6-K
Orla Mining Ltd. (ORLA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
Reportof Foreign Private Issuer
Pursuantto Rule 13****a-16 or 15d-16
UNDERthe Securities Exchange Act of 1934
For the month of November 2025
Commission File Number: 001-39766
ORLA MINING LTD.
(Translation of registrant's name into English)
Suite 2020, 666 Burrard StreetVancouver, British Columbia
V6C 2X8, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
INCORPORATION BY REFERENCE
Exhibit 99.1 (Condensed Interim Consolidated Financial Statements for the Three and Nine Months ended September 30, 2025 and 2024) and Exhibit 99.2 (Management’s Discussion and Analysis for the Three and Nine Months ended September 30, 2025) to this Report on Form 6-K are incorporated by reference into this report and are hereby incorporated by reference into and as an exhibit to the registrant’s Registration Statement on Form S-8 (File No. 333-272171), as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
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: November 11, 2025 | /s/ Etienne Morin | |
| Name: | Etienne Morin | |
| Title: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit 99.1
Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2025 and 2024
Presented in United States dollars
ORLA MINING LTD.
Condensed Interim Consolidated Balance Sheets
(Unaudited - thousands of United States dollars)
| September 30,<br><br> 2025 | December 31,<br><br> 2024 | |||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current assets | ||||||
| Cash | $ | 326,920 | $ | 160,849 | ||
| Trade and other receivables | 7,248 | 229 | ||||
| Prepaid expenses | 6,572 | 3,329 | ||||
| Value added taxes recoverable (note<br> 11) | 19,019 | 8,482 | ||||
| Inventory (note 10) | 81,763 | 29,212 | ||||
| Derivative assets<br> (note 15) | 30,000 | 2,518 | ||||
| 471,522 | 204,619 | |||||
| Long term inventory (note 10) | — | 6,924 | ||||
| Derivative assets (note 15) | — | 869 | ||||
| Property, plant and equipment (note 13) | 1,317,038 | 202,585 | ||||
| Exploration and evaluation properties (note 12) | 181,948 | 181,993 | ||||
| Other non-current assets | 3,031 | 1,359 | ||||
| TOTAL ASSETS | $ | 1,973,539 | $ | 598,349 | ||
| LIABILITIES | ||||||
| Current liabilities | ||||||
| Trade payables and accrued liabilities<br> (note 16) | $ | 94,973 | $ | 22,594 | ||
| Derivative liabilities (note 15) | 136,873 | — | ||||
| Current portion of long term debt (note<br> 17) | 20,000 | — | ||||
| Deferred revenue (note 18) | 134,978 | — | ||||
| Income taxes payable | 55,460 | 28,971 | ||||
| 442,284 | 51,565 | |||||
| Derivative liabilities (note 15) | 17,400 | 249 | ||||
| Long term debt (note 17) | 369,219 | — | ||||
| Lease obligations (note 19) | 7,309 | 1,346 | ||||
| Deferred revenue (note 18) | 208,283 | 8,665 | ||||
| Site closure provisions (note 20) | 99,962 | 9,761 | ||||
| Other long term liabilities | 3,045 | 1,746 | ||||
| Deferred taxes (note 14) | 252,554 | 17,572 | ||||
| TOTAL LIABILITIES | 1,400,056 | 90,904 | ||||
| SHAREHOLDERS' EQUITY | ||||||
| Share capital (note 21) | 537,419 | 494,833 | ||||
| Reserves | 21,036 | 25,182 | ||||
| Accumulated other comprehensive loss | (3,838 | ) | (3,783 | ) | ||
| Retained earnings (deficit) | 18,866 | (8,787 | ) | |||
| TOTAL SHAREHOLDERS’ EQUITY | 573,483 | 507,445 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’<br> EQUITY | $ | 1,973,539 | $ | 598,349 | ||
| /s/ Jason Simpson | /s/ Elizabeth McGregor | |||||
| --- | --- | |||||
| Jason<br> Simpson, Director | Elizabeth<br> McGregor, Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 2
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Income and Comprehensive Income
(Unaudited - thousands of United States dollars, except per-share amounts)
| Three<br> months ended<br> September 30 | Nine<br> months ended<br> September 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| REVENUE (note 3) | $ | 274,973 | $ | 99,307 | $ | 679,390 | $ | 251,155 | ||||
| COST OF SALES | ||||||||||||
| Operating costs (note 6(a)) | (91,284 | ) | (20,509 | ) | (225,135 | ) | (57,142 | ) | ||||
| Depletion and depreciation | (43,509 | ) | (11,597 | ) | (101,067 | ) | (29,971 | ) | ||||
| Royalties (note<br> 6(b)) | (8,899 | ) | (2,466 | ) | (18,644 | ) | (6,232 | ) | ||||
| (143,692 | ) | (34,572 | ) | (344,846 | ) | (93,345 | ) | |||||
| EARNINGS FROM MINING OPERATIONS | 131,281 | 64,735 | 334,544 | 157,810 | ||||||||
| EXPLORATION<br> AND EVALUATION (note 7) | (12,780 | ) | (13,653 | ) | (31,071 | ) | (25,046 | ) | ||||
| GENERAL<br> AND ADMINISTRATIVE EXPENSES (note 8) | (8,583 | ) | (4,018 | ) | (32,286 | ) | (11,765 | ) | ||||
| OTHER | ||||||||||||
| Interest income | 2,068 | 1,916 | 5,774 | 9,036 | ||||||||
| Depreciation | (136 | ) | (121 | ) | (366 | ) | (374 | ) | ||||
| Share based payments (note 23) | (1,082 | ) | (712 | ) | (5,981 | ) | (2,966 | ) | ||||
| Interest and accretion expense (note<br> 9) | (16,260 | ) | (1,746 | ) | (40,109 | ) | (5,888 | ) | ||||
| Fair value (loss) on financial instruments<br> (note 15) | (16,740 | ) | — | (100,465 | ) | — | ||||||
| Foreign exchange gain (loss) | (85 | ) | 2,298 | (6,780 | ) | 5,300 | ||||||
| Other gains (losses) | (356 | ) | (22 | ) | (385 | ) | — | |||||
| (32,591 | ) | 1,613 | (148,312 | ) | 5,108 | |||||||
| INCOME BEFORE TAXES | 77,327 | 48,677 | 122,875 | 126,107 | ||||||||
| Income taxes (note 30) | (28,054 | ) | (27,533 | ) | (95,222 | ) | (63,213 | ) | ||||
| INCOME FOR THE PERIOD | $ | 49,273 | $ | 21,144 | $ | 27,653 | $ | 62,894 | ||||
| Items that may in future be reclassified to profit or loss: | ||||||||||||
| Foreign currency differences arising<br> on translation | 1 | 500 | (55 | ) | (1,381 | ) | ||||||
| Loss arising on<br> cash flow hedges | (1,800 | ) | — | (1,800 | ) | — | ||||||
| TOTAL COMPREHENSIVE INCOME | $ | 47,474 | $ | 21,644 | $ | 25,798 | $ | 61,513 | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (note 22) | ||||||||||||
| Basic (millions) | 328.6 | 320.3 | 325.3 | 317.8 | ||||||||
| Diluted (millions) | 353.8 | 334.6 | 349.3 | 332.0 | ||||||||
| EARNINGS PER SHARE (note 22) | ||||||||||||
| Basic | $ | 0.15 | $ | 0.07 | $ | 0.09 | $ | 0.20 | ||||
| Diluted | $ | 0.14 | $ | 0.06 | $ | 0.08 | $ | 0.19 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 3
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited - thousands of United States dollars)
| Three<br> months ended<br> September 30 | Nine<br> months ended<br> September 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| OPERATING<br> ACTIVITIES | ||||||||||||
| Income<br> for the period | $ | 49,273 | $ | 21,144 | $ | 27,653 | $ | 62,894 | ||||
| Adjustments<br> for items not affecting cash: | ||||||||||||
| Depreciation and<br> depletion | 43,645 | 11,718 | 101,433 | 30,345 | ||||||||
| Share based payments<br> expense (note 23) | 1,082 | 712 | 5,981 | 2,966 | ||||||||
| Fair value loss<br> on financial instruments (note 15) | 16,740 | — | 100,465 | — | ||||||||
| Gold deliveries<br> under the gold prepay (note 18) | (35,157 | ) | — | (81,515 | ) | — | ||||||
| Unrealized foreign<br> exchange loss (gain) | (331 | ) | (2,074 | ) | 4,401 | (4,505 | ) | |||||
| Other | 412 | 234 | 756 | 217 | ||||||||
| Adjustments<br> for: | ||||||||||||
| Advance received<br> for gold sales (note 18) | 13,495 | — | 397,897 | — | ||||||||
| Interest and accretion<br> expense (note 9) | 16,260 | 1,746 | 40,109 | 5,888 | ||||||||
| Income tax related<br> items (note 25(b)) | 7,697 | 18,507 | 19,847 | 33,187 | ||||||||
| Interest<br> income not related to operating activities | — | — | — | (4,136 | ) | |||||||
| Cash provided<br> by operating activities before changes in non-cash working capital | 113,116 | 51,987 | 617,027 | 126,856 | ||||||||
| Changes<br> in non-cash working capital (note 25(c)) | 10,232 | 712 | 8,208 | 2,962 | ||||||||
| Cash<br> provided by operating activities | 123,348 | 52,699 | 625,235 | 129,818 | ||||||||
| INVESTING<br> ACTIVITIES | ||||||||||||
| Cash paid upon<br> acquisition of Musselwhite Mine Ltd (note 14) | 4,374 | — | (794,130 | ) | — | |||||||
| Purchase of<br> plant and equipment | (8,681 | ) | (4,165 | ) | (22,081 | ) | (13,546 | ) | ||||
| Expenditures<br> on mineral properties | (21,914 | ) | (3,710 | ) | (51,697 | ) | (10,689 | ) | ||||
| Stripping costs<br> deferred | (4,083 | ) | — | (4,083 | ) | — | ||||||
| Proceeds on<br> disposal of property, plant and equipment | — | — | 492 | — | ||||||||
| Acquisition<br> of Contact Gold Corp., net of cash received | — | — | — | (2,666 | ) | |||||||
| Value added<br> taxes and interest received | — | — | — | 8,368 | ||||||||
| Deposits<br> and payments on long term assets | 72 | 488 | (514 | ) | 2,016 | |||||||
| Cash<br> used in investing activities | (30,232 | ) | (7,387 | ) | (872,013 | ) | (16,517 | ) | ||||
| FINANCING<br> ACTIVITIES | ||||||||||||
| Proceeds from<br> (repayments of) Credit Facility (note 17), net | — | (20,000 | ) | 218,814 | (30,000 | ) | ||||||
| Convertible<br> notes issued (note 17) | — | — | 200,000 | — | ||||||||
| Settlement of<br> gold forward contracts (notes 15(a) and 18) | — | — | (23,587 | ) | — | |||||||
| Proceeds from<br> exercise of stock options and warrants | 26,757 | 2,591 | 35,561 | 7,180 | ||||||||
| Interest paid | (6,660 | ) | (1,476 | ) | (16,344 | ) | (5,148 | ) | ||||
| Lease<br> payments | (901 | ) | (186 | ) | (1,526 | ) | (669 | ) | ||||
| Cash<br> provided by (used in) financing activities | 19,196 | (19,071 | ) | 412,918 | (28,637 | ) | ||||||
| Effects<br> of exchange rate changes on cash | (840 | ) | 355 | (69 | ) | (398 | ) | |||||
| Net increase<br> in cash | 111,472 | 26,596 | 166,071 | 84,266 | ||||||||
| Cash, beginning<br> of period | 215,448 | 154,302 | 160,849 | 96,632 | ||||||||
| CASH,<br> END OF PERIOD | $ | 326,920 | $ | 180,898 | $ | 326,920 | $ | 180,898 | ||||
| Supplemental<br> cash flow information (note 25) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 4
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited - thousands of United States dollars)
| Common<br> shares | Reserves | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number<br> of<br> shares<br><br> (thousands) | Amount | Share<br> based<br><br> payments<br><br> reserve | Hedge<br><br> reserve | Warrants<br><br> reserve | Equity<br> <br><br> component <br><br> of <br><br> convertible<br><br> notes<br><br> issued | Total | Accumulated<br> <br> Other<br><br> Comprehensive<br><br> Income (loss) | Retained<br> <br><br> earnings<br><br> (deficit) | Total | |||||||||||||||||||
| Balance<br> at January 1, 2024 | 315,074 | $ | 474,361 | $ | 10,620 | $ | — | $ | 13,767 | $ | — | $ | 24,387 | $ | (439 | ) | $ | (97,768 | ) | $ | 400,541 | |||||||
| Shares<br> issued pursuant to acquisition | 2,221 | 8,937 | — | — | — | — | — | — | — | 8,937 | ||||||||||||||||||
| Share<br> issuance costs | — | (71 | ) | — | — | — | — | — | — | — | (71 | ) | ||||||||||||||||
| Warrants<br> exercised (note 21) | 2,031 | 5,003 | — | — | (539 | ) | — | (539 | ) | — | — | 4,464 | ||||||||||||||||
| Options<br> exercised (note 23) | 1,406 | 3,701 | (985 | ) | — | — | — | (985 | ) | — | — | 2,716 | ||||||||||||||||
| RSUs<br> issued upon vesting (note 23) | 139 | 623 | (623 | ) | — | — | — | (623 | ) | — | — | — | ||||||||||||||||
| Share<br> based payments (note 23) | — | — | 2,633 | — | — | — | 2,633 | — | — | 2,633 | ||||||||||||||||||
| Income<br> for the period | — | — | — | — | — | — | — | — | 62,894 | 62,894 | ||||||||||||||||||
| Other<br> comprehensive loss | — | — | — | — | — | — | — | (1,381 | ) | — | (1,381 | ) | ||||||||||||||||
| Balance<br> at September 30, 2024 | 320,871 | $ | 492,554 | $ | 11,645 | $ | — | $ | 13,228 | $ | — | $ | 24,873 | $ | (1,820 | ) | $ | (34,874 | ) | $ | 480,733 | |||||||
| Balance<br> at January 1, 2025 | 321,678 | $ | 494,833 | $ | 12,131 | $ | — | $ | 13,051 | $ | — | $ | 25,182 | $ | (3,783 | ) | $ | (8,787 | ) | $ | 507,445 | |||||||
| Equity<br> component of convertible notes issued | — | — | — | — | — | 1,000 | 1,000 | — | — | 1,000 | ||||||||||||||||||
| Hedging<br> gain transferred to inventory | — | — | — | 267 | — | — | 267 | — | — | 267 | ||||||||||||||||||
| Warrants<br> exercised (note 21) | 13,810 | 33,937 | — | — | (3,575 | ) | — | (3,575 | ) | — | — | 30,362 | ||||||||||||||||
| Options<br> exercised (note 23) | 1,711 | 7,433 | (2,234 | ) | — | — | — | (2,234 | ) | — | — | 5,199 | ||||||||||||||||
| RSUs<br> issued upon vesting (note 23) | 209 | 821 | (821 | ) | — | — | — | (821 | ) | — | — | — | ||||||||||||||||
| DSUs<br> issued upon vesting (note 23) | 152 | 395 | (395 | ) | — | — | — | (395 | ) | — | — | — | ||||||||||||||||
| Share<br> based payments (note 23) | — | — | 3,412 | — | — | — | 3,412 | — | — | 3,412 | ||||||||||||||||||
| Income<br> for the period | — | — | — | — | — | — | — | — | 27,653 | 27,653 | ||||||||||||||||||
| Other<br> comprehensive loss | — | — | — | (1,800 | ) | — | — | (1,800 | ) | (55 | ) | — | (1,855 | ) | ||||||||||||||
| Balance<br> at September 30, 2025 | 337,560 | $ | 537,419 | $ | 12,093 | $ | (1,533 | ) | $ | 9,476 | $ | 1,000 | $ | 21,036 | $ | (3,838 | ) | $ | 18,866 | $ | 573,483 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 5
| ORLA MINING LTD. | |
|---|---|
| Notes to the Condensed Interim Consolidated Financial Statements | |
| Three and nine months ended September 30, 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 14).
| 2. | BASIS OF PREPARATION |
|---|---|
| (a) | Statement<br> of compliance and basis of presentation |
| --- | --- |
We have prepared these condensed interim consolidated financial statements of the Company in accordance with IAS 34 «Interim Financial Reporting» as issued by the International Accounting Standards Board and do not include all the information required for full annual financial statements.
The preparation of these condensed interim consolidated financial statements requires management 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.
These condensed interim consolidated financial statements are presented in United States dollars and include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. In these financial statements, $ means United States dollars and C$ means Canadian dollars.
On November 11, 2025, the Board of Directors approved these condensed interim consolidated financial statements for issuance.
| (b) | Going<br> concern |
|---|
These condensed interim 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.
Page 6
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| (c) | Basis<br> of consolidation |
| --- | --- |
These condensed interim 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.
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 September 30, 2025, the main operating subsidiaries of the Company, their geographic locations, and the ownership interests held by the Company, were as follows:
| Name | Principal activity | Ownership | Location | ||
|---|---|---|---|---|---|
| Musselwhite Mine Ltd. | Production | 100 | % | Canada | |
| Minera Camino Rojo SA de CV | Production | 100 | % | Mexico | |
| Gold Standard Ventures (US) Inc. | Exploration | 100 | % | USA | |
| Minera Cerro Quema SA | Exploration | 100 | % | Panama | |
| 3. | MATERIAL ACCOUNTING POLICY INFORMATION | ||||
| --- | --- |
These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as at and for the years ended December 31, 2024 and 2023.
We applied the same accounting policies in these condensed interim consolidated financial statements as those applied in the Company’s audited consolidated financial statements as at and for the year ended December 31, 2024. The following accounting policies arise as a result of the acquisition of Musselwhite Mine.
| (a) | Derivative<br> instruments designated as cash flow hedges |
|---|
On initial designation of the 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.
Page 7
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
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.
| 4. | SIGNIFICANT JUDGEMENTS AND ESTIMATES |
|---|
In preparing these condensed interim consolidated financial statements, the significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements as at and for the year ended December 31, 2024. However, our acquisition of the Musselwhite Mine (note 14) during the period required us to make additional judgements and estimates as follows.
| (a) | Material<br> accounting policies and judgements adopted in the period |
|---|
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 «Revenue from Contracts with Customers», rather than a financial liability under IFRS 9 «Financial Instruments», based on the Company’s contractual obligation, intent, and ability to deliver physical gold, in accordance with the Company’s expected production and sales.
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 derivative liability 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».
Page 8
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
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.
Functional currency
The acquired entity
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.
The parent entity
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.
Effective February 28, 2025, we concluded that there was a change to the primary economic environment in which the parent company of the group, Orla Mining Ltd, operates. This change was a result of the acquisition of Musselwhite Mine Ltd and the entering into of a gold prepay facility by the parent entity. Accordingly, we expect Orla Mining Ltd will in the foreseeable future conduct the majority of its transactions, including revenues, costs, and financing activities, in US dollars. Consequently, the functional currency of Orla Mining Ltd. was changed from Canadian dollars to United States dollars.
In accordance with IAS 21 «The Effects of Changes in Foreign Exchange Rates», this change in functional currency is accounted for prospectively from the date of the change. At February 28, 2025, the assets, liabilities, and equity items of Orla Mining Ltd were translated into US dollars using the exchange rate at that date.
| (b) | Key<br> Sources of Estimation Uncertainty |
|---|
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 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.
Page 9
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
Mineral reserves and resources
Estimates of mineral reserves and resources for the Musselwhite Mine were 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.
| 5. | REVENUE | |||||||
|---|---|---|---|---|---|---|---|---|
| Three<br> months ended <br> September 30 | Nine<br> months ended <br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Gold | $ | 269,451 | $ | 94,791 | $ | 661,128 | $ | 242,073 |
| Silver | 5,522 | 4,516 | 18,262 | 9,082 | ||||
| Revenue | $ | 274,973 | $ | 99,307 | $ | 679,390 | $ | 251,155 |
| Customer A | $ | 28,563 | $ | — | $ | 62,666 | $ | — |
| Customer B | 102,671 | 46,954 | 275,930 | 96,334 | ||||
| Customer C | 111,782 | 41,448 | 250,778 | 116,431 | ||||
| Others | 31,957 | 10,905 | 90,016 | 38,390 | ||||
| Revenue | $ | 274,973 | $ | 99,307 | $ | 679,390 | $ | 251,155 |
During the nine months ended September 30, 2025, two customers each contributed more than 10% of total revenues for a combined total of approximately 78% of revenues (three months ended September 30, 2025 – three customers each contributed more than 10% of total revenues for a combined total of approximately 88% 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.
Page 10
| ORLA MINING LTD. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes to the Consolidated Financial Statements | ||||||||
| Three and nine months ended September 30, 2025 and 2024 | ||||||||
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | ||||||||
| 6. | COST OF SALES | |||||||
| --- | --- | |||||||
| (a) | Operating<br> costs | |||||||
| --- | --- | |||||||
| Three<br> months ended <br> September 30 | Nine<br> months ended <br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Mining and processing costs | $ | 87,898 | $ | 20,188 | $ | 217,851 | $ | 56,065 |
| Refining and transportation costs | 3,386 | 321 | 7,284 | 1,077 | ||||
| $ | 91,284 | $ | 20,509 | $ | 225,135 | $ | 57,142 | |
| (b) | Royalties | |||||||
| --- | --- | |||||||
| Three<br> months ended <br> September 30 | Nine<br> months ended <br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Camino Rojo Oxide NSR royalty | $ | 1,607 | $ | 1,969 | $ | 5,314 | $ | 4,976 |
| Mexican Extraordinary Mining Duty | 815 | 497 | 2,696 | 1,256 | ||||
| Musselwhite Mine royalty | 6,477 | — | 10,634 | — | ||||
| $ | 8,899 | $ | 2,466 | $ | 18,644 | $ | 6,232 | |
| 7. | EXPLORATION AND EVALUATION EXPENSES | |||||||
| --- | --- | |||||||
| Three<br> months ended <br> September 30 | Nine<br> months ended <br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Camino Rojo | $ | 1,783 | $ | 2,508 | $ | 5,150 | $ | 5,941 |
| Musselwhite Mine | 1,827 | — | 2,246 | — | ||||
| South Railroad | 8,031 | 9,107 | 17,880 | 14,802 | ||||
| Cerro Quema | 1,030 | 1,923 | 5,424 | 4,003 | ||||
| Other | 109 | 115 | 371 | 300 | ||||
| $ | 12,780 | $ | 13,653 | $ | 31,071 | $ | 25,046 |
Page 11
| ORLA MINING LTD. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes to the Consolidated Financial Statements | ||||||||
| Three and nine months ended September 30, 2025 and 2024 | ||||||||
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | ||||||||
| 8. | GENERAL AND ADMINISTRATIVE EXPENSES | |||||||
| --- | --- | |||||||
| Three<br> months ended <br> September 30 | Nine<br> months ended <br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Office and administrative | $ | 1,252 | $ | 1,033 | $ | 3,662 | $ | 2,739 |
| Professional fees | 5,171 | 1,159 | 20,439 | 2,974 | ||||
| Regulatory and transfer agent | 155 | 43 | 702 | 369 | ||||
| Salaries and benefits | 2,005 | 1,783 | 7,483 | 5,683 | ||||
| $ | 8,583 | $ | 4,018 | $ | 32,286 | $ | 11,765 | |
| 9. | INTEREST AND ACCRETION EXPENSE | |||||||
| --- | --- | |||||||
| Three<br> months ended <br> September 30 | Nine<br> months ended <br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Interest expense | ||||||||
| Amended Credit Facility<br> (note 17) | $ | 4,133 | $ | — | $ | 10,231 | $ | — |
| Convertible notes (note 17) | 2,269 | — | 5,277 | — | ||||
| Credit Facility (note 17) | — | 1,313 | — | 4,667 | ||||
| Interest expense on lease liabilities<br> (note 19) | 195 | 42 | 335 | 110 | ||||
| Other | 89 | 141 | 568 | 362 | ||||
| Interest expense | 6,686 | 1,496 | 16,411 | 5,139 | ||||
| Accretion expense | ||||||||
| Accretion of site closure provisions<br> (note 20) | 753 | 128 | 2,079 | 383 | ||||
| Deferred revenue (note 18) | 7,336 | 122 | 18,214 | 366 | ||||
| Convertible notes (note 17) | 1,387 | — | 3,175 | — | ||||
| Credit Facility<br> inception costs (note 17) | 98 | — | 230 | — | ||||
| Accretion expense | 9,574 | 250 | 23,698 | 749 | ||||
| Interest and accretion expense | $ | 16,260 | $ | 1,746 | $ | 40,109 | $ | 5,888 |
Page 12
| ORLA MINING LTD. | ||||
|---|---|---|---|---|
| Notes to the Consolidated Financial Statements | ||||
| Three and nine months ended September 30, 2025 and 2024 | ||||
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | ||||
| 10. | INVENTORY | |||
| --- | --- | |||
| September 30,<br><br> 2025 | December 31,<br><br> 2024 | |||
| --- | --- | --- | --- | --- |
| Current | ||||
| Stockpiled ore | $ | 5,085 | $ | 1,063 |
| In-process inventory | 40,382 | 15,014 | ||
| Finished goods inventory | 8,195 | 8,520 | ||
| Materials and<br> supplies | 28,101 | 4,615 | ||
| Inventory –<br> current | $ | 81,763 | $ | 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 September 30, 2025 is $15.7 million of depreciation and depletion (December 31, 2024 — $8.8 million).
| 11. | VALUE ADDED TAXES RECOVERABLE | |||
|---|---|---|---|---|
| September 30,<br><br> 2025 | December 31,<br><br> 2024 | |||
| --- | --- | --- | --- | --- |
| Canada | $ | 11,522 | $ | 153 |
| Mexico | 7,497 | 8,329 | ||
| $ | 19,019 | $ | 8,482 | |
| 12. | EXPLORATION AND EVALUATION PROPERTIES | |||
| --- | --- |
Our exploration and evaluation properties consist of the South Carlin Complex in Nevada, United States, and the Cerro Quema Project in Panama.
| South<br> Railroad | Cerro<br> 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 September 30, 2025 | $ | 171,948 | $ | 10,000 | $ | 181,948 |
Page 13
| ORLA MINING LTD. | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes to the Consolidated Financial Statements | ||||||||||||||||||||||
| Three and nine months ended September 30, 2025 and 2024 | ||||||||||||||||||||||
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | ||||||||||||||||||||||
| 13. | PROPERTY, PLANT AND EQUIPMENT | |||||||||||||||||||||
| --- | --- | |||||||||||||||||||||
| Producing<br> <br><br> mineral <br><br> property | Deferred<br><br> stripping | Buildings | Machinery<br><br> and <br><br> equipment | Other<br> <br><br> assets | Other<br> right<br><br> of use <br><br> assets | Construction<br><br> in progress | Total | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cost | ||||||||||||||||||||||
| At<br> 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<br> in site closure provision (note 20) | 1,244 | — | — | — | — | — | — | 1,244 | ||||||||||||||
| Derecognition | — | — | — | — | — | (586 | ) | — | (586 | ) | ||||||||||||
| Due<br> to changes in exchange rates | — | — | — | — | (21 | ) | (78 | ) | — | (99 | ) | |||||||||||
| Disposals | — | — | — | (253 | ) | (145 | ) | (2,240 | ) | — | (2,638 | ) | ||||||||||
| At<br> December 31, 2024 | $ | 142,461 | $ | — | $ | 83,477 | $ | 56,943 | $ | 3,535 | $ | 3,235 | $ | 5,341 | $ | 294,992 | ||||||
| Additions | 51,697 | 4,083 | 978 | 3,693 | 6,300 | 10,786 | 11,110 | 88,647 | ||||||||||||||
| Transfers | — | — | 634 | 1,440 | 35 | — | (2,109 | ) | — | |||||||||||||
| Acquisition<br> of Musselwhite Mine (note 14) | 885,662 | — | 50,691 | 155,483 | 4,506 | — | 3,466 | 1,099,808 | ||||||||||||||
| Change<br> in site closure provision (note 20) | 35,328 | — | — | — | — | — | — | 35,328 | ||||||||||||||
| Due<br> to changes in exchange rates | — | — | — | — | (1 | ) | (3 | ) | — | (4 | ) | |||||||||||
| Disposals | — | — | (571 | ) | (2,204 | ) | (60 | ) | (102 | ) | — | (2,937 | ) | |||||||||
| At<br> September 30, 2025 | $ | 1,115,148 | $ | 4,083 | $ | 135,209 | $ | 215,355 | $ | 14,315 | $ | 13,916 | $ | 17,808 | $ | 1,515,834 | ||||||
| Accumulated<br> depreciation | ||||||||||||||||||||||
| At<br> January 1, 2024 | $ | 23,485 | $ | — | $ | 15,896 | $ | 11,675 | $ | 1,268 | $ | 2,010 | $ | — | $ | 54,334 | ||||||
| Disposals | — | — | — | (253 | ) | (145 | ) | (2,240 | ) | — | (2,638 | ) | ||||||||||
| Depletion<br> and depreciation | 20,338 | — | 10,699 | 7,717 | 663 | 1,294 | — | 40,711 | ||||||||||||||
| At<br> December 31, 2024 | $ | 43,823 | $ | — | $ | 26,595 | $ | 19,139 | $ | 1,786 | $ | 1,064 | $ | — | $ | 92,407 | ||||||
| Disposals | — | — | (79 | ) | (1,922 | ) | (4 | ) | (38 | ) | — | (2,043 | ) | |||||||||
| Depletion<br> and depreciation | 76,002 | 29 | 11,255 | 18,415 | 1,502 | 1,229 | — | 108,432 | ||||||||||||||
| At<br> September 30, 2025 | $ | 119,825 | $ | 29 | $ | 37,771 | $ | 35,632 | $ | 3,284 | $ | 2,255 | $ | — | $ | 198,796 | ||||||
| Net<br> book value | ||||||||||||||||||||||
| At<br> December 31, 2024 | $ | 98,638 | $ | — | $ | 56,882 | $ | 37,804 | $ | 1,749 | $ | 2,171 | $ | 5,341 | $ | 202,585 | ||||||
| At<br> September 30, 2025 | $ | 995,323 | $ | 4,054 | $ | 97,438 | $ | 179,723 | $ | 11,031 | $ | 11,661 | $ | 17,808 | $ | 1,317,038 |
Page 14
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| 14. | 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<br> million from a syndicate of lenders comprised of the Bank of Nova Scotia, the Bank of Montreal,<br> the Canadian Imperial Bank of Commerce and ING Capital LLC, (consisting of $150 million from<br> the Amended Revolving Facility and $100 million from the Term Facility), |
|---|---|
| · | $360<br> million gold prepayment (the “Gold Prepayment”) from a syndicate of lenders,<br> and |
| · | $200<br> million in senior unsecured convertible notes (the “Convertible Notes”). |
The contingent consideration consists of:
| · | $20<br> million to be paid if the average spot price of gold exceeds $2,900/oz for the one-year period<br> ending February 28, 2026, and |
|---|---|
| · | $20<br> million to be paid if the average spot price of gold exceeds $3,000/oz for the one-year period<br> ending February 28, 2027. |
The purchase consideration was calculated as follows:
| Preliminary | Provisional<br><br> Adjustments | Adjusted<br> <br><br>Preliminary | |||||
|---|---|---|---|---|---|---|---|
| Upfront cash payments made by the Company | $ | 798,504 | $ | (4,374 | ) | $ | 794,130 |
| Fair value of contingent consideration<br> (note 15(d)) | 17,000 | — | 17,000 | ||||
| Total purchase consideration | $ | 815,504 | $ | (4,374 | ) | $ | 811,130 |
The following table sets out the preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on management’s preliminary estimates of fair value:
| Preliminary | Provisional<br><br> Adjustments | Adjusted<br><br><br> Preliminary | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Trade and other receivables | $ | 4,271 | $ | 365 | $ | 4,636 | |||
| Value added taxes recoverable | 1,381 | (208 | ) | 1,173 | |||||
| Inventory | 38,847 | — | 38,847 | ||||||
| Prepaid expenses | 142 | (58 | ) | 84 | |||||
| Property, plant and equipment | 1,105,342 | (5,534 | ) | 1,099,808 | |||||
| Trade payables and accrued liabilities | (45,118 | ) | 537 | (44,581 | ) | ||||
| Site closure provision | (52,377 | ) | — | (52,377 | ) | ||||
| Deferred tax liabilities | (236,984 | ) | 524 | (236,460 | ) | ||||
| Total assets acquired and liabilities<br> assumed, net | $ | 815,504 | $ | (4,374 | ) | $ | 811,130 |
Page 15
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
The Company incurred acquisition-related costs of $12.0 million during the nine months ended September 30, 2025 which we have included in general and administrative expenses on the income statement.
We advise readers that the accounting for this business combination is incomplete as of the issuance date of these financial statements and that this initial accounting is based on provisional amounts. We will, in future reporting periods up to one year from the acquisition date, retrospectively adjust these provisional amounts to reflect new information we obtain as we complete our valuation procedures related to the assets acquired and liabilities assumed at the acquisition date.
| 15. | DERIVATIVE CONTRACTS | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gold forward<br><br> contracts | Currency<br><br> contracts | Redemption <br><br> right asset | Contingent<br><br> consideration<br><br> liability | Warrants<br><br> liability | Total | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (note<br> 15(a)) | (note<br> 15(b)) | (note<br> 15(c)) | (note<br> 15(d)) | (note<br> 15(e)) | |||||||||||||
| At December 31, 2023 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
| Change in fair value during<br> the period | 3,138 | — | — | — | — | 3,138 | |||||||||||
| At December 31, 2024 | 3,138 | — | — | — | — | 3,138 | |||||||||||
| Recognized at February 28, 2025 (note 14) | — | — | 18,000 | (17,000 | ) | (50,000 | ) | (49,000 | ) | ||||||||
| Change in fair value during the period | (26,725 | ) | — | 12,000 | (19,740 | ) | (66,000 | ) | (100,465 | ) | |||||||
| Settled during the period | 23,587 | — | — | — | — | 23,587 | |||||||||||
| Changes in fair value of hedging instruments | — | (1,800 | ) | — | — | — | (1,800 | ) | |||||||||
| Hedging gains and losses transferred<br> to inventory | — | 267 | — | — | — | 267 | |||||||||||
| At September 30, 2025 | $ | — | $ | (1,533 | ) | $ | 30,000 | $ | (36,740 | ) | $ | (116,000 | ) | $ | (124,273 | ) | |
| Presented as: | |||||||||||||||||
| Current assets | $ | — | $ | — | $ | 30,000 | $ | — | $ | — | $ | 30,000 | |||||
| Current liabilities | — | (1,533 | ) | — | (19,340 | ) | (116,000 | ) | (136,873 | ) | |||||||
| Long term liabilities | — | — | — | (17,400 | ) | — | (17,400 | ) | |||||||||
| At September 30, 2025 | $ | — | $ | (1,533 | ) | $ | 30,000 | $ | (36,740 | ) | $ | (116,000 | ) | $ | (124,273 | ) | |
| (a) | Gold<br> 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 14). These contracts had a weighted average price per ounce of $2,834 to sell a total of 144,887 ounces between March 2025 and February 2028. We measured these contracts using a discounted cash flow model, incorporating gold forward prices from accepted market resources and discounting based on the 1-Month Term SOFR Zero Rate, adjusted for credit risk. These derivatives were not designated as hedges.
Page 16
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
These contracts were closed out immediately prior to entering into the gold prepay arrangements (note 18(a)).
| (b) | Currency<br> forward contracts |
|---|
The Musselwhite Mine incurs a significant portion of its operating and capital expenditures in Canadian dollars (C$) 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, management 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 August 2026. Under the Company’s risk-management policy, up to 50% of forecast operating expenditures within the next 12 months may be hedged; the designated contracts were executed within these limits.
Each contract has a notional amount of C$12 million and matures monthly. During the nine months ended September 30, 2025, we entered into twelve (12) contracts at various forward rates. Three (3) contracts matured and were settled prior to the reporting period, while eleven (11) contracts remain outstanding with settlement dates between October 2025 and August 2026. The total notional amount outstanding at September 30, 2025, was C$132 million ($97.2 million), with a weighted-average forward rate of C$1.3586 per $1.00.
We recognized the changes in fair value attributable to the effective portion of the hedging relationships since designation, totaling approximately $1.8 million, in other comprehensive income (OCI) within the hedge reserve. We reclassified $0.3 million from OCI to inventory during the quarter as the related hedged purchases occurred when the first three contracts settled.
There was no significant hedge ineffectiveness to recognize in profit or loss during the period, and we expect the remaining hedged forecast transactions to continue to be highly probable.
| (c) | Redemption<br> Right |
|---|
As part of the issuance of the Convertible Notes on February 28, 2025 (note 17(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.
Page 17
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| (d) | Contingent<br> 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.
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.
| (e) | Warrants |
|---|
Pursuant to the issuance of the convertible notes (note 17), 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<br> value | |||
|---|---|---|---|---|
| At January 1, 2025 | — | $ | — | |
| Issued | 23,392,397 | 50,000 | ||
| Change in fair<br> values during the period | — | 66,000 | ||
| At September 30, 2025 | 23,392,397 | $ | 116,000 |
The fair value of the warrant liability was estimated using the binomial tree method, using the following key assumptions:
| September 30,<br><br> 2025 | February 28,<br><br> 2025 | |||||
|---|---|---|---|---|---|---|
| Value weighted average price | C$ | 15.12 | C$ | 10.13 | ||
| Exercise price | C$ | 11.50 | C$ | 11.50 | ||
| Implied volatility | 45.0 | % | 37.3 | % | ||
| Risk-free interest rate | 2.7 | % | 4.0 | % | ||
| Term to maturity (years) | 4.4 | 5.0 |
Page 18
| ORLA MINING LTD. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes to the Consolidated Financial Statements | ||||||||||||
| Three and nine months ended September 30, 2025 and 2024 | ||||||||||||
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | ||||||||||||
| 16. | TRADE PAYABLES AND ACCRUED LIABILITIES | |||||||||||
| --- | --- | |||||||||||
| September 30,<br><br> 2025 | December 31,<br><br> 2024 | |||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Trade payables and accrued trade liabilities | $ | 57,684 | $ | 11,339 | ||||||||
| Royalties payable | 16,081 | 3,415 | ||||||||||
| Payroll related | 15,004 | 5,547 | ||||||||||
| Current portion of lease obligations (note 19) | 4,029 | 833 | ||||||||||
| Other | 2,175 | 1,460 | ||||||||||
| $ | 94,973 | $ | 22,594 | |||||||||
| 17. | LONG TERM DEBT | |||||||||||
| --- | --- | |||||||||||
| Revolving<br> facility | Term<br> facility | Convertible<br> <br><br> notes | Total | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| At January 1, 2024 | $ | 88,350 | $ | — | $ | — | $ | 88,350 | ||||
| Principal repayments<br> during the period | (88,350 | ) | — | — | (88,350 | ) | ||||||
| At December 31, 2024 | — | — | — | — | ||||||||
| Advances | 150,000 | 100,000 | — | 250,000 | ||||||||
| Proceeds for liability component of<br> convertible notes issued | — | — | 167,000 | 167,000 | ||||||||
| Loan repayments | (30,000 | ) | — | — | (30,000 | ) | ||||||
| Transaction costs paid | (1,186 | ) | — | — | (1,186 | ) | ||||||
| Accretion expense | 231 | — | 3,174 | 3,405 | ||||||||
| Interest expense | 5,837 | 4,395 | 5,277 | 15,509 | ||||||||
| Interest paid | (5,837 | ) | (4,395 | ) | (5,277 | ) | (15,509 | ) | ||||
| At September 30, 2025 | $ | 119,045 | $ | 100,000 | $ | 170,174 | $ | 389,219 | ||||
| Current | $ | — | $ | 20,000 | $ | — | $ | 20,000 | ||||
| Non-current | 119,045 | 80,000 | 170,174 | 369,219 | ||||||||
| $ | 119,045 | $ | 100,000 | $ | 170,174 | $ | 389,219 | |||||
| (a) | Amended<br> 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”).
Page 19
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
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 no principal payments during the first two quarters, following which the Term Loan will be repaid in quarterly installments 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 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. During the three months ended September 30, 2025, the average interest rate paid on the Revolving Facility was 7.4% per annum (three months ended September 30, 2024 – 7.9%).
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 September 30, 2025, the undrawn amount was $30.0 million. Subsequent to the reporting period, the Company repaid a further $30.0 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. The Company was prohibited from declaring, paying or setting aside for payment any dividends unless certain financial covenants and ratios are met.
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<br> a leverage ratio at less than or equal to 3.5, |
|---|---|
| · | an<br> interest service coverage ratio at greater than or equal to 4.0, |
| · | a<br> tangible net worth greater than or equal to $278.6 million, and |
| · | minimum<br> liquidity in an amount greater than or equal to $15.0 million. |
As at September 30, 2025, the Company was in compliance with these covenants.
Page 20
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 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, September 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$7.90 per share at a fixed exchange rate of 1.40 C$/US$ (approximately US$5.64) 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.
Page 21
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
Accounting treatment
The convertible note agreement included warrants and a compound financial instrument consisting of a financial liability, a conversion option classified as equity, and a redemption right classified as a derivative asset.
| Amount | Component | Initial<br> recognition | Classification | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ | 50,000 | Warrants | Estimated fair value | Financial liability at fair<br> value through profit or loss. These are marked to market at each reporting date. | ||||||
| 167,000 | Host liability | Fair value of the host debt, calculated<br> as the present value of the contractual principal and interest payments over the term of the notes using a discount rate of 8.5%. | Financial liability at amortized cost. | |||||||
| (18,000 | ) | Company’s redemption right | Estimated fair value | Financial asset at fair value through<br> profit or loss. This is marked to market at each reporting date. | ||||||
| 1,000 | Holders’ conversion<br> right | Residual | Equity | |||||||
| $ | 200,000 | |||||||||
| 18. | DEFERRED REVENUE | |||||||||
| --- | --- | |||||||||
| Gold prepay<br><br> arrangements | Silver stream<br><br> arrangement | One-off<br><br> customer<br><br> prepayments | Total | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| At December 31, 2024 | $ | — | $ | 8,665 | $ | — | $ | 8,665 | ||
| Prepayments received | 384,402 | — | 13,495 | 397,897 | ||||||
| Gold delivered | (81,515 | ) | — | — | (81,515 | ) | ||||
| Accretion expense | 17,849 | 365 | — | 18,214 | ||||||
| At September 30, 2025 | $ | 320,736 | $ | 9,030 | $ | 13,495 | $ | 343,261 | ||
| Current | $ | 121,483 | $ | — | $ | 13,495 | $ | 134,978 | ||
| Non-current | 199,253 | 9,030 | — | 208,283 | ||||||
| $ | 320,736 | $ | 9,030 | $ | 13,495 | $ | 343,261 |
Page 22
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| (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 15).
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 published in the London Bullion Market Association (“LBMA”) Traders Mid forward curve. 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 period
| Three months<br> ended <br> September 30 | Nine months<br> ended <br> September 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Ounces delivered into the prepay agreements | 12,074 | — | 28,172 | — | ||||
| Revenue recognized | $ | 35,157 | $ | — | $ | 81,515 | $ | — |
As at September 30, 2025, there were a total of 116,715 ounces remaining to be delivered to the syndicate.
| (b) | 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.
Page 23
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
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%.
| 19. | LEASE OBLIGATIONS |
|---|
The Company has lease contracts for mining equipment, vehicles, and buildings. Leases of mining equipment have lease terms of two years, while vehicles and buildings generally have lease terms between three and five years.
| (a) | Lease obligations | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30,<br><br> 2025 | December 31,<br><br> 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||
| Beginning of year | $ | 2,179 | $ | 2,908 | ||||
| Acquisition of Contact Gold Corp. | — | 27 | ||||||
| Additions | 10,787 | 1,590 | ||||||
| Interest expense (note 9) | 335 | 160 | ||||||
| Lease payments | (1,861 | ) | (1,511 | ) | ||||
| Derecognition | (64 | ) | (586 | ) | ||||
| Due to changes in exchange rates | (38 | ) | (409 | ) | ||||
| End of period | $ | 11,338 | $ | 2,179 | ||||
| Current | $ | 4,029 | $ | 833 | ||||
| Non-current | 7,309 | 1,346 | ||||||
| $ | 11,338 | $ | 2,179 | |||||
| (b) | Lease expenses recognized | |||||||
| --- | --- | |||||||
| Three months<br> ended <br> September 30 | Nine months<br> ended <br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Interest<br> on lease liabilities | $ | 195 | $ | 42 | $ | 335 | $ | 110 |
| Variable lease<br> payments not included in the measurement of lease liabilities | 4,377 | 5,449 | 15,796 | 13,033 | ||||
| Expenses relating<br> to short-term leases | 464 | 66 | 2,366 | 244 | ||||
| Expenses<br> relating to leases of low-value assets, excluding short-term leases | 1 | — | 26 | 22 | ||||
| $ | 5,037 | $ | 5,557 | $ | 18,523 | $ | 13,409 |
Page 24
| ORLA MINING LTD. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notes to the Consolidated Financial Statements | ||||||||||
| Three and nine months ended September 30, 2025 and 2024 | ||||||||||
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | ||||||||||
| 20. | SITE CLOSURE PROVISIONS | |||||||||
| --- | --- | |||||||||
| Musselwhite<br><br> Mine | Camino <br><br> Rojo | Nevada <br><br> projects | Cerro <br><br> Quema<br> 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<br> the period (note 9) | — | 483 | 21 | — | 504 | |||||
| At December 31, 2024 | — | 6,553 | 2,708 | 500 | 9,761 | |||||
| Acquisition of Musselwhite Mine (note<br> 14) | 52,377 | — | — | — | 52,377 | |||||
| Required remeasurement under IAS 37 | 34,409 | — | — | — | 34,409 | |||||
| Changes in cost estimates | 346 | 573 | 417 | — | 1,336 | |||||
| Accretion during<br> the period (note 9) | 1,614 | 391 | 74 | — | 2,079 | |||||
| At September 30, 2025 | $ | 88,746 | $ | 7,517 | $ | 3,199 | $ | 500 | $ | 99,962 |
As at September 30, 2025, the site closure provisions for the Musselwhite Mine were measured using a long-term risk-free discount rate of 3.2% 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 $34.4 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.
| Estimated <br><br> settlement dates | Undiscounted<br><br> risk-adjusted<br><br> cash flows | Inflation rate | Discount rate | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2025 | Musselwhite Mine | 2029 to 2074 | $ | 100,367 | 2.0 | % | 3.2 | % | ||
| Camino Rojo | 2033 to 2047 | $ | 12,758 | 3.7 | % | 8.5 | % | |||
| Nevada projects | 2037 to 2039 | $ | 3,289 | 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 25
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| 21. | 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 period.
Warrants classified as equity
| Expiry date | Exercise<br><br> price | December 31,<br> <br><br> 2024 | Issued | Exercised | September 30,<br><br> 2025 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 18, 2026 | C$ | 3.00 | 25,540,000 | — | (13,679,500 | ) | 11,860,500 | ||||
| February 23, 2026 | C$ | 7.94 | 315,000 | — | (130,725 | ) | 184,275 | ||||
| Shares issuable upon exercise | 25,855,000 | — | (13,810,225 | ) | 12,044,775 | ||||||
| Weighted average exercise price | C$ | 3.06 | C$ | — | C$ | 3.05 | C$ | 3.08 |
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 2,336,150 common shares for proceeds of $5.0 million pursuant to the exercise of warrants.
Warrants classified as financial liabilities
| Expiry date | Exercise <br><br> price | December 31,<br><br> 2024 | Issued | Exercised | September 30,<br><br> 2025 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| February 28, 2030 (note 14) | C$ | 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.
Page 26
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| 22. | EARNINGS PER SHARE |
| --- | --- |
Earnings per share has been calculated using the weighted average number of common shares outstanding for the three and nine months ended September 30, 2025 and 2024 as follows:
| (a) | Basic | |||||||
|---|---|---|---|---|---|---|---|---|
| Three months<br> ended <br> September 30 | Nine months<br> ended <br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Income for the period | $ | 49,273 | $ | 21,144 | $ | 27,653 | $ | 62,894 |
| Weighted average number of common shares (thousands) | 328,626 | 320,336 | 325,321 | 317,830 | ||||
| Basic earnings per share | $ | 0.15 | $ | 0.07 | $ | 0.09 | $ | 0.20 |
| (b) | Diluted | |||||||
| --- | --- | |||||||
| Three months<br> ended <br> September 30 | Nine months<br> ended <br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Income for the period - basic | $ | 49,273 | $ | 21,144 | $ | 27,653 | $ | 62,894 |
| Interest on convertible<br> notes (note 9) | 3,656 | — | — | — | ||||
| Income for the period - diluted | $ | 52,929 | $ | 21,144 | $ | 27,653 | $ | 62,894 |
| Weighted average number of common shares (thousands) | 328,626 | 320,336 | 325,321 | 317,830 | ||||
| Dilutive potential ordinary shares | ||||||||
| Warrants | 21,990 | 11,881 | 20,458 | 11,588 | ||||
| Options | 1,136 | 523 | 1,391 | 750 | ||||
| RSUs | 708 | 482 | 715 | 472 | ||||
| DSUs | 818 | 895 | 892 | 832 | ||||
| Bonus shares | 500 | 500 | 500 | 500 | ||||
| Convertible note shares | 35,443 | — | — | — | ||||
| Weighted average number of ordinary shares | 389,221 | 334,617 | 349,277 | 331,972 | ||||
| Diluted earnings per share | $ | 0.14 | $ | 0.06 | $ | 0.08 | $ | 0.19 |
Potential ordinary shares arising from conversion of convertible notes (27,913,000) was not included in the calculation of diluted loss per share for the nine months ended September 30, 2025, because their effect would have been anti-dilutive.
Page 27
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| 23. | 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.
| Three months<br> ended <br> September 30 | Nine months<br> ended <br> September 30 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share-based payments expense | 2025 | 2024 | 2025 | 2024 | |||||
| Stock options (note 23(a)) | $ | 416 | $ | 316 | $ | 1,001 | $ | 915 | |
| Restricted share units (note 23(b)) | 728 | 354 | 1,725 | 987 | |||||
| Deferred share units (note 23(c)) | — | — | 689 | 731 | |||||
| Performance share units (note 23(d)) | (62 | ) | 42 | 2,566 | 333 | ||||
| Share based payments expense | $ | 1,082 | $ | 712 | $ | 5,981 | $ | 2,966 | |
| (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.
| Nine months<br> ended September 30 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| Stock options outstanding | Number | Weighted<br><br> average<br><br> exercise price | Number | Weighted<br><br> average<br><br> exercise price | ||||||
| Outstanding, January 1 | 3,570,471 | C$ | 4.95 | 5,523,297 | C$ | 4.93 | ||||
| Granted | 491,412 | 13.63 | 651,955 | 5.13 | ||||||
| Exercised | (1,710,947 | ) | 4.33 | (1,406,407 | ) | 2.64 | ||||
| Expired, forfeited or cancelled | (46,204 | ) | 5.69 | (1,091,911 | ) | 7.86 | ||||
| Outstanding, September 30 | 2,304,732 | C$ | 7.26 | 3,676,934 | C$ | 4.97 | ||||
| Vested, September 30 | 1,208,191 | C$ | 5.59 | 2,303,882 | C$ | 4.62 |
The stock options granted during the nine months ended September 30, 2025 had a grant date fair value of C$2.7 million ($1.9 million) using the Black Scholes option pricing model with the following weighted average assumptions:
| · | Share<br> price at grant date ranging from C$13.10 to C$15.18, expected volatility 48%, expected life<br> - 5 years, risk free interest rates ranging from 2.7% to 3.0% and expected dividends –<br> nil. |
|---|
Page 28
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| (b) | Restricted share units (“RSUs”) |
| --- | --- |
RSUs awarded by the Company typically vest one-third each one, two, and three years after award date.
| Nine months<br> ended <br> September 30 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of RSUs outstanding: | 2025 | 2024 | ||||||||||
| Outstanding, January 1 | 821,040 | 580,219 | ||||||||||
| Awarded | 392,246 | 409,014 | ||||||||||
| Vested and settled | (208,738 | ) | (139,200 | ) | ||||||||
| Forfeitures | (33,685 | ) | (6,850 | ) | ||||||||
| Outstanding, September 30 | 970,863 | 843,183 | ||||||||||
| Number vesting<br> in the year | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number of RSUs outstanding: | Total | 2024 | 2025 | 2026 | 2027 | 2028 | ||||||
| Outstanding, September 30, 2024 | 843,183 | — | 478,326 | 230,047 | 134,810 | — | ||||||
| Outstanding, September 30, 2025 | 970,863 | — | 266,003 | 344,311 | 249,434 | 111,115 |
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. As at September 30, 2025, all RSU’s outstanding were accounted for as equity-settled.
During the nine months ended September 30, 2025 and 2024, there were no RSUs settled in cash.
| (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.
Page 29
| ORLA MINING LTD. | |||||
|---|---|---|---|---|---|
| Notes to the Consolidated Financial Statements | |||||
| Three and nine months ended September 30, 2025 and 2024 | |||||
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |||||
| Nine months<br> ended <br> September 30 | |||||
| --- | --- | --- | --- | --- | --- |
| Number of DSUs outstanding: | 2025 | 2024 | |||
| Outstanding, January 1 | 894,903 | 701,927 | |||
| Awarded and vested immediately | 75,570 | 192,976 | |||
| Settled | (152,507 | ) | — | ||
| Outstanding, September 30 | 817,966 | 894,903 | |||
| Vested, September 30 | 817,966 | 894,903 | |||
| (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 September 30, 2025, the PSU liability totaled $4.2 million of which $1.5 million was included in trade payables and accrued liabilities and $2.7 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.
| Nine months<br> ended <br> September 30 | ||||
|---|---|---|---|---|
| Number of PSUs outstanding: | 2025 | 2024 | ||
| Outstanding, January 1 | 522,876 | 198,737 | ||
| Awarded during the period | 160,637 | 324,139 | ||
| Outstanding, September 30 | 683,513 | 522,876 | ||
| Vested, September 30 | — | — | ||
| (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 30
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| 24. | RELATED PARTY TRANSACTIONS |
| --- | --- |
The Company’s related parties include:
| Related party | Nature of the relationship |
|---|---|
| Key<br> management personnel | Key<br> management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, Chief Sustainability<br> Officer, the Senior Vice President Exploration, and members of the Board of Directors of the Company. |
| Fairfax<br> Financial Holdings Limited, together with its subsidiaries | Shareholder<br> with significant influence over the Company as a result of its existing and exercisable potential voting rights. |
| (a) | Key management personnel |
| --- | --- |
Compensation to key management personnel was as follows:
| Three months<br> ended <br> September 30 | Nine months<br> ended <br> September 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Salaries and short term incentives | $ | 467 | $ | 387 | $ | 3,236 | $ | 2,647 |
| Directors’ fees | 134 | 149 | 423 | 449 | ||||
| Share based payments | 358 | 300 | 1,654 | 1,629 | ||||
| $ | 959 | $ | 836 | $ | 5,313 | $ | 4,725 | |
| (b) | Transactions | |||||||
| --- | --- |
During the nine months ended September 30, 2025, the Company paid $4.0 million in interest on the convertible notes to Fairfax Financial Holdings Limited and its subsidiaries (note 17(b)).
The Company had no other material transactions with related parties other than key management personnel during the nine months ended September 30, 2025, and 2024.
| (c) | Outstanding balances at the reporting date |
|---|
As at September 30, 2025, subsidiaries of Fairfax Financial Holdings Limited held $150.0 million in convertible notes (note 17(b)).
Key management personnel estimated accrued short term incentive compensation totaled $1.2 million and is included in accrued liabilities (December 31, 2024 – $1.3 million).
Page 31
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| 25. | SUPPLEMENTAL CASH FLOW INFORMATION |
| --- | --- |
| (a) | Cash |
| --- | --- |
Cash consists of bank current accounts and cash on hand.
| (b) | Income taxes related operating cash flow items | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months<br> ended<br> September 30 | Nine months<br> ended<br> September 30 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Income<br> tax expense | $ | 28,054 | $ | 27,533 | $ | 95,222 | 63,213 | |||||
| Income taxes paid | (316 | ) | (217 | ) | (35,348 | ) | (14,492 | ) | ||||
| Income<br> tax instalments paid | (20,041 | ) | (8,809 | ) | (40,027 | ) | (15,534 | ) | ||||
| Tax<br> related cash flow items | $ | 7,697 | $ | 18,507 | $ | 19,847 | $ | 33,187 | ||||
| (c) | Changes in non-cash working capital | |||||||||||
| --- | --- | |||||||||||
| Three months<br> ended <br> September 30 | Nine months<br> ended <br> September 30 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Accounts receivable and prepaid expenses | $ | 612 | $ | (2,193 | ) | $ | (7,374 | ) | $ | (2,318 | ) | |
| Inventory | (3,563 | ) | 447 | 237 | 980 | |||||||
| Valued added taxes recoverable | (255 | ) | (1,116 | ) | (8,667 | ) | 2,721 | |||||
| Trade payables and accrued liabilities | 13,438 | 3,574 | 24,012 | 1,579 | ||||||||
| Changes in non-cash working capital | $ | 10,232 | $ | 712 | $ | 8,208 | $ | 2,962 |
Page 32
| ORLA MINING LTD. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes to the Consolidated Financial Statements | ||||||||
| Three and nine months ended September 30, 2025 and 2024 | ||||||||
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | ||||||||
| (d) | Non-cash investing and financing activities | |||||||
| --- | --- | |||||||
| Three months<br> ended <br> September 30 | Nine months<br> ended<br> September 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Financing<br> activities | ||||||||
| Stock<br> options exercised, credited to share capital with an offset to reserves | $ | 147 | $ | 261 | $ | 2,234 | $ | 985 |
| Warrants exercised,<br> credited to share capital with an offset to reserves | 3,149 | 226 | 3,575 | 539 | ||||
| Common shares<br> issued on maturity of RSUs and DSUs, credited to share capital with an offset to reserves | — | — | 1,216 | 623 | ||||
| Investing<br> activities | ||||||||
| Initial recognition<br> of right of use assets, with an offset to lease obligation | 2,848 | 1,201 | 10,786 | 1,201 | ||||
| 26. | SEGMENT INFORMATION | |||||||
| --- | --- | |||||||
| (a) | Geographic segments | |||||||
| --- | --- |
The Company’s geographic segments align very closely with its reportable operating 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.
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.
Page 33
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
Income (loss) for the period by segment
| Nine months ended September 30,<br> 2025 | Mussel-<br><br> white Mine | Camino Rojo | South Carlin<br><br> Complex | Cerro Quema | Corporate | Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Provided to the CODM on a per-segment basis | ||||||||||||||||||
| External revenue (note<br> 3) | $ | 292,242 | $ | 269,552 | $ | — | $ | — | $ | 117,596 | $ | 679,390 | ||||||
| Intersegment revenue | 130,361 | — | — | — | (130,361 | ) | — | |||||||||||
| Operating costs | (160,958 | ) | (64,177 | ) | — | — | — | (225,135 | ) | |||||||||
| Royalties | (10,634 | ) | (8,010 | ) | — | — | — | (18,644 | ) | |||||||||
| Exploration and evaluation expenses<br> (note 7) | (2,246 | ) | (5,150 | ) | (17,880 | ) | (5,424 | ) | (371 | ) | (31,071 | ) | ||||||
| General and administrative<br> expenses (note 8) | — | — | — | — | (32,286 | ) | (32,286 | ) | ||||||||||
| Segment profit (loss) as provided to the<br> CODM | 248,765 | 192,215 | (17,880 | ) | (5,424 | ) | (45,422 | ) | 372,254 | |||||||||
| Reconciling items to net income before<br> tax expense | ||||||||||||||||||
| Depletion and depreciation | (101,067 | ) | ||||||||||||||||
| Interest income | 5,774 | |||||||||||||||||
| Depreciation | (366 | ) | ||||||||||||||||
| Share based payments (note 23) | (5,981 | ) | ||||||||||||||||
| Interest and accretion expense | (40,109 | ) | ||||||||||||||||
| Fair value adjustments on financial<br> instruments | (100,465 | ) | ||||||||||||||||
| Foreign exchange and other gain (loss) | (7,165 | ) | ||||||||||||||||
| Income before tax<br> expense, for the period | $ | 122,875 |
Page 34
| ORLA MINING LTD. | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes to the Consolidated Financial Statements | |||||||||||||||||
| Three and nine months ended September 30, 2025 and 2024 | |||||||||||||||||
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |||||||||||||||||
| Nine months ended September 30,<br> 2024 | Mussel-<br><br> white Mine | Camino Rojo | South Carlin<br><br> Complex | Cerro Quema | Corporate | Total | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Provided to the CODM on a per-segment basis | |||||||||||||||||
| External revenue (note<br> 3) | $ | — | $ | 251,155 | $ | — | $ | — | $ | — | $ | 251,155 | |||||
| Operating costs | — | (57,142 | ) | — | — | — | (57,142 | ) | |||||||||
| Royalties | — | (6,232 | ) | — | — | — | (6,232 | ) | |||||||||
| Exploration and evaluation expenses<br> (note 7) | — | (5,941 | ) | (14,802 | ) | (4,003 | ) | (300 | ) | (25,046 | ) | ||||||
| General and administrative<br> expenses (note 8) | — | — | — | (174 | ) | (11,591 | ) | (11,765 | ) | ||||||||
| Segment profit (loss) as provided to the<br> CODM | — | 181,840 | (14,802 | ) | (4,177 | ) | (11,891 | ) | 150,970 | ||||||||
| Reconciling items to net income before<br> tax expense | |||||||||||||||||
| Depletion and depreciation | (29,971 | ) | |||||||||||||||
| Interest income | 9,036 | ||||||||||||||||
| Depreciation | (374 | ) | |||||||||||||||
| Share based payments (note 23) | (2,966 | ) | |||||||||||||||
| Interest and accretion expense | (5,888 | ) | |||||||||||||||
| Foreign exchange and other gain (loss) | 5,300 | ||||||||||||||||
| Income before tax expense, for the period | $ | 126,107 |
The Company had not yet acquired the Musselwhite Mine as of the end of the prior year comparative period ended March 31, 2024. Consequently, nil amounts are presented for the Musselwhite Mine in the above table.
Assets by geographic segment
| At September 30, 2025 | Canada | Mexico | USA | Panama | Corporate | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property, plant and equipment | $ | 1,117,311 | $ | 188,903 | $ | 8,998 | $ | — | $ | 1,826 | $ | 1,317,038 |
| Exploration and evaluation properties | — | — | $ | 171,948 | $ | 10,000 | — | $ | 181,948 | |||
| Total assets | $ | 1,303,902 | $ | 402,161 | $ | 182,443 | $ | 10,822 | $ | 74,211 | $ | 1,973,539 |
| 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 | |||
| Total assets | — | $ | 378,619 | $ | 173,260 | $ | 10,809 | $ | 35,661 | $ | 598,349 |
Page 35
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| 27. | 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. We currently do not pay regular dividends.
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.
| 28. | 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.
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.
Page 36
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 2025 and 2024 |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). |
The carrying value of cash, trade and other receivables, and restricted cash approximates the fair value due to the short-term nature of the instruments.
At September 30, 2025, the carrying values and fair values of our financial instruments by category were as follows:
| Fair value | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Classification | Carrying<br> <br><br> value | Level 1 | Level 2 | Level 3 | ||||||
| Financial assets | ||||||||||
| Cash | FVTPL | $ | 326,920 | $ | 326,920 | $ | — | $ | — | |
| Accounts receivable | FVTPL | 1,421 | 60 | 1,361 | — | |||||
| Derivative assets | FVTPL | 30,000 | — | 30,000 | — | |||||
| Restricted cash | Amortized cost | 773 | 773 | — | — | |||||
| $ | 359,114 | $ | 327,753 | $ | 31,361 | $ | — | |||
| Financial liabilities | ||||||||||
| Derivative liabilities (note 15) | FVTPL | 154,273 | — | 154,273 | — | |||||
| Credit facility | Amortized cost | 219,044 | — | — | 220,000 | |||||
| Convertible notes | Amortized cost | 170,175 | — | — | 170,175 | |||||
| $ | 543,492 | $ | — | $ | 154,273 | $ | 390,175 |
At December 31, 2024, the carrying values and fair values of our financial instruments by category were as follows:
| Fair value | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Classification | Carrying<br><br> value | Level 1 | Level 2 | Level 3 | |||||
| Financial assets | |||||||||
| Cash | FVTPL | $ | 160,849 | $ | 160,849 | $ | — | $ | — |
| Accounts receivable | FVTPL | 65 | 65 | — | — | ||||
| Derivative assets | FVTPL | 3,387 | — | 3,387 | — | ||||
| Restricted cash | Amortized cost | 763 | 763 | — | — | ||||
| $ | 165,064 | $ | 161,677 | $ | 3,387 | $ | — | ||
| Financial liabilities | |||||||||
| Derivative liabilities | FVTPL | 249 | — | 249 | — | ||||
| $ | 249 | $ | — | $ | 249 | $ | — |
The fair value of the Credit Facility is 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.
Page 37
| ORLA MINING LTD. |
|---|
| Notes to the Consolidated Financial Statements |
| Three and nine months ended September 30, 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 Credit Facility at September 30, 2025 was estimated at $220.0 million using a discount rate of 7.4%.
We determined that no transfers occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.
| 29. | 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 September 30, 2025, these outstanding purchase orders and contracts totaled approximately $24.7 million (December 31, 2024 – $0.6 million).
The Company is committed to making severance payments totaling approximately $9.1 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.
| (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.
Page 38
| ORLA MINING LTD. | |
|---|---|
| Notes to the Consolidated Financial Statements | |
| Three and nine months ended September 30, 2025 and 2024 | |
| (United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts). | |
| 30. | INCOME TAXES |
| --- | --- |
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, 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.
| Three months<br> ended <br> September 30 | Nine months<br> ended <br> September 30 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||
| Current income tax | $ | 19,062 | $ | 18,826 | $ | 69,508 | $ | 38,960 | |
| Mexican 8.5% Special Mining Duty | 4,181 | 5,051 | 14,758 | 12,292 | |||||
| Ontario Mining Tax | 4,179 | — | 8,550 | — | |||||
| Withholding tax | 317 | 217 | 3,884 | 827 | |||||
| Deferred income tax (recovery) | 27 | 2,932 | (1,542 | ) | 10,276 | ||||
| Deferred Mexican 8.5% Special Mining Duty | 254 | 507 | (193 | ) | 858 | ||||
| Deferred Ontario Mining Tax | 34 | — | 257 | — | |||||
| Tax expense | $ | 28,054 | $ | 27,533 | $ | 95,222 | $ | 63,213 |
The Mexican Special Mining Duty changed from 7.5% to 8.5% effective January 1, 2025.
| 31. | EVENTS AFTER THE REPORTING PERIOD |
|---|---|
| (a) | Revolving facility principal payment |
| --- | --- |
Subsequent to the reporting period, the Company made a principal repayment of $30 million on the Revolving Facility (note 17(a)).
| (b) | Exercise of warrants |
|---|
Subsequent to the reporting period, the Company issued common shares pursuant to the exercise of warrants (note 21(b)).
Page 39
Exhibit 99.2
Management’s Discussion and Analysis
Three and nine months ended September 30, 2025
Amounts in United States dollars
Page 1
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
TABLE OF CONTENTS
| I. | OVERVIEW | 3 | |
|---|---|---|---|
| II. | SUMMARY | 4 | |
| Q3 2025 SUMMARY | 4 | ||
| III. | DISCUSSION OF OPERATIONS | 8 | |
| A. | MUSSELWHITE MINE, CANADA | 8 | |
| B. | CAMINO ROJO, MEXICO | 12 | |
| C. | SOUTH RAILROAD PROJECT (SOUTH CARLIN COMPLEX), NEVADA, USA | 15 | |
| D. | OTHER PROJECTS - CERRO QUEMA PROJECT, PANAMA | 16 | |
| IV. | NON-GAAP MEASURES | 18 | |
| V. | SUMMARY OF QUARTERLY RESULTS | 22 | |
| VI. | THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 | 24 | |
| VII. | LIQUIDITY | 27 | |
| VIII. | RELATED PARTY TRANSACTIONS | 28 | |
| IX. | CAPITAL RESOURCES | 29 | |
| X. | OUTSTANDING SHARE DATA | 29 | |
| XI. | OFF-BALANCE SHEET ARRANGEMENTS | 30 | |
| XII. | PROPOSED TRANSACTIONS | 30 | |
| XIII. | CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION | 30 | |
| XIV. | CRITICAL ACCOUNTING ESTIMATES | 30 | |
| XV. | FINANCIAL INSTRUMENTS | 32 | |
| XVI. | INTERNAL CONTROL OVER FINANCIAL REPORTING | 32 | |
| XVII. | CAUTIONARY NOTES | 33 | |
| XVIII. | RISKS AND UNCERTAINTIES | 35 |
Page 2
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 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”):
| · | Camino Rojo, located in Zacatecas State, Mexico,<br>consisting of the Camino Rojo oxide open-pit mine (the “Camino Rojo Oxide Mine”) and the Camino Rojo sulphides underground<br>project (“Camino Rojo Sulphides”); |
|---|---|
| · | Musselwhite Mine, located in Ontario, Canada,<br>an underground operation acquired on February 28, 2025; and |
| --- | --- |
| · | South Railroad Project, located in Nevada, United<br>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 three- and nine-month period ended September 30, 2025. It should be read in conjunction with the Company’s unaudited interim 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, 2024 (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 November 11, 2025.
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 nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| II. | SUMMARY |
| --- | --- |
Q3 2025 SUMMARY
| · | Third quarter gold production of 79,645 ounces<br>and total quarterly gold sold of 78,857 ounces, generating $275.0 million in revenue. |
|---|---|
| · | Third quarter all-in sustaining cost^1^<br>(“AISC”) was $1,641 per ounce of gold sold. Year to date AISC was $1,420 per ounce of gold sold. |
| --- | --- |
| · | Net income for the third quarter was $49.3 million<br>or $0.15 per share |
| --- | --- |
| · | Adjusted earnings^1^ for the third quarter<br>were $73.0 million or $0.22 per share. |
| --- | --- |
| · | Cash flow from operating activities before changes<br>in non-cash working capital during the third quarter was $113.1 million. |
| --- | --- |
| · | Exploration and project expenditure^1^<br>was $38.8 million during the quarter, of which $12.8 million was expensed and $26.0 million was capitalized. |
| --- | --- |
| · | Musselwhite initial exploration results confirm<br>a potential two-kilometre extension of the mine’s main gold trend indicating substantial potential to extend mine life and increase<br>production from one of Canada’s longest-operating gold mines. |
| --- | --- |
| · | The Company experienced a pit wall event at Camino<br>Rojo on July 23 resulting in a temporary operational pause and mining resequencing. As a result, the Company updated its annual consolidated<br>guidance to 265,000 to 285,000 ounces of gold production and AISC of $1,350 to $1,550 per ounces of gold sold. Orla is currently on track<br>to achieve the revised production and cost guidance. |
| --- | --- |
| · | The Company ended the period with $326.9 million<br>in cash and $420.0 million in debt, resulting in $93.1 million in net debt^1^ and $356.9 million in liquidity^1^. |
| --- | --- |
Key developments during the quarter included:
| · | Safety first: The Camino Rojo pit-wall material movement on July 23,<br>2025, occurred along the temporary north wall of the open pit following significant rainfall. There were no injuries, environmental impacts,<br>or equipment damage. Pit-wall monitoring systems detected the movement early and ensured a controlled response. Mining in the pit was<br>paused pending geotechnical assessment. |
|---|---|
| · | Stabilization plan and guidance update: Following completion of independent<br>geotechnical reviews, Orla implemented a 50–80 metre north-wall pushback with redesigned slopes and continuous monitoring at Camino<br>Rojo. Approximately 9 million tonnes of predominantly oxidized material are expected to be mined, crushed, and stacked on the heap-leach<br>pad during stabilization. No ore was lost or sterilized. |
| --- | --- |
On August 5, 2025, the Company updated its 2025 production guidance to 265,000 – 285,000 ounces of gold, with AISC of $1,350–$1,550 per ounce of gold produced.
^1^ Non-GAAP measure. Refer to “Non-GAAP Measures”of this MD&A for a reconciliation of this measure to our financial statements.
Page 4
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| · | Continued production through stockpiles: While in-pit mining was temporarily<br>paused, Orla maintained production by crushing and stacking stockpiled and run-of-mine material. This mitigated short-term production<br>impacts and preserved processing continuity. |
| --- | --- |
| · | Technical report filed: On July 17, 2025, Orla filed an updated<br>NI 43-101 Technical Report for Camino Rojo, incorporating an initial underground Mineral Resource estimate extending into the underlying<br>Zone 22 sulphide zone. A 15,000-metre drilling program is substantially complete, and engineering and metallurgical studies are underway<br>to support a planned Preliminary Economic Assessment (“PEA”) in 2026. |
| --- | --- |
| · | Operations at Musselwhite: Integration of the Musselwhite Mine continued<br>smoothly through the quarter. The operation maintained steady underground development and strong safety performance. Refer to the tables<br>below for detailed production metrics for Q3 2025. Integration activities are expected to be completed by the end of the 2025 calendar<br>year. |
| --- | --- |
| · | Advancement at South Railroad: During the quarter, the Bureau of Land<br>Management (“BLM”) published the Notice of Intent for the South Railroad project in the Federal Register, thereby initiating<br>the formal Environmental Impact Statement (“EIS”) process under National Environmental Policy Act (NEPA). Permitting, engineering,<br>and optimization work continued in support of project development. An updated feasibility study is expected to be released in the fourth<br>quarter of 2025. |
| --- | --- |
| · | Sustainability and community engagement: Orla continued active engagement<br>with local communities near Camino Rojo and Musselwhite. At South Railroad, the team participated in BLM-led meetings as part of the public<br>scoping period of the permitting process. Monitoring confirmed no environmental impact from the July pit-wall event at Camino Rojo,<br>and engagement with CONAGUA continued regarding water management and diversion channel restoration as part of the stabilization plan. |
| --- | --- |
Q3 reinforced Orla’s ability to manage operational challenges with a disciplined, safety-first culture and technical rigour while advancing long-term value through continued exploration and integration.
Page 5
| ORLA MINING LTD. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Management’s Discussion and Analysis | ||||||||||
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated | |||||||||
| Consolidated Operating and Financial Results | **** | Q3 2025 | Q3 2024 | YTD 2025 | **** | YTD 2024 | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gold production | ounces | 79,645 | 43,788 | 205,215 | 110,217 | |||||
| Gold sold | ounces | 78,858 | 38,265 | 204,124 | 105,186 | |||||
| Average<br>realized gold price ^1^ | per ounce | $ | 3,417 | $ | 2,477 | $ | 3,239 | $ | 2,301 | |
| Cost of sales – operating cost | million | $ | 91.3 | $ | 20.5 | $ | 225.1 | $ | 57.1 | |
| Cash cost per ounce ^1, 2^ | per ounce | $ | 1,200 | $ | 482 | $ | 1,046 | $ | 516 | |
| All-in sustaining cost per ounce ^1, 2^ | per ounce | $ | 1,641 | $ | 720 | $ | 1,420 | $ | 798 | |
| Revenue | million | $ | 275.0 | $ | 99.3 | $ | 679.4 | $ | 251.2 | |
| Net income | million | $ | 49.3 | $ | 21.1 | $ | 27.7 | $ | 62.9 | |
| Earnings per share – basic | $/share | $ | 0.15 | $ | 0.07 | $ | 0.09 | $ | 0.20 | |
| Adjusted earnings ^1^ | million | $ | 73.0 | $ | 19.2 | $ | 175.8 | $ | 59.1 | |
| Adjusted earnings per share - basic ^1^ | $/share | $ | 0.22 | $ | 0.06 | $ | 0.54 | $ | 0.19 | |
| Cash flow from operating activities before changes in non-cash working capital | million | $ | 113.1 | $ | 52.0 | $ | 617.0 | $ | 126.9 | |
| Free cash flow ^1^ | million | $ | 93.1 | $ | 45.3 | $ | (246.8 | ) | $ | 113.3 |
Cash flow from operating activities before changes in non-cash working capital for the nine months ended September 30, 2025, includes the proceeds received from the gold prepay facility of $360.8 million. Similarly, free cash flow for the nine months ended September 30, 2025, includes $794.1 million of cash paid for the acquisition of the Musselwhite mine on February 28, 2025.
| Financial position | **** | September 30 2025 | **** | June 30 2025 | **** | Dec 31 2024 | |||
|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | million | $ | 326.9 | $ | 215.4 | $ | 160.8 | ||
| Net cash (net debt) ^1^ | million | $ | (93.1 | ) | $ | (204.6 | ) | $ | 160.8 |
| Liquidity^1^ | million | $ | 356.9 | $ | 245.4 | $ | 310.8 |
^1^ Non-GAAP measure. Refer to “Non-GAAPMeasures” 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 operationsof Musselwhite Mine for the period March 1, 2025, to March 31, 2025. Refer to “Non-GAAP Measures” for further discussion.
Page 6
| ORLA MINING LTD. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Management’s Discussion and Analysis | ||||||||
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated | |||||||
| Operating and Financial Results | Q3 2024 | YTD 2025 | YTD 2024 | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gold production | ||||||||
| Camino Rojo | ounces | 22,059 | 43,788 | 77,177 | 110,217 | |||
| Musselwhite | ounces | 57,586 | N/A | 128,038 | N/A | |||
| Total | ounces | 79,645 | 43,788 | 205,215 | 110,217 | |||
| Gold sold | ||||||||
| Camino Rojo | ounces | 21,961 | 38,265 | 79,064 | 105,186 | |||
| Musselwhite | ounces | 56,897 | N/A | 125,060 | N/A | |||
| Total | ounces | 78,858 | 38,265 | 204,124 | 105,186 | |||
| Cost of sales – operating cost | ||||||||
| Camino Rojo | 000 | 21,594 | $ | 20,509 | $ | 64,177 | $ | 57,142 |
| Musselwhite | 000 | 69,690 | N/A | 160,958 | N/A | |||
| Total | 000 | 91,284 | $ | 20,509 | $ | 225,135 | $ | 57,142 |
| Cash<br> cost per ounce ^1^ | ||||||||
| Camino Rojo | per ounce | 853 | $ | 482 | $ | 688 | $ | 516 |
| Musselwhite ^2^ | per ounce | 1,335 | N/A | $ | 1,305 | N/A | ||
| Consolidated ^2^ | per ounce | 1,200 | 482 | $ | 1,046 | 516 | ||
| All<br> in sustaining cost per ounce sold^1^ | ||||||||
| Camino Rojo | per ounce | 1,078 | $ | 596 | $ | 773 | $ | 657 |
| Musselwhite ^2^ | per ounce | 1,697 | N/A | $ | 1,681 | N/A | ||
| Consolidated ^3^ | per ounce | 1,641 | $ | 720 | $ | 1,420 | $ | 798 |
| Capital expenditures | ||||||||
| Camino Rojo | 000 | 6,738 | $ | 7,769 | $ | 12,952 | $ | 24,117 |
| Musselwhite | 000 | 26,905 | N/A | $ | 56,164 | N/A |
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 Minewas acquired on February 28, 2025. Cash cost per ounce and AISC per ounce presented above do not include the operations of MusselwhiteMine for the period March 1, 2025, to March 31, 2025. Refer to “Non-GAAP Measures” for further discussion.
^3^ Includes corporate administrative costs not allocatedto any specific mining operation.
Page 7
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| III. | DISCUSSION OF OPERATIONS |
| --- | --- |
| A. | MUSSELWHITE MINE, CANADA |
| --- | --- |
Musselwhite is a Canadian mining operation which has produced over 6 million oz of gold since it began operating in 1997. It is a fly-in-fly-out underground mining operation located in northwestern Ontario, Canada, with mining taking place from two main zones via longitudinal retreat and transverse stoping, conveyed to surface by an internal winze and conveyor. Ore processing occurs via two-stage crushing, grinding, leach/cyanide-in-pulp (“CIP”), and finally, doré with annual throughput capacity of 1.5 Mtpa. Gold recovery rates have been approximately 96%.
On February 28, 2025, Orla acquired the Musselwhite Mine from Newmont Corporation 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. Refer to our unaudited condensed interim consolidated financial statements as at September 30, 2025, for specific details of the consideration paid.
MUSSELWHITE OPERATIONAL UPDATE
Orla completed the Musselwhite transaction on February 28, 2025. Therefore, the following discussion relates only to activity which took place after March 1, 2025.
| Musselwhite Mine Operating Highlights | **** | Q3 2025 | **** | YTD 2025^1^ | **** | ||
|---|---|---|---|---|---|---|---|
| Total ore mined | tonnes | 325,923 | 736,689 | ||||
| Total ore milled | tonnes | 329,634 | 728,489 | ||||
| Average ore grade milled | g/t | 5.87 | 5.68 | ||||
| Average mill recovery rate | percent | 95.32 | % | 95.84 | % | ||
| Gold ounces produced | ounces | 57,586 | 128,038 | ||||
| Gold ounces sold | ounces | 56,897 | 125,060 | ||||
| Revenue | $ 000’s | $ | 193,460 | $ | 409,838 | ||
| Cost of sales | $ 000’s | $ | 69,690 | $ | 160,958 | ||
| DD&A | $ 000’s | $ | 36,476 | $ | 75,938 | ||
| Royalties | $ 000’s | $ | 6,476 | $ | 10,634 | ||
| Sustaining capital expenditures | $ 000’s | $ | 18,275 | $ | 44,745 | ||
| Non-sustaining capital expenditures | $ 000’s | $ | 8,630 | $ | 11,419 | ||
| Cash<br>cost per ounce sold ^2^ | per ounce | $ | 1,335 | $ | 1,305 | ||
| All-in sustaining cost per ounce sold ^2^ | per ounce | $ | 1,697 | $ | 1,681 |
^1^ Year-to-date figures for Musselwhiteare from March 1, 2025 onward, as the acquisition was completed on February 28, 2025.
^2^Musselwhite Mine was acquired on February 28, 2025. Cash cost per ounce and AISC per ounce presented above do not include the operationsof Musselwhite Mine for the period March 1, 2025, to March 31, 2025. Refer to “Non-GAAP Measures” for further discussion.
Page 8
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
Tonnes mined at Musselwhite Mine continued to improve in the third quarter, with two double-stacked stopes being in full production at the end of the period. In addition, the triple-stack stope in the Redwings area, commissioned in September, will continue contributing to increased ore delivery through the remainder of the year.
The Musselwhite Mine continued to perform steadily through the third quarter as the site advanced integration into Orla’s corporate systems and technical standards. Mine development, underground drilling, and ventilation-upgrade projects all progressed during the period. Integration activities are expected to be completed by the end of the fourth quarter 2025.
Operating Costs
Mining costs for the quarter averaged above plan as there was greater lateral development allocated to operations.
Processing costs were slightly higher than plan early in the quarter, owing to contractor maintenance and crusher-system work, then returned to plan in September.
General and administrative (“G&A”) costs remained broadly consistent with expectations but reflected transitional spending related to IT separation from Newmont and site services.
Capital Expenditures
Sustaining capital spending was below plan each month due to timing of development metres and contractor availability. Several projects —including additional dry space, generator and data-centre upgrade, and truck lease timing—were deferred to later periods.
Lateral development metres in the quarter totalled 2,738 metres. Lateral development allows access to mining horizons for existing reserves and provides additional drill platforms to support the underground exploration drill program to grow reserves, resources, and mineral inventories.
Sustaining capital during the second quarter totalled $18.3 million, the majority of which related to underground development and the PQ Deep Extension.
Integration and Outlook
The transition from Newmont systems to Orla’s platform progressed well through the quarter, with finance, human resources, procurement, and maintenance modules largely implemented.
Ventilation upgrades and underground infrastructure projects remain on track for completion in early 2026.
The Company continues to expect steady production and cost performance in line with revised guidance and anticipates capital timing to normalize as contractor resources stabilize in Q4 2025.
GEOLOGY AND EXPLORATION STRATEGY
Musselwhite has a strong history of gold production, supported by consistent resource and reserve replacement and growth. Gold mineralization is primarily hosted within folded banded iron formations (“BIF”), characterized by close associations with pyrrhotite, quartz-carbonate veining, and quartz flooding.
Orla’s exploration strategy aims to replace reserves and grow resources through sustained exploration investment. The 2025 program is focused on defining the extent and continuity of mineralization across priority zones, particularly along the Mine Trend extension, with the objective of establishing sufficient geological confidence to consider opportunities that increase annual gold production. Orla also intends to outline a long-term plan to explore the broader mine lease area and regional claims, recognizing strong potential for additional BIF-hosted and orogenic gold mineralization.
Page 9
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
EXPLORATION PROGRAM UPDATE
The 2025 exploration program at Musselwhite is focused on defining the extent and continuity of mineralization across priority zones, particularly along the Mine Trend extension, and to define reserves, resources, and inventory to support production and extend the mine life. Following Orla’s acquisition of Musselwhite in February 2025, the Company launched an aggressive two-year exploration program designed to accomplish the following:
| 1. | Test Mine Trend Extensions: Deep directional surface drilling to test the down-plunge extension of the<br>Mine Trend one kilometre beyond historical surface drilling (11,000 metres). |
|---|---|
| 2. | Replace and Expand Underground Resources: Underground drilling for reserve, resource, and inventory definition<br>to support production and growth (38,000 metres). |
| --- | --- |
| 3. | Identify Satellite Deposits: Near-mine surface drilling to evaluate targets for potential shallow open-pit<br>satellite deposits within a 10 km-radius of the mill (6,500 metres). |
| --- | --- |
Orla’s 2025 deep directional drilling program at Musselwhite is off to an exceptional start. Drilling has intersected high-grade gold mineralization 1.6 kilometres along strike from current operations, including 4.1 metres grading 15.1 g/t gold with visible gold observed. Importantly, favourable geology extends a further 400 metres, highlighting strong potential to expand the mineralized corridor and significantly extend mine life and future production.
Launched in late May, the program is targeting the northwest extension of the Mine Trend within a well-developed iron formation. Three rigs are currently active, with 8,000 metres of the planned 11,000 metres now complete. Results have been released from the first four holes of an approximately 30-hole program, and early indications are highly encouraging.
Each mother hole supports two drill sections, spaced 200 and 400 metres apart this year, moving to consistent 200-metre spacing in 2026. Each section includes at least five daughter holes with 50-metre vertical separations, designed to systematically test mineralization 1,200 to 2,000 metres beyond the current resource boundary.
These early successes reinforce Musselwhite’s exceptional exploration upside and mark an exciting step forward in unlocking the next phase of growth for the operation.
Remaining 2025 Program: Includes additional daughter holes from existing mother holes are expected to reach target zones by year-end, with assay results anticipated in the fourth quarter 2025 and the first quarter 2026.
2026 Planning: The program is expected to include infill drilling at 200-metre spacing to establish high-confidence inventory and test potential extensions up to three kilometres from current resources.
Resource Growth: With greater confidence in expansion potential, Musselwhite will be positioned to pursue opportunities that increase throughput, enhance gold production, and extend mine life significantly beyond current projections.
The near-mine surface drilling program returned encouraging shallow gold mineralization intercepts from several near-mine targets, and the underground exploration drilling program intersected high-grade gold mineralization in multiple zones, including Lynx and Redwings. The underground and deep directional drill programs will continue through year-end, while the near-mine surface program was completed in October.
Initial results are outlined in our press release dated October 6, 2025, “Orla Mining Discovers Potential Two-Kilometre Extension at Musselwhite”.
Page 10
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
SUSTAINABILITY
In August, members of the Sustainability & External Relations, Human Resources and Orla corporate team visited North Caribou Lake First Nation, and in September mine employees volunteered at a cultural awareness project that is aimed to make Thunder Bay more inclusive and welcoming for Indigenous students from other communities.
During Q3, Orla launched its signature leadership program (“LEAD") at Musselwhite with the execution of Leadership Foundations workshops, a two-day program where team leaders are introduced to Orla’s Leadership Program. A total of 32 leaders were trained, accounting to 512 hours of social training.
At the end of Q3 2025, 38% of direct employees were local, with an 88% male and 12% female representation. 14% self-identified as Indigenous.
Page 11
| ORLA MINING LTD. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Management’s Discussion and Analysis | |||||||||
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated | ||||||||
| B. | CAMINO ROJO, MEXICO | ||||||||
| --- | --- | ||||||||
| Camino Rojo Operating Summary | **** | Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Mining | |||||||||
| Total ore mined | tonnes | 707,524 | 1,942,269 | 4,535,504 | 5,790,782 | ||||
| Ore - processed | tonnes | 664,667 | 1,738,142 | 3,986,130 | 5,248,779 | ||||
| Low grade ore – stockpiled | tonnes | 42,856 | 204,127 | 549,373 | 542,003 | ||||
| Waste mined | tonnes | 2,365,615 | 2,840,117 | 7,739,580 | 5,764,628 | ||||
| Total mined | tonnes | 3,073,139 | 4,782,386 | 12,275,084 | 11,555,410 | ||||
| Strip ratio | w:o | 3.34 | 1.46 | 1.71 | 1.00 | ||||
| Total ore mined gold grade | g/t | 0.61 | 0.88 | 0.68 | 0.84 | ||||
| Ore – processed | g/t | 0.62 | 0.95 | 0.73 | 0.90 | ||||
| Low grade ore – stockpiled | g/t | 0.36 | 0.30 | 0.32 | 0.31 | ||||
| Processing | |||||||||
| Ore crushed | tonnes | 1,783,807 | 1,805,535 | 5,155,857 | 5,443,305 | ||||
| Ore stacked | tonnes | 2,793,951 | 1,786,175 | 7,075,366 | 5,504,158 | ||||
| Stacked ore gold grade | g/t | 0.40 | 0.93 | 0.55 | 0.87 | ||||
| Gold produced | oz | 22,059 | 43,788 | 77,177 | 110,217 | ||||
| Daily stacking rate – average | tpd | 18,934 | 18,434 | 18,680 | 19,246 | ||||
| Revenue | $000’s | $ | 81,513 | $ | 99,307 | $ | 269,552 | $ | 251,155 |
| Cost of sales – operating costs | $000’s | $ | 21,594 | $ | 20,509 | $ | 64,177 | $ | 57,142 |
| DD&A | $000’s | $ | 7,033 | $ | 11,597 | $ | 25,129 | $ | 29,971 |
| Royalties | $000’s | $ | 2,423 | $ | 2,466 | $ | 8,010 | $ | 6,232 |
| Sustaining capital expenditures | $000’s | $ | 4,568 | $ | 4,060 | $ | 5,537 | $ | 13,970 |
| Non-sustaining capital expenditures | $000’s | $ | 2,170 | $ | 3,709 | $ | 7,415 | $ | 10,147 |
| Cash cost per ounce ^1^ | per ounce | $ | 853 | $ | 482 | $ | 688 | $ | 516 |
| All-in sustaining cost per ounce ^1^ | per ounce | $ | 1,078 | $ | 596 | $ | 773 | $ | 657 |
| Sept 30, 2025 | Sept 30, 2024 | ||||||||
| --- | --- | --- | --- | ||||||
| Total ROM ore stockpile | tonnes | 585,770 | 2,793,616 | ||||||
| ROM ore stockpile grade | g/t | 0.34 | 0.33 |
Page 12
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
CAMINO ROJO OPERATIONAL UPDATE
The Camino Rojo Oxide Gold Mine produced 22,059 ounces of gold in the third quarter of 2025, in line with plan.
On July 23, Camino Rojo experienced an uncontrolled material movement on the north wall, resulting in no injuries or equipment damage. Work has started on the action plan, including a 50–80 metre pushback of the north wall with a redesigned slope and continuous monitoring. Approximately 9.0 million tonnes of predominantly oxidized material (strip ratio 1:0.9, average grade 0.74 g/t Au) is planned to be removed and stacked on the heap leach. No material was lost or sterilized; the update to 2025 guidance reflects a deferral of production based on grade and recovery mix.
During the quarter, Camino Rojo mined over 0.7 million tonnes of ore and nearly 2.4 million tonnes of waste, for an implied strip ratio of 3.34. This higher strip ratio is a result of the pit wall event that occurred during the quarter. As stabilization activities began, many tonnes of overburden material were removed and categorized as waste material which resulted in a higher-than-normal strip ratio.
A total of 1.7 million tonnes of ore were stacked at an average grade of 0.44 g/t gold equating to an average daily stacking rate of about 18.9 thousand tonnes. The majority of these tonnes came from the low-grade stockpile while mining activities were paused temporarily following the pit wall event in late July. In addition, 1.1 million tonnes of run-of-mine low-grade ore from the stockpile were rehandled and placed on the leach pad, averaging 0.32 g/t gold. In total, 2.8 million tonnes of ore at an average grade of 0.40 g/t gold were placed on the heap leach pad during the quarter. Gold sold during the quarter totaled 21,961 ounces and sustaining capital during the third quarter of 2025 totaled $4.6 million.
Operating Costs and Variances
Mining costs were on plan in July. August costs were lower than planned due to reduced mined tonnes during the suspension, and September returned to plan as limited pushback and preparation work commenced.
Processing costs were elevated as the site continued to crush and stack stockpiled low-grade ore to maintain leach-pad performance. The increase was driven by unbudgeted re-handling of run-of-mine material, additional contractor work on crusher repairs, and higher reagent, fuel, and electricity consumption.
General and administrative (“G&A”) costs reflected temporary items related to labour negotiations and increased camp service costs. During the quarter, we included a one-time accrual of $0.7 million for ongoing union negotiations. Other G&A costs remained at or near plan.
ENVIRONMENTAL AND PERMITTING
Environmental and permitting activities were ongoing through the quarter. On July 18, 2025, the Company received a detailed information request from SEMARNAT (Secretaría de Medio Ambiente y Recursos Naturales, Mexico’s Ministry of Environment and Natural Resources) and promptly launched an action plan to address these requests in a timely manner. A progress meeting was held with DGIRA (Dirección General de Impacto y Riesgo Ambiental, the General Directorate of Environmental Impact and Risk of SEMARNAT) in August and the updated submission was filed with SEMARNAT in October 2025. The environmental agency has until the end of January 2026 to complete its assessment and provide a response to the updated submission. The Company continues to engage with federal agencies, including the environmental agency, to optimize the submission approval timeline.
COMMUNITIES, WORKFORCE, AND LABOUR RELATIONS
Community relations remained positive, with no community incidents recorded in July, August, or September.
Page 13
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
The third quarter marked the beginning of the implementation of the Pro-ABC Project (Water, Biodiversity, and Climate), a multistakeholder and multi-year project in collaboration with the NGO Organización Vida Silvestre A.C. (OVIS), with the aim to promote fauna and flora conservation, water and environmental stewardship as well as sustainable land-based livelihoods.
| · | Scholarships and social-responsibility payments<br>were made to local ejidos in the third quarter. |
|---|---|
| · | Temporary Occupation Agreements were renewed<br>with Ejido El Berrendo and Ejido San Francisco. Renewal of the San Francisco Social Responsibility Agreement is expected to conclude in<br>Q4. |
| --- | --- |
| · | Camino Rojo’s workforce averaged approximately<br>309 employees, 56% local and 44% unionized, with gender representation stable at 70% male and 30% female. |
| --- | --- |
Collective Bargaining Agreement (“CBA”) negotiations with the union progressed throughout the quarter. On November 4, 2025, employees at the Camino Rojo Mine approved the recently negotiated CBA, reinforcing a constructive labour relationship with our workforce and operational continuity.
EXPLORATION
CAMINO ROJO UNDERGROUND
An updated technical report prepared in accordance with NI 43-101 was filed on July 17, 2025, and is available on the Company’s website and on SEDAR+ and EDGAR.
CAMINO ROJO EXTENSION (ZONE 22)
In June 2025, Orla completed an initial resource estimate for the upper part of Zone 22, as part of the first underground resource estimate for the Camino sulphide zone. In late July Orla completed a 15,000 m infill drilling program focused on the upper part of Zone 22, with the objective to continue upgrading and growing the initial resource. Based on the positive results, an additional 5,000 metres were allocated to the infill program. (Refer to our press release dated August 7, 2025 “Orla Mining Reports New Drill Results from Zone 22 at Camino Rojo”).
During the third quarter of 2025, two drill rigs completed 4,938 metres of drilling, bringing the year-to-date total to 18,835 metres. We expect to complete the infill program in the fourth quarter, with the results being used to support an updated underground resource estimate. This updated estimate will form the basis for the planned 2026 Preliminary Economic Assessment (“PEA”).
REGIONAL
The regional program continued with one active drill during Q3 completing 1,443 metres across two targets (Lago Azul and Majoma), for a total of 3,166 metres drilled year to date. The 5,000 metre program is expected to be completed in Q4.
REGULATORY MATTERS
As part of addressing labour practices at the Company’s Camino Rojo mine in Mexico, the Company is reviewing potential criminal activity involving the mine. The Company’s review is ongoing, with the involvement of external counsel, and additional information could become known to it in the future. 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. Other governmental agencies could become involved in the future.
Page 14
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
The Company cannot anticipate the timing, outcome or impact of these matters. If violations of applicable laws and regulations are identified, it could result in legal claims, civil and criminal penalties, or reputational damage that could have a material adverse effect on the Company’s business, financial condition, operations and results of operations.
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 internal 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 the Company’s South Carlin Complex, a prospective 25,000-hectare land package. Refer to the Annual Information Form for historical context and project background.
The South Railroad Project advanced meaningfully through the third quarter of 2025 as Orla continued to de-risk and advance this feasibility-stage, open-pit heap-leach gold project. Activities during the quarter centred on major permitting milestones, engineering and design progress, and continued community engagement.
PERMITTING
The South Railroad Project, situated on federal land, is currently advancing under the guidance of the US Bureau of Land Management (“BLM”) in accordance with the National Environmental Policy Act (“NEPA”) for permitting. The third quarter of 2025 marked a significant milestone with the U.S. Bureau of Land Management (“BLM”) publishing the Notice of Intent (“NOI”) in the Federal Register on August 13, 2025, thereby initiating the formal Environmental Impact Statement (“EIS”) process under NEPA. Public scoping meetings were held in early September, with no substantive comments requiring new baseline studies or alternative-development scenarios. We are targeting a Record of Decision (the final permitting decision) in Q2 2026. Following this approval, construction on the South Railroad Project would commence, with first gold production targeted for 2028. The BLM is consulting with the U.S. Fish and Wildlife Service (“USFWS”) for Section 7 of the Endangered Species Act. A Biological Assessment has been prepared and shared with the USFWS for pre-consultation technical assistance prior to the formal consultation process.
The South Railroad Project is currently advancing as a FAST-41 Covered Project in accordance with the NEPA for permitting. In November, South Railroad transitioned from participation under the FAST-41 transparency process to full coverage as a FAST-41 project. FAST-41 coverage provides tools to support efficient review, reduce uncertainty, and help ensure the project meets the highest standards of environmental stewardship and regulatory compliance.
The U.S. Army Corps of Engineers (“ACOE”) 404 permit application—covering wetland and surface-disturbance impacts—was submitted in August and deemed administratively complete. The associated public-comment period closed on September 25, 2025 without significant issues. The ACOE’s review of the compensatory-mitigation plan is now underway, and final permit issuance is expected in line with the BLM’s Record of Decision.
The United States federal government shutdown which began on October 1, 2025, has affected agency availability. The BLM continues to advance its NEPA review under its cost-recovery authority, and the ACOE remains active but faces potential funding limitations. The USFWS has not been available to participate during the shutdown.
At the State level, we have received Class I and II Air Operating Permits. The Company’s water-related applications continue to be reviewed and processed by the Nevada Division of Water Resources (“DWR”). Applications have been submitted for the Water Pollution Control Permit and the National Pollutant Discharge Elimination System (“NPDES”) discharge permit.
Page 15
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
During the quarter, Orla continued working with local ranchers to meet the sage grouse mitigation requirements under Nevada's Sagebrush Ecosystem Program.
No material environmental incidents occurred during the period.
PROJECT CONSTRUCTION
DETAILED DESIGN WORK
Basic and detailed engineering will proceed in 2025 and 2026 to align with construction following the Record of Decision. Long-lead equipment will be identified, with purchase orders potentially beginning as early as late 2025. Detailed engineering advanced across all major disciplines during the quarter. The team completed cost and schedule reconciliations, finalized mine-plan updates and equipment trade-off analyses, and advanced the Water Treatment Plant design to Issued-for-Construction status in support of the National Pollutant Discharge Elimination System (“NPDES”) permit. Site-geotechnical assessments and field work were completed, while heap-leach stacking plans, metal-recovery models, and access-road studies were refined. Stormwater and dewatering design work also progressed in parallel with permitting activities.
Together, these deliverables substantially advanced the definitive feasibility study which is expected to be completed during the fourth quarter of 2025 and is expected to position the project for a potential construction-decision readiness in 2026.
EXPLORATION
The South Carlin Complex presents strong potential for discovering additional Carlin-type, low sulfidation gold mineralization and polymetallic skarn deposits beyond the defined resources and reserves at the Pinion and Dark Star deposits. Refer to Orla’s February 25, 2025 press release for additional background on exploration (“Orla Mining Intersects High Grade Oxide Gold at South Carlin Complex and Advances Permitting for South RailroadProject in Nevada”).
During Q3, four active rigs drilled 7,232 metres, primarily focused on testing potential extensions of the Dark Star, Jasperoid Wash, and Pony Creek (south area) deposits. The 18,000 m drilling program is expected to be completed in Q4.
| 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.
Page 16
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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 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 May 12, 2025, Panama submitted a bifurcation request, asking the Tribunal to rule on certain procedural matters prior to considering the merits of the Company’s claims. The Company has filed its response to Panama’s request for bifurcation and a hearing is schedule for December 2025. The Tribunal has stayed the arbitration proceedings on the merits pending the resolution of Panama’s bifurcation request.
In addition, on July 24, 2025, the Company filed a proposal for disqualification of one of the Tribunal arbitrators pursuant to the ICSID Rules. The Company’s proposal was considered by the two remaining Tribunal members and was denied.
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.
Page 17
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| IV. | 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.
| **** | Q3 2025 | **** | Q3 2024 | **** | YTD 2025 | **** | YTD 2024 | **** | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 274,973 | $ | 99,307 | $ | 679,390 | $ | 251,155 | ||||
| Silver sales | (5,522 | ) | (4,516 | ) | (18,262 | ) | (9,082 | ) | ||||
| Gold sales | 269,451 | 94,791 | 661,128 | 242,073 | ||||||||
| Ounces of gold sold | 78,857 | 38,265 | 204,124 | 105,186 | ||||||||
| AVERAGE REALIZED GOLD PRICE | $ | 3,417 | $ | 2,477 | $ | 3,239 | $ | 2,301 |
During Q3 2025, Orla delivered 12,074 gold ounces (YTD 2025 – 28,172 gold ounces) under the gold pre-payment arrangements. These ounces we recognized at an average gold price of $2,912 per ounce (YTD 2025 - $2,893 per ounce) and are reflected in the totals above.
NET CASH (NET DEBT)
Net cash (net debt) 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.
| **** | September 30, 2025 | **** | June 30, 2025 | **** | December 31, 2024 | |||
|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 326,920 | $ | 215,448 | $ | 160,849 | ||
| Less: Long term debt | (420,000 | ) | (420,000 | ) | — | |||
| NET CASH (NET DEBT) | $ | (93,080 | ) | $ | (204,552 | ) | $ | 160,849 |
Page 18
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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.
| **** | September 30, 2025 | June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Cash | $ | 326,920 | $ | 215,448 | $ | 160,849 |
| Undrawn amounts on credit facilities | 30,000 | 30,000 | 150,000 | |||
| LIQUIDITY | $ | 356,920 | $ | 245,448 | $ | 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.
| **** | Q3 2025 | **** | Q3 2024 | **** | YTD 2025 | YTD 2024 | **** | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income for the period | $ | 49,273 | $ | 21,144 | $ | 27,653 | $ | 62,894 | |||
| Change in fair values of financial instruments | 16,740 | — | 100,465 | — | |||||||
| Unrealized foreign exchange | (331 | ) | (2,074 | ) | 4,401 | (4,505 | ) | ||||
| One-time Musselwhite acquisition costs | 73 | — | 11,987 | — | |||||||
| Increased costs from inventory fair value adjustment | — | — | 10,513 | — | |||||||
| Share based compensation related to PSUs | (62 | ) | 42 | 2,566 | 333 | ||||||
| Accretion of deferred revenue | 7,336 | 122 | 18,214 | 366 | |||||||
| ADJUSTED EARNINGS | $ | 73,029 | $ | 19,234 | $ | 175,799 | $ | 59,088 | |||
| Millions of shares outstanding – basic | 328.6 | 320.3 | 325.3 | 317.8 | |||||||
| Adjusted earnings per share – basic | $ | 0.22 | $ | 0.06 | $ | 0.54 | $ | 0.19 |
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:
| Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Exploration & evaluation expense | $ | 12,780 | $ | 13,653 | $ | 31,071 | $ | 25,046 |
Page 19
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
FREE CASH FLOW
Free Cash Flow is calculated as the sum of cash flow from operating activities and cash flow from investing activities. 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.
Included within the figures for the nine months ended September 30, 2025, are $798.5 million paid for the acquisition of Musselwhite Mine and $360.8 million received under the gold prepay arrangement.
| **** | Q3 2025 | **** | Q3 2024 | **** | YTD 2025 | **** | YTD 2024 | **** | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flow from operating activities | $ | 123,348 | $ | 52,699 | $ | 625,235 | $ | 129,818 | ||||
| Cash flow from investing activities | (30,232 | ) | (7,387 | ) | (872,013 | ) | (16,517 | ) | ||||
| FREE CASH FLOW | $ | 93,116 | $ | 45,312 | $ | (246,778 | ) | $ | 113,301 | |||
| Millions of shares outstanding – basic | 328.6 | 320.3 | 325.3 | 317.8 | ||||||||
| Free cash flow per share – basic | $ | 0.28 | $ | 0.14 | $ | (0.76 | ) | $ | 0.36 |
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.
| **** | Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | ||||
|---|---|---|---|---|---|---|---|---|
| Exploration and evaluation expense | $ | 12,780 | $ | 13,653 | $ | 31,071 | $ | 25,046 |
| Expenditures on mineral properties and deferred stripping costs capitalized | 25,997 | 3,710 | 55,780 | 10,689 | ||||
| EXPLORATION AND PROJECT DEVELOPMENT | $ | 38,777 | $ | 17,363 | $ | 86,851 | $ | 35,735 |
Page 20
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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.
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<br> ended September 30, 2025 | **** | Nine months<br> ended September 30, 2025 | **** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Camino<br> <br>Rojo | Mussel-<br>white | Corporate | Total | Camino<br> <br>Rojo | Mussel-<br>white | Corporate | Total | |||||||
| 000 | 000 | 000 | 000 | 000 | 000 | 000 | 000 | |||||||
| Cost of sales - operating costs | ||||||||||||||
| Inventory valuation adjustment<br> at acquisition | ) | ) | ||||||||||||
| Cost of sales - royalties | ||||||||||||||
| Silver sales | ) | ) | ) | ) | ) | ) | ||||||||
| CASH COSTS | ||||||||||||||
| Office and administration | ||||||||||||||
| Share based payments (excl PSUs) | ||||||||||||||
| Accretion of ARO | ||||||||||||||
| Amortization of site closure<br> asset | ||||||||||||||
| Purchase of equipment | ||||||||||||||
| Deferred stripping cost | ||||||||||||||
| Capitalized development | ||||||||||||||
| Lease payments | ||||||||||||||
| ALL-IN<br> SUSTAINING COST | ||||||||||||||
| Ounces of gold sold | ||||||||||||||
| Cash cost<br> ($ per ounce) | ||||||||||||||
| AISC ($ per ounce) |
All values are in US Dollars.
(note, the tables above exclude costs and gold sales for Musselwhite Mine for the period March 1 to March 31, 2025)
Page 21
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| V. | SUMMARY OF QUARTERLY RESULTS |
| --- | --- |
Production and sales of gold during each of the last eight quarters was as follows:
| **** | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ounces gold produced | 79,645 | 77,811 | 47,759 | 26,531 | 43,788 | 33,206 | 33,223 | 34,484 | ||||||||
| Ounces gold sold | 78,857 | 78,909 | 46,356 | 33,288 | 38,265 | 34,875 | 32,046 | 31,300 |
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 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 274,973 | $ | 263,747 | $ | 140,670 | $ | 92,763 | $ | 99,307 | $ | 84,570 | $ | 67,278 | $ | 62,946 | ||||||||
| Cost<br> of sales, including DD&A | (143,692 | ) | (132,738 | ) | (68,416 | ) | (32,933 | ) | (34,572 | ) | (30,197 | ) | (28,576 | ) | (26,339 | ) | ||||||||
| Earnings<br> from mining operations | 131,281 | 131,009 | 72,254 | 59,830 | 64,735 | 54,373 | 38,702 | 36,607 | ||||||||||||||||
| Exploration &<br> project expense | (12,780 | ) | (9,412 | ) | (8,879 | ) | (9,549 | ) | (13,653 | ) | (6,649 | ) | (4,744 | ) | (9,316 | ) | ||||||||
| Office and administrative | (1,252 | ) | (1,179 | ) | (1,231 | ) | (1,107 | ) | (1,033 | ) | (875 | ) | (831 | ) | (1,079 | ) | ||||||||
| Professional<br> fees | (5,171 | ) | (3,913 | ) | (11,355 | ) | (1,593 | ) | (1,159 | ) | (1,028 | ) | (787 | ) | (1,255 | ) | ||||||||
| Regulatory and<br> transfer agent | (155 | ) | (72 | ) | (475 | ) | (156 | ) | (43 | ) | (49 | ) | (277 | ) | (18 | ) | ||||||||
| Salaries and<br> wages | (2,005 | ) | (2,737 | ) | (2,741 | ) | (2,278 | ) | (1,783 | ) | (1,926 | ) | (1,974 | ) | (1,561 | ) | ||||||||
| Depreciation | (136 | ) | (110 | ) | (120 | ) | (33 | ) | (121 | ) | (126 | ) | (127 | ) | (149 | ) | ||||||||
| Share based payments | (1,082 | ) | (1,581 | ) | (3,318 | ) | (1,849 | ) | (712 | ) | (835 | ) | (1,419 | ) | (652 | ) | ||||||||
| Fair value adjustments<br> on financial instruments | (16,740 | ) | (3,000 | ) | (80,725 | ) | 3,138 | — | — | — | — | |||||||||||||
| Foreign exchange<br> and other | (441 | ) | (4,281 | ) | (2,443 | ) | 2,946 | 2,276 | 2,080 | 944 | (608 | ) | ||||||||||||
| Impairment of<br> exploration properties | — | — | — | — | — | — | — | (72,743 | ) | |||||||||||||||
| Interest and<br> finance income (costs) | (14,192 | ) | (15,169 | ) | (4,974 | ) | 806 | 170 | 3,648 | (670 | ) | (870 | ) | |||||||||||
| Tax<br> expense | (28,054 | ) | (41,343 | ) | (25,825 | ) | (24,068 | ) | (27,533 | ) | (24,348 | ) | (11,332 | ) | (6,798 | ) | ||||||||
| Net<br> income (loss) | $ | 49,273 | $ | 48,212 | $ | (69,832 | ) | $ | 26,087 | $ | 21,144 | $ | 24,265 | $ | 17,485 | $ | (58,442 | ) | ||||||
| Net income (loss)<br> per share (basic) | $ | 0.15 | $ | 0.15 | $ | (0.22 | ) | $ | 0.08 | $ | 0.07 | $ | 0.08 | $ | 0.06 | $ | (0.19 | ) | ||||||
| Net income (loss)<br> per share (diluted) | $ | 0.14 | $ | 0.13 | $ | (0.22 | ) | $ | 0.08 | $ | 0.06 | $ | 0.07 | $ | 0.05 | $ | (0.19 | ) |
REVENUE AND COST OF SALES
During 2023 and 2024, gold sales have increased steadily from about 26,000 ounces per quarter to about 34,000 ounces per quarter. 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 79,000 ounces per quarter after full quarterly production at Musselwhite Mine. Over the period Q3 2023 to Q3 2025, the price realized per ounce has increased from about US$1,900 per oz to over US$3,400 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
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
EXPLORATION EXPENSE
In Q3 2022, we acquired the South Railroad Project (part of the South Carlin Complex) and continued exploration activities there, with drilling mainly occurring from Q2 to Q4 each year due to weather. We remain heavily invested in Nevada exploration. In Q1 2024, exploration at Cerro Quema ceased, limiting costs mainly to holding expenses. Exploration expenses rose since Q1 2025 following the Musselwhite Mine acquisition.
ADMINISTRATIVE COSTS
Administrative costs and professional fees have generally increased with company activity, driven by Sarbanes-Oxley compliance (including more staff, new software, and higher audit fees) and additional staffing for ESG initiatives. The Q1 2025 spike in professional fees was mainly due to costs related to acquiring the Musselwhite Mine.
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.
INTEREST AND FINANCE COSTS
Interest and financing costs are primarily related to (a) a project loan and credit facilities used to fund the construction of the Camino Rojo Oxide Mine, (b) the obligations arising from our acquisition of the Musselwhite Mine.
We repaid the Fresnillo obligations in Q4 2023 and we repaid the entire Revolving Facility in Q4 2024. Consequently, interest and finance costs have trended lower over the past few quarters up until Q4 2024. Commencing 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
We accrue income taxes and record deferred taxes each quarter. In common with all other mining companies operating in Mexico, the Company is subject to a Special Mining Duty (“SMD”) on earnings from mining operations, in addition to corporate income tax. Prior to 2025, the SMD tax rate was 7.5%, and increased to 8.5% in 2025.
Commencing Q1 2025, following the acquisition of the Musselwhite Mine in Canada, we expect increases in corporate tax expense and in Ontario mining tax expense.
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.
Page 23
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| VI. | THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 |
| --- | --- |
BALANCE SHEET
Although the Form requires inclusion of the December 31, 2024, balance sheet, we also compare results to June 30, 2025, as the acquisition of the Musselwhite Mine in Q1 2025 significantly changed our financial position. We believe providing a comparison to June 30, 2025 provides to readers a more meaningful discussion of changes in our balance sheet.
| September 30,<br><br> 2025 | June 30<br><br> 2025 | December 31<br><br> 2024 | Commentary on change<br> since June 30 | ||||
|---|---|---|---|---|---|---|---|
| Cash | $ | 326,920 | $ | 215,448 | $ | 160,849 | Cash inflow from operating activities net of investments<br> and financing obligations. |
| Other current assets | 144,602 | 108,454 | 43,770 | Increase primarily due to the reclassification of the Company’s<br> redemption right asset (related to the convertible notes) to current assets and higher in-process inventory at Camino Rojo. | |||
| Property, plant and equipment | 1,317,038 | 1,318,540 | 202,585 | Decrease was primarily due to depletion and depreciation partly<br> offset by mine development at Musselwhite and equipment additions. | |||
| Exploration and evaluation properties | 181,948 | 181,993 | 181,993 | No meaningful change from previous quarter | |||
| Other long term assets | 3,031 | 36,850 | 9,152 | Decrease was primarily due to the reclassification of the<br> Company’s redemption right asset and long term inventory to current asset. | |||
| Current liabilities, excluding current<br> portion of long term debt and deferred revenues | 287,306 | 250,060 | 51,565 | Increase is driven by the accrual of income taxes and the<br> quarterly fair value adjustment of the (a) warrant liability, and (b) contingent consideration recognized in connection<br> with the Musselwhite Mine acquisition, and an increase in the routine accrued expenses of Musselwhite Mine. | |||
| Long term debt<br> (current and long<br> term) | 389,219 | 387,734 | — | Increase was primarily due to the accretion of the convertible<br> notes. | |||
| Deferred revenue<br> (current<br> and long term) | 343,261 | 357,587 | 8,665 | Reduction is due to deliveries made by the Company<br> under the gold prepay arrangements, partially offset by accounting accretion. | |||
| Other long-term liabilities | 380,270 | 368,064 | 30,674 | Increase is driven by higher deferred income tax liabilities,<br> higher site closure provision arising from remeasurement and changes in cost estimates and the quarterly fair value adjustment of<br> contingent consideration. |
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
NET INCOME
| Three months endedSeptember 30,2025 | Three months endedSeptember 30,2024 | Commentary | ||||
|---|---|---|---|---|---|---|
| Revenue | $ | 274,973 | $ | 99,307 | Increases in both costs and revenues this quarter<br> over Q3 last year was primarily due to the acquisition of Musselwhite Mine which resulted in increases in revenues and costs across most<br> income statement categories.<br><br> <br><br><br> <br>The increase in G&A was primarily due to costs<br> associated with the acquisition of the Musselwhite Mine.<br><br> <br><br><br> <br>The increase in “other expenses”<br>was the result of movements in the fair value of financial assets and liabilities most of which arose because of the acquisition. | |
| Cost of sales | 143,692 | 34,572 | ||||
| General and administrative | 8,583 | 4,018 | ||||
| Exploration and evaluation | 12,780 | 13,653 | ||||
| Other expenses (income) | 32,591 | (1,613 | ) | |||
| Income taxes | 28,054 | 27,533 | ||||
| Net income | $ | 49,273 | $ | 21,144 |
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| ORLA MINING LTD. | ||||||
|---|---|---|---|---|---|---|
| Management’s Discussion and Analysis | ||||||
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated | |||||
| Nine monthsended September 30,2025 | Nine monthsendedSeptember 30,2024 | Commentary | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Revenue | $ | 679,390 | $ | 251,155 | Increases in most income statement items were primarily due to the Musselwhite Mine acquisition in early 2025 which resulted in greater revenues and costs across all income and expense categories. | |
| Cost of sales | 344,846 | 93,345 | ||||
| General and administrative | 32,286 | 11,765 | ||||
| Exploration and evaluation | 31,071 | 25,046 | ||||
| Other expenses (income) | 148,312 | (5,108 | ) | |||
| Income taxes | 95,222 | 63,213 | ||||
| Net income | $ | 27,653 | $ | 62,894 |
CASH FLOW
| **** | Nine months ended September 30 2025 | **** | Nine months ended September 30 2024 | **** | Commentary | ||
|---|---|---|---|---|---|---|---|
| Operating | $ | 625,235 | $ | 129,818 | The increase is driven substantially<br> by proceeds from the gold prepay arrangement executed during Q1 2025. | ||
| Investing | (872,013 | ) | (16,517 | ) | The<br> increased outflow is due to cash paid upon the acquisition of Musselwhite Mine, expenditures on mineral properties and purchase of<br> plant and equipment. | ||
| Financing | 412,918 | (28,637 | ) | The increase inflow was primarily due<br> to advances under the credit facility and the issuance of convertible notes which were all used to pay for the acquisition of the<br> Musselwhite Mine in 2025. |
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| VII. | LIQUIDITY |
| --- | --- |
At September 30, 2025, the Company has a Revolving Facility with a maturity date of August 27, 2027, and a Term Facility (as such terms are defined below) with a maturity date of February 26, 2028.
As of the date of this MD&A, the following amounts were outstanding –
| · | $90<br> million on our revolving credit facility |
|---|---|
| · | $100<br> million term loan, and |
| --- | --- |
| · | $200<br> million in senior unsecured convertible notes |
| --- | --- |
As of the date of this MD&A, we have obligations to deliver a total of 112,690 ounces of gold over a remaining 28-month period, to a syndicate of lenders.
Our current liabilities of approximately $442 million include $116 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 1 «Presentation of Financial Statements» because they are financial instruments which may be settled at the holder’s option. Current liabilities also includes approximately $135 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.
CONTRACTUAL OBLIGATIONS
| Payments due by period | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| As at September 30,<br> 2025<br> (thousands of US dollars) | Total | 12<br> months or less | 13<br> months to 36 months | 37<br> months to 60 months | After<br> 60 months | |||||
| Purchase commitments | $ | 24,698 | $ | 13,041 | $ | 11,657 | $ | — | $ | — |
| Trade payables | 28,895 | 28,895 | — | — | — | |||||
| Accrued liabilities | 66,723 | 66,723 | — | — | — | |||||
| Lease commitments | 24,840 | 10,041 | 13,831 | 968 | — | |||||
| Derivative liabilities | 154,273 | 136,873 | 17,400 | — | — | |||||
| Convertible notes | 170,174 | — | — | 170,174 | — | |||||
| Deferred revenue | 343,261 | 134,978 | 199,253 | — | 9,030 | |||||
| Credit facility and related interest | 285,256 | 85,602 | 199,654 | — | — | |||||
| Total contractual obligations | $ | 1,098,120 | $ | 476,153 | $ | 441,795 | $ | 171,142 | $ | 9,030 |
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| VIII. | RELATED PARTY TRANSACTIONS |
| --- | --- |
The Company’s related parties include:
| Related party | Nature of the relationship |
|---|---|
| Key management personnel | Key management personnel are the Chief Executive Officer,<br> the Chief Operating Officer, the Chief Financial Officer, Chief Sustainability Officer, the Senior Vice President Exploration, and<br> members of the Board of Directors of the Company. |
| Fairfax Financial Holdings Limited, together with its subsidiaries | Shareholder with significant influence over the Company as<br> a result of its existing and exercisable potential voting rights. |
COMPENSATION TO KEY MANAGEMENT PERSONNEL WAS AS FOLLOWS:
| Nine months<br> ended <br> September 30 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Salaries and short-term incentive plans | $ | 3,236 | $ | 2,647 |
| Directors’ fees | 423 | 449 | ||
| Share based payments | 1,654 | 1,629 | ||
| $ | 5,313 | $ | 4,725 |
TRANSACTIONS
During the nine months ended September 30, 2025, the Company paid $4.0 million in interest on the convertible notes to Fairfax Financial Holdings Limited and its subsidiaries.
OUTSTANDING BALANCES AT THE REPORTING DATE
As at September 30, 2025, subsidiaries of Fairfax Financial Holdings Limited held $150.0 million in convertible notes and key management personnel estimated accrued short term incentive compensation totaled $1.2 million and is included in accrued liabilities (December 31, 2024 – $1.3 million).
During the period covered by this MD&A, and to the date of this MD&A, there are no other related party transactions or balances.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| IX. | CAPITAL RESOURCES |
| --- | --- |
As of the date of this MD&A, the Company had available to it the following capital resources.
| Cash | Approximately<br> $327 million as of September 30, 2025 |
|---|---|
| Credit<br> Facility | $150<br> million under the Amended Revolving Facility and the $100 million Term Facility with a syndicate<br> of lenders.<br><br> <br><br><br> <br>As<br> of the date of this MD&A, the Term facility had been fully drawn, and the Amended Revolving Facility has $60.0 million undrawn<br> amount. |
| Gold<br> Prepay Arrangement | As<br> of the date of this MD&A, the Gold Prepay had been fully funded by the banks and the Company has commenced making monthly deliveries<br> pursuant to this Arrangement. |
| Convertible<br> notes | Concurrent<br> with the acquisition of the Musselwhite Mine, the Company issued Convertible Notes in an aggregate principal amount of $200 million. |
| Warrants | As<br> of the date of this MD&A, the Company had approximately 33.1 million warrants outstanding,<br> substantially as follows:<br><br> <br><br><br> <br>· 9.5<br> million exercisable at C$3.00 until December 18, 2026<br><br> <br>· 23.4<br> million exercisable at C$11.50 until February 28, 2030, and<br><br> <br>· 0.2<br> million exercisable at C$7.94 until February 23, 2026 |
Refer to section VII - LIQUIDITY above for current outstanding amounts in respect of the Revolving Facility, the Term Facility, and the senior unsecured convertible notes and to the notes of the accompanying unaudited condensed interim consolidated financial statements 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.
| X. | OUTSTANDING SHARE DATA |
|---|
As of the date of this MD&A, the Company had the following equity securities outstanding:
| · | 339,896,220<br> common shares |
|---|---|
| · | 32,919,897<br> warrants |
| --- | --- |
| · | 2,304,732<br> stock options |
| --- | --- |
| · | 500,000<br> bonus shares |
| --- | --- |
| · | 970,863<br> restricted share units |
| --- | --- |
| · | 817,966<br> deferred share units |
| --- | --- |
| · | 28,750,000<br> warrants of Contact, exercisable for 181,125 common shares or Orla |
| --- | --- |
Further there are $200 million in senior unsecured convertible notes, which if all were converted could result in the issuance of 35.4 million common shares of the Company.
Page 29
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
Further details about these potentially issuable securities are provided in the notes to the accompanying unaudited condensed interim financial statements for the three and nine months ended September 30, 2025.
| XI. | OFF-BALANCE SHEET ARRANGEMENTS |
|---|
We have no off-balance sheet arrangements requiring disclosure under this section.
| XII. | PROPOSED TRANSACTIONS |
|---|
There are no proposed transactions requiring disclosure under this section.
| XIII. | CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION |
|---|
During the year, we 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<br> 18 introduces a defined structure for the statement of income (loss) composed of operating,<br> investing, financing categories with defined subtotals, such as operating earnings (loss),<br> earnings (loss) before financing and income taxes and net earnings (loss) for the year. The<br> new guidance also requires disclosure of expenses in the operating category by nature, function<br> or a mix of both on the face of the statement of income (loss). |
|---|---|
| · | Disclosures<br> on management defined performance measures (“MPMs”) - IFRS 18 requires companies<br> to disclose definitions of company-specific MPMs that are related to the statement of income<br> (loss) and provide reconciliations between the MPMs and the most similar specified subtotals<br> within the statement of income (loss) in a single note. |
| --- | --- |
| · | Aggregation<br> and disaggregation (impacting all primary financial statements and notes) - IFRS 18 sets<br> out enhanced guidance on the principles of how items should be aggregated based on shared<br> characteristics. The changes are expected to provide more detailed and useful information<br> 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.
| XIV. | CRITICAL ACCOUNTING ESTIMATES |
|---|
In preparing the accompanying condensed interim 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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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 unaudited consolidated financial statements are presented in our audited financial statements for the year ended December 31, 2024.
In preparing the accompanying condensed interim consolidated financial statements, the significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements as at and for the year ended December 31, 2024.
However, our acquisition of the Musselwhite Mine in Q1 2025 required us to make additional 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 derivative liability 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.
KEY SOURCES OF ESTIMATION UNCERTAINTY
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.
Page 31
| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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 for the Musselwhite Mine were 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.
| XV. | 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.
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 15 of the accompanying unaudited condensed interim consolidated financial statements.
| XVI. | INTERNAL CONTROL OVER FINANCIAL REPORTING |
|---|
Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) and disclosure controls and procedures.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in ICFR during the quarter ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management continues to advance the integration of Musselwhite’s accounting and reporting systems into the Company’s consolidated control environment and to enhance documentation of Musselwhite Mine’s controls in support of SOX 404 compliance.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
| XVII. | CAUTIONARY<br> 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 from the previous and current standards of the 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 Definition Standards on mineral reserves and mineral resources adopted by the CIM Council on May 10, 2014 (the “CIM Standards”).
For United States reporting purposes, the United States Securities and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules (the “SEC Modernization Rules”) to modernize the mining property disclosure requirements for issuers whose securities are registered with the SEC under the Securities Exchange Act of 1934, as amended. The SEC Modernization Rules more closely align the SEC’s disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards, including NI 43-101, and replace the historical property disclosure requirements for mining registrants that were included in Industry Guide 7 under the Securities Act of 1933, as amended (the “Securities 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 Modernization Rules and provides disclosure under NI 43-101 and the CIM Standards. Accordingly, mineral reserve and mineral resource information contained in this MD&A may not be comparable to similar information disclosed by United States companies.
As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM Standards that are required under NI 43-101. While the above terms are “substantially similar” to CIM Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Standards. There is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules. Accordingly, information contained in this MD&A may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
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 estimates of material to be removed from the north wall of the pit, including the strip ratio, expected grade, the stacking of such material on the heap leach, tonnage, and the extent of the pushback; the Company’s revised 2025 guidance, including production and AISC; proposed exploration plans and the expected results, cost, and timing thereof; statements based on exploration and metallurgical results; timelines for receipt of any required agreements, approvals, or permits, including the MIA at Camino Rojo and 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 the Feasibility Study for South Railroad and PEA for Camino Rojo; statements regarding the Company’s review of potential criminal activity involving Camino Rojo; 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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 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, the impact of the pit wall event on the Company’s operations at Camino Rojo; 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 successfully integrate the Musselwhite Mine; 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, including the Company’s ability to remediate the impact of the pit wall event at Camino Rojo; 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 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; the Company not having paid a dividend; 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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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.
| XVIII. | RISKS AND UNCERTAINTIES |
|---|
For more extensive discussion on risks anduncertainties, refer to the Annual Information Form for additional information regarding these risks and other risks and uncertaintiesin respect of the Company's business and share price.
The risks described below are not the onlyrisks and uncertainties that the Company faces. Although the Company has done its best to identify the risks to its business, there isno assurance that it has captured every material or potentially material risk and the risks identified below may become more materialto the Company in the future or could diminish in importance. Additional existing risks and uncertainties not presently identified bythe Company, risks that the Company currently does not consider to be material, and risks arising in the future could cause actual eventsto 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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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 IX 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.
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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 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 part of addressing labor practices at the Company’s Camino Rojo mine in Mexico, the Company is reviewing potential criminal activity at the mine and 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 III – Discussion of Operations –A.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.
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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
At Camino Rojo, the Company has experienced permitting delays and denials by the Mexican federal environmental authority, SEMARNAT, in connection with the amendments to the MIA required for the mine as set forth in the current technical report for the property. Protracted delays in obtaining the amendments to the MIA may require the Company to revise mine plans or curtail expected production, which could materially adversely affect Camino Rojo’s 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.
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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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.
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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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 ongoing hostilities in Ukraine, sanctions on Russia and Belarus, 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.
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.
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| ORLA MINING LTD. | |
|---|---|
| Management’s Discussion and Analysis | |
| Three and nine months ended September 30, 2025 | United States dollars unless otherwise stated |
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 ForeignCorrupt 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.
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Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Jason Simpson, Chief Executive Officer of OrlaMining Ltd, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br>Orla Mining Ltd. (the “issuer”) for the interim period ended September 30, 2025. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not<br>misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| --- | --- |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| --- | --- |
| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure<br>controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are<br>defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| --- | --- |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer<br>and I have, as at the end of the period covered by the interim filings |
| --- | --- |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| --- | --- |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings<br>are being prepared; and |
| --- | --- |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and |
| --- | --- |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| --- | --- |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s<br>ICFR is "Internal Control – Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the<br>Treadway Commission ("COSO"). |
| --- | --- |
| 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A foreach material weakness<br>relating to design existing at the end of the interim period, |
| --- | --- |
| (a) | a description of the material weakness; |
| --- | --- |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| --- | --- |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| --- | --- |
| 5.3 | Limitation on scope of design: N/A |
| --- | --- |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred<br>during the period beginning on July 1, 2025, and ended on September 30, 2025, that has materially affected, or is reasonably<br>likely to materially affect, the issuer’s ICFR. |
| --- | --- |
| Date: | November 11, 2025 |
| --- | --- |
| /s/ Jason Simpson | |
| --- |
Jason Simpson
Chief Executive Officer
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Etienne Morin, Chief Financial Officer of OrlaMining Ltd, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br>Orla Mining Ltd. (the “issuer”) for the interim period ended September 30, 2025. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not<br>misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| --- | --- |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| --- | --- |
| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure<br>controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are<br>defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| --- | --- |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer<br>and I have, as at the end of the period covered by the interim filings |
| --- | --- |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| --- | --- |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings<br>are being prepared; and |
| --- | --- |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and |
| --- | --- |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| --- | --- |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s<br>ICFR is "Internal Control – Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the<br>Treadway Commission ("COSO"). |
| --- | --- |
| 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A foreach material weakness<br>relating to design existing at the end of the interim period, |
| --- | --- |
| (a) | a description of the material weakness; |
| --- | --- |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| --- | --- |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| --- | --- |
| 5.3 | Limitation on scope of design: N/A |
| --- | --- |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred<br>during the period beginning on July 1, 2025, and ended on September 30, 2025, that has materially affected, or is reasonably<br>likely to materially affect, the issuer’s ICFR. |
| --- | --- |
| Date: | November 11, 2025 |
| --- | --- |
| /s/ Etienne Morin | |
| --- |
Etienne Morin
Chief Financial Officer