VANCOUVER, BC, Dec. 20,
2024 /CNW/ - Orla Mining Ltd. (TSX: OLA)
(NYSE: ORLA) ("Orla" or the "Company") is pleased to announce that
it has filed a management information circular and related
materials (the "Meeting Materials") for its special meeting of
shareholders of the Company ("Shareholders") to be held on
January 21, 2025 (the "Meeting") in
connection with the proposed acquisition of the Musselwhite Mine
from Newmont Corporation ("Newmont") announced on November 18, 2024 (the "Transaction").
Along with the Meeting Materials, the Company has also filed an
independent technical report on the Musselwhite Mine (the
"Technical Report"), prepared in accordance with National
Instrument 43-101 – Standards of Disclosure for Mineral
Projects.
Access to Materials
The Meeting Materials and Technical Report are available on
SEDAR+ and EDGAR under the Company's profile at
www.sedarplus.ca and www.sec.gov, respectively, as well as the
Company's website at
www.orlamining.com/investors/musselwhite-special-meeting.
The Meeting
The Meeting will be held at 8:00
a.m. (Vancouver time) on
January 21, 2025, at Suite 3500 –
1133 Melville Street, Vancouver, British
Columbia V6E 4E5.
Registered Shareholders and duly appointed proxyholders will
have an opportunity to attend, vote and ask questions during the
Meeting by following the instructions set out in the Meeting
Materials. Beneficial Shareholders may vote or appoint a proxy
using the voting instruction form provided to such holders.
Shareholders should closely review the Meeting Materials to ensure
that they are able to cast their vote at the Meeting.
Meeting Resolutions
At the Meeting, Shareholders will be asked approve ordinary
resolutions approving:
(i) the Transaction; and
(ii) a concurrent private placement of convertible notes and
common share purchase warrants to Pierre Lassonde and Fairfax
Financial Holdings Limited ("Fairfax"), both of whom are "insiders"
of the Company, the net proceeds of which will fund a portion of
the purchase price of the Transaction (the "Concurrent Private
Placement").
In accordance with Multinational Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") and sections 501(c) and 604(a)(ii)
of the TSX Company Manual, the votes attached to the common shares
of the Company (the "Shares") held by Newmont, Mr. Lassonde and
Fairfax will be excluded from voting on the Transaction and
Concurrent Private Placement.
Shareholder approval of both the Transaction and the Concurrent
Private Placement is a condition precedent to the completion of the
Transaction. Full details of the Transaction are included in the
Meeting Materials. Closing of the Transaction is expected to occur
in the first quarter of 2025, subject to satisfaction of the
conditions to closing.
Support Agreements
The Directors and Officers of the Company, along with certain
key shareholders, (collectively, the "Supporting Shareholders"),
have entered into voting support agreements with Orla and Newmont
and have agreed to vote in favour of the Transaction and the
Concurrent Private Placement.
While Mr. Lassonde, Fairfax and Newmont are in support of the
Transaction and the Concurrent Private Placement, the votes
attached to the Shares held by such Shareholders will be excluded
from voting under MI 61-101 and the TSX Company Manual. As such,
the Supporting Shareholders represent approximately 19% of the
Shares eligible to vote on the Transaction and the Concurrent
Private Placement.
Shareholder Questions and Voting Assistance
For any questions or assistance with voting, shareholders can
contact the Company's proxy solicitation agent, Laurel Hill
Advisory Group at 1-877-452-7184 (toll-free in North America), 1-416-304-0211 (calls outside
North America) or by email at
assistance@laurelhill.com.
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 two material gold
projects: (1) Camino Rojo, located in Zacatecas State, Mexico and (2) South Railroad, located in
Nevada, United States. Orla is operating the Camino
Rojo Oxide Gold Mine, a gold and silver open-pit and heap leach
mine. The property is 100% owned by Orla and covers over 139,000
hectares which contains a large oxide and sulphide mineral
resource. Orla is also developing the South Railroad Project, a
feasibility-stage, open pit, heap leach gold project located on the
Carlin trend in Nevada. Orla has also entered into a
definitive agreement with a subsidiary of Newmont Corporation to
acquire the Musselwhite Mine, located in Ontario, Canada. This transaction is subject
to certain conditions and is expected to close in the first quarter
of 2025. 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.
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 closing of the
Transaction, including receipt of all necessary shareholder and
regulatory approvals, and the timing thereof. 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: completion of the Transaction, including
receipt of required shareholder approvals, 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 with Fresnillo plc; that all conditions of the
Company's credit facility will be met; the timing and results of
drilling programs; mineral reserve and mineral resource estimates
and the assumptions on which they are based; the discovery of
mineral resources and mineral reserves on the Company's mineral
properties; 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; 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, its properties
or Musselwhite. 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: the failure to obtain shareholder
approvals in connection with the Transaction; 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; 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 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;
other 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 19, 2024, which are available on
www.sedarplus.ca 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.
SOURCE Orla Mining Ltd.