6-K

Orla Mining Ltd. (ORLA)

6-K 2025-12-04 For: 2025-12-03
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 6-K

Report ofForeign Private Issuer

Pursuantto Rule 13****a-16 or 15d-16

UNDER theSecurities Exchange Act of 1934

For the month of December, 2025

Commission File Number: 001-39766

ORLA MINING LTD.

(Translation of registrant's name into English)

Suite 2020 - 666 Burrard Street

Vancouver,BC

V6C 2X8

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F    ☐   Form 40-F    ☒

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ORLA MINING LTD..
Date: December 3, 2025 /s/ Etienne Morin
Name: Etienne Morin<br><br> <br>Title:   Chief Financial Officer<br><br> <br><br> <br><br><br><br> <br><br><br> <br>****

EXHIBIT INDEX

Exhibit Description of Exhibit
99.1 Press Release dated December 3, 2025

Exhibit 99.1

News Release

Orla Mining Announces Inaugural Dividend and Quarterly Dividend Program

VANCOUVER, BC, Dec. 3, 2025 /CNW/ - OrlaMining Ltd. (TSX: OLA) (NYSE: ORLA) ("Orla" or the "Company") is pleased to announce that its Board of Directors has declared an inaugural quarterly cash dividend of US$0.015 per common share of the Company (the "Shares"), which is payable on February 10, 2026 to shareholders of record as at the close of business on the record date of January 12, 2026. The Board of Directors has also approved a policy under which the Company intends to pay a regular quarterly dividend of US$0.015 per Share, or US$0.06 per Share annually. The decision underscores the Company's strong financial strength, confidence in its long-term growth strategy, and commitment to returning capital to shareholders.

This new dividend policy is a direct reflection of the Company's disciplined approach to balancing strategic growth investments with direct shareholder returns. In particular, the Company is well positioned to fund the construction of the South Railroad Gold Project along with its other internal growth initiatives while also providing shareholder returns in the form of a dividend.

"This initial return of capital representsa significant milestone in Orla's growth. Our rapid evolution from exploration to a diversified gold producer reflects both the strengthof our strategy and the discipline of our execution. As construction of the South Railroad Project moves forward in 2026/2027, we willbe operating in three countries across North America with a continued focus on generating sustainable value for our shareholders."

-       Jason Simpson, President & CEO

The dividend is designated as an "eligible dividend" for Canadian income tax purposes.

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, debt covenant compliance, legal requirements and other factors considered relevant. As such, aside from the inaugural dividend, no assurance can be made that any future dividends will be declared and/or paid.

Based on the Company's closing share price of US$13.35 per share on the NYSE American on December 3, 2025, the quarterly dividend declared implies a forward annualized dividend yield of 0.45%. Based on 340 million shares outstanding as of December 3, 2025, the total dividend to be paid in February 2026 is expected to be approximately US$5.1 million.

About Orla Mining Ltd.

Orla's corporate strategy is to acquire, develop, and operate mineral properties where the Company's expertise can substantially increase stakeholder value. The Company has three material projects, consisting of two operating mines and one development project, all 100% owned by the Company: (1) Camino Rojo, in Zacatecas State, Mexico, an operating gold and silver open-pit and heap leach mine. The property covers over 139,000 hectares which contains a large oxide and sulphide mineral resource, (2) Musselwhite Mine, in Northwestern Ontario, Canada, an underground gold mine that has been in operation for over 25 years and produced over 6 million ounces of gold, with a long history of resource growth and conversion, and (3) South Railroad, in Nevada, United States, a feasibility-stage, open pit, heap leach gold project located on the Carlin trend in Nevada. The technical reports for the Company's material projects are available on Orla's website at www.orlamining.com, and on SEDAR+ and EDGAR under the Company's profile at www.sedarplus.ca and www.sec.gov, respectively.

For further information, please contact:

Jason Simpson

President & Chief Executive Officer

Andrew Bradbury

Vice President, Investor Relations & Corporate Development

www.orlamining.com

investor@orlamining.com

Forward-looking Statements

This news release contains certain "forward-lookinginformation" and "forward-looking statements" within the meaning of Canadian securities legislation and within the meaningof Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Exchange Act of 1934, as amended,the United States Private Securities Litigation Reform Act of 1995, or in releases made by the United States Securities and Exchange Commission,all as may be amended from time to time, including, without limitation, statements relating to the distribution of dividends to shareholdersof the Company; the periodic review of, and changes to, the Company's dividend policy; the declaration and payment of future dividends;the implied yield of the Company's dividend policy; the Company's ability to fund the South Railroad Project and future growth initiatives;and the construction of the South Railroad Project. Forward-looking statements are statements that are not historical facts which addressevents, results, outcomes or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimatesand opinions of the Company's management on the date the statements are made and they involve a number of risks and uncertainties. Certainmaterial assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding: assumptionsregarding the Company's ability to declare and distribute dividends; the future price of gold and silver; anticipated costs and the Company'sability to fund its programs; the Company's ability to carry on exploration, development, and mining activities; the Company's abilityto successfully integrate the Musselwhite Mine; tonnage of ore to be mined and processed; ore grades and recoveries; decommissioning andreclamation estimates; currency exchange rates remaining as estimated; prices for energy inputs, labour, materials, supplies and servicesremaining as estimated; the Company's ability to secure and to meet obligations under property agreements, including the layback agreementwith Fresnillo plc; that all conditions of the Company's credit facility will be met; the timing and results of drilling programs; mineralreserve and mineral resource estimates and the assumptions on which they are based; the discovery of mineral resources and mineral reserveson the Company's mineral properties; that political and legal developments will be consistent with current expectations; the timely receiptof required approvals and permits, including those approvals and permits required for successful project permitting, construction, andoperation of projects; the timing of cash flows; the costs of operating and exploration expenditures; the Company's ability to operatein a safe, efficient, and effective manner; the Company's ability to obtain financing as and when required and on reasonable terms; thatthe Company's activities will be in accordance with the Company's public statements and stated goals; and that there will be no materialadverse change or disruptions affecting the Company or its properties. Consequently, there can be no assurances that such statements willprove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-lookingstatements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from thoseanticipated. These risks include, but are not limited to: uncertainty and variations in the estimation of mineral resources and mineralreserves; 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 obtainingor failure to obtain governmental permits, or non-compliance with permits; environmental and other regulatory requirements; loss of, delaysin, or failure to get access from surface rights owners; uncertainties related to title to mineral properties; water rights; risks relatedto natural disasters, terrorist acts, health crises, and other disruptions and dislocations; financing risks and access to additionalcapital; risks related to guidance estimates and uncertainties inherent in the preparation of feasibility studies; uncertainty in estimatesof production, capital, and operating costs and potential production and cost overruns; the fluctuating price of gold and silver; risksrelated 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-corruptionlaws; volatility in the market price of the Company's securities; assessments by taxation authorities in multiple jurisdictions; foreigncurrency fluctuations; the Company's limited operating history; litigation risks; the Company's ability to identify, complete, and successfullyintegrate acquisitions; intervention by non-governmental organizations; outside contractor risks; risks related to historical data; theCompany not having paid a dividend; risks related to the Company's foreign subsidiaries; risks related to the Company's accounting policiesand 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; other risks associated with executing the Company'sobjectives and strategies; as well as those risk factors discussed in the Company's most recently filed management's discussion and analysis,as well as its annual information form dated March 18, 2025, which are available on www.sedarplus.ca and www.sec.gov. Except as requiredby the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-lookingstatements if management's beliefs, estimates or opinions, or other factors, should change.

SOURCE Orla Mining Ltd.

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%CIK: 0001680056

CO: Orla Mining Ltd.

CNW 17:30e 03-DEC-25