Orla Mining Ltd.

Orla Mining Ltd. is a mid-tier gold producer headquartered in Vancouver, Canada, operating primarily in Canada. The company's portfolio consists of 3 projects, comprising 2 operating mines and 1 development project, in addition to several early-stage exploration prospects. Key assets include Camino Rojo. The entity's business model is centered on acquiring, exploring, developing, and operating mineral properties where its expertise can enhance value. Operational execution involves conventional open-pit mining techniques, often utilizing contract mining services for drilling, blasting, and material movement. The organization's processing capabilities include multi-stage crushing circuits, heap leach pads with drip irrigation systems, and Merrill-Crowe recovery plants for producing doré. This integrated approach allows for the management of assets from early-stage exploration through to commercial production. The company maintains a focus on properties that align with its technical and operational strengths, aiming to optimize development timelines and processing efficiencies. This model supports a portfolio that balances producing assets with a pipeline of development and exploration opportunities, managed through a centralized technical services team. The operational framework is designed to be adaptable to various geological settings and deposit types, providing flexibility in asset evaluation and project execution.

The corporate strategy is predicated on value creation through a dual approach of disciplined acquisitions and organic growth. A primary objective is to expand the asset base by identifying and securing properties where the organization's technical and operational expertise can be leveraged to unlock significant stakeholder value. This is complemented by systematic exploration programs aimed at resource expansion and discovery on existing land packages. Capital allocation is managed through a flexible framework, evidenced by the use of a renewed base shelf prospectus to enable offerings of various securities, and the strategic deployment of credit facilities, convertible notes, and prepayment arrangements to fund major transactions. The enterprise actively pursues accretive acquisitions, as demonstrated by multiple transactions completed between 2022 and 2025. Long-term sustainability of the business is supported by a focus on advancing development-stage assets toward production, thereby creating a self-funding growth pipeline. This approach is designed to build a multi-asset company with a diversified production profile.

Executive leadership is headed by a President and Chief Executive Officer with over a decade of prior experience as a Chief Operating Officer at another publicly-traded mining company. The board of directors is composed of 10 members, including a non-executive chairman with previous CEO experience at a major producer. Board oversight is structured through 5 standing committees: Audit; Human Resources and Compensation; Environmental, Sustainability, Health & Safety; Corporate Governance & Nominating; and Technical. The Audit Committee consists of 3 independent and financially literate directors. The governance framework is guided by the Canada Business Corporations Act and internal policies such as a Code of Business Conduct and Ethics to manage potential conflicts of interest. The company is also subject to the internal control reporting requirements of the Sarbanes-Oxley Act. This structure ensures specialized oversight across key business functions, from financial reporting and risk management to technical execution and sustainability performance.

The organization's sustainability approach is formalized in its "Towards 2030 Sustainability Strategy," which establishes clear priorities and key performance indicators. Governance is managed by a dedicated Environmental, Sustainability, Health & Safety Committee of the board. In 2024, the company released its second annual Sustainability Report, highlighting performance metrics such as achieving a water intensity of 0.12 m³/t of processed ore with zero water discharge at a key operation. Social initiatives include formal agreements with local ejido communities that provide for land leasing payments, scholarships, and community infrastructure investments, managed by a full-time community relations team. The company has also implemented a Human Rights Policy and an Indigenous Peoples Policy, recognizing international standards such as the UN Declaration on the Rights of Indigenous Peoples. In 2023, the enterprise joined the UN Global Compact. Workplace safety performance for 2024 was marked by a lost time injury frequency rate of 2.59 across all sites.

The corporate structure has been actively shaped by strategic transactions. In 2022, the company completed a court-approved plan of arrangement to acquire Gold Standard Ventures Corp. This was followed in 2024 by another court-approved arrangement to acquire Contact Gold Corp. A definitive agreement was signed in November 2024 with Newmont to acquire the Musselwhite Mine, a transaction that closed in February 2025. This acquisition was funded in part by a private placement of $200 million in senior unsecured convertible notes with cornerstone shareholders including Fairfax Financial Holdings Limited and Pierre Lassonde. As of the filing date, significant shareholders include Fairfax Financial Holdings Limited (17.6%), Newmont (13.4%), Pierre Lassonde (10.0%), and Agnico Eagle (8.6%). The company maintains investor rights agreements with both Newmont and Agnico Eagle, which include rights for board representation and participation in future equity financings. An operational subsidiary, Minera Camino Rojo SA de CV, is responsible for managing key activities.