UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
Report of Foreign
Private Issuer
Pursuant to Rule
13a-16 or
15d-16
UNDER the Securities
Exchange Act of 1934
For the month of August 2022
Commission File Number: 001-39766

ORLA MINING LTD.
(Translation of registrant's name into English)
Suite 202, 595 Howe Street
Vancouver, British Columbia,
V6C 2T5, 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 ☒
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):
☐
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: August 12, 2022 |
|
/s/ Etienne
Morin |
|
Name: Etienne Morin
Title: Chief Financial Officer
|
|
|
EXHIBIT INDEX
Exhibit
99.1
Orla Mining Closes Acquisition of Gold Standard Ventures
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.
View original content:
http://www.newswire.ca/en/releases/archive/August2022/12/c4052.html
%CIK: 0001680056
For further information: Jason Simpson, President &
Chief Executive Officer; Andrew Bradbury, Vice President, Investor
Relations & Corporate Development, www.orlamining.com,
info@orlamining.com
CO: Orla Mining Ltd.
CNW 06:30e 12-AUG-22
This regulatory filing also includes additional resources:
ex991.pdf
Orla Mining (AMEX:ORLA)
Graphique Historique de l'Action
De Jan 2023 à Fév 2023
Orla Mining (AMEX:ORLA)
Graphique Historique de l'Action
De Fév 2022 à Fév 2023