6-K
Orla Mining Ltd. (ORLA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
Report ofForeign Private Issuer
Pursuantto Rule 13****a-16 or 15d-16
UNDER theSecurities Exchange Act of 1934
For the month of July 2026
Commission File Number: 001-39766
ORLA MINING LTD.
(Translation of registrant's name into English)
Suite 2020 - 666 Burrard Street
Vancouver,BC
V6C 2X8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ORLA MINING LTD.. | ||
|---|---|---|
| Date: July 22, 2026 | /s/ Etienne Morin | |
| Name: Etienne Morin<br><br> <br>Title: Chief Financial Officer<br><br> <br><br> <br><br><br><br> <br><br><br> <br>**** |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated July 22, 2026 |
| 99.2 | Report of Voting Results |
Exhibit 99.1
| News Release | |
|---|
Orla Shareholders Overwhelmingly Approve Business Combination with Equinox Gold
VANCOUVER, BC, July 22, 2026 /CNW/ - Orla Mining Ltd. (TSX: OLA) (NYSE: ORLA) ("Orla" or the "Company") is pleased to announce that holders of Orla common shares (the "Shareholders") have overwhelmingly approved the previously announced business combination (the "Arrangement") with Equinox Gold Corp. (TSX: EQX, NYSE American: EQX) ("Equinox Gold") pursuant to a court-approved plan of arrangement, whereby Equinox Gold will, among other things, acquire all of the issued and outstanding common shares of Orla. The vote was passed at Orla's special meeting of Shareholders (the "Meeting") held earlier today.
The Arrangement was approved, by special resolution, by 99.91% of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. The report of voting results will be available under the Company's profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
"Orla has evolved from a single developmentasset to an intermediate producer with a portfolio of operating and development assets centred in North America. The combination withEquinox dramatically enhances our North American portfolio and propels us to a senior gold producer with industry leading growth potential.I would like to thank our shareholders for their continued support along this journey where we created tremendous benefits for all ourstakeholders. I would also like to thank each member of the Orla team for all they have accomplished in building this Company together.I am excited for what's to come next from this combination with Equinox Gold."
| • | Jason Simpson, President and Chief Executive<br>Officer of Orla |
|---|
As announced today by Equinox Gold, shareholders of Equinox Gold also voted to approve the Arrangement at the special meeting of shareholders of Equinox Gold held on July 22, 2026.
With the approval by the Shareholders, Orla will now seek a final order from the Supreme Court of British Columbia (the "Court") to approve the Arrangement at a hearing expected to be held on July 28, 2026. In addition to approval of the Court, completion of the Arrangement is subject to applicable regulatory approvals, including both Canadian (received) and Mexican competition authorization (received), the approval of each of the Toronto Stock Exchange (received) and the NYSE American (received) for (i) the Arrangement and (ii) for the listing and posting for trading of the Equinox Gold common shares to be issued in connection with the Arrangement and the satisfaction of certain other closing conditions customary for a transaction of this nature. If all conditions are satisfied or waived, the Arrangement is expected to close on or about July 31, 2026.
About Orla Mining Ltd.
Orla's corporate strategy is to acquire, develop, and operate mineral properties where the Company's expertise can substantially increase stakeholder value. The Company has three material projects, consisting of two operating mines and one development project, all 100% owned by the Company: (1) Camino Rojo, in Zacatecas State, Mexico, an operating gold and silver open-pit and heap leach mine and the potential underground Project. The property covers over 139,000 hectares which contains a large oxide and sulphide Mineral Resource; (2) Musselwhite Mine, in Northwestern Ontario, Canada, an underground gold mine that has been in operation for over 25 years and produced over 6 million ounces of gold, with a long history of resource growth and conversion; and (3) South Railroad (South Carlin Complex), in Nevada, United States, a feasibility-stage, open pit, heap leach gold project located on the Carlin trend. The technical reports for the Company's material projects are available on Orla's website at www.orlamining.com, and on SEDAR+ and EDGAR under the Company's profile at www.sedarplus.ca and www.sec.gov, respectively.
For further information, please contact:
Andrew Bradbury
Vice President, Investor Relations and Corporate Development
www.orlamining.com
Forward-looking Statements
This news release includes certain statements andinformation that constitute "forward-looking statements" and "forward-looking information" within the meaning of applicablesecurities legislation and may include future-oriented financial information (collectively "forward-looking statements"), includingstatements regarding the intent of the Company, or the beliefs or current expectations of the officers and directors of the Company forthe combined company. When used in this news release, words such as "will", "expect", "potential", "path","objective", "becoming", "subject to", "expected", "to be", "look forward","intends", "plans", "enter", "create", "enhance", "improve", and similar expressionsare intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "may","could", "would", "should", "occur" or "be achieved" or the negative connotation ofsuch terms. As well, forward-looking statements may relate to future outlook and anticipated events, such as the consummation and timingof the Arrangement; the application for a final order of the Court approving the Arrangement; the timing for closing of the Arrangement;the satisfaction of the conditions precedent to the Arrangement; the strengths, characteristics, value, portfolio and potential of thecombined company; the enhancement of the North American portfolio and growth potential of the combined company; and discussion of futureplans, projections, objectives, estimates and forecasts and the timing related thereto.
The forward-looking statements contained hereininclude certain material assumptions and estimates regarding the forward-looking statements that, if untrue, could cause actual results,performances or achievements of the Companies to be materially different, including without limitation, assumptions regarding future goldprices, future prices of inputs to the Companies operations, future exchange rates, the Companies' ability to carry on exploration, development,and mining activities as currently contemplated; the success of the new management team; the realization of synergies and premiums; thesatisfaction of all conditions to the completion of the Arrangement; Mineral Reserve and Mineral Resource estimates and the assumptionson which they are based; and that there will be no material adverse changes or disruptions affecting the Companies or its respective properties.
While Orla considers these assumptions to be reasonablebased on information currently available, they may prove to be incorrect. Although Orla believes that the expectations reflected in suchforward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements since the Company can giveno assurance that such expectations will prove to be correct. The Company cautions that forward-looking statements involve known and unknownrisks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or impliedby such forward-looking statements contained in this news release. Such factors include, without limitation: risks related to fluctuationsin gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services; fluctuations in currency markets;sanctions and/or tariffs against countries where the combined company will have assets; the potential for labour-related disruptions andunplanned delays or interruptions in scheduled construction, development and production, including by blockade; operational risks andhazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown,unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); the closing of the Arrangement; proposedchanges in management and the board of directors; inadequate insurance, or inability to obtain insurance to cover these risks and hazards;employee relations; relationships with, and claims by, local communities and indigenous populations; the combined company's ability toobtain all necessary permits, licenses and regulatory approvals in a timely manner or at all; changes in laws, regulations and governmentpractices, including environmental, export and import laws and regulations; capital, decommissioning and reclamation estimates; the potentialfor legal restrictions relating to mining including; expropriation; increased competition in the mining industry; and the ability of thecombined company to work productively with its Indigenous and community partners.
Additional factors are identified in Orla's andEquinox's other filings with securities regulators including, but not limited to, Orla's management information circular dated June 19,2026, Orla's MD&A dated March 19, 2026 for the year ended December 31, 2025, Orla's annual information form dated March 19, 2026 forthe year ended December 31, 2025, and Orla's MD&A dated May 8, 2026 for the three months ended March 31, 2026, all of which are availableon Orla's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Accordingly, readers are cautioned not toput undue reliance on the forward-looking statements or information contained in this news release.
Forward-looking statements are designed to helpreaders understand management's views as of that time with respect to future events and speak only as of the date they are made. Exceptas required by applicable law, Orla assumes no obligation to update or to publicly announce the results of any change to any forward-lookingstatement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptionsor changes in other factors affecting the forward-looking statements. If Orla updates any one or more forward-looking statements, no inferenceshould be drawn that it will make additional updates with respect to those or other forward-looking statements. All forward-looking statementscontained in this news release are expressly qualified in their entirety by this cautionary statement.
SOURCE Orla Mining Ltd.
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%CIK: 0001680056
CO: Orla Mining Ltd.
CNW 15:13e 22-JUL-26
EXHIBIT 99.2
July 22, 2026
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Government of Newfoundland and Labrador
Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island
Office of the Superintendent of Securities Northwest Territories
Office of the Yukon Superintendent of Securities
Nunavut Securities Office
Dear Sirs/Mesdames:
Re: Orla Mining Ltd. (the “Company”)
Report of Voting Results pursuant to Section 11.3 of NationalInstrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”)
Following the special meeting of shareholders of the Company held on July 22, 2026 (the “Meeting”), and in accordance with Section 11.3 of NI 51-102, the Company advises of the following voting results obtained at the Meeting:
The shareholders of the Company present in person or represented by proxy at the Meeting passed a special resolution (the “Arrangement Resolution”) to approve a plan of arrangement under Section 192 of the Canada Business Corporations Act (British Columbia) involving the Company and Equinox Gold Corp. pursuant to an arrangement agreement dated May 12, 2026 between the parties.
The shareholders of the Company present in person or represented by proxy and entitled to vote at the Meeting voted by way of ballot on the Arrangement Resolution as follows:
| # Votes For | % Votes For | # Votes Against | % Votes Against |
|---|---|---|---|
| 299,503,671 | 99.91% | 263,709 | 0.09% |
Yours sincerely,
Orla Mining Ltd.
Jason Simpson
President, Chief Executive Officer and Director