EXPLANATORY NOTE
Orla Mining Ltd. (the “Company”)
is a Canadian issuer eligible to file its annual report pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), on
Form 40-F pursuant to the multi-jurisdictional disclosure
system of the Exchange Act. The Company is a “foreign private
issuer” as defined in Rule 3b-4 under the Exchange Act. Equity
securities of the Company are accordingly exempt from
Sections 14(a), 14(b), 14(c), 14(f) and 16 of the
Exchange Act pursuant to Rule 3a12-3.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, or the portions thereof indicated below,
that are filed as exhibits to this Annual Report, are incorporated
herein by reference:
Annual Information Form
The Company’s Annual Information Form (“AIF”) is filed as Exhibit 99.1 to
this Annual Report on Form 40-F (the “Annual Report”).
Management’s Discussion and
Analysis
The Company’s management’s discussion and analysis for the year
ended December 31, 2022 (“MD&A”) is filed as Exhibit 99.2 to
this Annual Report.
Audited Annual Financial Statements
The Company’s audited financial statements as at and for the years
ended December 31, 2022 and 2021 (the “Audited Financial Statements”) are filed
as Exhibit 99.3 to
this Annual Report.
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), Section
21E of the Exchange Act, the Private Securities Litigation Reform
Act of 1995 or in rules and releases made by the United States
Securities and Exchange Commission (“SEC”), all as may be amended from time to
time, as well as Canadian securities legislation and all other
applicable securities legislation (referred to herein as “forward-looking statements”).
Forward-looking statements are included to provide information
about management’s current expectations and plans that allows
investors and others to get a better understanding of the Company’s
operating environment, the business operations and financial
performance and condition.
Forward-looking statements include, but are not limited to,
statements regarding planned exploration, development and mining
activities and expenditures; the estimation of mineral resources
and mineral reserves; feasibility and pre-feasibility studies and
economic results thereof, including, but not limited to, future
production, net present value, internal rate of return, costs, and
expenses; mine production plans; projected mining and process
recovery rates; mining dilution assumptions; timeline for receipt
of any required agreements, approvals, or permits; sustaining costs
and operating costs; interpretations and assumptions regarding
joint venture and potential contract terms; closure costs and
requirements; the expected additional material to be included in a
future mine plan as a result of the Layback Agreement (as defined
in the AIF); terms of and ability to reach a subsequent agreement
with Fresnillo plc (“Fresnillo”)
to access the sulphide mineral resource at the Camino Rojo Project
(as defined in the AIF) and obtaining regulatory approvals related
thereto; expectations on the potential extension of the expired
mineral concessions with respect to the Cerro Quema Project (as
defined in the AIF); proposed exploration plans and expected
results of exploration from each of the Camino Rojo Project, Cerro
Quema Project, and South Railroad Project (as defined in the AIF);
Orla’s ability to obtain required mine licences, mine permits,
required agreements with third parties, and regulatory approvals
required in connection with exploration plans and future mining and
mineral processing operations, including but not limited to,
necessary permitting required to implement expected future
exploration plans; community and ejido relations; availability of
sufficient water for proposed operations; competition for, among
other things, acquisitions of mineral reserves and resources,
undeveloped lands, and skilled personnel; changes in commodity
prices and exchange rates; currency and interest rate fluctuations
and the ability to secure the required capital to conduct planned
exploration programs, studies, and construction; the ability to
cover debt obligations under the Credit Facility (as defined in the
AIF); the duration, extent and other implications of the novel
coronavirus (“COVID-19”); and the
Company’s development objectives and strategies. Any statements
that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, identified
by words or phrases such as “expects”, “is expected”,
“anticipates”, “believes”, “plans”, “projects”, “estimates”,
“assumes”, “intends”, “strategy”, “goals”, “objectives”,
“potential”, “possible” or variations thereof or stating that
certain