As Filed with the Securities and Exchange Commission on
May 24, 2023
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ORLA MINING LTD.
(Exact name of registrant as specified in its charter)
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Canada |
Not Applicable |
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(State or other jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification No.) |
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Suite 1010, 1075 West Georgia Street |
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Vancouver, British Columbia, Canada V6E 3C9 |
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(Address of Principal Executive Offices) |
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Orla Mining Ltd. Stock Option Plan
Orla Mining Ltd. Restricted Share Unit Plan
Orla Mining Ltd. Deferred Share Unit Plan
Gold Standard Ventures Corp. Stock Option Plan
(Full title of plan)
C T Corporation System
28 Liberty Street
New York, New York 10005
(212) 894-8940 (775) 304-0260
(Name, address and telephone number, including area code, of agent
for service)
with copies to:
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Jen Hansen
Cassels Brock & Blackwell LLP
2200 HSBC Building
885 West Georgia Street
Vancouver, British Columbia
Canada V6C 3E8
(604) 691-6100
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John Koenigsknecht
Neal, Gerber & Eisenberg LLP
Two North LaSalle Street
Suite 1700
Chicago, Illinois 60602
(312) 269-8000
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated
filer x
Non-accelerated filer ¨ Smaller
reporting company ¨
Emerging growth company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
This Registration Statement (the “Registration Statement”) on
Form S-8 is being filed with the Securities and Exchange
Commission (the “Commission”) for the purpose of registering the
offer and issuance of common shares, no par value (the “Common
Shares”) of Orla Mining Ltd. (“Orla,” “we,” “our,” “us”, the
“Registrant,” the “Corporation” or the “Company”) to certain
employees of the Company and/or its subsidiaries under the
Company’s Stock Option Plan (as it may be amended from time to
time, the “Stock Option Plan”), Restricted Share Unit Plan (as it
may be amended from time to time, the “RSU Plan”), the Deferred
Share Unit Plan (as it may be amended from time to time, the “DSU
Plan”), and the Gold Standard Ventures Corp. Stock Option Plan (as
it may be amended from time to time, the “Replacement Option
Plan”), and collectively with the Stock Option Plan, the RSU Plan
and the DSU Plan, the (“Plans”).
Pursuant to Part I of Form S-8, the information specified
under Item 1 and Item 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the provisions
of Rule 428 under the Securities Act of 1933, as
amended (the “Securities Act”), and the introductory note to
Part I of Form S-8. The documents containing the
information specified in Part I of Form S-8 will be
delivered to participants in the respective Plans covered by this
Registration Statement as specified by
Rule 428(b)(1) under the Securities Act. Such
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this
Form S-8, when taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities
Act. Such documents are not required to be, and are not, filed with
the Commission either as part of this Registration Statement or as
a prospectus or prospectus supplement pursuant to
Rule 424 under the Securities Act.
The Replacement Option Plan governs the Replacement Options (as
defined below). On August 12, 2022, the Company acquired all
of the issued and outstanding common shares of Gold Standard
Ventures Corp. (“Gold Standard”) pursuant to a court approved plan
of arrangement under the Business Corporations Act (British
Columbia). Under the terms of this transaction, each Gold Standard
stock option (a “GSV Option”) was exchanged for a stock option to
acquire Common Shares (a “Replacement Option”), with the number of
Common Shares issuable and exercise price adjusted based on the
transaction exchange ratio of 0.1193 Common Shares per share of
Gold Standard.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), are incorporated in this Registration
Statement by reference and are made a part hereof:
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(g) |
All other reports filed
by the Registrant under Section 13(a) or 15(d) of
the Exchange Act since January 1, 2023; and |
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, including any
Reports of Foreign Private Issuers on Form 6-K submitted
during such period (or portion thereof) that is identified in such
form as being incorporated by reference into this Registration
Statement, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
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4. |
Description of Securities. |
| Item
5. |
Interests of Named Experts and Counsel. |
| Item
6. |
Indemnification of Directors and Officers. |
Section 124 of the Canada Business Corporation Act (“CBCA”)
provides that a corporation may indemnify a director or officer of
the corporation, a former director or officer of the corporation or
another individual who acts or acted at the corporation’s request
as a director or officer, or an individual acting in a similar
capacity, of another entity, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by the individual in respect of any
civil, criminal, administrative, investigative or other proceeding
in which the individual is involved because of that association
with the corporation or other entity. A corporation may advance
moneys to a director, officer or other individual for the costs,
charges and expenses of a proceeding referred to in the immediately
prior sentence. The individual shall repay the moneys if the
individual does not fulfill the conditions of the immediately
following sentence. A corporation may not indemnify an individual
as described in the first sentence of this paragraph unless the
individual (a) acted honestly and in good faith with a view to
the best interests of the corporation, or, as the case may be, to
the best interests of the other entity for which the individual
acted as director or officer or in a similar capacity at the
corporation’s request; and (b) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary
penalty, the individual had reasonable grounds for believing that
the individual’s conduct was lawful.
A corporation may with the approval of a court, indemnify an
individual referred to in the foregoing paragraph, or advance
moneys as described in the foregoing paragraph, in respect of an
action by or on behalf of the corporation or other entity to
procure a judgment in its favor, to which the individual is made a
party because of the individual’s association with the corporation
or other entity as described in the foregoing paragraph against all
costs, charges and expenses reasonably incurred by the individual
in connection with such action, if the individual fulfills the
conditions set out in the foregoing paragraph.
Despite the first paragraph above, an individual referred to in
that paragraph is entitled to indemnity from the corporation in
respect of all costs, charges and expenses reasonably incurred by
the individual in connection with the defense of any civil,
criminal, administrative, investigative or other proceeding to
which the individual is subject because of the individual’s
association with the corporation or other entity as described in
the first paragraph above, if the individual seeking indemnity
(a) was not judged by the court or other competent authority
to have committed any fault or omitted to do anything that the
individual ought to have done; and (b) fulfills the conditions
set out in the first paragraph above.
Sections 8.02 and 8.03 of Amended and Restated By-law No. 1 of
the Registrant (the “By-laws”) contains the following provisions
with respect to indemnification of the Registrant’s directors and
officers and with respect to certain insurance maintained by the
Registrant with respect to certain individuals:
8.02 Indemnity.
Subject to the CBCA, the Corporation shall indemnify a director or
officer of the Corporation, a former director or officer of the
Corporation or another individual who acts or acted at the
Corporation’s request as a director or officer, or an individual
acting in a similar capacity, of another entity, against all costs,
charges and expenses, including an amount paid to settle an action
or satisfy a judgment, reasonably incurred by the individual in
respect of any civil, criminal, administrative, investigative or
other proceeding to which the individual is involved because of
that association with the Corporation or other entity, if:
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(a) |
the individual acted honestly and
in good faith with a view to the best interests of the Corporation,
or, as the case may be, to the best interests of the other entity
for which the individual acted as director or officer or in a
similar capacity at the Corporation’s request; and |
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(b) |
in the case of a criminal or
administrative action or proceeding that is enforced by a monetary
penalty, the individual had reasonable grounds for believing that
the individual’s conduct was lawful. |
The Corporation shall also indemnify such person in such other
circumstances as the CBCA permits or requires. The Corporation
shall advance monies to a director, officer or other individual for
costs, charges and expenses of a proceeding referred to above. The
individual shall repay the monies if he or she does not fulfill the
conditions set out in paragraphs (a) and (b) above.
Nothing in this by-law shall limit the right of any individual
entitled to indemnity to claim indemnity apart from the provisions
of this by-law, whether by contract or otherwise, and no settlement
or plea of guilty in any action or proceeding shall alone
constitute evidence that a person did not meet a condition set out
in clause (a) or (b) of this Section 8.02 or any
corresponding condition of the CBCA.
8.03 Insurance.
Subject to the CBCA, the Corporation may purchase and maintain
insurance for the benefit of any person referred to in
Section 8.02 against any liability incurred by him or her in
his or her capacity as a director or officer, or an individual
acting in a similar capacity, of the Corporation or of another body
corporate at the Corporation’s request.
The Registrant has entered into Indemnification Agreements with
each of its directors and executive officers to provide the
indemnification set forth in the Registrants By-laws. The
Registrant carries directors’ and officers’ liability insurance
covering acts and omissions of the directors and officers of the
Registrant. The directors and officers are not required to pay any
premium in respect of the insurance.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of
the U.S. Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
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7. |
Exemption From Registration Claimed. |
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The Registrant hereby undertakes: |
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(1) |
To file, during any period in which
offers or sales are being made, a post-effective amendment to this
Registration Statement: |
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(i) |
To
include any prospectus required by Section 10(a)(3) of
the Securities Act; |
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
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(2) |
That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering. |
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(b) |
The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
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(c) |
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of
Vancouver, British Columbia, country of Canada, on May 24,
2023.
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ORLA MINING LTD. |
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By: |
/s/ Jason Simpson |
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Jason Simpson
President & Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jason Simpson or
Etienne Morin, and each of them, any of whom may act without the
joinder of the other, the true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for and
in the name, place and stead of the undersigned, in any and all
capacities, to sign this Registration Statement on Form S-8
and any or all amendments or supplements to the above Registration
Statement, including post-effective amendments; and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform to all intents and purposes
as he or she might or could do in person, ratifying and confirming
all that said attorneys-in-fact and agents, each acting alone, or
the substitutes for such attorney-in-fact and agent, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement and powers of attorney have been signed by
the following persons in the capacities and on the dates
indicated:
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Signature
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Title
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Date
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/s/ Jason Simpson
Jason Simpson
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President, Chief Executive Officer and Director
(principal executive officer)
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May 24, 2023 |
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/s/ Etienne Morin
Etienne Morin
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Chief Financial Officer
(principal financial and accounting officer)
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May 24, 2023 |
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/s/ Charles A. Jeannes
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Chairman of
the Board, Director |
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May 24, 2023 |
| Charles A.
Jeannes |
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/s/ Jean Robitaille
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Director |
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May 24, 2023 |
| Jean
Robitaille |
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/s/ Tim Haldane
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Director |
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May 24, 2023 |
| Tim
Haldane |
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/s/ David Stephens
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Director |
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May 24, 2023 |
| David
Stephens |
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/s/ Elizabeth McGregor
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Director |
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May 24, 2023 |
| Elizabeth
McGregor |
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/s/ Tamara Brown
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Director |
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May 24,
2023 |
| Tamara
Brown |
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/s/ Scott Langley
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Director |
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May 24,
2023 |
| Scott
Langley |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the
Securities Act, the undersigned has signed this Registration
Statement, solely in the capacity of the duly authorized
representative of Orla Mining Ltd. in the United States on
May 24, 2023.
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PUGLISI &
ASSOCIATES
(Authorized U.S. Representative) |
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By: |
/s/ Donald J. Puglisi |
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Name: Donald J. Puglisi |
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Title: Managing Director |
Orla Mining (AMEX:ORLA)
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Orla Mining (AMEX:ORLA)
Graphique Historique de l'Action
De Oct 2022 à Oct 2023
