department. The alleged bullying, harassment or discrimination will be thoroughly investigated and documented by the Company and appropriate action will be taken. Subject to its need to investigate and take action as a result of the investigation, Orla will maintain confidentiality of concerns raised, the reporter, the person named in the report, and any third parties referenced, to the extent practical. See the Company’s Workplace Bullying, Harassment and Violence Policy for additional details.
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| 10. | ENVIRONMENT, HEALTH AND SAFETY |
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Orla believes that sound environmental and occupational health and safety management practices are in the best interests of its business, its employees, its shareholders, and the host communities where it operates. Orla is committed to conducting its business in accordance with recognized industry standards and applicable environmental and occupational health and safety laws and regulations.
We expect all Representatives to promote a positive working environment for all and to consult and comply with all Company rules regarding workplace conduct and safety. All individuals should immediately report any unsafe or hazardous conditions or materials, injuries, and accidents connected with Orla’s business and any activity that compromises Company security to such individual’s supervisor or a member of management. Representatives are prohibited from working under the influence of any substances or behaving in any way that would impair the safety of others. See the Company’s Environment, Health and Safety Policy, Social Responsibility Policy, Indigenous Peoples Policy and Climate Change Policy for additional detail.
| 11. | HUMAN RIGHTS |
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The Company is committed to respecting internationally recognized human rights, across all of its projects and operations. The recognition of, and respect for, human rights is an essential component of the Company’s conduct and ethical values and underlies its commitment to ethical business conduct and corporate social responsibility wherever it operates. The Company seeks to integrate human rights best practices into the Company’s management, business relationships, governance structures and programs.
The Company expects all Representatives to respect the human rights of all stakeholders and local communities in which the Company conducts business. The Company also expects its suppliers to prevent child and forced or compulsory labour and other forms of modern slavery, avoid discrimination and observe workers’ rights by respecting freedom of expression. No human rights violation by the Company or any Representative will be tolerated. Please refer to the Company’s Human Rights Policy for additional detail.
| 12. | PROTECTION AND PROPER USE OF ORLA ASSETS |
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All Representatives should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s operations. Any suspected incidents of fraud or theft should be immediately reported to an individual’s supervisor or to a member of senior management for investigation.
Company assets, such as funds, products or computers, mineral samples and data may only be used for legitimate business purposes or other purposes approved by management. Company assets may never be used for illegal purposes. Representatives may not use materials, equipment or other assets of the Company for any unauthorized purpose. Representatives ceasing employment or engagement with the Company shall return all documents, data and other property belonging to the Company, including without limitation, computer hardware and software, databases, cellular phones, credit cards, books, etc.
| 13. | INTEGRITY OF RECORDS AND FINANCIAL DISCLOSURE |
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As a public company, it is of critical importance that the Company’s financial filings with the appropriate regulatory authorities be accurate and timely. Depending on their position with the Company, an employee, officer or director may be called upon to provide necessary information
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to ensure that the Company’s public financial and other reports are complete, fair and understandable. Representatives must comply with prescribed accounting, internal accounting, and auditing procedures and controls at all times. All records must accurately reflect and properly describe the transactions they record. All assets, liabilities, revenues and expenses must be properly recorded on a timely basis in the books of the Company. Every Representative must be vigilant in preventing fraud and dishonesty, and report immediately any evidence of wrongdoing.
If a Representative has concerns or complaints regarding accounting or auditing issues, he or she is encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action and, if appropriate, submit those concerns to the Chief Financial Officer who, depending on the issue raised will convey any concern to the Chair of the Audit Committee or the Chief Executive Officer as the case may require.
| 14. | USE OF E-MAIL AND INTERNET SERVICES |
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E-mail and internet systems are provided to help Representatives do work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose and shall not interfere with Representative’s duties. Additionally, “flooding” systems with junk mail and trivia hampers the ability of our systems to handle legitimate Company business and is prohibited. Access, transmission and downloading of any information that could be insulting or offensive to another person, such as sexually explicit messages, racial, ethnic or sexual slurs, or messages that could be viewed as harassment are expressly prohibited.
E-mail and internet systems and electronic data contained therein are the property of the Company and there is no expectation of privacy for those who use these systems. Unless prohibited by law, the Company reserves the right to access and disclose information contained on information technology systems as necessary for business purposes.
| 15. | COMPLIANCE AND REPORTING |
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The Company expects Representatives to take all responsible steps to prevent a violation of this Code. Any Representative who observes or otherwise becomes aware of any illegal or unethical behaviour shall report the violation as soon as reasonably possible. Representatives are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action to take in a particular situation.
The Company has adopted an internal Whistleblower Policy that provides for a formal process for submitting complaints, with the ability to submit such reports on an anonymous basis. In connection with this policy, the Company has set up an independent and confidential alternative reporting channel (web access: www.orlamining.confidenceline.net; telephone access: 1-800-661-9675 (Canada and the United States) or 800-062-2572 (Mexico toll free)), which is available in English and Spanish, may be used anonymously and is administered by an independent third party to protect confidentiality and ensure proper escalation and follow-ups. All reports received will be treated with confidentiality to the extent permitted by law. All efforts will be made to ensure that the report and the identity of the reporter are only known to those directly involved in the assessment or investigation of the case.
Employees are expected to cooperate in internal investigations of misconduct. These matters will be treated with discretion and diligence. If you wish to report an allegation anonymously, you must provide enough information about the incident or situation to allow the Company to investigate properly.
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It is the policy of the Company not to allow retaliation for reports made of violations of this Code by others made in good faith. Retaliation in any form against an individual who reports a violation of this Code in good faith, or who assists in the investigation of a reported violation, is itself a serious violation of this Code. Acts of retaliation should be reported immediately to the individual’s supervisor or senior management, and the persons involved will be disciplined appropriately.
| 16. | PERMITTED GOVERNMENT DISCLOSURES |
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While the Company would prefer that employees report their concerns regarding actual or perceived unethical or unlawful conduct or practices internally, nothing in this Code prohibits or limits any employee or their counsel from initiating communications directly with, responding to any inquiry from, or volunteering information to any relevant government regulatory or law enforcement agency (including, without limitation, the U.S. Securities and Exchange Commission, the Canadian Securities Administrators, the Department of Justice, the Royal Canadian Mounted Police, the Commodities Futures Trading Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration and provincial Labour Relations Boards and Occupational Health and Safety branches) regarding suspected violations of law. No employee is required to notify or seek permission from the Company before engaging in such activity. The Company will not tolerate any retaliation for raising concerns or complaints to government agencies. Additionally, nothing in this Code prohibits or restricts any employee from exercising any employee rights under the National Labor Relations Act.
| 17. | WAIVERS OF THIS CODE |
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From time to time, Orla may waive certain provisions of this Code. Waivers generally may be granted only by the Chief Executive Officer or the Chief Financial Officer. However, any waiver of the provisions of this Code for directors and executive officers, including the Chief Executive Officer and Chief Financial Officer may be made only by the Board or a committee of the Board and may be disclosed to shareholders as required by applicable rules and regulations.
| 18. | CERTIFICATION |
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Each employee, officer and director will be required to certify on an annual basis that he or she has read this Code and is in compliance with it. The Code of Business Conduct and Ethics Certification Form attached to this Code as Schedule “A” will be distributed annually.
ADOPTED AND APPROVED BY THE BOARD ON DECEMBER 6, 2016.
AMENDED AND APPROVED BY THE BOARD ON AUGUST 23, 2018.
FURTHER AMENDED AND APPROVED BY THE CORPORATE GOVERNANCE & NOMINATING COMMITTEE AND THE BOARD ON NOVEMBER 12, 2020.
FURTHER AMENDED AND APPROVED BY THE CORPORATE GOVERNANCE & NOMINATING COMMITTEE AND THE BOARD ON NOVEMBER 13, 2023.
FURTHER AMENDED AND APPROVED BY THE CORPORATE GOVERNANCE & NOMINATING COMMITTEE AND THE BOARD ON NOVEMBER 11, 2025.
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Schedule “A”
ORLA MINING LTD.
Code of Business Conduct and Ethics Certification
I acknowledge that I have reviewed the Code of Business Conduct and Ethics (the “Code”) of Orla Mining Ltd. (the “Company”) and understand that I have an obligation to fully adhere to these policies and principles. I certify that I have not violated the provisions of the Code and, after due enquiry, I am not aware of any violations of the Code by other persons within my area of responsibility.
In particular, I acknowledge and affirm that in carrying out my responsibilities, I agree to adhere to the Code and I further agree that I have not, and will not, and will ensure that no person acting on my behalf or at my direction will, offer, promise, pay, or give, or authorize the offer, promise, payment, or giving of, any financial or other advantage, including money or anything of value, whether by direct or indirect means, to any person for the purpose of obtaining or retaining business, inducing that person or any other person to act, rewarding him/her for acting, or securing an improper advantage, improperly or otherwise. I certify that I have no knowledge that I or anyone acting on my behalf or at my direction has engaged or is engaging in such activities.
I also certify that I am using my best efforts to effectively implement the Code in a prompt and timely manner. I understand that I will be subject to disciplinary actions, including potential termination of my relationship and/or employment with the Company as a result of breaching any provision of the Code.
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| By: | | |
| | Signature | |
| | | |
| | Printed Name | |
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| Date: | | |
Exhibit 99.7
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-272171 and 333-290273 on Form S-8 and Registration Statement No. 333-290267 on Form F-10 and to the use of our reports dated March 19, 2026, relating to the financial statements of Orla Mining Ltd. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 40-F for the year ended December 31, 2025.
| /s/ Deloitte LLP | |
|---|---|
| | |
| Chartered Professional Accountants | |
| Vancouver, Canada | |
| March 19, 2026 | |
Exhibit 99.8
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our Firm under the caption “Interest of Experts”, and to the incorporation by reference in the following Registration Statements:
| 1. | Registration Statement on Form S-8 no. 333-272171 |
|---|---|
| 2. | Registration Statement on Form S-8 no. 333-290273 |
| --- | --- |
| 3. | Registration Statement on Form F-10 no. 333-290267 |
| --- | --- |
of Orla Mining Ltd. (the “Company”) and the use herein of our report dated March 18, 2025, with respect to the consolidated balance sheet as of December 31, 2024 and the consolidated statements of income and comprehensive income, changes in equity and cash flows for the year ended December 31, 2024 included in this Annual Report on Form 40-F.
| /s/ Ernst & Young LLP | |
|---|---|
| | |
| Chartered Professional Accountants | |
| Vancouver, Canada | |
| March 19, 2026 | |
Exhibit 99.9
Consent of J. Andrew Cormier
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, J. Andrew Cormier, consent to the use of and reference to my name, including as an expert or “qualified person”, and the inclusion and incorporation by reference in the Annual Report, of the information prepared by me, that I supervised the preparation of, or that was reviewed or approved by me that is of a scientific or technical nature and all other references to such information included or incorporated by reference in the Annual Report, including all information of a scientific or technical nature included or incorporated by reference in the Annual Report not otherwise covered by any other named expert therein.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273)in each case as amended.
| | /s/ J. Andrew Cormier |
|---|---|
| | J. Andrew Cormier, P.Eng. |
| | Orla Mining Ltd. |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.10
Consent of Sylvain Guerard
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Sylvain Guerard, consent to the use of and reference to my name, including as an expert or “qualified person”, and the inclusion and incorporation by reference in the Annual Report, of the information prepared by me, that I supervised the preparation of, or that was reviewed or approved by me that is of a scientific or technical nature, including, without limitation, information in the report entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico” dated effective September 30, 2025, and all other references to such information included or incorporated by reference in the Annual Report, including all information of a scientific or technical nature included or incorporated by reference in the Annual Report not otherwise covered by any other named expert therein.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | /s/ Sylvain Guerard |
|---|---|
| | Sylvain Guerard, P. Geo. |
| | Orla Mining Ltd. |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.11
Consent of Stephen Ling
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Stephen Ling consent to: (i) the inclusion and incorporation by reference in the Annual Report of information derived or summarized from the report entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico” dated effective September 30, 2025, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; (ii) the inclusion and incorporation by reference in the Annual Report of the mineral reserve estimate for the Camino Rojo Oxide Mine as at December 31, 2025, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (iii) the use of and reference to my name, including as an expert or "qualified person", and my involvement in the preparation of such information, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273)in each case as amended.
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|---|---|
| | /s/ Stephen Ling |
| | Stephen Ling, P. Eng. |
| | Orla Mining Ltd. |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.12
Consent of Jack Lawson
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Jack Lawson, Mine Engineering Superintendent, Musselwhite Mine, consent to: (i) the inclusion and incorporation by reference in the Annual Report of the mineral reserve estimate for the Musselwhite Mine as at December 31, 2025 (the “Technical Disclosure”) that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and reference to my name, including as an expert or "qualified person", and my involvement in the preparation of the Technical Disclosure, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
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|---|---|
| | /s/ Jack Lawson |
| | Jack Lawson |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.13
Consent of Mark Williams
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Mark Williams, Chief Geologist, Musselwhite Mine, consent to: (i) the inclusion and incorporation by reference in the Annual Report of the mineral resource estimate for the Musselwhite Mine as at December 31, 2025 (the “Technical Disclosure”) that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and reference to my name, including as an expert or "qualified person", and my involvement in the preparation of the Technical Disclosure, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | |
|---|---|
| | /s/ Mark Williams |
| | Mark Williams |
| | |
| | |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.14
Consent of Ryan Wilson
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Ryan Wilson, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective November 18, 2024, entitled “Technical Report – Musselwhite Mine, Ontario, Canada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | |
|---|---|
| | /s/ Ryan Wilson |
| | Ryan Wilson, P.Geo. |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.15
Consent of David Frost
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, David Frost, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective November 18, 2024, entitled “Technical Report – Musselwhite Mine, Ontario, Canada”, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; (ii) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2025, entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico”, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (iii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of such information in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | |
|---|---|
| | /s/ David Frost |
| | David Frost, FAusIMM |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.16
Consent of Daniel M. Gagnon
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Daniel M. Gagnon, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective November 18, 2024, entitled “Technical Report – Musselwhite Mine, Ontario, Canada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | /s/ Daniel M. Gagnon |
|---|---|
| | Daniel M. Gagnon, P. Eng. |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.17
Consent of James (Jim) Theriault
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, James (Jim) Theriault, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective November 18, 2024, entitled “Technical Report – Musselwhite Mine, Ontario, Canada”, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; (ii) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2025, entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico”, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (iii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of such information in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | /s/ James (Jim) Theriault |
|---|---|
| | James (Jim) Theriault, P. Eng. |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.18
Consent of WSP Canada Inc.
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), WSP Canada Inc. (“WSP”) hereby consents to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective November 18, 2024, entitled “Technical Report – Musselwhite Mine, Ontario, Canada” (the “Technical Report”), or portions thereof that WSP prepared, supervised the preparation of, or reviewed and approved, including, without limitation, the information previously prepared, supervised, or reviewed and approved by its former employee; and (ii) the use of and references to its name.
WSP also consents to the use of its name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
WSP is the former employer of Paul Gauthier, who is named as an author of the Technical Report. WSP employed Paul Gauthier at the date of the signing of the Technical Report.
| | |
|---|---|
| | WSP CANADA INC. |
| | |
| | /s/ Maegan Ayotte |
| | Maegan Ayotte |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.19
Consent of Paul Palmer
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Paul Palmer, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective November 18, 2024, entitled “Technical Report – Musselwhite Mine, Ontario, Canada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | /s/ Paul Palmer |
|---|---|
| | Paul Palmer, P.Eng. |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.20
Consent of William Richard McBride
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, William Richard McBride, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective November 18, 2024, entitled “Technical Report – Musselwhite Mine, Ontario, Canada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | |
|---|---|
| | /s/ William Richard McBride |
| | William Richard McBride, P.Eng. |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.21
Consent of Marie-Christine Gosselin
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Marie-Christine Gosselin, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2025, entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico”; or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; (ii) the inclusion and incorporation by reference in the Annual Report of the mineral resource estimate for the Camino Rojo Oxide Mine as at December 31, 2025; and (iii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of such information, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273),in each case as amended.
| | |
|---|---|
| | /s/ Marie-Christine Gosselin |
| | Marie-Christine Gosselin, P. Geo |
| | |
| | Dated: March 19, 2026 |
Exhibit 99.22
Consent of Andrew Boushy
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Andrew Boushy, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2025, entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or "qualified person", and my involvement in the preparation of the Technical Report, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273),in each case as amended.
| | | /s/ Andrew Boushy |
|---|---|---|
| | | Andrew Boushy, P. Eng. |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.23
Consent of Caleb Cook
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Caleb Cook, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2025, entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273),in each case as amended.
| | | /s/ Caleb Cook |
|---|---|---|
| | | Caleb Cook, P.E. |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.24
Consent of Andrew Kelly
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Andrew Kelly, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2025, entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273),in each case as amended.
| | | /s/ Andrew Kelly |
|---|---|---|
| | | Andrew Kelly, P. Eng. |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.25
Consent of Patrick McCann
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Patrick McCann, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2025, entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273),in each case as amended.
| | | /s/ Patric McCann |
|---|---|---|
| | | Patric McCann |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.26
Consent of Frank Palkovits
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Frank Palkovits, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2025, entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273),in each case as amended.
| | | /s/ Frank Palkovits |
|---|---|---|
| | | Frank Palkovits |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.27
Consent of Luis Vasquez
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Luis Vasquez, consent to: (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2025, entitled “NI 43-101 Technical Report, Camino Rojo Project, Zacatecas State, Mexico” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report, in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273),in each case as amended.
| | | /s/ Luis Vasquez |
|---|---|---|
| | | Luis Vasquez, P. Eng. |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.28
Consent of Matthew Sletten
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Matthew Sletten, consent to the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2026, entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | | /s/ Matthew Sletten |
|---|---|---|
| | | Matthew Sletten, P.Eng. |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.29
Consent of Benjamin Bermudez
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Benjamin Bermudez, consent to the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2026, entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | | /s/ Benjamin Bermudez |
|---|---|---|
| | | Benjamin Bermudez, P.Eng. |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.30
Consent of Michael S. Lindholm
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Michael S. Lindholm, consent to the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2026, entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | | /s/ Michael S. Lindholm |
|---|---|---|
| | | Michael S. Lindholm, CPG |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.31
Consent of Thomas Dyer
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Thomas Dyer, consent to the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2026, entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or "qualified person", and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | | /s/ Thomas Dyer |
|---|---|---|
| | | Thomas Dyer, P. Eng. |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.32
Consent of Gary (Joe) Petersen
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Gary (Joe) Petersen, consent to the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2026, entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada”, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | | /s/ Gary (Joe) Petersen |
|---|---|---|
| | | Gary (Joe) Petersen, SME-RM, QP |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.33
Consent of Ray Walton
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Ray Walton, consent to the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2026, entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | | /s/ Ray Walton |
|---|---|---|
| | | Ray Walton, P. Eng. |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.34
Consent of Richard DeLong
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I, Richard DeLong, consent to the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2026, entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | | /s/ Richard DeLong |
|---|---|---|
| | | Richard DeLong, QP-MMSA, RG, PG |
| | | |
| | | |
| | | Dated: March 19, 2026 |
Exhibit 99.35
Consent of Warren Black
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I Warren Black, consent to the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2026, entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | | /s/ Warren Black |
|---|---|---|
| | | Warren Black, MSc, P. Geo. |
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| | | Dated: March 19, 2026 |
Exhibit 99.36
Consent of Michael Dufresne
In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Orla Mining Ltd. (the “Company”) for the year ended December 31, 2025 (collectively, the “Annual Report”), I Michael Dufresne, consent to the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report dated effective September 30, 2026, entitled “South Railroad Project, NI 43-101 Feasibility Study Update, Elko County, Nevada” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or “qualified person”, and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report.
I also consent to the use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement (No. 333-290267) on Form F-10, Registration Statement on Form S-8 (File No. 333-272171) and Registration Statement on Form S-8 (File No. 333-290273), in each case as amended.
| | | /s/ Michael Dufresne |
|---|---|---|
| | | Michael Dufresne, M.Sc., P.Geol., P.Geo. |
| | | |
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| | | Dated: March 19, 2026 |