VANCOUVER, BC, Jan. 21,
2025 /CNW/ - Orla Mining Ltd. (TSX: OLA)
(NYSE: ORLA) ("Orla" or the "Company") is pleased to announce the
results of the special meeting of the shareholders of the Company
(the "Shareholders") held earlier today (the "Meeting").
At the Meeting, Shareholders approved (i) the Company's proposed
acquisition of the Musselwhite Mine (the "Transaction") from
Newmont Corporation ("Newmont") and (ii) the concurrent private
placement (the "Financing") 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 as defined under the TSX Company
Manual.
A total of 186,303,542 of the common shares of the Company
("Shares") were represented at the Meeting, representing
57.9% of the total issued and outstanding Shares.
The ordinary resolutions approving the Transaction and Financing
were approved by 99.9% and 99.8%, respectively, of the votes cast
by Shareholders present in person or represented by proxy and
entitled to vote at the Meeting, excluding the votes attached to
the Shares held by Newmont, Mr. Lassonde and Fairfax in accordance
with Multinational Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions and/or the TSX Company
Manual, as applicable.
The Financing is expected to close concurrently with and is
conditional on the closing of the Transaction. Additional
information regarding the terms of the Transaction and the
Financing are set out in the management information circular of the
Company dated December 9, 2024, which
is available on the Company'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.
The Transaction is expected to close in the first quarter 2025
and is subject to other customary closing conditions
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 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 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 and the
Company's ability to obtain final regulatory approval from the
Toronto Stock Exchange and the NYSE American. 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
associated with the Transaction, 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.