VANCOUVER, BC, Aug. 12,
2022 /CNW/ - Orla Mining Ltd. (TSX: OLA)
(NYSE: ORLA) ("Orla" or the "Company") and Gold Standard Ventures
Corp. ("Gold Standard" or "GSV") (TSX: GSV; NYSE: GSV) are pleased
to announce that Orla has completed the previously announced
acquisition of Gold Standard by way of court-approved plan of
arrangement (the "Transaction").
"The closing of this acquisition marks an important milestone in
Orla's journey in becoming a growth-oriented, low-cost, mid-tier
gold producer," said Jason Simpson,
President and Chief Executive Officer of Orla Mining. "We will seek
to generate shareholder value through effectively exploring,
building and operating our asset base, which now includes the South
Railroad project located on the prolific Carlin trend".
Under the terms of the Transaction, former Gold Standard
shareholders received, in exchange for each Gold Standard common
share (a "Gold Standard Share") held immediately prior to the
effective time of the Transaction, 0.1193 of a common share of Orla
and C$0.0001. As a result of the
completion of the Transaction, Orla acquired all of the issued and
outstanding Gold Standard Shares and Gold Standard became a
wholly-owned subsidiary of Orla.
The Gold Standard Shares will be delisted from the TSX and NYSE
American. An application has been made for Gold Standard to cease
to be a reporting issuer in all of the provinces and
territories of Canada. An
application will also be made for Gold Standard to terminate its
reporting obligations in the United
States.
Gold Standard's key asset is the 100%-owned South Railroad
Project ("South Railroad"), a feasibility-stage, open pit, heap
leach project located on the Carlin trend in Nevada. A Feasibility Study on South Railroad
was completed in February 2022 and
permitting activities are currently underway. As part of the
Transaction, Orla also acquired the Lewis Project ("Lewis"), a
large, strategically located, prospective land package on the
Battle Mountain trend in
Nevada. Orla has begun integrating
South Railroad into the Company's growth plans with key priorities
for South Railroad to include project permitting, review of project
schedule including critical path activities, and assessment of
current exploration supporting resource expansion.
This press release does not constitute an offer to sell
or the solicitation of an offer to buy any
securities.
About Orla Mining Ltd.
Orla is operating the Camino Rojo Oxide Gold Mine, a gold and
silver open-pit and heap leach mine, located in Zacatecas State,
Central Mexico. The property is
100% owned by Orla and covers over 160,000 hectares. The technical
report for the 2021 Feasibility Study on the Camino Rojo oxide gold
project entitled "Unconstrained Feasibility Study NI 43-101
Technical Report on the Camino Rojo Gold Project – Municipality of
Mazapil, Zacatecas, Mexico"
dated January 11, 2021, is available
on SEDAR and EDGAR under the Company's profile at
www.sedar.com and www.sec.gov, respectively. Orla also owns
100% of Cerro Quema located in Panama which includes a near-term gold
production scenario and various exploration targets. Cerro Quema is
a proposed open pit mine and gold heap leach operation. The
technical report for the Pre-Feasibility Study on the Cerro Quema
oxide gold project entitled "Project Pre-Feasibility
Updated NI 43-101 Technical Report on the Cerro Quema
Project, Province of Los Santos,
Panama" dated January 18, 2022, is available on SEDAR and EDGAR
under the Company's profile at www.sedar.com and www.sec.gov,
respectively. Orla also owns 100% of the South Railroad Project, a
feasibility-stage, open pit, heap leach project located on the
Carlin trend in Nevada. The technical report for the 2022
Feasibility Study entitled "South Railroad Project, Form
43-101F1 Technical Report Feasibility Study, Elko County, Nevada" dated March 23, 2022, is available on SEDAR and EDGAR
under the Gold Standard Venture's profile at www.sedar.com and
www.sec.gov, respectively. The technical reports are available on
Orla's website at www.orlamining.com.
Forward-looking Statements
This news release contains certain "forward-looking
information" and "forward-looking statements" within the meaning of
Canadian securities legislation and within the meaning of Section
27A of the United States Securities Act of 1933, as amended,
Section 21E of the United States Exchange Act of 1934, as amended,
the United States Private Securities Litigation Reform Act of 1995,
or in releases made by the United States Securities and Exchange
Commission, all as may be amended from time to time, including,
without limitation, statements regarding the delisting of
the Gold Standard Shares from the TSX and the NYSE American,
the making of an application for Gold Standard to terminate its
reporting obligations in the United
States and the Company's plans for South
Railroad. Forward-looking statements are statements
that are not historical facts which address events, results,
outcomes or developments that the Company expects to occur.
Forward-looking statements are based on the beliefs, estimates and
opinions of the Company's management on the date the statements are
made and they involve a number of risks and uncertainties.
Certain material assumptions regarding such forward-looking
statements were made, including without limitation, assumptions
regarding the price of gold, silver, and copper; the accuracy of
mineral resource and mineral reserve estimations; that there will
be no material adverse change affecting the Company or its
properties; that all required approvals will be obtained, including
concession renewals and permitting; that political and legal
developments will be consistent with current
expectations; that currency and exchange rates will be
consistent with current levels; and that there will be no
significant disruptions affecting the Company or its properties.
Consequently, there can be no assurances that such statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Forward-looking statements involve significant known and unknown
risks and uncertainties, which could cause actual results to differ
materially from those anticipated. These risks include, but are not
limited to: risks related to the Company's acquisition of Gold
Standard, uncertainty and variations in the estimation of mineral
resources and mineral reserves, including risks that the
interpreted drill results may not accurately represent the actual
continuity of geology or grade of the deposit, bulk density
measurements may not be representative, interpreted and modelled
metallurgical domains may not be representative, and metallurgical
recoveries may not be representative; the Company's reliance on
Camino Rojo and risks associated with its start-up phase; financing
risks and access to additional capital; risks related to natural
disasters, terrorist acts, health crises and other disruptions and
dislocations, including by the COVID-19 pandemic; risks related to
the Company's indebtedness; success of exploration, development,
and operation activities; foreign country and political risks,
including risks relating to foreign operations and expropriation or
nationalization of mining operations; concession risks; permitting
risks; environmental and other regulatory requirements; delays in
or failures to enter into a subsequent agreement with Fresnillo Plc
with respect to accessing certain additional portions of the
mineral resource at Camino Rojo and to obtain the necessary
regulatory approvals related thereto; the mineral resource
estimations for Camino Rojo being only estimates and relying on
certain assumptions; the Layback Agreement with Fresnillo Plc
remaining subject to the transfer of surface rights; delays in or
failure to get access from surface rights owners; risks related to
guidance estimates and uncertainties inherent in the preparation of
feasibility and pre-feasibility studies, including but not limited
to, assumptions underlying the production estimates not being
realized, changes to the cost of production, variations in quantity
of mineralized material, grade or recovery rates, geotechnical or
hydrogeological considerations during mining differing from what
has been assumed, failure of plant, equipment or processes, changes
to availability of power or the power rates, ability to maintain
social license, changes to exchange, interest or tax rates, cost of
labour, supplies, fuel and equipment rising, changes in project
parameters, delays, and costs inherent to consulting and
accommodating rights of local communities; uncertainty in estimates
of production, capital, and operating costs and potential
production and cost overruns; the fluctuating price of gold,
silver, and copper; global financial conditions; uninsured risks;
competition from other companies and individuals; uncertainties
related to title to mineral properties; 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; risks
related to the Company's history of negative operating cash flow;
litigation risks; intervention by non-governmental organizations;
outside contractor risks; risks related to historical data; unknown
labilities in connection with acquisitions; the Company's ability
to identify, complete, and successfully integrate acquisitions;
dividend risks; 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; gold industry concentration;
shareholder activism; risks associated with executing the Company's
objectives and strategies, as well as those risk factors discussed
in the Company's most recently filed management's discussion and
analysis, as well as its annual information form dated March 18, 2022, which are available on
www.sedar.com and www.sec.gov. Except as required by the securities
disclosure laws and regulations applicable to the Company, the
Company undertakes no obligation to update these forward-looking
statements if management's beliefs, estimates or opinions, or other
factors, should change.
Cautionary Note to U.S. Readers
This news release 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
herein and the documents incorporated by reference herein, as
applicable, are Canadian mineral disclosure terms as defined in
accordance with Canadian National Instrument 43-101 — Standards of
Disclosure for Mineral Projects ("NI 43-101") and the Canadian
Institute of Mining, Metallurgy and Petroleum (the "CIM") — CIM
Definition Standards on Mineral Resources and Mineral Reserves,
adopted by the CIM Council, as amended (the "CIM Definition
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 Exchange Act, which became effective February 25, 2019. 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 SEC Industry Guide 7. Issuers were required
to comply with the SEC Modernization Rules in their first fiscal
year beginning on or after January 1,
2021. As a foreign private issuer that is eligible to file
reports with the SEC pursuant to the multi-jurisdictional
disclosure system, the Corporation is not required to provide
disclosure on its mineral properties under the SEC Modernization
Rules and will continue to provide disclosure under NI 43-101 and
the CIM Definition Standards. Accordingly, mineral reserve and
mineral resource information contained or incorporated by reference
herein may not be comparable to similar information disclosed by
United States companies subject to
the United States federal
securities laws and the rules and regulations thereunder.
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 Definition Standards that are
required under NI 43-101. While the SEC will now recognize
"measured mineral resources", "indicated mineral resources" and
"inferred mineral resources", U.S. investors should not assume that
all or any part of the mineralization in these categories will be
converted into a higher category of mineral resources or into
mineral reserves without further work and analysis. Mineralization
described using these terms has a greater amount of uncertainty as
to its existence and feasibility than mineralization that has been
characterized as reserves. Accordingly, U.S. investors are
cautioned not to assume that all or any measured mineral resources,
indicated mineral resources, or inferred mineral resources that the
Company reports are or will be economically or legally mineable
without further work and analysis. Further, "inferred mineral
resources" have a greater amount of uncertainty and as to whether
they can be mined legally or economically. Therefore, U.S.
investors are also cautioned not to assume that all or any part of
inferred mineral resources will be upgraded to a higher category
without further work and analysis. Under Canadian securities laws,
estimates of "inferred mineral resources" may not form the basis of
feasibility or pre-feasibility studies, except in rare cases. While
the above terms are "substantially similar" to CIM Definitions,
there are differences in the definitions under the SEC
Modernization Rules and the CIM Definition Standards. Accordingly,
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 SEC Industry Guide 7.
SOURCE Orla Mining Ltd.