6-K - ORLA - Equibles

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 May, 2024

Commission File Number: 001-39766

ORLA MINING LTD.

(Translation of registrant's name into English)

Suite 1010, 1075 West Georgia Street(Vancouver, British Columbia,

V6E 3C9, 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 Months ended March 31, 2024 and 2023) and Exhibit 99.2 (Management's Discussion and Analysis for the Three Months ended March 31, 2024 and 2023) 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 F-10 (File No. 333-271236) and Registration Statement on Form S-8 (File No. 333-272171), in both cases as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.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: May 14, 2024	/s/ Etienne Morin
	Name:	Etienne Morin
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Condensed Interim Consolidated Financial<br> Statements for the three months ended March 31, 2024 and 2023
99.2	Management’s Discussion and<br> Analysis for the three months ended March 31, 2024 and 2023
99.3	Certification of Interim Filings<br> – Chief Executive Officer
99.4	Certification of Interim Filings<br> – Chief Financial Officer

Exhibit 99.1

Condensed Interim Consolidated Financial Statements

Three months ended March 31, 2024 and 2023

Presented in United States dollars

ORLA MINING LTD.

Condensed Interim Consolidated Balance Sheets

(Unaudited - thousands of United States dollars)

	March 31,<br><br> 2024			December 31,<br><br> 2023
ASSETS
Current assets
Cash and cash equivalents	$	118,067		$	96,632
Income<br> taxes recoverable		4,400			—
Trade and other receivables		582			379
Value added taxes recoverable<br> (note 10)		10,639			15,571
Inventory (note 9)		28,686			29,451
Prepaid expenses		3,924			3,142
		166,298			145,175
Restricted cash		1,012			1,011
Value added taxes recoverable (note 10)		836			826
Long term inventory (note 9)		5,854			5,627
Property, plant and equipment (note 11)		211,724			211,719
Exploration and evaluation properties (note 12)		170,000			170,000
Other non-current assets		1,400			1,420
TOTAL ASSETS	$	557,124		$	535,778
LIABILITIES
Current liabilities
Trade payables and accrued liabilities<br> (note 13)	$	26,319		$	20,656
Income taxes payable		2,980			8,002
		29,299			28,658
Lease obligations (note 15)		1,821			1,993
Long term debt (note 14)		88,350			88,350
Deferred revenue		8,297			8,176
Site closure provisions (note 16)		8,169			7,424
Other long term liabilities		617			443
Deferred tax liabilities		2,379			193
TOTAL LIABILITIES		138,932			135,237
SHAREHOLDERS' EQUITY
Share capital (note 17)		474,843			474,361
Reserves		25,373			24,387
Accumulated other comprehensive loss		(1,741	)		(439	)
Accumulated deficit		(80,283	)		(97,768	)
TOTAL SHAREHOLDERS’ EQUITY		418,192			400,541
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	557,124		$	535,778
/s/ Jason Simpson	/s/ Elizabeth McGregor
---	---
Jason Simpson, Director	Elizabeth 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 months<br> ended March 31
	2024			2023
REVENUE (note<br> 4)	$	67,278		$	51,131
COST OF SALES
Operating costs (note 5(a))		(18,109	)		(11,792	)
Depletion and depreciation		(8,799	)		(5,854	)
Royalties (note 5(b))		(1,668	)		(1,306	)
		(28,576	)		(18,952	)
EARNINGS FROM MINING OPERATIONS		38,702			32,179
GENERAL AND ADMINISTRATIVE EXPENSES (note<br> 7)		(3,869	)		(3,265	)
EXPLORATION AND EVALUATION (note<br> 6)		(4,744	)		(6,866	)
OTHER
Interest income		1,405			1,131
Depreciation		(127	)		(118	)
Share based payments (note 19)		(1,419	)		(1,107	)
Interest and accretion expense<br> (note 8)		(2,075	)		(3,247	)
Foreign exchange and other gains<br> (losses)		944			(802	)
		(1,272	)		(4,143	)
INCOME BEFORE TAXES		28,817			17,905
Income taxes (note 26)		(11,332	)		(4,670	)
INCOME FOR THE PERIOD	$	17,485		$	13,235
OTHER COMPREHENSIVE INCOME (LOSS)
Items that may in future periods be reclassified to profit<br> or loss:
Foreign currency differences arising<br> on translation		(1,302	)		61
TOTAL COMPREHENSIVE INCOME	$	16,183		$	13,296
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (note<br> 18)
Basic (millions)		315.1			306.3
Diluted (millions)		327.7			325.6
EARNINGS PER SHARE (note<br> 18)
Basic	$	0.06		$	0.04
Diluted	$	0.05		$	0.04

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 months<br> ended March 31
	2024			2023
OPERATING ACTIVITIES
Income for the period	$	17,485		$	13,235
Adjustments for:
Interest and accretion expense<br> (note 8)		2,075			3,247
Income tax expense		11,332			4,670
Income taxes paid		(13,992	)		(26,529	)
Income tax instalments paid		(4,670	)		—
Payment of cash settled RSUs<br> and DSUs		—			(466	)
Adjustments for items not affecting cash:
Depreciation and depletion		8,926			5,972
Share based payments expense<br> (note 19)		1,419			1,107
Unrealized foreign exchange<br> loss (gain)		(911	)		(1,803	)
Other		47			519
Cash provided by operating activities before changes in non-cash<br> working capital		21,711			(48	)
Changes in non-cash working capital (note 21(b))		10,695			(4,874	)
Cash provided by (used in) operating activities		32,406			(4,922	)
INVESTING ACTIVITIES
Purchase of plant and equipment		(4,622	)		(1,159	)
Expenditures on mineral properties		(3,876	)		(1,589	)
Deposits and other payments on long term assets		20			(128	)
Restricted cash and environmental bonding		(2	)		2,284
Cash used in investing activities		(8,480	)		(592	)
FINANCING ACTIVITIES
Principal repayments of the Revolving Facility and Credit<br> Facility (note 14)		—			(5,550	)
Proceeds from exercise of stock options and warrants		172			2,968
Interest paid		(1,879	)		(4,294	)
Lease payments		(240	)		(162	)
Cash used in financing activities		(1,947	)		(7,038	)
Effects of exchange rate changes on cash		(544	)		83
Net increase in cash		21,435			(12,469	)
Cash, beginning of period		96,632			96,278
CASH, END OF PERIOD	$	118,067		$	83,809

Supplemental cash flow information (note 21)

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 shares				Reserves								****	****		****	****		****	****		****
****	Number of shares (thousands)		Amount		Share based payments reserve		****	Warrants reserve		****	Total		****	Accumulated Other Comprehensive Income (loss)		****	Accumulated deficit		****	Total		****
Balance at January 1,<br> 2023		305,809	$	445,316	$	9,897		$	14,112		$	24,009		$	(1,583	)	$	(70,758	)	$	396,984
Shares issued for<br> property payments		61		242		—			—			—			—			—			242
Warrants exercised<br> (note 17)		557		1,377		—			(148	)		(148	)		—			—			1,229
Options exercised<br> (note 19)		1,465		2,494		(755	)		—			(755	)		—			—			1,739
RSUs redeemed (note<br> 19)		55		218		(218	)		—			(218	)		—			—			—
Share based payments<br> (note 19)		—		—		994			—			994			—			—			994
Income for the period		—		—		—			—			—			—			13,235			13,235
Other<br> comprehensive income		—		—		—			—			—			61			—			61
Balance at<br> March 31, 2023		307,947	$	449,647	$	9,918		$	13,964		$	23,882		$	(1,522	)	$	(57,523	)	$	414,484
Balance at January 1, 2024		315,074	$	474,361	$	10,620		$	13,767		$	24,387		$	(439	)	$	(97,768	)	$	400,541
Options exercised<br> (note 19)		162		244		(72	)		—			(72	)		—			—			172
RSUs redeemed (note<br> 19)		60		238		(238	)		—			(238	)		—			—			—
Share based payments<br> (note 19)		—		—		1,296			—			1,296			—			—			1,296
Income for the period		—		—		—			—			—			—			17,485			17,485
Other<br> comprehensive income		—		—		—			—			—			(1,302	)		—			(1,302	)
Balance at<br> March 31, 2024		315,296	$	474,843	$	11,606		$	13,767		$	25,373		$	(1,741	)	$	(80,283	)	$	418,192

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 months ended March 31, 2024 and 2023

(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 1010, 1075 West Georgia 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 Railroad and Lewis gold projects in Nevada, USA, and the Cerro Quema gold project in Panama.

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.

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» 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 judgments, 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. All material intercompany transactions and balances have been eliminated upon consolidation.

On May 14, 2024, the Board of Directors approved these condensed interim consolidated financial statements for issuance.

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, 2023 and 2022.

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, 2023. 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, 2023.

Page 6

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

4.	REVENUE
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Gold	$	65,968	$	50,707
Silver		1,310		424
Revenue	$	67,278	$	51,131
Customer A	$	4,661	$	11,788
Customer B		21,215		36,594
Customer C		37,024		—
Others		4,378		2,749
Revenue	$	67,278	$	51,131
5.	COST OF SALES
---	---
(a)	Operating<br> costs
---	---
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Mining and processing costs	$	17,759	$	11,623
Refining and transportation costs		350		169
	$	18,109	$	11,792
(b)	Royalties
---	---
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Camino Rojo Oxide 2% NSR royalty	$	1,332	$	1,009
Mexican 0.5% Extraordinary Mining Duty		336		297
	$	1,668	$	1,306

Page 7

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

6.	EXPLORATION AND EVALUATION EXPENSES
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Camino Rojo	$	1,682	$	1,687
South Railroad		2,089		2,418
Cerro Quema		871		2,644
Other		102		117
	$	4,744	$	6,866
7.	GENERAL AND ADMINISTRATIVE EXPENSES
---	---
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Office and administrative	$	831	$	710
Professional fees		787		397
Regulatory and transfer agent		277		286
Salaries and benefits		1,974		1,872
	$	3,869	$	3,265

Page 8

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

8.	INTEREST AND ACCRETION EXPENSE
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Interest expense (note 8(a))	$	1,836	$	2,648
Accretion expense (note 8(b))		239		599
Interest and accretion expense	$	2,075	$	3,247
(a)	Interest<br> expense
---	---
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Revolving Facility (note 14)	$	1,698	$	—
Interest expense on lease liabilities (note<br> 15)		35		41
Credit Facility (note 14)		—		2,268
Fresnillo obligation		—		285
Other		103		54
	$	1,836	$	2,648
(b)	Accretion<br> expense
---	---
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Accretion of site closure provisions<br> (note 16)	$	117	$	144
Deferred revenue		122		309
Credit Facility (note 14)		—		146
	$	239	$	599

Page 9

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

9.	INVENTORY
****	March 31, 2024		December 31, 2023
---	---	---	---	---
Current
Stockpiled ore	$	1,002	$	913
In-process inventory		18,886		20,509
Finished goods inventory		5,167		4,041
Materials and supplies		3,631		3,988
Inventory – current	$	28,686	$	29,451
Long term
Stockpiled low grade ore	$	5,854	$	5,627

Long term inventory consists of stockpiled ore that is not expected to be processed within 12 months.

Movements in inventory are as follows:

****	Three months ended March 31					****
	2024			2023
At January 1	$	35,078		$	26,542
Additions to inventory during the period		26,020			20,620
Expensed to cost of sales during the period		(26,558	)		(17,477	)
At March 31	$	34,540		$	29,685

Included within inventory at March 31, 2024 is $9.4 million of depreciation and depletion (December 31, 2023 — $9.2 million).

10.	VALUE ADDED TAXES RECOVERABLE
****	March 31, 2024		December 31, 2023
---	---	---	---	---
Current portion	$	10,639	$	15,571
Long term portion		836		826
	$	11,475	$	16,397

Value added taxes (“VAT”) paid in Mexico are fully recoverable. However, VAT recovery returns in Mexico are subject to complex filing requirements and detailed audit or review by the fiscal authorities. Consequently, the timing of receipt of refunds is uncertain. We have used judgement in classifying the current and non-current portions of our Mexican VAT receivables. Factors that we considered include (i) the regularity of payments received, (ii) discussions with and communications from the Mexican tax authorities with respect to specific claims, and (iii) the expected length of time for refunds in accordance with Mexico’s regulations.

Page 10

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

At March 31, 2024, approximately 13.9 million Mexican pesos ($0.8 million) (December 31, 2023 — $0.8 million) were under dispute with the taxation authorities. This amount is included within long-term value-added taxes recoverable.

Subsequent to the quarter end, the Company received a Mexican VAT refund in respect of the $4.2 million VAT paid in 2017 upon the acquisition of Camino Rojo. The amount received of $8.3 million includes interest and inflation on the original submitted amount.

11.	PROPERTY, PLANT AND EQUIPMENT
****	Producing mineral property		****	Buildings		****	Machinery and equipment		****	Other assets		****	Other right of use assets		****	Construction in progress		Total		****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Cost
At January 1, 2023		115,753			72,008			52,345			2,620			4,160			—		246,886
Additions		12,705			141			2,305			823			484			4,881		21,339
Change in site closure provision (note<br> 16)		(559	)		(927	)		(593	)		—			—			—		(2,079	)
Disposals		—			—			(5	)		—			—			—		(5	)
Derecognition		—			—			—			—			(117	)		—		(117	)
Due to changes in exchange rates		—			—			—			7			22			—		29
At December 31, 2023	$	127,899		$	71,222		$	54,052		$	3,450		$	4,549		$	4,881	$	266,053
Additions		3,876			36			31			37			—			4,516		8,496
Change in site closure provision (note<br> 16)		581			—			—			—			—			—		581
Disposals		—			—			(253	)		(145	)		—			—		(398	)
Due to changes in exchange rates		—			—			—			(7	)		(22	)		—		(29	)
At March 31, 2024	$	132,356		$	71,258		$	53,830		$	3,335		$	4,527		$	9,397	$	274,703
Accumulated depreciation
At January 1, 2023	$	9,641		$	6,286		$	4,891		$	705		$	947		$	—	$	22,470
Disposals		—			—			(5	)		—			—			—		(5	)
Depletion and depreciation		13,844			9,610			6,789			563			1,115			—		31,921
Derecognition		—			—			—			—			(52	)		—		(52	)
At December 31, 2023	$	23,485		$	15,896		$	11,675		$	1,268		$	2,010		$	—	$	54,334
Disposals		—			—			(253	)		(145	)		—			—		(398	)
Depletion and depreciation		4,427			2,398			1,801			162			255			—		9,043
At March 31, 2024	$	27,912		$	18,294		$	13,223		$	1,285		$	2,265		$	—	$	62,979
Net book value
At December 31, 2023	$	104,414		$	55,326		$	42,377		$	2,182		$	2,539		$	4,881	$	211,719
At March 31, 2024	$	104,444		$	52,964		$	40,607		$	2,050		$	2,262		$	9,397	$	211,724

Page 11

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

12.	EXPLORATION AND EVALUATION PROPERTIES

Our exploration and evaluation properties consist of the South Railroad Project in Nevada, United States and the Cerro Quema Project in Panama).

****	South Railroad		Cerro Quema		Total
At<br> December 31, 2023 and March 31, 2024	$	160,000	$	10,000	$	170,000
13.	TRADE PAYABLES AND ACCRUED LIABILITIES
---	---
****	March 31, 2024		December 31, 2023
---	---	---	---	---
Trade payables	$	5,904	$	5,739
Royalties payable (note 5(b))		2,909		2,466
Goods or services received awaiting vendor invoices		7,769		4,054
Payroll related		8,120		6,532
Current portion of lease obligations (note 15)		847		915
Accrued interest payable (notes 14)		—		59
Other		770		891
	$	26,319	$	20,656
14.	LONG TERM DEBT
---	---
****	Revolving facility		****
---	---	---	---
At January 1, 2023	$	—
Converted from Credit Facility<br> to Revolving Facility (note (a))		113,350
Principal repayments during the period		(25,000	)
At December 31, 2023	$	88,350
At March 31, 2024	$	88,350

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 12

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

The Revolving Facility has a four-year term maturing on August 28, 2027, with an option to increase this facility to $200 million, subject to certain conditions.

The applicable interest rate for the Revolving Facility is based on the term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.50% to 3.75% based on the Company’s leverage ratio at the end of each fiscal quarter. During the quarter ended March 31, 2024, the average interest rate paid on the Revolving Facility was 7.9% per annum (three months ended March 31, 2023 – not applicable).

A standby fee is payable on the undrawn portion of the Revolving Facility. The standby fee is charged at 0.56% to 0.84% depending on the leverage ratio. At March 31, 2024, the undrawn amount was $61.6 million.

We may prepay all or any portion of the amounts owed under the Revolving Facility without penalty.

The 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 is excluded from the collateral. The Company is prohibited from declaring, paying or setting aside for payment any dividends unless certain financial covenants and ratios are met.

The Revolving 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 3.50,
·	an<br> interest service coverage ratio at greater than or equal to 4,
---	---
·	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 million.
---	---

As at March 31, 2024, the Company was in compliance with all covenants.

Subsequent to the reporting period, the Company made a principal repayment of $10 million on the Revolving Facility.

Page 13

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

15.	LEASE OBLIGATIONS

The Company has lease contracts for mining equipment, vehicles and buildings. Leases of mining equipment have lease terms of five years, while vehicles and buildings generally have lease terms between three and five years.

(a)	Lease<br> obligations
****	March 31, 2024		****	December 31, 2023		****
---	---	---	---	---	---	---
Beginning of year	$	2,908		$	3,173
Additions		—			484
Interest expense (note 8(a))		35			156
Lease payments		(275	)		(1,125	)
Due to changes in exchange rates		—			220
End of period	$	2,668		$	2,908
Current (note 13)	$	847		$	915
Non-current		1,821			1,993
	$	2,668		$	2,908
(b)	Lease expenses<br> recognized
---	---
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Interest on lease liabilities	$	35	$	41
Variable lease payments not included in the<br> measurement of lease liabilities		3,045		3,403
Expenses relating to short-term leases		88		69
Expenses relating to leases of low-value assets,<br> excluding short-term leases		18		33
	$	3,186	$	3,546

Page 14

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

16.	SITE CLOSURE PROVISIONS
****	Camino Rojo		****	Nevada projects		Cerro Quema Project		Total		****
---	---	---	---	---	---	---	---	---	---	---
At December 31, 2022	$	6,301		$	1,617	$	343	$	8,261
Changes in cost estimates		(1,996	)		463		157		(1,376	)
Accretion during the period (note 8(b))		521			18		—		539
At December 31, 2023	$	4,826		$	2,098	$	500	$	7,424
Changes in cost estimates		581			47		—		628
Accretion during the period (note 8(b))		112			5		—		117
At March 31, 2024	$	5,519		$	2,150	$	500	$	8,169
****	March 31, 2024								December 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
****	Camino Rojo		****	Nevada projects		****	Cerro Quema Project		Camino Rojo		****	Nevada projects		****	Cerro Quema Project
Estimated settlement dates		2033<br> to 2047			2034					2033<br> to 2047			2034
Undiscounted risk-adjusted cash flows	$	10,071		$	2,421		$	500	$	9,765		$	2,336		$	500
Inflation rate		4.0	%		2.6	%		—		3.7	%		2.6	%		—
Discount rate		9.5	%		3.6	%		—		9.8	%		3.6	%		—
17.	SHARE CAPITAL
---	---
(a)	Authorized<br> 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.

Page 15

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)	Warrants

The following summarizes information about the warrants outstanding during the period.

Expiry date	Exercise price		December 31, 2023		Exercised		Expired		March 31, 2024
December 18,<br> 2026	C$	3.00		28,253,200		—		—		28,253,200
Weighted<br> average exercise price			C$	3.00	C$	3.00	C$	—	C$	3.00

Subsequent to the reporting period, the Company issued 300,000 common shares for proceeds of $0.7 million pursuant to the exercise of warrants.

18.	EARNINGS PER SHARE

Earnings per share has been calculated using the weighted average number of common shares outstanding for the three months ended March 31, 2024 and 2023 as follows:

(a)	Basic
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Income for the period	$	17,485	$	13,235
Weighted average number of common shares (thousands)		315,088		306,305
Basic earnings per share	$	0.06	$	0.04

Page 16

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)	Diluted
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Income for the period	$	17,485	$	13,235
Weighted average number of common shares (thousands)		315,088		306,305
Dilutive potential ordinary shares
Warrants		10,033		14,076
Options		964		3,842
RSUs		396		357
DSUs		706		565
Bonus shares		500		500
Weighted average number of ordinary shares		327,687		325,645
Diluted earnings per share	$	0.05	$	0.04
19.	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 ended March 31
Share-based payments expense	2024		2023
Stock<br> options (note 19(a))	$	283	$	356
Restricted share<br> units (note 19(b))		281		276
Deferred share<br> units (note 19(c))		731		475
Performance share<br> units (note 19(d))		124		—
Share based payments<br> expense	$	1,419	$	1,107
(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.

Page 17

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

	Three months ended March 31
	2024					2023
Stock options outstanding	Number		****	Weighted average exercise price		Number		****	Weighted average exercise price
Outstanding, January 1		5,523,297		C$	4.93		9,178,889		C$	3.71
Granted		651,955			5.13		445,988			6.58
Exercised		(162,318	)		1.44		(1,464,553	)		1.61
Expired, forfeited or cancelled		(115,594	)		14.19		(162,270	)		17.02
Outstanding, March 31		5,897,340		C$	4.86		7,998,054		C$	3.98
Vested, March 31		4,487,154		C$	4.66		6,601,044		C$	3.60

The stock options granted during the three months ended March 31, 2024 had a grant date fair value of C$1.6 million ($1.2 million) using the Black Scholes option pricing model with the following weighted average assumptions:

•	Share<br> price at grant date – C$5.13, expected volatility 50%, expected life - 5 years, risk<br> free interest rate 3.5% and expected dividends – nil.

Subsequent to the reporting period, 367,168 stock options were exercised, for gross proceeds to the Company of $0.3 million.

(b)	Restricted<br> share units (“RSUs”)

RSUs awarded by the Company typically vest one-third each one, two, and three years after award date.

	Three months ended March 31
Number of RSUs outstanding:	2024		****	2023		****
Outstanding, January 1		580,219			443,267
Awarded		409,014			283,032
Vested and settled		(59,660	)		(149,651	)
Outstanding, March 31		929,573			576,648
			Number vesting in the year
---	---	---	---	---	---	---	---	---	---	---	---	---
Number of RSUs outstanding:	Total		2023		2024		2025		2026		2027
Outstanding, March 31, 2023		576,648		2,552		331,679		148,061		94,356		—
Outstanding, March 31, 2024		929,573		—		79,539		480,993		232,714		136,327

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 March 31, 2024, all RSU’s outstanding were accounted for as equity-settled.

Page 18

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

During the three months ended March 31, 2024, there were no RSUs settled in cash (three months ended March 31, 2023 — 94,063 RSUs settled in cash for $0.5 million).

(c)	Deferred<br> 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.

	Three months ended March 31
Number of DSUs outstanding:	2024		2023
Outstanding, January 1		701,927		559,725
Awarded and vested immediately		192,976		98,781
Outstanding, March 31		894,903		658,506
Vested, March 31		894,903		658,506
(d)	Performance<br> 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 adjust the amount recognized at each reporting period to reflect changes in 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.

On March 30, 2024, the Company issued a total of 324,139 PSUs. To March 31, 2023, no share based compensation was recognized in respect of these PSUs as the amount was negligible.

	Three months ended March 31
Number of PSUs outstanding:	2024		2023
Outstanding, January 1		198,737		—
Granted during the period		324,139		198,737
Outstanding, March 31		522,876		198,737
Vested, March 31		—		—
(e)	BONUS SHARES
---	---

During 2017, the Board of Directors awarded 500,000 common shares to the non-executive Chairman of the Company as bonus shares. The bonus shares were subject to a vesting period from June 19, 2017, to June 18, 2020 (the “Eligibility Period”). 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 19

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

20.	RELATED PARTY TRANSACTIONS

The Company’s related parties include:

Related party	Nature of the relationship
Key management personnel	Key management personnel are the Chief<br> Executive Officer, the Chief Operating Officer, the Chief Financial Officer, Chief Sustainability Officer, the Senior Vice President<br> Exploration, and members of the Board of Directors of the Company.
(a)	Key management<br> personnel
---	---

Compensation to key management personnel was as follows:

****	Three months ended March 31
	2024		2023
Salaries and short term incentives	$	1,846	$	2,284
Directors’ fees		151		83
Share based payments		1,032		923
	$	3,029	$	3,290
(b)	Transactions
---	---

The Company had no other material transactions with related parties other than key management personnel during the three months ended March 31, 2024, and 2023.

(c)	Outstanding<br> balances at the reporting date

At March 31, 2024, estimated accrued short term incentive compensation totaled $1.8 million and is included in accrued liabilities (December 31, 2023 – $1.4 million).

21.	SUPPLEMENTAL CASH FLOW INFORMATION
(a)	Cash<br> and cash equivalents
---	---

Cash and cash equivalents consists of bank current accounts and cash on hand.

Page 20

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)	Changes in<br> non-cash working capital
****	Three months ended March 31					****
---	---	---	---	---	---	---
	2024			2023
Accounts receivable and prepaid expenses	$	(1,012	)	$	(855	)
Inventory		663			(2,416	)
Valued added taxes recoverable		5,094			1,283
Trade payables and accrued liabilities		5,950			(2,886	)
Changes in non-cash working capital	$	10,695		$	(4,874	)
(c)	Non-cash<br> investing and financing activities
---	---
****	Three months ended March 31
---	---	---	---	---
	2024		2023
Financing activities
Stock options exercised, <br>       credited<br> to share capital with an offset to reserves	$	72	$	755
Warrants exercised, <br>       credited<br> to share capital with an offset to reserves		—		148
Common shares issued on maturity of RSUs, <br><br>       credited to share capital with an offset to reserves		238		218
Investing activities
Marketable securities adjustment included in<br> account receivable		—		4
22.	SEGMENT INFORMATION
---	---
(a)	Reportable<br> 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. These operating segments are (1) the Camino Rojo Mine, (2) the Cerro Quema project, (3) the Nevada projects and (4) the corporate office. 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 21

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)	Geographic<br> segments

We conduct our activities in four geographic areas: Mexico, Panama, Nevada USA, and Canada (Corporate).

(i)	Income<br> (loss) for the period by segment
Three months ended March 31,<br> 2024	Mexico			Panama			Nevada			Corporate			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Revenue (note 4)	$	67,278		$	—		$	—		$	—		$	67,278
Cost of sales		(28,576	)		—			—			—			(28,576	)
Earnings from mining operations		38,702			—			—			—			38,702
General and administrative expenses (note 7)		—			(58	)		—			(3,811	)		(3,869	)
Exploration and evaluation expenses (note 6)		(1,682	)		(871	)		(2,089	)		(102	)		(4,744	)
Interest income		1,081			—			—			324			1,405
Depreciation		(24	)		—			(37	)		(66	)		(127	)
Share based payments (note 19)		(30	)		(22	)		(66	)		(1,301	)		(1,419	)
Interest and accretion expense		(122	)		—			(151	)		(1,802	)		(2,075	)
Foreign exchange and other gain (loss)		16			—			—			928			944
Income taxes		(11,005	)		—			—			(327	)		(11,332	)
Income (loss) for the<br> period	$	26,936		$	(951	)	$	(2,343	)	$	(6,157	)	$	17,485
Three months ended March 31,<br> 2023	Mexico			Panama			Nevada			Corporate			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Revenue (note 4)	$	50,939		$	—		$	—		$	192		$	51,131
Cost of sales		(18,873	)		—			—			(79	)		(18,952	)
Earnings from mining operations		32,066			—			—			113			32,179
General and administrative expenses (note 7)		—			—			—			(3,265	)		(3,265	)
Exploration and evaluation expenses (note 6)		(1,675	)		(2,654	)		(2,418	)		(119	)		(6,866	)
Interest income		930			—			—			201			1,131
Depreciation		(14	)		(4	)		(31	)		(69	)		(118	)
Share based payments (note 19)		(41	)		(18	)		(47	)		(1,001	)		(1,107	)
Interest and accretion expense		(441	)		—			(338	)		(2,468	)		(3,247	)
Foreign exchange and other gain (loss)		(705	)		—			—			(97	)		(802	)
Income taxes		(4,239	)		—			—			(431	)		(4,670	)
Income (loss) for the<br> period	$	25,881		$	(2,676	)	$	(2,834	)	$	(7,136	)	$	13,235

Page 22

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(ii)	Assets by<br> segment
At March 31, 2024	Mexico		Panama		Nevada		Corporate		Total
---	---	---	---	---	---	---	---	---	---	---
Property, plant and equipment	$	210,460	$	—	$	491	$	773	$	211,724
Exploration and evaluation properties		—		10,000		160,000		—		170,000
Total assets		359,353		11,079		160,684		26,008		557,124
At December 31, 2023	Mexico		Panama		Nevada		Corporate		Total
---	---	---	---	---	---	---	---	---	---	---
Property, plant and equipment	$	210,339	$	—	$	525	$	855	$	211,719
Exploration and evaluation properties		—		10,000		160,000		—		170,000
Total assets		336,374		10,673		161,137		27,594		535,778
23.	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<br> 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.

Page 23

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

24.	FINANCIAL INSTRUMENTS
(a)	Fair<br> 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<br> 1	The<br> fair value of financial instruments traded in active markets (such as publicly traded equity<br> securities) is based on quoted (unadjusted) market prices as at the reporting date. The quoted<br> market price used for financial assets held by the Company is the closing trading<br> price on the reporting date. Such instruments are included in Level 1.
Level 2	The<br> fair value of financial instruments that are not traded in an active market is determined<br> using valuation techniques. These valuation techniques maximize the use of observable market<br> data where it is available and rely as little as possible on entity specific estimates. If<br> all significant inputs required to fair value an instrument are observable, we include that<br> instrument in Level 2.
---	---
Level 3	If<br> one or more of the significant inputs is not based on observable market data, the instrument<br> is included in Level 3.
---	---

The carrying value of cash and cash equivalents, trade and other receivables, restricted cash, trade payables and accrued liabilities approximates the fair value due to the short-term nature of the instruments.

The fair value of the Revolving 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 the Revolving Facility at March 31, 2024 and December 31, 2023 was estimated at $88.4 million using a discount rate of 7.9%.

At March 31, 2024, 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 and cash equivalents	FVTPL	$	118,067	$	118,067	$	—	$	—
Accounts receivable	Amortized cost		18		18		—		—
Restricted cash	Amortized cost		1,012		1,012		—		—
		$	119,097	$	119,097	$	—	$	—
Financial liabilities
Accrued liabilities	Amortized cost		243		243		—		—
Lease obligation	Amortized cost		2,668		—		2,668		—
Revolving Facility	Amortized cost		88,350		—		—		88,350
		$	91,261	$	243	$	2,668	$	88,350

Page 24

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

At December 31, 2023, the carrying values and fair values of our financial instruments by category were as follows:

						Fair value
	Classification	Carrying<br> value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	FVTPL	$	96,632	$	96,632	$	—	$	—
Accounts receivable	Amortized cost		18		18		—		—
Restricted cash	Amortized cost		1,011		1,011		—		—
		$	97,661	$	97,661	$	—	$	—
Financial liabilities
Accrued liabilities	Amortized cost		122		122		—		—
Lease obligation	Amortized cost		2,908		—		2,908		—
Revolving Facility	Amortized cost		88,350		—		—		88,350
		$	91,380	$	122	$	2,908	$	88,350

We determine whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.

25.	COMMITMENTS AND CONTINGENCIES
(a)	Commitments
---	---

The Company has issued purchase orders for construction, equipment purchases, materials and supplies, and other services at Camino Rojo. At March 31, 2024, these outstanding purchase orders and contracts totaled approximately $7.2 million (December 31, 2023 – $3.7 million), which we expect will be filled within the next 12 months.

The Company is committed to making severance payments totaling approximately $6.1 million (December 31, 2023 – $7.4 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<br> 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 cubic metres of material extracted during mining, square metres of material impacted by dangerous substances, tonnes of carbon dioxide produced during mining processes, and tonnes of waste stored in landfills. The Company has received assessments in respect of this tax; however, the Company’s view is that the sections of the law pursuant to which these assessments have been issued do not apply to the Company at this time and, accordingly, 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.

Page 25

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements Three months ended March 31, 2024 and 2023

(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

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.

26.	INCOME TAXES

Tax expense consists of (i) current income tax on taxable income, (ii) 7.5% special mining duty ("SMD") on income subject to SMD, and (iii) withholding taxes attributable to interest charged on intercompany loans to the Mexican operating company, as well as (iv) deferred income tax, and (v) deferred special mining duty.

****	Three months ended March 31				****
	2024		2023
Current income tax expense	$	5,894	$	6,445
Mexican 7.5% Special Mining Duty expense		2,925		2,714
Withholding tax expense		327		431
Deferred income tax expense (recovery)		2,185		(4,187	)
Deferred Mexican 7.5% Special Mining Duty expense<br> (recovery)		1		(733	)
Tax expense	$	11,332	$	4,670
27.	EVENTS AFTER THE REPORTING PERIOD
---	---
(a)	Revolving<br> Facility Principal Repayment
---	---

Subsequent to the reporting period, the Company repaid $10 million of principal on the Revolving Facility (note 14).

(b)	Acquisition<br> of Contact Gold Corp.

Subsequent to the reporting period, on April 29, 2024, the Company completed the acquisition of Contact Gold Corp. (“Contact”).

The Company acquired all of the issued and outstanding Contact common shares and Contact became a wholly-owned subsidiary of the Company. The Company issued approximately 2.2 million common shares to effect the acquisition.

Page 26

Exhibit 99.2

Management’s Discussion and Analysis

Three months ended March 31, 2024

Amounts in United States dollars

Page 1

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

TABLEOF CONTENTS

I.	OVERVIEW		3
II.	SUMMARY		4
III.	OUTLOOK AND<br> UPCOMING MILESTONES		5
IV.	DISCUSSION<br> OF OPERATIONS		5
	A.	CAMINO ROJO,<br> MEXICO	5
	B.	SOUTH RAILROAD PROJECT,<br> NEVADA	10
	C.	OTHER PROJECTS - CERRO<br> QUEMA PROJECT, PANAMA	11
V.	NON-GAAP<br> MEASURES		12
VI.	SUMMARY OF<br> QUARTERLY RESULTS		15
VII.	THREE MONTHS<br> ENDED MARCH 31, 2024		17
VIII.	LIQUIDITY		20
IX.	INTERNAL<br> CONTROL OVER FINANCIAL REPORTING		21
X.	CAPITAL RESOURCES		23
XI.	RELATED PARTY<br> TRANSACTIONS		23
XII.	OFF-BALANCE<br> SHEET ARRANGEMENTS		24
XIII.	CRITICAL<br> ACCOUNTING ESTIMATES		24
XIV.	FINANCIAL<br> INSTRUMENTS		26
XV.	OUTSTANDING<br> SHARE DATA		27
XVI.	CAUTIONARY<br> NOTES		28
XVII.	RISKS AND<br> UNCERTAINTIES		31

Page 2

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**I.**OVERVIEW

Orla Mining Ltd. is a mineral exploration, development, and production company that trades on the Toronto Stock Exchange under the ticker symbol “OLA” and on the NYSE American under the symbol “ORLA”. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries unless the context otherwise indicates.

Orla’s corporate strategy is to acquire, develop, and operate mineral properties where our expertise can substantially increase stakeholder value. We have two material gold projects:

·	Camino Rojo, located in Zacatecas State, Mexico, consisting of the Camino Rojo oxide gold mine<br> (the “Camino Rojo Oxide Mine” or “Camino Rojo”), which achieved commercial<br> production effective April 1, 2022, and the Camino Rojo sulphides project (“Camino<br> Rojo Sulphides”); and
·	South Railroad (“South Railroad” or the “South Railroad Project”),<br> located in the state of Nevada, United States, consisting of the Dark Star and Pinion deposits<br> and situated within a prospective land package along the Carlin trend in Nevada.
---	---

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company should be read in conjunction with our condensed interim consolidated financial statements for the three months ended March 31, 2024, and our audited consolidated financial statements for the year ended December 31, 2023 and the related notes thereto. The Cautionary Notes near the end of this document are an important part of this MD&A.

Additional information about our Company, including our most recent consolidated financial statements and Annual Information Form, is available on the Company website at www.orlamining.com, under the Company’s profile on the System for Electronic Document Analysis and Retrieval

(“SEDAR+”) at www.sedarplus.ca, and the Company’s documents filed with, or furnished to, the United States Securities and Exchange Commission (“SEC”), which are available through the SEC’s Electronic Data Gathering and Retrieval System (“EDGAR”) at www.sec.gov.

This MD&A is current as of May 14, 2024.

Andrew Cormier, P.Eng., the Chief Operating Officer of the Company, is a Qualified Person, as the term is defined in National Instrument 43-101 (“NI 43-101”), and has reviewed and approved the technical information disclosed in this MD&A.

Page 3

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**II.**SUMMARY

Q1 2024 Highlights

·	First<br> quarter gold production of 33,223 ounces, and 32,046 ounces of gold were sold, generating<br> $67.3 million in revenue.
·	All-in<br> sustaining cost ^1^ (“AISC”) for the quarter of $909 per ounce of gold<br> sold.
---	---
·	Cash<br> on hand at March 31, 2024 of $118.1 million.
---	---
·	Adjusted<br> earnings ^1^ of $16.8 million, resulting in adjusted earnings per share of $0.05.
---	---
·	Net<br> income of $17.5 million for the quarter, resulting in earnings per share of $0.06.
---	---
·	Cash<br> flow from operating activities before changes in non-cash working capital of $21.7 million.
---	---
·	Exploration<br> and project costs of $8.6 million during the quarter, of which $3.9 million was capitalized<br> and $4.7 million was expensed.
---	---
Operating & Financial Results		Q1 2024		Q1 2023		****
---	---	---	---	---	---	---
Gold production	ounces		33,223		25,910
Gold sold	ounces		32,046		26,859
Average<br> realized gold price ^1^	per<br> ounce	$	2,059	$	1,888
Cost of sales – operating cost	million	$	18.1	$	11.8
Cash<br> cost per ounce ^1^	per<br> ounce	$	576	$	472
All-in<br> sustaining cost per ounce ^1^	per<br> ounce	$	909	$	693
Revenue	million	$	67.3	$	51.1
Net income	million	$	17.5	$	13.2
Earnings per share – basic	$/share	$	0.06	$	0.04
Adjusted<br> earnings ^1^	million	$	16.8	$	11.4
Adjusted<br> earnings per share - basic ^1^	$/share	$	0.05	$	0.04
Cash flow from operating activities before changes in non-cash<br> working capital	million	$	21.7	$	(0.1	)
Free<br> cash flow ^1^	million	$	23.9	$	(5.5	)
Financial position		March 31,<br><br> 2024		December 31,<br><br> 2023
---	---	---	---	---	---
Cash and cash equivalents	million	$	118.1	$	96.6
Net<br> cash ^1^	million	$	29.7	$	8.3

^1^ Non-GAAP measure. Please referto section V - NON-GAAP MEASURES of this MD&A for a reconciliation of this measure to the most comparable figures presented in ourfinancial statements.

Page 4

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**III.**OUTLOOKAND UPCOMING MILESTONES

We remain focused on advancing the Company’s strategic objectives and near-term milestones, which include the following:

·	Maintaining<br> robust health and safety protocols, to support the health of our employees and local communities.
·	Advancing<br> our Multi-year Sustainability Strategy Towards 2030, with a clear path for our environmental,<br> social and governance (ESG) ambitions.
---	---
·	Maintaining<br> consistent performance at the Camino Rojo Oxide Mine and achieving 2024 annual gold production<br> and AISC guidance of 110,000 to 120,000 ounces at $875-$975 per ounce of gold sold.
---	---
·	Continuing<br> to advance project permitting activities at Camino Rojo and South Railroad.
---	---
·	Continuing<br> our exploration efforts across our portfolio, we are currently focused on several key initiatives:
---	---
o	Incorporating the results of the 2023<br> drilling program for the Camino Rojo Sulphides, aimed at informing an underground mineral<br> resource estimate planned for 2024.
---	---
o	Advancing the exploration programs for<br> the South Railroad project and the Camino Rojo sulphide and oxide extensions, with the goal<br> of increasing reserves and resources.
---	---
o	Conducting regional exploration programs<br> at South Railroad and Camino Rojo to discover new mineral resources and enhance our portfolio.
---	---

**IV.**DISCUSSIONOF OPERATIONS

A.	CAMINO<br> ROJO, MEXICO

Camino Rojo is a gold-silver-lead-zinc deposit located in the Municipality of Mazapil, State of Zacatecas, Mexico, near the village of San Tiburcio. The project lies 190 kilometres northeast of the city of Zacatecas, 48 km south-southwest of the town of Concepción del Oro, Zacatecas, and 54 kilometres south-southeast of Newmont’s Peñasquito mine.

Refer to the Company’s filed annual information form dated March 19, 2024, for the year ended December 31, 2023 (the “Annual Information Form”), for historical context and project background.

CAMINO ROJO OPERATIONAL UPDATE

The Camino Rojo Oxide Mine achieved quarterly gold production of 33,223 ounces of gold in Q1 2024 at an average ore stacking rate of 19,597 tonnes per day. The average mining rate during the first quarter was 30,950 tonnes per day with a strip ratio of 0.45. The average grade of ore processed during the first quarter was 0.82 g/t gold, in line with our plan. Gold sold during Q1 2024 totaled 32,046 ounces, a record quarter for the Company.

First quarter cash costs^1^ and AISC^1^totaled $576 and $909 per ounce of gold sold, respectively.

Sustaining capital during the first quarter of 2024 totaled $5.0 million. This included items such as the construction of phase 2 of the heap leach pad and near-pit oxide exploration.

^1^ These are non-GAAP measures. Refer to the reconciliationprovided in section V of this document.

Page 5

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

During the second half of 2023, we initiated a program to test the impact of reduced crushed size from P80 28mm to P80 23mm. The initial results of this test program were positive and resulted in higher gold recovery from the heap leach. The testing will continue in 2024, as will testing of reduced crush size on other ore types.

Camino Rojo Operating Highlights		Q1 2024		Q1 2023
Total Ore Mined	tonnes		1,943,865		1,948,543
Ore - processed	tonnes		1,756,613		1,646,595
Low Grade Ore –<br> stockpiled	tonnes		187,252		301,948
Waste Mined	tonnes		872,571		1,183,781
Total Mined	tonnes		2,816,435		3,132,324
Strip Ratio	w:o		0.45		0.61
Total Ore Mined Gold Grade	g/t		0.77		0.72
Ore – processed	g/t		0.82		0.80
Low Grade Ore –<br> stockpiled	g/t		0.31		0.29
Ore Crushed	tonnes		1,841,744		1,770,355
Ore Stacked	tonnes		1,783,305		1,701,188
Stacked Ore Gold Grade	g/t		0.82		0.80
Gold Produced	oz		33,223		25,910
Daily Stacking Rate – Average	tpd		19,597		18,902
****		Q1 2024		Q1 2023
---	---	---	---	---	---
Total ROM Ore Stockpile*	tonnes		2,795,072		2,420,575
Total ROM Ore Stockpile Grade	g/t		0.33		0.34

*ROM ore stockpile includes mined ore not yet crushed, and low-gradestockpiles.

ENVIRONMENTAL AND PERMITTING

CHANGE IN LAND USE PERMIT

The Company’s layback agreement with Fresnillo (the “Layback Agreement”) provided the Company with access to the Layback Area. As a result, the project as described in the 2021 technical report titled “Unconstrained Feasibility Study NI 43-101 Technical Report on the Camino Rojo Gold Project, Municipality of Mazapil, Zacatecas, Mexico” dated effective January 11, 2021 (the “2021 Camino Rojo Report”) will require an additional Change of Land Use (in Spanish, Cambio de Uso de Suelo, or “CUS”) permit to allow for additional surface disturbances related to development of a pit layback onto lands not considered in the August 2019 CUS permit application. The application for the additional CUS permit was submitted to SEMARNAT in February 2023. In July 2023, the permit was declined for procedural reasons due to SEMARNAT’s internal process timelines. We expect to resubmit the additional CUS permit application in 2024.

ENVIRONMENTAL IMPACT STATEMENT

With respect to the Environmental Impact Statement (in Spanish, Manifesto de Impacto Ambiental, or “MIA”), the project described in the 2021 Camino Rojo Report requires a modification of the MIA permit to allow for the additional production related to the development of a pit layback onto lands not considered in the August 2019 permit application, which the Company submitted. In March 2022, the Company submitted a second modification of the MIA permit to allow for the open pit east-west expansion, as well as waste and low-grade ore stockpiles. In 2024, both MIA modifications were not approved by SEMARNAT. The Company is in the process of appealing these decisions, and in the meantime is obtaining clarity on the reasons for the lack of approvals. The Company is preparing a document addressing SEMARNAT’s observations to support and obtain the necessary permits or permit amendments in 2024 and does not expect these delays to have an impact on the 2024 production guidance.

Page 6

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

EXPLORATION

The Camino Rojo land package is under-explored and its proximity to the large Camino Rojo mineralized system provides highly prospective exploration opportunities. Exploration on the project is somewhat challenging due to the presence of a thin alluvial soil and caliche cover restricting geochemical surface expressions, but the potential to discover mineralization is considered excellent. As such, we continue to conduct regional exploration at Camino Rojo.

CAMINO ROJO SULPHIDES

Historical drilling on the Camino Rojo Sulphides, conducted by the previous project owners, indicated the gold grade of the deposit to be widely disseminated and a large, open-pit mining scenario was the favored development pathway. A lower grade open pit development scenario would necessitate higher capital expenditures for a large processing facility, and extensive material handling. To understand if an alternative, more targeted, development approach was possible, the presence of higher grades had to be confirmed. It was interpreted that portions of the deposit were comprised of higher-grade steep northwest dipping vein sets. To test for the higher grades and to confirm the geological model, Orla began drilling into the Camino Rojo Sulphides in the opposite (south) orientation of historical drilling. Since Q4 2020, three phases of drilling were completed with the results indicating the presence of continuous, higher-grade gold domains (>2g/t Au) which could be amenable to underground mining, allowing for a smaller processing facility and less material handling.

Over three distinct campaigns covering a total of 50,924 drill metres, the Camino Rojo Sulphide infill drill program has consistently yielded impressive results. These results include numerous intercepts of greater than 2.0 grams of gold per tonne (g/t Au) over tens of metres (core length), resulting in grade-by-thickness factors exceeding 50 g/t gold per metre. The results also showed narrower intervals of 0.5 to 11.5 metres of gold intersections exceeding 10 g/t Au. Full drill results are available at www.orlamining.com.

Combining Orla's drill holes, oriented from north to south, and historical drill holes oriented in the opposite direction, has decreased drill spacing to approximately 25-30 metres within the higher grade of the Camino Rojo Sulphides. The combined drilling has significantly improved the understanding of the primary controls on gold mineralization. This approach has also contributed to refining the geometry and size of higher-grade zones within the extensive mineralized envelope of the sulphide deposit.

A preliminary underground resource estimate on the Camino Rojo Sulphides is anticipated to be completed in the second half of 2024. Metallurgical study of the recent phase of Camino Rojo sulphide infill drilling is expected to continue throughout 2024.

For additional details, please see the Company’s news releases dated January 25, 2024 (Orla Mining Provides an Update on Infill Drilling at CaminoRojo Sulphides Deposit with Multiple Highly Positive Drill Intersections) and February 7, 2024 (Orla Mining Concludes 2023Camino Rojo Sulphides Infill Program with Strong Results).

Page 7

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

CAMINO ROJO EXTENSIONS

Orla Mining has encountered and confirmed sulphide mineralization extending beyond the established open pit mineral resource boundaries at Camino Rojo. This drilling and mineralization are building on an updated geological model and the success of the previously reported CRSX22-15C hole drilled 200 metres down-plunge from the existing resources.

The impressive intercepts, both historical and recent, justified the execution of a drill section in 2023, targeting 450 metres down-plunge from the existing resources, along the dike zone structure. This significant step-out drilling initiative consisted of drilling 2,400 metres, targeting the area around the positive historical intercept in hole CR12-366D (15.7 g/t Au, 29.0 g/t Ag, 0.73% Zn, 0.10 % Pb, 0.08% Cu (19.6 g/t AuEq) over 4.5 metres. This drill section confirmed the presence of significant polymetallic semi-massive to massive sulphide mineralization, including 4.86 g/t Au, 43.6g/t Ag, 1.27% Zn, 0.44% Pb, 0.09% Cu, (6.25 g/t AuEq) over 11.7 m, and 10.3 g/t Au, 37.8 g/t Ag, 3.81% Zn, 0.08% Pb, 0.12% Cu (12.7 g/t AuEq) over 5.6 m.

Orla completed an initial metallurgical testing program in 2023, using drill core material from holes CRSX22-07 and CRSX22-08C which intersected polymetallic replacement-style mineralization during the 2022 program. The metallurgical results on material from CRSX-22-07 and CRSX-22-08C were positive with high gold recovery reported in both CIL bottle roll tests between 81-96% and rougher flotation on the CRSX-22-07 material produced a gold concentrate with 85-88% gold recovery. Open-circuit zinc cleaner tests on material from CRSX-22-07 produced a zinc concentrate with zinc grades of 52% and over 85% zinc recovery. These results suggest this new style of mineralization may be amenable to both standard cyanide processing and flotation. Orla plans to further explore these promising results through additional metallurgical test work in 2024.

In 2024, the Company plans to complete a 30,000-metre drill program with two objectives: (1) to infill the down-plunge geometry, continuity, and endowment potential of mineralization along the projection of the Dike Zone, and (2) to step out broadly and further assess the larger upside potential of this open mineralized system. The 2024 Camino Rojo Extension drill program began in early January, and at the end of the first quarter, approximately 31% of the planned drilling was completed.

For additional details, please see press release dated February 22, 2024 (Orla Mining Discovers New Style of Sulphide Mineralization at Camino Rojo Extending 0.5km Beyond CurrentResources) and June 22, 2023 (Orla Mining Provides Update On Successful Drilling Program In Mexico).

LAYBACK AREA AND OPEN PIT EXTENSION

Orla drilled in the oxide pit Layback Area in late 2023 to confirm and delineate mineralization on the Fresnillo property, located immediately north of and adjacent to the Camino Rojo Oxide Mine open pit. While historical drilling indicated that mineralization continues across the property boundary onto the Layback Area, no ounces from this area were previously included in the Camino Rojo mineral resource and mineral reserve estimates. The layback program, consisting of 3,425 metres in 24 drillholes, was completed in late May 2023. The drill results from the layback program were consistent with expectations. These results can be found on the Company’s website and are also incorporated into the annual mineral reserve and mineral resource statement set forth in the 2023 Annual Information Form.

The 2024 oxide extension program aims to delineate additional shallow oxide mineralization near the southeast pit wall, focusing on structurally controlled areas, with the objective of defining additional oxide gold material and extend the life of the Camino Rojo Oxide mine. The 2024 oxide extension program was completed in March, with total drilling of 2,036 m in 19 drillholes. Assay results from the 2024 oxide extension program are expected in Q2.

REGIONAL EXPLORATION

Regional exploration in 2023 consisted of 13,535 metres of drilling to test priority exploration targets along the northeast-southwest mine trend and northwest-southeast regional structural trend. Orla resumed drilling at the Guanamero target area in early 2023, completing 7,464 metres of core drilling in nine drill holes in the first half of the year. In the second half of 2023, Orla focused on drill testing other targets along the mine and regional trends. Target generation and development activities, including airborne drone magnetic and ground gravity geophysical surveys, geochemical sampling, and mechanical trenching were also completed in 2023.

Page 8

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

In 2024, Orla has allocated approximately 13,400 m of drilling to regional exploration efforts with the objective of continuing to drill test priority exploration targets along the northeast-southwest mine trend and northwest-southeast regional trend. In addition to drill testing, target generation and development activities will continue.

SUSTAINABILITY

At Camino Rojo during Q1 2024, there were no community-related operational interruptions. At the end of the first quarter, 100% of Camino Rojo’s direct employees were Mexican nationals. The Company and its contractors employ 86% of the employable workforce available from local communities.

The Company maintains and regularly updates its community, social relations, and environmental management program. The Community Environmental Monitoring Committee continues its participation in the quarterly water monitoring program and other environmental-related activities. The Sustainability Risk Committee, which is comprised of members of the Company and community relations advisors, continues to hold monthly meetings. The Company’s community relations team continues to work with local communities to understand how the Company can best provide support.

Highlights of Q1 2024:

Camino Rojo completed an update of its social baseline that comprises 457 surveys of households in 16 communities within the project's direct and indirect areas of influence. A significant majority of the respondents from the direct area (defined as ejidos San Tiburcio, El Berrendo, San Francisco de los Quijano and La Partida) expressed their satisfaction with the presence of the mine in or near their community, and a similar majority stated that the operation is bringing positive impacts to their communities.

In 2024, Camino Rojo has made significant strides in its community infrastructure program. In the first quarter, planned projects at El Berrendo, including sports facilities, communal roads, and water well enhancements, were completed.

---

Page 9

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated
B.	SOUTH<br> RAILROAD PROJECT, NEVADA
---	---

In August 2022, the Company acquired all the outstanding common shares of Gold Standard Ventures Corp., a publicly listed company that owned the South Railroad Project. The South Railroad Project is located along the Pinon mountain range, approximately 24 kilometers south-southeast of Carlin, Nevada, in the Railroad mining district. Refer to the Annual Information Form for historical context and project background.

Subsequent to the quarter end, on April 29, 2024, the Company acquired all the outstanding common shares of Contact Gold Corp. (“Contact”), a publicly listed company that owned the Pony Creek property. The Pony Creek property will be included within the South Railroad Project.

ENVIRONMENT AND PERMITTING

PERMITTING ACTIVITIES

We continue baseline environmental data collection to facilitate the environmental studies required to support development of the Environmental Impact Statement (“EIS”), and the permitting process. Orla is currently expanding on this work to allow flexibility in project planning when working with the Bureau of Land Management (“BLM”) during the permitting process.

A Plan of Operations for the project was submitted in November 2020. In December 2020, the BLM determined that the plan was complete. The review and approval process for the Plan of Operations by the BLM constitutes a federal action under the National Environmental Policy Act (“NEPA”) and BLM regulations. The BLM is required to comply with the NEPA, and the BLM has determined that an EIS is required. A NEPA contractor was selected in August 2021, which commenced work the following month. The next step in the NEPA process will be the BLM publishing the Notice of Intent in the Federal Register, followed by public scoping meetings in conjunction with the development of the EIS. SWCA Environmental Consultants have been engaged to manage the EIS process on behalf of the BLM. The NEPA process will culminate in the BLM publishing a Record of Decision for the project. The South Railroad Project will also require an Individual Section 404 Permit from the United States Army Corps of Engineers, and this agency will be a cooperating agency on the NEPA documents.

The Company expects this permitting process to continue over 2024 and 2025, with construction at South Railroad commencing in 2026.

DETAILED DESIGN WORK AND AWARDING OF THE EPCM CONTRACT

We anticipate awarding the Engineering, Procurement & Construction Management contract for the South Railroad Project following the filing of the Notice of Intent by the BLM. Detailed engineering and design work could then commence in preparation for a construction decision following the conclusion of the NEPA process and receipt of the Record of Decision document.

EXPLORATION

The South Railroad Project is a prospective land package for the discovery of additional Carlin- and associated low sulfidation-type gold mineralization outside the already defined gold resources and reserves at the Pinion and Dark Star deposits. The potential for definition of additional oxide resources is considered very good. As such, we continue to conduct near-deposit and regional exploration at the South Railroad Project.

Page 10

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

In 2023, geological modelling and metallurgical testing were completed for satellite mineralized zones. In addition, Orla drill tested multiple oxide and sulphide exploration targets, including the extension of known mineralization (deposits) and newly developed targets supported by geology, geochemistry, and geophysical data. Key near-deposit exploration targets drilled in 2023 include Dark Star, Pinon SB, and North Bullion. Exploration drilling to test the possible extensions of gold mineralization was completed at the Jasperoid Wash, Dixie, and POD satellite deposits. Selected early-stage drill targets were also drill tested.

Orla’s planned 2024 exploration program at South Railroad includes approximately 19,000 m in exploration drilling, with an additional 8,000 m of drilling planned on the newly acquired Pony Creek property. Drilling activities are expected to start in Q2 2024 and extend until late 2024. Exploration drilling in 2024 will continue near-deposit exploration to potentially grow known deposits. Regional exploration will drill test selected exploration targets to assess the potential for additional satellite deposits, including Carlin-, epithermal- and skarn-type gold and base metal mineralization. Geological and geochemical field work will also be completed to develop and advance early-stage targets to the drill-stage across the >25 km strike length of the property.

SUSTAINABILITY

In Q1 2024, the South Railroad Project advanced its community engagement strategy, prioritizing dialogue with key local and state leaders to address questions and concerns regarding the Company’s plans for the project. In Q1 2024, we held constructive meetings with representatives from Elko County, local indigenous tribes, and officials from the State of Nevada.

The Company provided financial support to the Elko Cancer Network, the Geologic Society of Nevada, local foster children, and others, providing needed support to local organizations and community members. The site continues participating in South Fork Band Council meetings, Women in Mining local activities, and volunteering with meal packages to students.

C.	OTHER<br> 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. The project includes a pre-feasibility-stage, open-pit, heap leach gold project, a copper-gold sulphide resource, and various exploration targets.

On October 27, 2023, Panama’s President signed Executive Decree No. 23/2023 that prohibited the granting of new concessions for the exploration, extraction, transportation, and exploitation of metal mining in Panama. On November 3, 2023, the National Assembly of Panama passed Law 407 that included a moratorium on granting, renewing, or extending concessions for the exploration, extraction, or exploitation of metal mining in Panama. On December 15, 2023, Minera Cerro Quema, S.A., the Company’s subsidiary that holds the Cerro Quema Project, received three resolutions from the Panamanian Ministry of Commerce and Industry. The resolutions rejected the request for extension for the three mining concessions comprising the Cerro Quema Project, retroactively declared the concessions canceled, and declared the area comprising the concessions to be a reserve area under the Panamanian mining code. Under the Panamanian mining code, MICI is prohibited from granting mining concessions for exploration or extraction on a reserve area. As a result of the cancellation of the mining concessions comprising the Cerro Quema Project, we recognized an impairment of the carrying value of the asset of $72.4 million in our financial statements at December 31, 2023.

The Company has filed a Notice of Intent to Arbitrate with the Government of Panama under the Canada-Panama Free Trade Agreement (the “FTA”). The Notice of Intent asserts that the measures taken by Panama, including those described above, constitute violations of Panama’s legal obligations under the FTA and customary international law. The Notice of Intent is intended to facilitate consultations between the Government of Panama and the Company. If these consultations are not successful, the Company expects to file a formal Request for Arbitration under the FTA. Although the Company intends to 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 11

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**V.**NON-GAAPMEASURES

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 realizedgold 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.

AVERAGE REALIZED GOLD PRICE	Q1 2024		****	Q1 2023		****
Revenue	$	67,278		$	51,131
Silver sales		(1,310	)		(424	)
Gold sales		65,968			50,707
Ounces of gold sold		32,046			26,859
AVERAGE REALIZED GOLD PRICE	$	2,059		$	1,888

NET CASH

Net cash is calculated as cash and cash equivalents and short-term investments less total debt adjusted for unamortized deferred financing charges at the end of the reporting period. This measure is used by management to measure the Company’s debt leverage. The Company believes that in addition to conventional measures prepared in accordance with IFRS, net cash is useful to evaluate the Company’s leverage and is also a key metric in determining the cost of debt.

NET CASH	March 31, 2024		****	December 31, 2023		****
Cash and cash equivalents	$	118,067		$	96,632
Less: Long term debt		(88,350	)		(88,350	)
NET CASH	$	29,717		$	8,282

Page 12

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

ADJUSTED EARNINGS AND ADJUSTED EARNINGS PER SHARE

Adjusted earnings excludes deferred taxes, 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. With the addition of performance share units (“PSUs”) at the end of Q1 2023, we expect greater volatility in share-based payments expense going forward. Accordingly, we have excluded the effect of these PSU’s in our calculation of adjusted earnings.

ADJUSTED EARNINGS	Q1 2024		****	Q1 2023		****
Net income for the period	$	17,485		$	13,235
Unrealized foreign exchange gain		(911	)		(1,803	)
Accretion of deferred revenue		122			—
Share based compensation related to PSUs		124			—
ADJUSTED EARNINGS	$	16,820		$	11,432
Millions of shares outstanding – basic		315.1			306.3
Adjusted earnings per share – basic	$	0.05		$	0.04

Companies may choose to expense or capitalize their exploration expenditures. Our accounting policy is to expense these exploration costs. To assist readers in comparing against those companies which capitalize their exploration costs, we note that included within Orla’s net income for each period are exploration costs which were expensed, as follows:

****	Q1 2024		Q1 2023
Exploration<br> and evaluation expense	$	4,744	$	6,866

FREE CASH FLOW

Free Cash Flowis calculated as the sum of cash flow from operating activities and cash flow from investing activities, excluding certain unusual transactions. 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.

FREE CASH FLOW	Q1 2024		****	Q1 2023		****
Cash flow from operating activities	$	32,406		$	(4,922	)
Cash flow from investing activities		(8,480	)		(592	)
FREE CASH FLOW	$	23,926		$	(5,514	)
Millions of shares outstanding – basic		315.1			306.3
Free cash flow per share – basic	$	0.08		$	(0.02	)

Page 13

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

CASH COST AND ALL-IN SUSTAINING COST

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. Management believes that this measure is useful to market participants in assessing operating performance.

The Company has provided an All-in SustainingCost 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. Orla believes that this measure is useful to market participants in assessing operating performance and the Company's ability to generate free cash flow from current operations.

CASH COST	Q1 2024		****	Q1 2023		****
Cost of sales – operating costs	$	18,109		$	11,792
Royalties		1,668			1,306
Silver sales		(1,310	)		(424	)
CASH COST	$	18,467		$	12,674
Ounces sold		32,046			26,859
Cash cost per ounce sold		576		$	472
ALL-IN SUSTAINING COST	Q1 2024		Q1 2023
---	---	---	---	---
Cash cost, as above	$	18,467	$	12,674
General and administrative expenses		3,869		3,265
Share based payments		1,331		1,107
Accretion of site closure provisions		112		144
Amortization of capitalized site closure costs		136		125
Sustaining capital		4,614		1,145
Sustaining capitalized exploration		413		—
Lease payments		199		162
ALL-IN SUSTAINING COST	$	29,141	$	18,622
Ounces sold		32,046		26,859
All-in sustaining cost per ounce sold	$	909	$	693

Page 14

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**VI.**SUMMARYOF QUARTERLY RESULTS

Production and sales of gold during each of the last eight quarters was as follows:

	Q1<br> 2024		Q4<br> 2023		Q3<br> 2023		Q2<br> 2023		Q1<br> 2023		Q4<br> 2022		Q3<br> 2022		Q2<br> 2022
Ounces gold produced		33,223		34,484		32,425		29,058		25,910		32,017		28,876		25,672
Ounces gold sold		32,046		31,300		31,061		29,773		26,859		32,438		28,749		25,431

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	Q1<br> 2024			Q4<br> 2023			Q3<br> 2023			Q2<br> 2023			Q1<br> 2023			Q4<br> 2022			Q3<br> 2022			Q2<br> 2022
Revenue	$	67,278		$	62,946		$	60,294		$	59,272		$	51,131		$	56,758		$	49,030		$	47,797
Cost of sales		(28,576	)		(26,339	)		(25,092	)		(21,733	)		(18,952	)		(18,572	)		(19,473	)		(16,894	)
Operating margin		38,702			36,607			35,202			37,539			32,179			38,186			29,557			30,903
Exploration expense		(4,744	)		(9,316	)		(11,233	)		(7,201	)		(6,866	)		(5,605	)		(8,327	)		(2,541	)
Office and administrative		(831	)		(1,079	)		(929	)		(834	)		(710	)		(805	)		(769	)		(714	)
Professional fees		(787	)		(1,255	)		(550	)		(516	)		(397	)		(555	)		(357	)		(875	)
Regulatory and transfer agent		(277	)		(18	)		(37	)		(110	)		(286	)		(17	)		(44	)		(42	)
Salaries and wages		(1,974	)		(1,561	)		(1,607	)		(1,647	)		(1,872	)		(1,364	)		(1,172	)		(1,256	)
Depreciation		(127	)		(149	)		(117	)		(120	)		(118	)		(115	)		(85	)		(41	)
Share based payments		(1,419	)		(652	)		(656	)		(806	)		(1,107	)		(526	)		(518	)		(538	)
Foreign exchange and other		944			(608	)		(340	)		(1,240	)		(802	)		(1,856	)		3,846			(10,791	)
Impairment of exploration properties		—			(72,743	)		—			—			—			—			—			—
Interest and finance costs		(670	)		(870	)		(1,999	)		(1,466	)		(2,116	)		(2,018	)		(2,304	)		(2,076	)
Tax expense		(11,332	)		(6,798	)		(12,364	)		(10,772	)		(4,670	)		(6,635	)		(10,932	)		(12,626	)
Net income (loss)		17,485			(58,442	)		5,370			12,827			13,235			18,690			8,895			(597	)
Net income (loss) per share (basic)	$	0.06		$	(0.19	)	$	0.02		$	0.04		$	0.04		$	0.06		$	0.03		$	(0.00	)
Net income (loss) per share (diluted)	$	0.05		$	(0.19	)	$	0.02		$	0.04		$	0.04		$	0.06		$	0.03		$	(0.00	)

REVENUE AND COST OF SALES

Revenue is driven by ounces sold. Over the period Q2 2022 to Q1 2024, gold sales have increased steadily from about 25,000 ounces per quarter to about 32,000 ounces per quarter, while realized price has increased from about US$1,880 per oz to over US$2,000 per oz.

Cost of sales has increased over time as a result of higher ounces sold, higher reagent consumption due to higher lifts on the leach pad, increased labour rates due to a collective agreement, and a strengthening Mexican peso against the US dollar. Increases in the depreciation component of cost of sales are due to ongoing capital expenditures and higher corresponding ounces sold.

EXPLORATION EXPENSE

In Q3 2022, we acquired the South Railroad Project and continued significant exploration and evaluation activities at South Railroad. This has caused the increase in exploration expense after Q2 2022. We also continued further exploration activities at Camino Rojo and Cerro Quema during 2022 and into 2023. Commencing Q1 2024 we limited our costs at Cerro Quema to, primarily, holding costs.

Page 15

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

ADMINISTRATIVE COSTS

Administrative costs and professional fees have trended with the level of activity of the Company, and with major transactions such as the Company’s refinancing of its loans and the acquisition of South Railroad in 2022.

SALARIES AND WAGES

Salaries have generally increased from 2022 to 2023 as a result of growth of the Company as a whole.

SHARE BASED PAYMENTS

Share-based payments expense is generally related to the number of stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), and PSUs vesting during the quarter. The grants typically occur during the first quarter of each year; consequently, those quarters tend to be greater than the others.

INTEREST AND FINANCE COSTS

Interest and financing costs are primarily related to (a) the project loan and credit facilities used to fund the construction of the Camino Rojo Oxide Mine, and (b) the obligations arising from our acquisition of the Layback Area from Fresnillo.

We repaid the Fresnillo obligations in Q4 2023, and have made significant principal payments against our credit facilities in Q3 and Q4 of 2023. Consequently, interest and finance costs have trended lower over the past few quarters.

FOREIGN EXCHANGE

We funded the construction of the Camino Rojo Oxide Mine by funding US-dollar-denominated loans from the Canadian parent company to our Mexican operating subsidiary. The intercompany loan balance at the end of Q1 2024 was approximately US$121 million, and since the Canadian parent is Canadian-dollar functional, this leads to foreign exchange gains or losses arising from changes in the USD-CAD exchange rate. Our Mexican operating subsidiary is US-dollar functional; consequently, no offsetting foreign exchange was recorded. This has been the single largest contributor to volatility in our foreign exchange.

TAX EXPENSE

We accrue income taxes and record deferred taxes each quarter. In Q2 2023, we commenced making mandatory monthly instalment payments in respect of our Mexican tax liabilities. In common with all other mining companies operating in Mexico, the Company is subject to a 7.5% Special Mining Duty (“SMD”) on earnings from mining operations, in addition to corporate income tax.

IMPAIRMENT EXPENSE

During Q4 2023, we recorded an impairment charge against our investment in the Cerro Quema Project in Panama.

Page 16

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

VII.**** THREEMONTHS ENDED MARCH 31, 2024

The following commentaries are based on accompanying (i) unaudited condensed interim consolidated financial statements for the three months ended March 31, 2024, and (ii) audited consolidated financial statements for the year ended December 31, 2023, each of which were prepared in accordance with IFRS.

BALANCE SHEET

Comparison of balance sheets at March 31, 2024 to December 31, 2023.

****	Mar 31, 2024		Dec 31, 2023		Commentary
Cash	$	118,067	$	96,632	Significant inflows are from operating<br> earnings and non-cash working capital, partly offset by tax payments, purchases of PP&E and capitalized exploration and payment<br> of interest on our revolving facility.
Other current assets		48,231		48,543	Primarily due to collection of Mexican value<br> added taxes recoverable.
Property, plant and equipment		211,724		211,719
Exploration and evaluation<br> properties		170,000		170,000
Other long term assets		9,102		8,884
Current liabilities		29,299		28,658	Decrease is driven substantially by the payment<br> during Q1 2024 of income taxes which had been accrued at the 2023 year end, partly offset by the increase in routine accrued expenses<br> due to timing of payments.
Long term debt		88,350		88,350
Other long term liabilities		21,283		18,229

Page 17

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

INCOME FOR THE QUARTER

COMPARISON TO LAST QUARTER (Q1 2024 VS Q4 2023)

The number of gold ounces produced was higher in Q1 2024 than in Q4 2023 primarily due to higher daily stacked throughput rate, higher stacked ore gold grade, and greater recoveries.

The average realized price was higher in Q1 2024 than in Q4 2023 ($2,059 vs $1,974). Revenues were higher in Q1 2024 than in Q4 2023 due to more ounces being sold, and at a higher price.

The cost of sales for Q1 2024 was generally consistent compared to Q4 2023 based on the number of gold ounces sold.

General and administrative expenses for Q1 2024 was generally consistent compared to Q4 2023.

Our exploration activities were lower in Q1 2024 than in Q4 2023 mainly due to a seasonal decrease in drilling activities at Nevada.

Interest expense was slightly lower in Q1 2024 than Q4 2023 primarily due to principal repayments made during Q4 2023 resulting to lower debt and associated interest.

COMPARISON TO SAME QUARTER LAST YEAR (Q1 2024 VS Q1 2023)

The higher revenues in Q1 2024 vs Q1 2023 were driven by increased ounces sold at a higher price ($2,059 vs $1,888).

The increase in general and administrative expenses was driven primarily by staffing increases over the prior year as a result of increased activity of the Company and costs associated with stricter internal control reporting requirements.

The decrease in exploration and evaluation expenses over Q1 2023 was primarily due to significantly decreased activities at the Cerro Quema project.

Interest income is higher in Q1 2024 due to higher interest rates and higher average cash balances on hand. Interest expense was lower in Q1 2024 primarily due to principal repayments made during 2023.

Page 18

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

CASH FLOWS

Comparison of three months ended March 31, 2024 to three months ended March 31, 2023.

****	Three months ended March 31					****
****	2024		****	2023		****	Commentary
Cash flow from (used in)<br> operating activities	$	32,406		$	(4,922	)	The increase is driven substantially<br> by the increase in earnings from mining operations, and lower income tax payments during Q1 2024 resulting from mandatory monthly<br> instalment payments which commenced after Q1 2023.
Cash flow from investing activities		(8,480	)		(592	)	The current quarter includes $4.6 million in plant and equipment<br> and $3.9 million of expenditures on mineral properties.
Cash flow from financing activities		(1,947	)		(7,038	)	The current quarter includes payment of $1.9 million of interest<br> on our credit facilities offset partly by proceeds from the exercise of options. The comparative quarter had significantly higher<br> loan principal repayments and interest payments.

Page 19

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**VIII.**LIQUIDITY

During the three months ended March 31, 2024, the Company generated revenues of $67.3 million.

At March 31, 2024 and at the date of this MD&A, the Company had a Revolving Facility (as defined below) loan balance outstanding of $88.4 million with a maturity date of August 27, 2027.

Subsequent to the quarter end, the Company made a $10.0 million principal repayment of the Revolving Facility.

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.

MEXICAN VALUE ADDED TAXES RECOVERABLE (“VAT”)

Our Mexican entities pay value added taxes on certain goods and services we purchase in country. Value added taxes paid in Mexico are fully recoverable. VAT recovery returns in Mexico are subject to complex filing requirements and detailed audit or review by the fiscal authorities. Consequently, the amount and timing of refunds is uncertain.

A summary of the claims outstanding at March 31, 2024 for Mexican VAT paid each year (table expressed in $ 000’s):

Arising in the year	Mexican VAT paid on acquisition of Camino Rojo		Mexican VAT paid on acquisition of Layback Area		Construction and operations		Total
2017 ^(1)^	$	4,290	$	—	$	—	$	4,290
2018		—		—		106		106
2019		—		—		142		142
2020		—		—		82		82
2021		—		836		128		964
2022		—		—		309		309
2023		—		—		2,757		2,757
2024		—		—		2,769		2,769
Total<br> Mexican VAT recoverable	$	4,290	$	836	$	6,293	$	11,419

Notes:

1.	Subsequent<br> to the quarter end, the Company received a Mexican VAT refund of $8.3 million in respect<br> of the VAT paid in 2017 upon the acquisition of Camino Rojo. The amount received includes<br> interest and inflation on the original submitted amount.

Page 20

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

CONTRACTUAL OBLIGATIONS

****	Payments due by period
Contractual obligations As at March 31, 2024 (thousands of US dollars)	Total		12 months or less		13 months to 36 months		37 months to 60 months		After 60 months
Purchase commitments	$	7,209	$	7,209	$	—	$	—	$	—
Trade payables		8,827		8,827		—		—		—
Accrued liabilities		14,544		14,544		—		—		—
Lease commitments		2,867		263		672		1,932		—
Revolving Facility and related interest		112,639		1,777		5,350		105,512		—
Total contractual obligations	$	146,086	$	32,620	$	6,022	$	107,444	$	—

**IX.**INTERNALCONTROL OVER FINANCIAL REPORTING

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is accumulated and communicated to management, including the CEO and CFO, as appropriate, to permit timely decisions regarding required disclosure.

Management, including the CEO and CFO, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected.

These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management, including the CEO and CFO, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the United States Securities and Exchange Commission and the Canadian Securities Administrators, as at December 31, 2023. Based on this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as at December 31, 2023, and at March 31, 2024 as a result of the material weaknesses described below.

Page 21

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal controls over financial reporting, as this term is defined in National Instrument 52-109 Certificationof Disclosure in Issuers’ Annual and Interim Filings in Canada and Rules 13a-15(f) and 15d-15(f) of the Exchange Act in the United States. The Company’s ICFR are designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with IFRS.

An evaluation of the Company’s internal controls over financial reporting at December 31, 2023 was conducted based on the COSO Framework (2013). This evaluation identified material weaknesses in both the design and operational effectiveness of internal controls over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

Specifically, we determined that management’s review controls at our Mexican operating subsidiary were not designed or operating effectively as at December 31, 2023. Specifically, there was insufficient (i) documentation to evidence the performance of multiple key controls, (ii) operation of management review controls at a level of precision necessary to identity all potentially material errors, and (iii) verification of the completeness and accuracy of the data used in the performance of controls. The foregoing also impacted the information used in executing the Company’s corporate oversight controls, causing some of them to operate ineffectively as at December 31, 2023. The Company considered this a material weakness in its ICFR.

It was also determined during management’s assessment that certain information technology general controls (“ITGCs”) were not designed or operating effectively as at December 31, 2023, in the areas of user access and change management over an IT system that supports the Company’s financial reporting process. This resulted in inadequate segregation of duties for its IT application controls. The automated and manual business process controls that are dependent on the affected ITGCs were also deemed to not be operating effectively as at December 31, 2023, because they had been impacted by the foregoing. The Company considered this a material weakness in its ICFR.

These material weaknesses were previously identified and disclosed in our 2023 annual filing. They impacted all of the significant classes of transactions of the Company. To remediate these material weaknesses, the Company has begun instituting more detailed reviews and validation procedures for data used in financial reporting, with an emphasis on maintaining comprehensive documentation of these reviews. We are conducting training sessions for mine personnel to underscore the importance of executing and evidencing their reviews to support the integrity of reported financial information. We have imposed additional restrictions on privileged access to our IT system, and we are adding and improving controls to enforce segregation of duties within our IT system. The Company is implementing additional change management systems, such as more extensive testing and formalized IT change authorizations. We are also implementing more controls to monitor, on an ongoing basis, changes and access to our IT system.

These improvements are targeted for completion during the 2024 fiscal year.

There have been no other changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Page 22

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**X.**CAPITALRESOURCES

DEBT

CREDIT FACILITY

In April 2022, the Company entered into a credit facility consisting of a $100 million term facility and a $50 million revolving facility through a syndicate of lenders. In August 2023, the Credit Facility was extinguished in its entirety and the amounts due thereunder were transferred to a new $150 million revolving facility (the “Revolving Facility”).

REVOLVING FACILITY

The $150 million Revolving Facility matures on August 27, 2027, of which the Company has drawn $88 million. Subsequent to the reporting period, the Company made a $10 million principal repayment, reducing the outstanding balance to $78 million as of the date of this MD&A.

The Revolving Facility can be increased to $200 million, subject to receipt of additional binding commitments and satisfaction of certain conditions precedent. The facility has a four-year term, with full repayment due upon maturity. The applicable interest rate for the Revolving Facility is based on the term Secured Overnight Financing Rate (“SOFR”), plus an applicable margin based on the Company’s leverage ratio at the end of each fiscal quarter. The undrawn portion of the Revolving Facility is subject to a standby fee. Interest is payable at the end of each interest period, or at least every three months. The Company may prepay all or any portion of the amounts owed under the Revolving Facility without penalty.

Refer to section VIII- LIQUIDITY above for current outstanding amounts in respect of the Revolving Facility, and the notes in the accompanying audited consolidated financial statements for details on payments and accruals during the year.

EQUITY

The Company filed a base shelf prospectus on April 13, 2023, which is valid for 25 months.

As of the date of this MD&A, there are 28.0 million warrants outstanding which have an exercise price of C$3.00 which is less than the current market value of the underlying shares. There are another 50.0 million warrants outstanding which are exercisable at a ratio of 0.0063 Orla share for each warrant into a total of 315,000 Orla common shares. Those warrants have an exercise price of $0.05.

**XI.**RELATEDPARTY TRANSACTIONS

The Company’s related parties include “key management personnel”, whom we define as the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Sustainability Officer, the Senior Vice President Exploration, and members of the Board of Directors of the Company.

Other than compensation in the form of salaries or directors’ fees, and share based payments (options, RSUs, DSUs, PSUs, and bonus shares), there were no other material transactions with this group of individuals.

Page 23

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

Compensation to key management personnel was as follows:

****	Q1 2024		Q1 2023
Salaries and short term incentive plans	$	1,846	$	2,284
Directors’ fees		151		83
Share based payments		1,032		923
	$	3,029	$	3,290

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.

**XII.**OFF-BALANCESHEET ARRANGEMENTS

We have no off-balance sheet arrangements requiring disclosure under this section.

**XIII.**CRITICALACCOUNTING ESTIMATES

In preparing the accompanying unaudited 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.

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 audited consolidated financial statements include:

MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

Mineral resource and mineral reserve estimates are estimates of the quantity of ore that can be economically extracted from the Company’s mining properties. Such estimates impact the financial statements in the following ways:

·	Mineral<br> resource and mineral reserve estimates are key factors considered in determining whether<br> technical feasibility and commercial viability of extracting a mineral resource are demonstrable<br> which influences the classification of expenditure,
·	The<br> carrying value of assets may be affected due to changes in estimated mineral reserves and<br> resources if the change is considered an indicator of impairment,
---	---
·	Depreciation<br> of producing mineral properties is affected by changes in reserve estimates,
---	---
·	Site<br> closure provisions may change where reserve estimate changes affect expectations about when<br> such activities will occur and the associated cost of these activities.
---	---

The mineral resource and mineral reserve estimates are based on information compiled by qualified persons within the meaning of NI 43-101. Such information includes geological and technical data on the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires complex geological judgements to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs, along with geological assumptions and judgements made in estimating the size and grade of the ore body.

Page 24

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

As the economic assumptions used may change and as additional geological information is produced during the operation of a mine, estimates of mineral resources and mineral reserves may change.

RECOVERABLE AMOUNT OF A MINING ASSET

Determining whether the recoverable amount of a mining asset is based on its fair value less costs of disposal or its value in use involves judgment. This includes assessing whether market transactions for similar assets are available and whether these transactions can be considered as basis for fair value, or whether the value in use calculation, which involves estimating future cash flows, is more appropriate.

Included with this are judgements about external factors, including changes in the legal, environmental, and political context in which the mine or potential mine operates.

In valuing land, estimates include per-hectare valuation rates based on permitted use, market conditions, topography, and other factors.

VALUATION OF METAL-IN-PROCESS INVENTORY

The measurement of inventory, including the determination of its net realizable value (“NRV”), especially as it relates to metal production inventory involves the use of estimates.

NRV is calculated as the estimated price at the time of sale based on prevailing metal prices, less estimated future production costs to convert the inventory into saleable form and associated selling costs, discounted where applicable. In determining the value of metal on the leach pads, we make estimates of rock densities, tonnages, grades, and the recoverability of ore stacked on leach pads to estimate its value. Changes in these estimates can result in a change in carrying amounts of inventory, which could result in charges to cost of sales. The determination of forecast sales prices, recovery rates, grade, assumed contained metal in stockpiles, work-in-process and leach pad inventory and production and selling costs all requires significant assumptions that impact the carrying value of production inventories.

ASSET RETIREMENT AND SITE CLOSURE OBLIGATIONS

We make estimates and assumptions in determining the provisions for asset retirement and site closure. The estimates and assumptions include determining the amount and timing of future cash flows, inflation rates, and discount rates. The ultimate rehabilitation costs are uncertain, and cost estimates can vary in response to many factors, including judgements of the extent of rehabilitation activities, technological changes, and regulatory changes.

Consequently, there could be significant adjustments to the site closure provision recorded, which would affect future financial position, results of operations, and changes in financial position. The provision is management’s best estimate of the present value of the future asset retirement and site closure obligation. Actual future expenditures may differ from the amounts currently provided.

FAIR VALUE MEASUREMENT

Management uses valuation techniques in measuring the fair value of mineral properties acquired, share options granted and restricted share units, deferred share units, and bonus shares awarded.

Page 25

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

We determine the fair value of share-based payments awarded using the Black Scholes option pricing model which requires us to make certain estimates, judgements, and assumptions in relation to the expected life of the share options, expected volatility, expected risk-free rate, and expected forfeiture rate.

Changes to these assumptions could have a material impact on the recorded value of mineral properties acquired during the period and share-based compensation expense recognized in the Company’s financial statements.

ASSESSMENT OF IMPAIRMENT INDICATORS

We apply judgement in assessing whether indicators of impairment exist for our exploration and evaluation (“E&E”) properties and for our mineral properties which could result in a test for impairment.

For our E&E properties, we consider internal and external factors, such as our rights to explore, planned expenditures on E&E activities, the changes in mineral resources and mineral reserves, the potential for viable operations, significant decline in the market value of the Company, changes in metal prices and costs and changes in interest rates to determine whether there are any indicators of impairment or reversal of a previous impairment.

For our mineral properties, we consider external factors such as changes in technology, the market, the economy, or the legal environment, interest rates, and the market capitalization of the Company compared to the book value of the asset. We also consider internal factors such as economic performance of the asset, idle properties and plans to discontinue operations, useful life of the property, our ability to repatriate or use profits from the property, restrictions on access, environmental restrictions, and political instability.

We consider other factors such as typical practice in foreign jurisdictions related permit renewals, our continued ability to operate as usual while awaiting renewals, our continued performance under regulatory requirements, and the ongoing acceptance by authorities of our annual fees.

INCOME TAXES AND VALUE ADDED TAXES

Our operations involve dealing with uncertainties and judgements in the application of complex tax regulations in multiple jurisdictions.

We recognize potential tax liabilities for uncertain tax positions and matters identified based on our judgement of whether, and the extent to which, additional taxes will be due. We adjust these liabilities after considering changing facts and circumstances. However, due to the complexity of some of these uncertainties, the ultimate outcome may result in a payment that is materially different from our estimate of the tax liabilities.

VAT receivables are generated on the purchase of supplies and services by our companies. The timing and collection of VAT receivables is uncertain as VAT refund procedures in certain jurisdictions require a significant amount of documentation and follow-up. We are exposed to liquidity risk, credit risk and currency risk with respect to our VAT recoverable balances if tax authorities are unwilling to make payments in a timely manner pursuant to our refund filings.

**XIV.**FINANCIALINSTRUMENTS

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 acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support our operations.

Page 26

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**XV.**OUTSTANDINGSHARE DATA

As of the date of this MD&A, the Company had the following equity securities outstanding:

·	318,259,449<br> common shares
·	27,953,200<br> warrants
---	---
·	5,530,172<br> stock options
---	---
·	500,000<br> bonus shares
---	---
·	847,316 restricted<br> share units
---	---
·	894,903<br> deferred share units
---	---
·	50,000,000<br> warrants of Contact, exercisable for 315,000 common shares
---	---

Further details about these potentially issuable securities are provided in the notes to the accompanying unaudited condensed interim consolidated financial statements for the three months ended March 31, 2024 and in the audited consolidated financial statements as at and for the year ended December 31, 2023.

Page 27

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**XVI.**CAUTIONARYNOTES

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 or under the prior standards of Industry Guide 7. 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: planned development and mining activities and expenditures, including estimated rates of production, AISC, production plans; proposed exploration plans and expected results 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 and construction at South Railroad; the timing of mineral resource updates; terms of and ability to reach a subsequent agreement with Fresnillo to access the sulphide mineral resource at the Camino Rojo Project and obtaining regulatory approvals related thereto; the Company’s strategy in Panama and arbitration filings under the FTA; the Company’s ability to remediate material weaknesses in its internal controls over financial reporting; and the Company’s objectives and strategies. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved (or the negative of any of these terms and similar expressions)) are not statements of fact and may be forward-looking statements.

Page 28

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> 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 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; that all conditions of the Company’s Revolving 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; the obtaining of a subsequent agreement with Fresnillo to access the sulphide mineral resource at the Camino Rojo Project and develop the entire Camino Rojo Project mineral resources estimate; that political and legal developments will be consistent with current expectations; the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction, and operation of projects; the timing of cash flows; the costs of operating and exploration expenditures; the Company’s ability to operate in a safe, efficient, and effective manner; the Company’s ability to obtain financing as and when required and on reasonable terms; the impact of coronavirus (“COVID-19”) on the Company’s operations; 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.

Page 29

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

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; the Company’s dependence on the Camino Rojo Oxide Mine; risks related to the Company’s indebtedness; risks related to exploration, development, and operation activities; foreign country and political risks, including risks relating to foreign operations; risks related to the Cerro Quema Project; delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; environmental and other regulatory requirements; delays in or failures to enter into a subsequent agreement with Fresnillo with respect to accessing certain additional portions of the mineral resource at the Camino Rojo Project and to obtain the necessary regulatory approvals related thereto; the mineral resource estimations for the Camino Rojo Project being only estimates and relying on certain assumptions; 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, including the COVID-19 pandemic; 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; 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 the Sarbanes–Oxley Act of 2002; enforcement of civil liabilities; the Company’s status as a passive foreign investment company for U.S. federal income tax purposes; information and cyber security; the Company’s significant shareholders; gold industry concentration; shareholder activism; and other risks associated with executing the Company’s objectives and strategies.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risk Factors” below, and in the section entitled “Risk Factors” in the Annual Information Form, for additional risk factors that could cause results to differ materially from forward-looking statements.

Investors are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date of this MD&A only and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the Company’s filings with Canadian securities regulatory agencies, which can be viewed online under the Company’s profile on SEDAR+ at www.sedarplus.ca and the Company’s documents filed with, or furnished to, the SEC, which are available through EDGAR at www.sec.gov.

Page 30

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

**XVII.**RISKSAND UNCERTAINTIES

For more extensivediscussion on risks and uncertainties, refer to the Annual Information Form for additional information regarding these risks andother risks and uncertainties in respect of the Company's business and share price.

The risks describedbelow are not the only risks and uncertainties that the Company faces. Although the Company has done its best to identify the risks toits business, there is no assurance that it has captured every material or potentially material risk and the risks identified below maybecome more material to the Company in the future or could diminish in importance. Additional existing risks and uncertainties not presentlyidentified by the Company, risks that the Company currently does not consider to be material, and risks arising in the future could causeactual events to differ materially from those described in the Company's forward-looking information, which could materially affect theCompany's business, results of operations, financial condition, and Company’s share price.

ESTIMATES OF MINERAL RESOURCES AND MINERAL RESERVES AND PRODUCTION RISKS

The figures for mineral reserves and mineral resources contained in the Company’s public disclosure record are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized, or that mineral reserves or mineral resources will be mined or processed profitably. The Company cannot give any assurance that such estimates will be achieved. Failure to achieve such estimates could have an adverse impact on the Company’s future cash flows, profitability, results of operations, and financial condition.

Until a deposit is actually mined and processed, the quantity of metal and grades must be considered as estimates only. Actual mineral reserves or mineral resources may not conform to geological, metallurgical, or other expectations, and the volume and grade of ore recovered may differ from estimated levels. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. It is inherently impossible to have full knowledge of particular geological structures, faults, voids, intrusions, natural variations in and within rock types and other occurrences. Failure to identify such occurrences in the Company’s assessment of mineral reserves and mineral resources may have a material adverse effect on the Company’s future cash flows, results of operations, and financial condition.

DEPENDENCE ON THE CAMINO ROJO OXIDE MINE

The Camino Rojo Oxide Mine accounts for all of the Company's current production and is expected to continue to account for all of its production in the near term. Any adverse condition affecting mining, processing conditions, expansion plans, or ongoing permitting at the Camino Rojo Oxide Mine could have a material adverse effect on the Company's financial performance and results of operations. Even though the Company has established mining operations and estimates of future production, various factors, including costs, actual mineralization, consistency and reliability of ore grades, processing rates, and commodity prices can affect cash flow and profitability, and there can be no assurance that current or future estimates of these factors will reflect actual results and performance. The cost and availability of suitable machinery, supplies, mining equipment, and skilled labour, the existence of competent operational management and prudent financial administration, as well as the availability and reliability of appropriately skilled and experienced consultants, can also affect successful project operations. The activities of the Company at the Camino Rojo Oxide Mine may also be subject to prolonged disruption from a variety of risks normally encountered in production of precious metals as further described under “Mining Industry” below. The failure of the Company to achieve its production estimates could have a material and adverse effect on future cash flows, profitability, results of operations, and financial condition.

Page 31

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

INDEBTEDNESS

As of the date of this MD&A, Orla had indebtedness under its Revolving Facility as discussed above in section VIII – LIQUIDITY. As a result, the Company is required to use a portion of its cash flow to service principal and interest on its debt, which will limit the cash flow available for other business opportunities. The Company’s ability to make scheduled payments of the principal of, to pay interest on, or to refinance indebtedness depends on its future performance, which is subject to 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. If the Company is unable to generate such cash flow, 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 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 Revolving Facility also 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 the Revolving Facility and would allow the lenders to accelerate the debt, 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, 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.

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.

Page 32

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

FOREIGN COUNTRY AND POLITICAL RISK

The Company’s principal mineral properties are located in Mexico, the United States, and Panama. 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.

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.

Although the Company believes that its exploration and production activities are currently carried out in accordance with all applicable rules and regulations, new rules and regulations may be enacted, and existing rules and regulations may be applied in a manner that could limit or curtail production or development of the Company’s properties. 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, such as COVID-19. 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.

Page 33

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

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. Although the Company’s exploration, development, and mining activities are currently carried out in accordance with all applicable rules and regulations governing operations and exploration activities, no assurance can be given that new rules and regulations, amendments to current laws and regulations or more stringent implementation thereof could have a substantial adverse impact on the Company’s activities.

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 future changes in environmental regulations, laws, and permits, if any, 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.

THE CAMINO ROJO MINERAL RESOURCE ESTIMATE ASSUMES THAT THE COMPANY CAN ACCESS MINERAL TITLES AND LANDS THAT ARE NOT CONTROLLED BY THE COMPANY

All of the mineralization comprised in the Company’s mineral resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by Orla. However, the mineral resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto lands where mineral title is held by Fresnillo and that waste would be mined on Fresnillo’s mineral titles. On December 21, 2020, Orla announced that it had completed the Layback Agreement. The Layback Agreement allows Orla to expand the Camino Rojo Oxide Mine pit onto part of Fresnillo’s mineral concession located immediately north of Orla’s property. This expansion will increase oxide ore available for extraction on Orla’s property below the pit outlined in Orla’s previous, 2019 technical report on the project.

Page 34

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

However, the Layback Agreement is only with respect to the portion of the heap leach material included in the current mineral reserve. As such, any potential development of the Camino Rojo Project that includes an open pit encompassing the entire mineral resource estimate would be dependent on an additional agreement with Fresnillo (or any potential subsequent owner of the mineral titles). It is estimated that approximately two-thirds of the mill resource estimate and one-quarter of the leach resource estimate comprising the mineral resource estimate are dependent on this additional agreement being entered into with Fresnillo. The leach mineral resource dependent on the additional agreement is mainly comprised of less oxidized transitional material with the lowest predicted heap-leach recoveries.

Delays in, or failure to obtain, an additional agreement with Fresnillo would affect the development of a significant portion of the mineral resources of the Camino Rojo Project that are not included in the 2021 Camino Rojo Report mine plan, in particular by limiting access to significant mineralized material at depth. There can be no assurance that the Company will be able to negotiate such additional agreement on terms that are satisfactory to the Company and Fresnillo or that there will not be delays in obtaining the necessary additional agreement. Should such a subsequent agreement with Fresnillo not be obtained on favourable terms, the economics of any potential mine development using the full mineral resource estimate would be significantly negatively impacted.

MINERAL RESOURCE ESTIMATIONS FOR CAMINO ROJO ARE ONLY ESTIMATES AND RELY ON CERTAIN ASSUMPTIONS

The estimation of mineral resources relies on the judgment of the independent Qualified Person preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, analysis of drilling results, and industry practices. Valid estimates made at a given time may significantly change when new information becomes available.

In particular, the estimation of mineral resources for the Camino Rojo Project has assumed that there is a reasonable prospect for reaching an additional agreement with Fresnillo with respect to the mill resource included in the mineral resource estimate. While the Company believes that the mineral resource estimates for the Camino Rojo Project are well established and reflect best estimates, by their nature resource estimates are imprecise and depend on inferences that may ultimately prove to be inaccurate, including the assumption that an additional agreement with Fresnillo will be reached.

Although all mineralization included in the Company’s mineral resource estimate for the Camino Rojo Project are located on mineral concessions controlled by the Company, failure to reach an additional agreement with Fresnillo would result in a significant reduction of the mineral resource estimate by limiting access to mineral resources below the current mineral reserves. Any material changes in mineral resource estimates may have a material adverse effect on the Company.

SURFACE RIGHTS

There are four ejido communities in the vicinity of the main area of drilling at the Camino Rojo Project and other ejido lands cover most of the rest of the property. The lands that are used by the Company for the open pit mine and heap leach facility are subject to an expropriation agreement between the Company and the Ejido San Tiburcio. Currently, the Company has the legal possession of such lands until 2043. For exploration activities, the Company enters into temporary occupation agreements with the ejido communities, which allow the Company to use the surface of the lands for its mining activities for a set period of time. In Mexico, mining rights that are covered under a concession do not include direct ownership or possession rights over the surface, or surface access, and at any particular time the Company may be involved in negotiations with various ejido communities to enter into new temporary occupation agreements or other surface access agreements or amend existing agreements. Failure to reach new agreements or disputes regarding existing agreements may cause, blockades, suspension of operations, delays to projects, and, on occasion, may lead to legal disputes. Any such failure to reach new agreements or disputes regarding existing agreements may have a material adverse effect on the Company’s business.

Access to the Company’s South Railroad Project and certain mineral properties at the project are or will be governed by surface use agreements or other forms of access rights or agreements such as easements and rights-of-way. Failure to meet or otherwise satisfy required contractual obligations and make payments with respect to such agreements and rights or to otherwise obtain such agreements or rights may result in loss of access to the project or to certain mineral properties.

Page 35

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

TITLE MATTERS

The acquisition of title to mineral tenures in Mexico and the United States is a detailed and time-consuming process. Although the Company has diligently investigated title to all mineral tenures and, to the best of its knowledge, title to all of its properties is in good standing, this should not be construed as a guarantee of title. The Company 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.

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.

UNKNOWN LIABILITIES IN CONNECTION WITH ACQUISITIONS

The Company has assumed certain liabilities and risks as part of its acquisitions. While the Company conducted thorough due diligence in connection with such acquisitions, there may be liabilities or risks that the Company failed, or was unable, to discover in the course of performing the due diligence investigations 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.

UNINSURED RISKS

The Company carries insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured against include environmental pollution or other hazards against which such corporations cannot insure or against which they may elect not to insure.

ACQUISITIONS AND INTEGRATION

From time to time, the Company examines opportunities to acquire additional mining assets and businesses. Any acquisition that the Company may choose to complete may be of a significant size, may change the scale of the Company’s business and operations, and may expose the Company to new geographic, political, operating, financial, and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of the Company.

Page 36

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31,<br>2024	United<br> States dollars unless otherwise stated

LITIGATION RISK

All industries, including the mining industry, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation and dispute resolution process, the litigation process could take away from management time and efforts and the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s financial position, results of operations, or the Company’s property development or operations.

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 OfficialsAct, the US Foreign Corrupt Practices Act, and similar laws in any country in which the Company conducts business. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents.

The Company’s Camino Rojo Project is located in Mexico and the Cerro Quema Project is located in Panama, both of which countries which are perceived as having fairly high levels of corruption. Orla cannot predict the nature, scope, or effect of future anti-corruption regulatory requirements to which the Company’s operations might be subject or the manner in which existing laws might be administered or interpreted.

Failure to comply with the applicable legislation and other similar foreign laws could expose the Company and/or its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses, and reputational damage, all of which could materially and adversely affect the Company’s business, financial condition, and results of operations. Likewise, any investigation of any potential violations of the applicable anti-corruption legislation by Canadian, American, or foreign authorities could also have an adverse impact on the Company’s business, financial condition, and results of operations.

As a consequence of these legal and regulatory requirements, the Company has instituted policies with regard to anti-corruption and anti-bribery, as well as business ethics, which have been designed to ensure that Orla and its employees comply with applicable anti-corruption laws and regulations. However, there can be no assurance or guarantee that such efforts have been and will be completely effective in ensuring the Company’s compliance, and the compliance of its employees, consultants, contractors, and other agents, with all applicable anti-corruption laws and regulations.

Page 37

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 March 31, 2024.
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 January 1, 2024, and ended on March 31, 2024, that has materially affected, or is reasonably<br>likely to materially affect, the issuer’s ICFR.
---	---
Date:	May 14, 2024
---	---

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 March 31, 2024.
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 January 1, 2024, and ended on March 31, 2024, that has materially affected, or is reasonably<br>likely to materially affect, the issuer’s ICFR.
---	---
Date:	May 14, 2024
---	---

Etienne Morin

Chief Financial Officer