Orla Mining Ltd. (Form: 40FR12B, Received: 12/04/2020 17:35:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 40-F

☒ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

☐ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended _______________

Commission File Number ______________

ORLA MINING LTD.

(Exact name of Registrant as specified in its charter)

Canada			1040			N/A
(Province or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

Suite 202, 595 Howe Street
Vancouver, British Columbia, V6C 2T5, Canada

(604) 564-1852

(Address and telephone number of Registrant’s principal executive offices)

C T Corporation System

28 Liberty Street

New York, New York 10005

(212) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		ORLA		NYSE American

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

¨ Annual information form ¨ Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ YES x NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ¨ YES ¨ NO

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ¨

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

EXPLANATORY NOTE

Orla Mining Ltd. (the “Company”) is a Canadian public company whose common shares are listed on the Toronto Stock Exchange. The Company is eligible to file its registration statement pursuant to Section 12 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.

References to the “Registrant” or “Company” in this Registration Statement mean Orla Mining Ltd. and its subsidiaries, unless the context suggests otherwise.

PRINCIPAL DOCUMENTS

Each of the documents that is filed as an exhibit to this Registration Statement, as set forth in the Exhibit Index attached hereto, is incorporated by reference herein.

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.107, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibit 99.89 to Exhibit 99.106, inclusive, as set forth in the Exhibit Index attached hereto and as required by General Instruction D.(9) of Form 40-F.

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, business operations and financial performance and condition.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: (i) access to additional capital; (ii) uncertainty and variations in the estimation of mineral resources and mineral reserves; (iii) health, safety and environmental risks; (iv) success of exploration, development and operations activities; (v) risks relating to foreign operations and expropriation or nationalization of mining operations; (vi) delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; (vii) delays in getting access from surface rights owners; (viii) uncertainty in estimates in production, capital and operation costs and potential of production and cost overruns; (ix) the impact of Panamanian or Mexican laws regarding foreign investment; (x) the fluctuating price of gold; (xi) assessments by taxation authorities in multiple jurisdictions; (xii) uncertainties related to title to mineral properties; (xiii) the Company’s ability to identify, complete and successfully integrate acquisitions; (xiv) global health emergencies, and (xv) volatility in the market price of the Company’s securities.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risk Factors” in the Company's most recently filed Annual Information Form (the “AIF”) filed as Exhibit 99.36 to this Registration Statement and its management's discussion and analysis for the three and nine months ended September 30, 2020 filed as Exhibit 99.03 to this Registration Statement.

Investors are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date hereof and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the Company’s subsequent filings with Canadian securities regulatory agencies, which can be viewed online under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING REQUIREMENTS

The Company is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Registration Statement in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements, which are filed with this Form 40-F in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards, and may not be comparable to those prepared by companies in the United States. In addition, the Company is not required to prepare a reconciliation of its financial statements between IFRS and U.S. generally accepted accounting principles, and has not quantified such differences, which may be significant.

CAUTIONARY NOTE REGARDING MINERAL RESOURCE AND RESERVE ESTIMATES

The Company prepares its information concerning resources and mineral deposits in accordance with the requirements of Canadian securities laws, which differ significantly from the requirements of U.S. securities laws. Canadian reporting requirements for disclosure of mineral properties are governed by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The definitions used in NI 43-101 are incorporated by reference from the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) – Definition Standards adopted by CIM Council on May 10, 2014. U.S. reporting requirements are currently governed by the SEC Industry Guide 7 (“Industry Guide 7”) under the Securities Act. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further, under Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. If applicable, mineral reserve estimates contained in this Registration Statement and the documents incorporated by reference herein may not qualify as “reserves” under Industry Guide 7. Further, the SEC has not recognized the reporting of mineral deposits which do not meet the Industry Guide 7 definition of “reserve” prior to the adoption of the Modernization of Property Disclosures for Mining Registrants, which rules will be required to be complied with by certain issuers in the first fiscal year beginning on or after January 1, 2021.

While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101, these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. U.S. readers are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. In addition, “inferred mineral resources” have a great amount of uncertainty as to their existence and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Under Canadian securities regulations, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Readers are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian securities regulations if such disclosure includes the grade or quality and the quantity for each category of mineral resource and mineral reserve; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this Registration Statement and the documents incorporated by reference herein containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Registration Statement on Form 40-F.

DESCRIPTION OF THE COMMON SHARES

The required disclosure is included under the heading “Description of Capital Structure” in the Registrant's AIF for the fiscal year ended December 31, 2019, filed as Exhibit 99.30 to this Registration Statement.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Registrant's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in United States dollars. The exchange rate of Canadian dollars into United States dollars, based upon the daily exchange rate as quoted by the Bank of Canada, was US$1.00 = CDN$1.2988 on December 31, 2019 and US$1.00 = CDN$1.2880 on December 3, 2020.

CONTRACTUAL OBLIGATIONS

The following table summarizes the Registrant's contractual obligations, including payments due for each of the next five years and thereafter as at December 31, 2019. This table is presented in Canadian dollars.

	Payments due by period
Contractual Obligations	Total ($)		Less than 1 year ($)		1 – 3 years ($)		3 – 5 years ($)		More than 5 years ($)
Routine accounts payable	$	639,000	$	639,000		–		–		–
Lease obligations		99,000		41,000		58,000		–		–
Camino Rojo Project Loan (note 1)		32,470,000		–		–		32,470,000		–
Newmont Loan (note 2)		15,104,000		–		15,104,000		–		–
Total	$	48,312,000	$	680,000	$	15,162,000	$	32,470,000		–

Notes:

The Camino Rojo Project Loan is denominated in United States dollars, and at December 31, 2019, the principal outstanding was US$ 25 million.

The Newmont Loan is denominated in Mexican pesos, and at December 31, 2019, the principal outstanding was 219 million Mexican pesos.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.	Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B.	Consent to Service of Process

Concurrently with the filing of this Registration Statement on Form 40-F, the Registrant will file with the Commission an Appointment of Agent for Service of Process and Undertaking on Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: December 4, 2020	Orla Mining Ltd.

	/s/ Jason Simpson
	Jason Simpson
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number
99.01	News release, filed on November 26, 2020
99.02	Condensed interim consolidated financial statements for the three and nine months ended September 30, 2020, filed on November 13, 2020
99.03	Management’s discussion and analysis for the three and nine months ended September 30, 2020, filed on November 13, 2020
99.04	Certification of interim filings - CEO, filed on November 13, 2020
99.05	Certification of interim filings - CFO, filed on November 13, 2020
99.06	News release, filed on November 2, 2020
99.07	News release, filed on August 24, 2020
99.08	News release, filed on August 13, 2020
99.09	Condensed interim consolidated financial statements for the three and six months ended June 30, 2020 and 2019, filed on August 10, 2020
99.10	Management's discussion and analysis for the three and six months ended June 30, 2020, filed on August 10, 2020
99.11	Certification of interim filings – CEO, filed on August 10, 2020
99.12	Certification of interim filings – CFO, filed on August 10, 2020
99.13	News release, filed on July 2, 2020
99.14	Orla Mining Ltd. 2020 Restricted Share Unit Plan effective April 2, 2020, filed on June 11, 2020
99.15	Report on voting results, filed on May 13, 2020
99.16	Condensed consolidated interim financial statements for the three months ended March 31, 2020 and 2019, filed on May 12, 2020
99.17	Management's discussion and analysis for the three months ended March 31, 2020, filed on May 12, 2020
99.18	Certification of interim filings – CEO, filed on May 12, 2020
99.19	Certification of interim filings – CFO, filed on May 12, 2020
99.20	Notice of annual and special meeting and Management Information Circular, filed on April 14, 2020
99.21	Form of proxy - Annual general and special meeting to be held on Wednesday, May 13, 2020, filed on April 14, 2020
99.22	News release, filed on April 9, 2020
99.23	Notice of predecessor auditor pursuant to NI 51 – 102 of change of auditor, filed on April 8, 2020
99.24	Notice of successor auditor pursuant to NI 51 – 102 of change of auditor, filed on April 8, 2020
99.25	Notice of change of auditor, filed on April 8, 2020
99.26	Material change report, filed on April 6, 2020
99.27	News release, filed on April 3, 2020

99.28	Notice of the meeting and record date (Amended), filed on April 3, 2020
99.29	Prospectus Supplement to the Short Form Base Shelf Prospectus dated March 11, 2019, filed on March 30, 2020
99.30	Underwriting Agreement, filed on March 30, 2020
99.31	Marketing materials, filed on March 27, 2020
99.32	News release, filed on March 26, 2020
99.33	Material change report, filed on March 25, 2020
99.34	Management's discussion and analysis for the year ended December 31, 2019, filed on March 23, 2020
99.35	Certification of annual filings – CFO, filed on March 23, 2020
99.36	Annual Information Form for the year ended December 31, 2019, filed on March 23, 2020
99.37	Certification of annual filings – CEO, filed on March 23, 2020
99.38	Class 1 Reporting Issuers and Class 3B Reporting Issuers Participation Fee, filed on March 23, 2020
99.39	Consolidated financial statements for the years ended December 31, 2019 and 2018, filed on March 23, 2020
99.40	Notice of the meeting and record date, filed on March 6, 2020
99.41	Early warning report, filed on January 7, 2020
99.42	Report of exempt distribution, filed on December 30, 2019
99.43	Amended material change report, filed on December 30,2019
99.44	Amended and Restated Investor Rights Agreement, filed on December 23, 2019
99.45	Loan Agreement, filed on December 23, 2019
99.46	News release, filed on December 18, 2019
99.47	Condensed interim consolidated financial statements for the three and nine months ended September 30, 2019 and 2018, filed on November 12, 2019
99.48	Management's discussion and analysis for the three and nine months ended September 30, 2019, filed on November 12, 2019
99.49	Certification of interim filings – CEO, filed on November 12, 2019
99.50	Certification of interim filings – CFO, filed on November 12, 2019
99.51	Material change report, filed on October 29, 2019

99.52	Investor Rights Agreement, filed on October 29, 2019
99.53	Loan commitment letter of Trinity Capital Partners Corporation, filed on October 29, 2019
99.54	Early warning report, filed on October 23, 2019
99.55	News release, filed on October 21, 2019
99.56	News release, filed on September 9, 2019
99.57	Condensed interim consolidated financial statements for the three and six months ended June 30, 2019 and 2018, filed on August 9, 2019
99.58	Management's discussion and analysis for the three and six months ended June 30, 2019, filed on August 9, 2019
99.59	Certification of interim filings – CEO, filed on August 9, 2019
99.60	Certification of interim filings – CFO, filed on August 9, 2019
99.61	News release, filed on August 7, 2019
99.62	NI 43-101 Technical Report on the Camino Rojo Gold Project Municipality of Mazapil, Zacatecas, Mexico, filed on August 6, 2019
99.63	Report of exempt distribution, filed on July 25, 2019
99.64	Orla Mining Ltd. Stock Option Plan Effective December 16, 2016, and amended May 24, 2018 and June 12, 2019, filed on July 24, 2019
99.65	Orla Mining Restricted Share Unit Plan Effective June 27, 2018, and amended June 12, 2019, filed on July 24, 2019
99.66	Orla Mining Deferred Share Plan Effective June 27, 2018, amended June 12, 2019, filed on July 24, 2019
99.67	News release, filed on July 15, 2019
99.68	News release, filed on June 25, 2019
99.69	News release, filed on June 12, 2019
99.70	Report on voting results, filed on June 12, 2019
99.71	Notice of annual and special meeting and Management Information Circular, filed on May 14, 2019
99.72	Certificate relating to Communication with Beneficial Owners, filed on May 14, 2019
99.73	Form of proxy - Annual general and special meeting to be held on Wednesday, June 12, 2019, filed on May 14, 2019

99.74	News release, filed on May 14, 2019
99.75	Condensed interim consolidated financial statements for the three months ended March 31, 2019 and 2018, filed on May 9, 2019
99.76	Management's discussion and analysis for the three months ended March 31, 2019, filed on May 9, 2019
99.77	Certification of interim filings – CEO, filed on May 9, 2019
99.78	Certification of interim filings – CFO, filed on May 9, 2019
99.79	Notice of the meeting and record date, filed on April 3, 2019
99.80	Annual Information Form for the year ended December 31, 2018, filed on March 29, 2019
99.81	Form 52-109F1 – IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming A Non-Venture Issuer – CEO, filed on March 29, 2019
99.82	Form 52-109F1 – IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming A Non-Venture Issuer – CFO, filed on March 29, 2019
99.83	Class 1 Reporting Issuers and Class 3B Reporting Issuers Participation Fee, filed on March 18, 2019
99.84	Consolidated financial statements for the years ended December 31, 2018 and 2017, filed on March 18, 2019
99.85	Management's discussion and analysis for the year ended December 31, 2018, filed on March 18, 2019
99.86	News release, filed on March 11, 2019
99.87	Short Form Base Shelf Prospectus, filed on March 11, 2019
99.88	Amended NI 43-101 Technical Report on the Camino Rojo Gold Project Municipality of Mazapil, Zacatecas, Mexico, filed on March 11, 2019
99.89	Consent of David Brown
99.90	Consent of George Lightwood
99.91	Consent of Gene Tortelli
99.92	Consent of Carl E. Defilippi
99.93	Consent of David B. Hawkins
99.94	Consent of Dr. Matthew Gray
99.95	Consent of Michael G. Hester
99.96	Consent of Hans Smit

99.97	Consent of P&E Mining Consultants Inc.
99.98	Consent of Auditors – Davidson & Company LLP
99.99	Consent of Eugene Puritch
99.100	Consent of Richard H. Sutcliffe
99.101	Consent of Tracy Armstrong
99.102	Consent of Antoine Yassa
99.103	Consent of Kenneth Kuchling
99.104	Consent of David Burga
99.105	Consent of Fred Brown
99.106	Consent of Mark Gorman
99.107	News release, filed on December 4, 2020

Exhibit 99.1

NEWS RELEASE

ORLA MINING PROVIDES CONSTRUCTION UPDATE FOR CAMINO ROJO OXIDE GOLD PROJECT

VANCOUVER, BC – November 26, 2020 - Orla Mining Ltd. (TSX: OLA) (“Orla” or the "Company") is pleased to announce the start of earth moving activities at its Camino Rojo Oxide Gold Project (“Camino Rojo”) located in Zacatecas State, Mexico.

“The start of earth moving on site marks another important milestone in the development of Camino Rojo made possible through the collective efforts of our team and stakeholders,” stated Jason Simpson, President and Chief Executive Officer of Orla. “Project advancement continues in a controlled manner as we focus on maintaining the health and safety of our personnel.”

All permit conditions have been satisfied, including placing of an environmental bond, for site activities to begin. Major contracts for earth moving and civil works have been awarded and detailed engineering is 90% complete. Current activities include mobilization of the earthworks contractor, installation of the construction camp and offices, flora and fauna rescue, as well as site fence erection. Construction of the power line to site continues ahead of schedule thereby reducing some of the diesel generation required during the first year of production. Process plant equipment has started to arrive on site, including crusher and conveyor equipment.

Under Mexico’s current COVID-19 legislation, mining and construction are permitted economic activities and the Camino Rojo site has been ramping up in strict compliance with the Mexican Health Authority and Company requirements. Orla has implemented a strict COVID-19 protocol, including rigorous screening and testing programs as it began controlled mobilization to site for construction. Orla continues to maintain robust organization-wide COVID-19 prevention protocols to support the health of employees and local communities. The Company is closely monitoring the potential impacts from the pandemic on areas including equipment delivery and logistics, construction costs and schedule, as well as community and government relations.

About Orla Mining Ltd.

Orla is constructing the Camino Rojo Oxide Gold Project, a gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 160,000 hectares. The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.

NEWS RELEASE

Forward-looking Statements

This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the timing of meeting certain conditions with respect to the approval of the MIA, the timing of commencement of construction activities, the results of exploration and planned exploration programs, the potential for discovery of additional mineral resources and the Company’s objectives and strategies. 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 are discussed in this news release, including without limitation, the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained 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 uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral reserves and mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses. 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.

For further information, please contact:

Jason Simpson
President & Chief Executive Officer

Andrew Bradbury

Director, Investor Relations

www.orlamining.com

info@orlamining.com

Exhibit 99.02

Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

Presented in United States dollars

ORLA MINING LTD.

Condensed Interim Consolidated Balance Sheets

(Unaudited – Thousands of United States dollars)

	September 30			December 31			January 1
As at	2020			2019			2019
				(restated, notes 3 and 22)			(restated, notes 3 and 22)
ASSETS
Current assets
Cash and cash equivalents	$	41,743		$	23,106		$	12,234
Accounts receivable		171			94			282
Prepaid expenses		679			53			151
		42,593			23,253			12,667
Restricted funds		533			509			150
VAT recoverable (note 7)		3,349			1,340			622
Deposits on long term assets (notes 5(a)(i) and 20(a))		18,069			—			—
Construction in progress (note 5(a)(i))		2,593			—			—
Equipment (note 6)		255			284			252
Exploration and evaluation assets (note 5(d))		118,923			125,643			124,099
TOTAL ASSETS	$	186,315		$	151,029		$	137,790

LIABILITIES
Current liabilities
Trade and other payables (note 8)	$	1,222		$	802		$	1,278
Accrued liabilities		3,452			1,578			1,405
		4,674			2,380			2,683
Lease obligations		22			44			—
Camino Rojo project loan (note 9)		13,445			12,961			—
Newmont loan (note 10)		8,093			9,647			4,475
Accrued liabilities – long term		395			261			—
Site closure provisions (note 11)		558			575			626
TOTAL LIABILITIES		27,187			25,868			7,784

SHAREHOLDERS' EQUITY
Share capital (note 13)		219,169			159,230			153,852
Reserves		29,570			30,061			19,931
Accumulated other comprehensive income (loss)		(6,459	)		(1,027	)		(3,393	)
Accumulated deficit		(83,152	)		(63,103	)		(40,384	)
TOTAL SHAREHOLDERS' EQUITY		159,128			125,161			130,006

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	186,315		$	151,029		$	137,790

Authorized by the Board of Directors on November 12, 2020, for issuance.

/s/ Elizabeth McGregor		/s/ Jason Simpson
Elizabeth McGregor, Director		Jason Simpson, Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 2

ORLA MINING LTD.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Unaudited – Thousands of United States dollars, except per-share amounts)

	Three months ended September 30						Nine months ended September 30
	2020			2019 (restated note 3)			2020			2019 (restated note 3)
EXPLORATION AND EVALUATION EXPENSES (note 5)
Assays and analysis	$	59		$	38		$	88		$	160
Drilling		258			292			258			1,021
Geological		379			289			799			1,260
Engineering		222			198			752			1,500
Environmental		123			213			214			530
Community and government		827			1,003			3,348			1,353
Land and water use, claims and concessions		695			974			3,855			3,286
Project management		—			38			—			131
Project review		—			27			6			115
Site activities		357			379			1,183			1,265
Site administration		670			177			1,841			1,264
Recognition of site closure provisions		—			—			15			—
		3,590			3,628			12,359			11,885

GENERAL AND ADMINISTRATIVE EXPENSES
Office and administrative		162			97			541			381
Professional fees		425			170			831			374
Regulatory		11			30			159			95
Salaries and benefits		563			423			1,354			1,256
		1,161			720			2,885			2,106

OTHER EXPENSES (INCOME)
Depreciation (note 6)		23			25			70			72
Share based payments (note 14)		705			580			2,089			2,195
Interest and finance costs (note 12)		1,503			467			2,718			723
Foreign exchange loss (gain)		1,688			(1	)		947			19
Other (gains) and losses (note 10)		(1,019	)		—			(1,019	)		—
		2,900			1,071			4,805			3,009

LOSS FOR THE PERIOD	$	7,651		$	5,419		$	20,049		$	17,000

OTHER COMPREHENSIVE LOSS (INCOME)
Items that may in future periods be reclassified to profit or loss:
Foreign currency differences arising on translation of foreign operations		(2,934	)		833			5,432			(305	)
TOTAL COMPREHENSIVE LOSS	$	4,717		$	6,252		$	25,481		$	16,695

Weighted average number of common shares outstanding (millions)		227.5			185.1			213.1			181.4

Loss per share - basic and diluted	$	0.03		$	0.03		$	0.09		$	0.09

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 3

ORLA MINING LTD.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited – Thousands of United States dollars)

	Three months ended September 30						Nine months ended September 30
				2019						2019
Cash flows provided by (used in):	2020			(restated note 3)			2020			(restated note 3)
OPERATING ACTIVITIES
Loss for the period	$	(7,651	)	$	(5,419	)	$	(20,049	)	$	(17,000	)
Adjustments for items not affecting cash:
Depreciation		23			25			70			72
Share based compensation		705			580			2,089			2,195
Changes in site closure provisions charged to exploration expense		—			—			15			—
Newmont loan proceeds received in excess of fair value (note 10)		—			(572	)		—			(1,283	)
Accretion of the project loan (note 9)		646			—			1,950			—
Interest paid on the project loan (note 9)		(550	)		—			(1,667	)		—
Accretion of the Newmont loan (note 10)		917			481			974			805
Interest expense on leases		3			—			4			—
Other gains and losses		(1,019	)		—			(1,019	)		—
Exploration expenses paid via issuance of common shares		—			—			—			48
Changes in non-cash working capital:
Accounts receivable and prepaid expenses		(668	)		100			(733	)		415
Trade and other payables		455			(665	)		485			(1,254	)
Accrued liabilities		299			82			2,187			(416	)
Cash used in operating activities		(6,840	)		(5,388	)		(15,694	)		(16,418	)

FINANCING ACTIVITIES
Proceeds from issuance of common shares		—			—			54,959			—
Proceeds from exercise of warrants		1,259			2,616			2,806			2,877
Proceeds from exercise of stock options		1,470			349			1,689			349
Share issuance costs		—			(84	)		(2,095	)		(96	)
Payment of principal portion of lease liabilities		(8	)		(5	)		(23	)		(15	)
Cash transaction costs of the Camino Rojo project loan		(35	)		—			(35	)		—
Advances received on the Newmont loan		—			2,396			—			5,070
Cash provided by financing activities		2,686			5,272			57,301			8,185

INVESTING ACTIVITIES
Purchase of equipment		(58	)		(5	)		(66	)		(9	)
Construction in progress		(1,134	)		—			(2,685	)		—
Deposits on long term assets		(8,242	)		—			(18,709	)		—
Restricted cash funded		(4	)		(51	)		(25	)		(354	)
Value added taxes paid, not immediately recoverable		(1,454	)		(131	)		(2,297	)		(424	)
Cash used in investing activities		(10,892	)		(187	)		(23,782	)		(787	)

Effects of exchange rate changes on cash		2,124			338			812			662

Net increase (decrease) in cash		(12,922	)		35			18,637			(8,358	)
Cash, beginning of period		54,665			3,841			23,106			12,234
CASH, END OF PERIOD	$	41,743		$	3,876		$	41,743		$	3,876

Supplemental cash flow information (note 16)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 4

ORLA MINING LTD.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited – Thousands of United States dollars)

	Common shares					Reserves									Accumulated
	Number of shares (thousands)		Amount			Share based payments reserve			Warrants reserve			Total			Other Comprehensive Income			Retained earnings (deficit)			Total
Balance at January 1, 2019 (restated, note 3)		179,315	$	153,852		$	6,867		$	13,064		$	19,931		$	(3,393	)	$	(40,384	)	$	130,006
Shares issued for property payments		59		48			—			—			—			—			—			48
Warrants exercised		6,167		4,433			—			(1,535	)		(1,535	)		—			—			2,898
Warrants issued		—		(1,459	)		—			1,459			1,459			—			—			—
Options exercised		338		675			(329	)		—			(329	)		—			—			346
Share issuance costs		—		(96	)		—			—			—			—			—			(96	)
RSUs redeemed		202		167			(167	)		—			(167	)		—			—			—
Share based payments		—		—			2,195			—			2,195			—			—			2,195
Loss for the period		—		—			—			—			—			—			(17,000	)		(17,000	)
Other comprehensive loss		—		—			—			—			—			305			—			305
Balance at September 30, 2019		186,081	$	157,620		$	8,566		$	12,988		$	21,554		$	(3,088	)	$	(57,384	)	$	118,702

Balance at January 1, 2020		187,102	$	159,230		$	8,159		$	21,902		$	30,061		$	(1,027	)	$	(63,103	)	$	125,161
Shares issued pursuant to a financing		36,600		54,959			—			—			—			—			—			54,959
Share issuance costs		—		(2,095	)		—			—			—			—			—			(2,095	)
Warrants exercised		2,013		3,305			—			(499	)		(499	)		—			—			2,806
Options exercised		1,837		3,041			(1,352	)		—			(1,352	)		—			—			1,689
RSUs redeemed		414		335			(335	)		—			(335	)		—			—			—
Bonus shares issued (note 14(d))		1,000		394			(394	)		—			(394	)		—			—			—
Share based payments		—		—			2,089			—			2,089			—			—			2,089
Loss for the period		—		—			—			—			—			—			(20,049	)		(20,049	)
Other comprehensive loss		—		—			—			—			—			(5,432	)		—			(5,432	)
Balance at September 30, 2020		228,966	$	219,169		$	8,167		$	21,403		$	29,570		$	(6,459	)	$	(83,152	)	$	159,128

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 5

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

CORPORATE INFORMATION AND NATURE OF OPERATIONS

Orla Mining Ltd. was incorporated in Alberta in 2007 and was continued into British Columbia in 2010 and subsequently into Ontario under the Business Corporations Act (Ontario) in 2014. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries. The registered office of the Company is located at Suite 202, 595 Howe Street, Vancouver, Canada.

The Company is engaged in the acquisition, exploration, and development of mineral properties, and holds the Camino Rojo gold and silver project in Zacatecas State, Mexico, and the Cerro Quema gold project in Panama.

These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at September 30, 2020, the Company had not advanced any of its properties to commercial production and was not able to fund day-to-day activities through operating activities. During the second quarter of 2020, the Company completed a C$75 million ($55 million) equity financing. To the end of the reporting period, the Company had received $25 million of a $125 million project loan facility in respect of the Camino Rojo project, and subsequent to the reporting period received a further $50 million.

The Company’s continuation as a going concern is dependent upon successful results from our mineral exploration and development activities and our ability to attain profitable operations and generate cash or raise sufficient capital to meet current and future obligations. We expect to fund operating costs of the Company over the next twelve months with cash on hand and with further loan and/or equity advances.

Since the beginning of the fiscal year, there was a global outbreak of the novel coronavirus (“COVID-19”), which has had an impact on businesses through the restrictions put in place by the governments in the various jurisdictions where the Company conducts its activities. In common with all businesses in the jurisdictions in which we operate, our activities are restricted by government orders related to, among others, travel, business operations, and stay-at-home orders. As of the date of these financial statements, it is not possible to determine the extent of the impact that this global health emergency will have on the Company’s activities in the future as the Company cannot predict the ultimate geographic spread of the disease, the duration of the outbreak, and possible government, societal, and individual responses to the situation. We continue to monitor our activities, in particular with regard to the safety of our personnel and the communities where we conduct our activities.

BASIS OF PREPARATION

These condensed interim consolidated financial statements have been prepared in accordance with IAS 34 «Interim Financial Reporting» and do not include all the information required for full annual financial statements.

The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

These condensed interim consolidated financial statements are presented in United States dollars and include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated upon consolidation.

On November 12, 2020, the Board of Directors approved these consolidated financial statements for issuance.

Page 6

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

CHANGE OF PRESENTATION CURRENCY

As a result of the continued advancement of the Camino Rojo Project, the Company changed its presentation currency from Canadian dollars to United States dollars effective January 1, 2020. The change in the financial statement presentation currency is an accounting policy change and has been accounted for retrospectively. The balance sheets for each period presented have been translated from the related subsidiary’s functional currency to the new US dollar presentation currency at the rate of exchange prevailing at the respective balance sheet date except for equity items, which have been translated at accumulated historical rates from the related subsidiary’s date of incorporation. The statements of loss and comprehensive loss were translated at the average exchange rates for the reporting period, or at the exchange rate prevailing at the date of transactions. Exchange differences arising in 2018 on translation from the related subsidiary’s functional currency to the United States dollar presentation currency have been recognized in other comprehensive income and accumulated as a separate component of equity.

In prior reporting periods, the translation of the Company’s subsidiaries that had a United States dollar or Mexican peso functional currency into the Company’s presentation currency of the Canadian dollar gave rise to a translation adjustment which was recorded as an adjustment to accumulated other comprehensive income (“AOCI”), a separate component of shareholders’ equity. With the retrospective application of the change in presentation currency from the Canadian dollar to the US dollar, the AOCI related to the translation of US dollar functional currency subsidiaries was eliminated. However, with the retrospective application of the change in presentation currency to the US dollar, the Company’s corporate office, which has a Canadian dollar functional currency, resulted in an AOCI balance. The AOCI balance generated by the Mexican peso entities has been adjusted since it now reflects the translation into the new US dollar presentation currency.

(a)

Adjustment to previously reported financial information due to change in presentation currency

For comparative purposes, the consolidated balance sheets as at December 31, 2019 and January 1, 2019 include adjustments to reflect the change in the presentation currency to the US dollar, which is a change in accounting policy. The exchange rates used to translate the amounts previously reported into US dollars at December 31, 2019 were 1.2988 CAD/USD and 18.87 MXN/USD, and at January 1, 2019 were 1.3642 CAD/USD and 19.65 MXN/USD. Refer to note 22(a) for the effects of the translation.

For comparative purposes, the consolidated statement of loss and comprehensive loss for the three and nine months ended September 30, 2019 includes adjustments to reflect the change in the presentation currency to the US dollar, which is a change in accounting policy. The exchange rates used to translate the amounts previously reported into US dollars for the three and nine months ended September 30, 2019 were 1.3292 CAD/USD and 19.2511 MXN/USD, which were the average exchange rates for the period. Refer to note 22(b) for the effects of the translation.

(b)

Functional currency

The functional currencies of the Company and its subsidiaries, all of which are wholly owned, remained unchanged and were as follows for periods presented.

	Orla Mining Ltd.	Canadian dollars
	Minerometalúrgica San Miguel S de RL de CV	Mexican pesos
	Minera Camino Rojo SA de CV	Mexican pesos
	Minera Cerro Quema SA	United States dollars
	Monitor Gold Corporation	United States dollars

SIGNIFICANT ACCOUNTING POLICIES

We applied the same accounting policies in these condensed interim consolidated financial statements as those applied in the Company’s annual audited consolidated financial statements as at and for the year ended December 31, 2019.

In preparing these condensed interim consolidated financial statements, the significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual consolidated financial statements as at and for the year ended December 31, 2019.

These condensed interim consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements as at and for the years ended December 31, 2019 and 2018.

Page 7

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

EXPLORATION AND EVALUATION

(a)

Camino Rojo Project

The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S-SE of Newmont Corporation’s (“Newmont”) Peñasquito Mine. In November 2017, we acquired the Camino Rojo Project, a gold and silver oxide heap leach project located in Zacatecas State, Mexico, from Goldcorp Inc. (now called Newmont Corporation). A 2% net smelter return royalty (the “Royalty”) on the sale of all metal production from the oxide material at Camino Rojo was granted to Newmont as part of the acquisition.

The Company and Newmont also entered into an option agreement regarding the potential development of sulphide operations at Camino Rojo. Pursuant to the option agreement, Newmont will, subject to the applicable sulphide project meeting certain thresholds, have an option to acquire a 60% or 70% interest in the applicable sulphide project (“Sulphide Option”). The Royalty excludes revenue on the sale of metals produced from a sulphide project where Newmont has exercised its Sulphide Option. We maintain a right of first refusal on the Royalty. On September 21, 2020, Newmont announced that it had entered into an agreement to sell the Royalty. Our right of first refusal expires on December 20, 2020.

As of the issuance date of these financial statements, we have received all permits for the construction of a mine at Camino Rojo. The permits were issued with a series of customary conditions, all of which have been met or have been submitted for final approval. In anticipation of such approvals, we have already commenced activities such as construction engineering and design work which are not necessarily of an exploration and evaluation nature. Consequently, we are presenting these costs as construction in progress.

(i)

Construction in progress

	Total
Construction in progress at historical rates
At December 31, 2019	$	—
Additions		2,685
At September 30, 2020	$	2,685

Accumulated foreign exchange on translation
At December 31, 2019		—
Due to changes in exchange rates		(92	)
At September 30, 2020	$	(92	)

Construction in progress
At December 31, 2019	$	—
At September 30, 2020	$	2,593

The figures in the above totals do not include deposits which have been made on key components and construction items related to the Camino Rojo project, which at September 30, 2020, totaled approximately $18.1 million (December 31, 2019 – $nil).

(b)

Cerro Quema Project

The Cerro Quema Project is located on the Azuero Peninsula in Los Santos Province, Panama. The project is at the exploration and development stage for a proposed open pit mine with process by heap leaching.

In December 2016, we acquired 100% of the Cerro Quema Project by acquiring Pershimco Resources Inc. through the issuance of a combination of Orla common shares and warrants, and the assumption of Pershimco’s long term debt, which we subsequently paid off. We own the mineral rights as well as the surface rights over the current mineral resource areas, proposed mine development areas, and priority drill target areas.

Page 8

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

The original 20-year terms for these concessions expired in February and March of 2017. The Company has applied for the prescribed ten year extension to these concessions as it is entitled to under Panamanian mineral law. In March 2017, the Ministry of Commerce and Industry provided written confirmation to the Company that the extension applications had been received and that exploration work could continue while the Company awaits renewal of the concessions. As of the date of these financial statements, final concession renewals have not been received; however, we continue to receive ongoing drilling, water use, environmental and other permits, and have paid concession taxes, in the normal course.

(c)

Monitor Gold Project

The Monitor Gold Project consists of three separate option agreements consisting of 422 claims covering 3,416 hectares in Nye County, Nevada, USA.

In 2019, the payments required under the option agreements consisted of $50,000 in share issuances, a $20,000 in advance royalty payments, and $30,000 in work commitments, all of which requirements were met by the Company. For 2020, these consist of $40,000 in advance royalty payments, and $75,000 in work commitments, both of which requirements for 2020 have been met. To maintain the option agreements in good standing, minimum payments and work commitments are required each year until 2038.

(d)

Exploration and evaluation assets

	Camino Rojo			Cerro Quema		Monitor Gold		Total
Acquisition costs at historical rates
At December 31, 2019	$	42,615		$	82,429	$	314	$	125,358
Additions		—			—		—		—
At September 30, 2020	$	42,615		$	82,429	$	314	$	125,358

Accumulated foreign exchange on translation
At December 31, 2019		285			—		—		285
Due to changes in exchange rates		(6,720	)		—		—		(6,720	)
At September 30, 2020	$	(6,435	)	$	—	$	—	$	(6,435	)

Acquisition costs
At December 31, 2019	$	42,900		$	82,429	$	314	$	125,643
At September 30, 2020	$	36,180		$	82,429	$	314	$	118,923

Page 9

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

(e)

Exploration and evaluation expense

Three months ended September 30, 2020	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	59	$	—	$	—	$	—	$	59
Drilling		181		77		—		—		258
Geological		212		163		4		—		379
Engineering		159		63		—		—		222
Environmental		52		71		—		—		123
Community and government		734		93		—		—		827
Land, water use, and claims		614		—		81		—		695
Site activities		237		120		—		—		357
Site administration		208		461		1		—		670
	$	2,456	$	1,048	$	86	$	—	$	3,590

Nine months ended September 30, 2020	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	87	$	—	$	1	$	—	$	88
Drilling		181		77		—		—		258
Geological		564		231		4		—		799
Engineering		633		119		—		—		752
Environmental		106		108		—		—		214
Community and government		3,075		273		—		—		3,348
Land, water use, and claims		3,734		—		121		—		3,855
Project review		—		—		—		6		6
Site activities		769		414		—		—		1,183
Site administration		1,016		824		1		—		1,841
Recognition of site closure provisions		15		—		—		—		15
	$	10,180	$	2,046	$	127	$	6	$	12,359

Page 10

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

Three months ended September 30, 2019	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	24	$	14	$	—	$	—	$	38
Drilling		287		5		—		—		292
Geological		252		31		6		—		289
Engineering		194		4		—		—		198
Environmental		132		81		—		—		213
Community and government		892		111		—		—		1,003
Land, water use, and claims		774		119		81		—		974
Project management		38		—		—		—		38
Project review		—		—		—		27		27
Site activities		370		9		—		—		379
Site administration		46		131		—		—		177
	$	3,009	$	505	$	87	$	27	$	3,628

Nine months ended September 30, 2019	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	123	$	37	$	—	$	—	$	160
Drilling		1,016		5		—		—		1,021
Geological		756		472		32		—		1,260
Engineering		1,496		4		—		—		1,500
Environmental		449		81		—		—		530
Community and government		1,101		252		—		—		1,353
Land, water use, and claims		3,008		121		157		—		3,286
Project management		131		—		—		—		131
Project review		—		—		—		115		115
Site activities		800		465		—		—		1,265
Site administration		353		909		2		—		1,264
	$	9,233	$	2,346	$	191	$	115	$	11,885

Page 11

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

EQUIPMENT

	Cost									Accumulated depreciation									Net book value
	Begin of year		Changes during the period		Effect of FX			End of period		Begin of year		Changes during the period		Effect of FX			End of period		Begin of year		End of period
Machinery and equipment	$	324	$	14	$	(18	)	$	320	$	205	$	22	$	(4	)	$	223	$	119	$	97
Office equipment		36		—		(4	)		32		15		1		(1	)		15		21		17
Computers and software		150		15		(8	)		157		96		21		(3	)		114		54		43
Other equipment		—		2		—			2		—		—		—			—		—		2
Vehicles		21		35		(1	)		55		2		6		—			8		19		47
Buildings – leases		89		—		(2	)		87		18		20		—			38		71		49
Total	$	620	$	66	$	(33	)	$	653	$	336	$	70	$	(8	)	$	398	$	284	$	255

VALUE ADDED TAXES (“VAT”) RECOVERABLE

Our Mexican entities pay value-added taxes (called “IVA” in Mexico) on certain goods and services we purchase.

We also paid approximately 72 million Mexican pesos (approximately $3,860,000) of IVA on the initial acquisition of the Camino Rojo project, which is classified within exploration and evaluation assets as part of acquisition cost (note 5(a) and 5(d)).

IVA paid in Mexico is fully recoverable. However, IVA recovery returns in Mexico are subject to complex filing requirements and detailed audit or review by the fiscal authorities. Consequently, the timing of receipt of refunds is uncertain. Accordingly, we have classified Mexican IVA recoverable as long term.

TRADE AND OTHER PAYABLES

	September 30, 2020		December 31, 2019
Trade payables	$	964	$	492
Payroll related liabilities		233		208
Lease obligations – current		25		23
Interest payable on Camino Rojo project loan		—		79
	$	1,222	$	802

CAMINO ROJO PROJECT LOAN

The Credit Facility provides a total of US$125 million to the Company, available in three tranches. The first tranche of US$25 million was drawn down by the Company on December 18, 2019 upon execution of the definitive loan documentation. The second and third tranches provide US$50 million each, available for drawdown after satisfaction of conditions precedent, including the receipt of certain key permits required for the development of the Camino Rojo project.

Subsequent to the reporting period, the Company drew upon the second tranche of this Credit Facility.

Page 12

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

The Credit Facility is denominated in United States dollars, and bears interest at 8.80% per annum, payable quarterly commencing March 31, 2020, and is secured by all the assets of the Camino Rojo Project and the fixed assets of the Cerro Quema Project. The principal amount is due upon maturity at December 18, 2024, with no scheduled principal re-payments prior to maturity. The Company may prepay the loan, in full or in part, at any time during the term without penalty, by using cash flow from operations. The Credit Facility does not impose on the Company any mandatory requirements of hedging, production payments, offtake, streams, or royalties.

On December 18, 2019, the Company issued 32.5 million common share purchase warrants (with an exercise price of C$3.00 per warrant and expiry date of December 18, 2026) to the lenders in connection with the closing of the Credit Facility.

	Nine months ended September 30, 2020			Year ended December 31, 2019
Balance, beginning of year	$	12,961		$	—
Amounts drawn down during the period		—			25,000
Cash transaction costs		(35	)		(3,158	)
Warrants issued to the lenders		—			(8,968	)
Amortization of the transaction costs		283			86
Foreign exchange		236			1
Balance, end of period	$	13,445		$	12,961

10.

NEWMONT LOAN

As part of the Company’s acquisition of the Camino Rojo project from Newmont, Newmont agreed to provide interest-free loans to the Company for all the annual landholding costs on the Camino Rojo project from November 7, 2017 until December 31, 2019. The loans are to be repaid upon declaration of commencement of commercial production of a heap leach operation at the Camino Rojo Project. To the date of these financial statements, 219,446,000 pesos had been advanced by Newmont under this agreement. No further advances in respect of this loan are expected.

The original agreement provided that the Company may, at its option, repay any amounts owing to Newmont, prior to maturity, in the form of (a) a lump sum cash payment, (b) the issuance of additional common shares of the Company, or (c) a combination of cash and shares (subject to certain maximum ownership limits). During the reporting period, the Company agreed with Newmont that the repayment would be made in cash.

Because the loan is non-interest bearing, for accounting purposes at the date of each advance, we discount the expected payments using a risk-adjusted discount rate and an estimated repayment date. Amounts received in excess of fair value on the date of the advances were credited to exploration expense.

Page 13

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

	Mexican pesos (thousands)		Mexican pesos (thousands)			US dollars (thousands)
	Undiscounted		Discounted
At January 1, 2019		121,865		87,917		$	4,475
Advances received		97,601		72,897			3,676
Accretion during the year		—		21,886			1,104
Foreign exchange		—		—			392
At December 31, 2019		219,466		182,700		$	9,647
Accretion year to date		—		21,134			974
Modification gains arising from changes in estimates		—		(22,093	)		(1,019	)
Foreign exchange		—		—			(1,509	)
At September 30, 2020		219,466		181,741		$	8,093

11.

SITE CLOSURE PROVISIONS

	Camino Rojo Project		Cerro Quema Project		Total
At December 31, 2019	$	232	$	343	$	575
At September 30, 2020	$	215	$	343	$	558

12.

INTEREST AND FINANCE COSTS

	Three months ended September 30						Nine months ended September 30
	2020			2019			2020			2019
Accretion on Camino Rojo project loan (note 9)	$	646		$	—		$	1,950		$	—
Accretion on Newmont loan (note 10)		917			481			974			805
Interest expense on leases		1			2			4			3
Interest income		(61	)		(16	)		(210	)		(85	)
	$	1,503		$	467		$	2,718		$	723

13.

SHARE CAPITAL

(a)

Issued share capital

On April 3, 2020, the Company closed an equity financing of 36,600,000 common shares at a price of C$2.05 per common share for aggregate gross proceeds to the Company of C$75,030,000 ($54,959,000).

During the nine months ended September 30, 2020, the Company issued:

2,013,050 common shares pursuant to the exercise of warrants for proceeds of $2,806,000 (note 13(b)).

1,837,103 common shares pursuant to the exercise of stock options for proceeds of $1,689,000 (note 14(a)).

414,060 common shares pursuant to the vesting of RSUs (note 14(b)).

1,000,000 common shares pursuant to the vesting of bonus shares (note 14(d)).

Page 14

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)

Warrants

The following summarizes information about the number of warrants outstanding during the period.

Expiry date	Exercise price		December 31 2019		Issued		Exercised			September 30 2020
February 15, 2021	C$	2.35		8,790,600		—		(963,050	)		7,827,550
July 8, 2021	C$	0.62		570,000		—		(200,000	)		370,000
June 12, 2022	C$	1.65		5,842,500		—		(850,000	)		4,992,500
November 7, 2022	C$	1.40		3,000,000		—		—			3,000,000
December 18, 2026	C$	3.00		32,500,000		—		—			32,500,000
Total number of warrants				50,703,100		—		(2,013,050	)		48,690,050

Weighted average exercise price			C$	2.61		—	C$	1.88		C$	2.64

14.

SHARE-BASED PAYMENTS

The Company has four different forms of share-based payments for eligible recipients – stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), and bonus shares.

Share based payments expense	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Stock options	$	554	$	246	$	1,330	$	1,251
Restricted share units		151		122		410		296
Deferred share units		—		85		218		275
Bonus shares		—		127		131		373
Share based payments expense	$	705	$	580	$	2,089	$	2,195

Page 15

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(a)

Stock options

Stock options outstanding	Number			Weighted average exercise price
As at January 1, 2019		9,124,005		C$	1.23
Granted		2,199,322			1.08
Exercised		(1,358,491	)		1.16
Expired or cancelled		(47,500	)		1.48
As at December 31, 2019		9,917,336			1.20
Granted		2,233,438			2.91
Exercised		(1,837,103	)		1.23
Expired, forfeited or cancelled		(78,744	)		1.17
As at September 30, 2020		10,234,927		C$	1.57

Vested, December 31, 2019		7,229,622		C$	1.22
Vested, September 30, 2020		7,715,687		C$	1.37

The options granted during the nine months ended September 30, 2020 had an aggregate grant date fair value of $2,015,000 (C$2,729,000) which was determined using a Black Scholes option pricing model with the following assumptions:

Expected volatility 48%, expected life 5 years, Canadian dollar risk free interest rate 0.5%, dividends nil.

The options granted during the nine months ended September 30, 2019 had an aggregate grant date fair value of $737,000 (C$932,000) which was determined using a Black Scholes option pricing model with the following weighted average assumptions:

expected volatility 50%, expected life 5 years, Canadian dollar risk free interest rate 1.5%, dividends nil.

Subsequent to the reporting period, 175,000 stock options were exercised, for gross proceeds to the Company of $19,980.

(b)

Restricted Share Units

Number of RSUs outstanding:	Total			Number vesting in the year
	number			2020			2021			2022			2023
Outstanding, December 31, 2019		1,014,972			365,882			365,880			283,210			—
Awarded during the period		320,447			—			106,818			106,815			106,814
Settled or cancelled during the period		(414,063	)		(365,882	)		(24,091	)		(24,090	)		—
Outstanding, September 30, 2020		921,356			—			448,607			365,935			106,814

RSUs are valued based on the closing price of the Company’s common shares immediately prior to award.

Page 16

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(c)

Deferred Share Units

DSUs outstanding:
	Number
Outstanding, December 31, 2019		508,780
Awarded		135,745
Outstanding, September 30, 2020		644,525

DSUs are valued based on the closing price of the Company’s common shares immediately prior to award.

(d)

Bonus shares

Bonus shares outstanding:
	Number
Outstanding, December 31, 2019		1,500,000
Vested and issued during the period		(1,000,000	)
Outstanding, September 30, 2020		500,000
Vested, September 30, 2020		500,000

During 2017, the Board of Directors awarded 500,000 common shares to the non-executive Chairman of the Company as bonus shares. The bonus shares are subject to a vesting period from June 19, 2017 to June 18, 2020 (the “Eligibility Period”). If the non-executive Chairman ceases to be the director of the Company before the Eligibility Period ends, the bonus shares will be forfeited. The bonus shares will become issuable (1) after the Eligibility Period on the date that the non-executive Chairman ceases to act as a director of the Company, or (2) upon a change of control of the Company.

We estimated the fair value of the bonus shares ($1.31 each) based on the market price of the common shares at the date of the grant. The amount of $655,000 was recognized on a straight line basis over the Eligibility Period.

On November 13, 2018, the Board of Directors awarded 1,000,000 bonus shares to an officer of the Company. The bonus shares were structured in four tranches of 250,000 bonus shares each, vesting and issuable upon the achievement of certain share price thresholds particular to each tranche. Upon initial recognition we estimated the dates that each of these market condition tranches would vest, such dates ranging from December 2019 to March 2022. The award date fair value ($537,000, or $0.537 per bonus share) is recognized on a straight line basis over the estimated vesting periods. During the three months ended June 30, 2020, two of these tranches vested and the bonus shares were issued. The third and fourth tranches of 250,000 each vested during the three months ended September 30, 2020 and the bonus shares were issued. Consequently, the total fair value has been recognized as at September 30, 2020.

15.

RELATED PARTY TRANSACTIONS

The Company’s related parties include:

Related party		Nature of the relationship
Key management personnel		Key management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and members of the Board of Directors of the Company.

Page 17

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(a)

Key Management Personnel

Compensation to key management personnel was as follows:

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Short term incentive plans
Salaries	$	197	$	314	$	929	$	945
Directors’ fees		43		45		127		114
		240		359		1,056		1,059
Share based payments		271		531		1,390		1,801
Total	$	511	$	890	$	2,446	$	2,860

(b)

Transactions

The Company had no other material transactions with related parties, other than with key management personnel as described above, during the three and nine months ended September 30, 2020, or during the year ended December 31, 2019.

(c)

Outstanding balances at the Reporting Date

At September 30, 2020, estimated accrued short term incentive compensation to key management personnel totaled $403,000 and was included in accrued liabilities (December 31, 2019 – $540,000).

16.

SUPPLEMENTAL CASH FLOW INFORMATION

(a)

Non-cash activities

The non-cash investing and financing activities of the Company include the following:

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Financing activities
Stock options exercised, credited to share capital with an offset to reserves		1,174		329		1,352		329
Warrants exercised, credited to share capital with an offset to reserves		228		1,402		499		1,535
Shares issued on maturity of RSUs, credited to share capital with offset to reserves		46		5		335		167
Shares issued on vesting of bonus shares, credited to share capital with offset to reserves		36		—		394		—

Page 18

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)

Cash and cash equivalents

Cash consists of the following:

		September 30, 2020				September 30, 2019
Bank current accounts and cash on hand		$	41,743			$	3,876

17.

SEGMENT INFORMATION

(a)

Reportable segments

The operating segments of the Company are based on the reports which are reviewed by the chief operating decision maker (“CODM”) in making strategic resource allocation decisions. These operating segments are the Panamanian projects, the Mexican projects, and the corporate office. The projects are each managed by a dedicated General Manager and management team. Additionally, the corporate office oversees the plans and activities of early stage exploration projects, such as the Monitor Gold project.

None of these segments yet generate revenue from external customers, and each of the projects are focused on the exploration and evaluation of mineral properties.

(b)

Geographic segments

We conduct our activities in four geographic areas: Mexico, Panama, the United States, and Canada.

	Mexico		Panama		USA		Canada		Total
At September 30, 2020
Equipment	$	159	$	32	$	—	$	64	$	255
Exploration and evaluation assets		36,180		82,429		314		—		118,923

	Mexico		Panama		USA		Canada		Total
At December 31, 2019
Equipment	$	140	$	48	$	—	$	96	$	284
Exploration and evaluation assets		42,900		82,429		314		—		125,643

18.

CAPITAL MANAGEMENT

Our objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration, evaluation, and development of our mineral properties and to maintain a flexible capital structure. In the management of capital, we include long term loans and share capital.

There was no change to our policy for capital management during the three and nine months ended September 30, 2020.

We manage our capital structure and adjust it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the Company’s capital structure, we may issue new shares, take on additional debt, acquire or dispose of assets, or adjust the amount of cash and short-term investments. To maximize ongoing development efforts, we do not currently pay dividends.

Page 19

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

At the end of 2019, we entered into a Credit Facility (note 9) in respect of the Camino Rojo project pursuant to which we have drawn $25 million of a total available $125 million. The Credit Facility requires us to maintain a minimum working capital of $5 million.

Our investment policy is to invest the Company’s excess cash in low risk financial instruments such as term deposits and higher yield savings accounts with major Canadian banks. By using this strategy, the Company preserves its cash resources and is able to marginally increase these resources through the yields on these investments. Our financial instruments are exposed to certain financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.

Our ability to carry out our long-range strategic objectives in future years depends on our ability to generate positive cash flows from our mining operations and to raise financing from lenders, shareholders, and other investors. We continue to regularly review and consider financing alternatives to fund the Company’s ongoing exploration and development activities.

19.

FINANCIAL INSTRUMENTS

(a)

Fair value hierarchy

To provide an indication of the reliability of the inputs used in determining fair value, we classify our financial instruments into the three levels prescribed by the accounting standards.

	Level 1	The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted (unadjusted) market prices as at the reporting date. The quoted market price used for financial assets held by the Company is the closing trading price on the reporting date. Such instruments are included in Level 1.

	Level 2	The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, we include that instrument in Level 2.

	Level 3	If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. We have no financial assets or liabilities included in Level 3 of the hierarchy.

Page 20

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

At September 30, 2020, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Approximate fair value due to short term nature of the instrument		Fair value
Financial assets
Cash and cash equivalents	FVTPL	$	41,743	$	41,743	$	—	$	—	$	—	$	41,743
Accounts receivable	Amortized cost		64		—		—		—		64		64
Restricted funds	Amortized cost		383		—		383		—		—		383
		$	42,190		41,743	$	383	$	—	$	64	$	42,190

Financial liabilities
Trade payables	Amortized cost	$	964	$	—	$	—	$	—	$	964	$	964
Lease obligation	Amortized cost		47		—		47		—		—		47
Camino Rojo project loan	Amortized cost		13,445		—		13,445		—		—		25,000
Newmont loan	Amortized cost		8,093		—		8,093		—		—		8,538
		$	22,549	$	—	$	21,585	$	—	$	964	$	34,549

The fair value of the Newmont loan at September 30, 2020 was estimated at $8.5 million using an exchange rate of 22.4573 MXN/USD and a discount rate of 10.6%.

At December 31, 2019, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Approximate fair value due to short term nature of the instrument		Fair value
Financial assets
Cash and cash equivalents	FVTPL	$	23,106	$	23,106	$	—	$	—	$	—	$	23,106
Accounts receivable	Amortized cost		18		—		—		—		18		18
Restricted funds	Amortized cost		509		—		509		—		—		509
		$	23,633		23,106	$	509	$	—	$	18	$	23,633

Financial liabilities
Trade payables	Amortized cost	$	802	$	—	$	—	$	—	$	802	$	802
Lease obligation	Amortized cost		67		—		—		—		67		67
Camino Rojo project loan	Amortized cost		12,961		—		12,961		—		—		12,961
Newmont loan	Amortized cost		9,647		—		9,647		—		—		9,647
		$	23,477	$	—	$	22,608	$	—	$	869	$	23,477

Our policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

Page 21

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

20.

COMMITMENTS AND CONTINGENCIES

(a)

Commitments

During the period ended September 30, 2020, the Company issued purchase orders for long lead equipment necessary for the construction of the Camino Rojo mine. At September 30, 2020, these outstanding purchase orders and contracts totaled approximately $47,300,000 (December 31, 2019 – $2,483,000), which we expect will be filled within the next 12 months.

In the event of a change in control, the Company is committed to severance payments amounting to approximately $2,860,000 (December 31, 2019 – $2,020,000) to certain officers and management. No amounts have been recorded in these consolidated financial statements to reflect such severance payments.

(b)

Litigation

We may, from time to time, be a party to legal proceedings, which arise in the ordinary course of our business. We are not aware of any pending or threatened litigation that, if resolved against us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.

21.

EVENTS AFTER THE REPORTING PERIOD

(a)

Share Issuances

Subsequent to the reporting period, the Company drew on the second tranche of the Camino Rojo project loan (note 9) and issued common shares from the exercise of stock options (note 14(a)).

Page 22

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

22.

EFFECT OF THE CHANGE IN PRESENTATION CURRENCY

The effects of the change in presentation currency discussed in note 3 above were as follows.

(a)

Effect on the consolidated balance sheets as at December 31, 2019 and January 1, 2019

	December 31, 2019						January 1, 2019
	USD			CAD			USD			CAD
ASSETS
Current assets
Cash and cash equivalents	US$	23,106		C$	30,009		US$	12,234		C$	16,686
Accounts receivable		94			122			282			385
Prepaid expenses		53			64			151			206
		23,253			30,195			12,667			17,277
Restricted funds		509			662			150			205
Value added taxes recoverable		1,340			1,747			622			849
Equipment		284			370			252			344
Exploration and evaluation assets		125,643			163,383			124,099			169,282
TOTAL ASSETS	US$	151,029		C$	196,357		US$	137,790		C$	187,957

LIABILITIES
Current liabilities
Trade and other payables	US$	802		C$	1,042		US$	1,278		C$	1,743
Accrued liabilities		1,578			2,049			1,405			1,916
		2,380			3,091			2,683			3,659
Lease obligations		44			57			—			—
Camino Rojo project loan		12,961			16,833			—			—
Newmont loan		9,647			12,573			4,475			6,103
Accrued liabilities – long term		261			338			—			—
Site closure provisions		575			748			626			745
TOTAL LIABILITIES		25,868			33,640			7,784			10,507

SHAREHOLDERS' EQUITY
Share capital		159,230			208,186			153,852			201,077
Reserves		30,061			39,348			19,931			25,960
Accumulated other comprehensive income (loss)		(1,027	)		(1,036	)		(3,393	)		4,797
Accumulated deficit		(63,103	)		(83,781	)		(40,384	)		(54,384	)
TOTAL SHAREHOLDERS' EQUITY		125,161			162,717			130,006			177,450

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	US$	151,029		C$	196,357		US$	137,790		C$	187,957

Page 23

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)

Effect on the consolidated statement of loss and comprehensive loss for the nine months ended September 30, 2019

	Nine months ended September 30, 2019
	USD			CAD
EXPLORATION AND EVALUATION EXPENSES
Assays and analysis	US$	160		C$	213
Drilling		1,021			1,358
Geological		1,260			1,675
Engineering		1,500			1,993
Environmental		530			706
Community and government		1,353			1,867
Land and water use, claims and concessions		3,286			4,302
Project management		131			174
Project review		115			153
Site activities		1,265			1,682
Site administration		1,264			1,679
		11,885			15,802

GENERAL AND ADMINISTRATIVE EXPENSES
Office and administrative		381			506
Professional fees		374			496
Regulatory and transfer agent		95			126
Salaries and benefits		1,256			1,670
		2,106			2,798

OTHER EXPENSES (INCOME)
Depreciation		72			96
Share based payments		2,195			2,918
Interest and finance costs		723			961
Foreign exchange loss (gain)		19			27
		3,009			4,002

LOSS FOR THE YEAR	US$	17,000		C$	22,602

OTHER COMPREHENSIVE LOSS (INCOME)
Items that may in future periods be reclassified to profit or loss:
Foreign currency differences arising on translation of foreign operations		(305	)		4,805
TOTAL COMPREHENSIVE LOSS	US$	16,695		C$	27,407


Weighted average number of common shares outstanding (millions)		181.4			181.4

Loss per share - basic and diluted	US$	0.09		C$	0.12

Page 24

Exhibit 99.03

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

Amounts in United States dollars

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

I. Overview

Orla Mining Ltd. is a mineral exploration and development company which trades on the Toronto Stock Exchange under the ticker symbol OLA. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries.

Our corporate strategy is to acquire, develop and operate mineral properties where our expertise can substantially increase shareholder value. We have two material gold projects with near-term production potential based on open pit mining and heap leaching – the Camino Rojo Oxide Gold Project located in Zacatecas State, Mexico, and the Cerro Quema Gold Project located in Los Santos Province, Panama.

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company should be read in conjunction with our condensed consolidated interim financial statements for the quarter end September 30, 2020. You can find additional information regarding the Company, including our Annual Information Form, on SEDAR¹ under the Company’s profile at www.sedar.com.

All monetary amounts herein are expressed in United States dollars ($ or US$) unless otherwise stated. C$ refers to Canadian dollars.

This MD&A is current as of November 12, 2020.

Hans Smit, P.Geo, is the Qualified Person, as the term is defined in National Instrument 43-101 (“NI 43-101”). He has reviewed and approved the technical information disclosed in this MD&A.

II. HIGHLIGHTS

During the quarter ended September 30, 2020, and to the date of this MD&A:

CAMINO ROJO OXIDE PROJECT DEVELOPMENT

During the quarter, the Company’s Environmental Impact Statement (“Manifestos de Impacto Ambiental” or “MIA”) was granted approval from the Mexican Federal Environmental Department ("SEMARNAT") for the development of the Camino Rojo Oxide Gold Project (“Camino Rojo”) located in Zacatecas State, Mexico.

Current construction activities include mobilization of the earthworks contractor, installation of the construction camp and offices, drilling water wells and site fence erection. The power line to site has been approved by the federal electricity commission and construction is currently underway ahead of schedule.

The next phase of construction will be the earthworks. As a condition of the MIA, Orla submitted a Technical Economic Study to SEMARNAT on August 27, 2020. SEMARNAT is reviewing this Technical Economic Study, and upon acceptance, they will determine the amount of the environmental bond required to be placed. Earthworks can commence once we place the required environmental bond.

At September 30, 2020, detailed engineering was 87% complete and amounts committed for equipment and contracts totaled $77 million to date.

Major contracts for earth moving and civil works have been awarded. Earthworks can start once the required environmental bond is in place.

Process plant equipment, including crusher and conveyors, is expected to start arriving on site in November 2020.

¹ SEDAR is the System for Electronic Document Analysis and Retrieval, a filing system operated by the Canadian Securities Administrators, accessible at: www.sedar.com

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Financing and Corporate

The receipt of the MIA satisfied one of the key conditions precedent to the drawdown of the remaining $100 million available on the previously announced $125 million project finance facility (“Credit Facility”).

Cash and cash equivalents balance on September 30, 2020 of $42 million.

Drawdown of $50 million for the second tranche of the Credit Facility occurred on October 30, 2020.

Appointed Sean Spraggett as the General Manager, Panama, in July 2020.

Appointed Sylvain Guerard as the Senior Vice President, Exploration, in August 2020.

Exploration and Other Project Development

A trenching program was completed in Mexico during the third quarter while a 6,000-meter reverse circulation (“RC”) drill program is 50% complete. Drilling will continue in the fourth quarter. A geophysics program consisting of 238 kilometres (“km”) of induced polarization (“IP”) lines was started and will continue in the fourth quarter.

In Panama, the Company continued work on the Cerro Quema Pre-Feasibility Study update. Specific ongoing workflows include resource modelling, process and metallurgy design, geotechnical drilling, hydrology testing, and environmental study and review. The geotechnical drilling to support the study began during the third quarter.

A regional exploration drilling program in Panama is planned for the fourth quarter and will focus on the areas of La Pelona, Sombrero, Idaida and Caballito. Resource work continues on the Caballito copper-gold discovery.

COVID-19 Global health emergency

The global outbreak of the novel coronavirus (“COVID-19”) in 2020 has had a significant impact on businesses through restrictions put in place by governments around the world, including the jurisdictions in which we conduct our business. Our activities have been restricted by government orders related to, among others, travel, business operations, and stay-at-home orders. As of the date of this MD&A, it is not possible to determine the extent of the impact that this global health emergency will have on our activities as the impacts will depend on future developments which themselves are highly uncertain and cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, its extent and intensity, the duration of the outbreak, and possible government, societal, and individual responses to the situation.

On March 20, 2020, Orla suspended all activities at the Camino Rojo and Cerro Quema projects due to government mandated stay-at-home orders issued in response to the COVID-19 Global Health Emergency. Both operations have established COVID-19 committees that meet regularly to discuss operational protocols and safety measures and update as necessary.

Authorization to resume activities at Camino Rojo was received from the Mexican health authorities on May 23, 2020 after a plan was presented and all requirements had been met for a safe return to work. Government offices have resumed reviewing permit applications, although at a reduced capacity. Procurement and detailed engineering work continue on a remote basis. However, should there be changes to the current situation, our construction schedule and consequently our timing to production may be affected.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

On June 1, 2020, the Panamanian government announced Block 2 of re-opening, which includes the mining industry. We submitted COVID-19 protocols for the re-opening of site operations and on July 8, 2020 we received approval from the Ministry of Health of Panama for a gradual re-opening of activities. In September 2020 the government moved to Block 4 of its reopening plan, lifting in-country travel restrictions, allowing hotels to open and domestic air travel. On October 12, 2020 international travel resumed. Exploration activities restarted in September 2020 and drilling started in October.

Return-to-work plans and protocols have been implemented at Cerro Quema, Panama, and Camino Rojo, Mexico, and approved by the health authorities. The Company has implemented strict COVID-19 protocols, including rigorous screening and testing programs at the site operations.

We continue to maintain robust organization-wide COVID-19 prevention protocols to support the health of our employees and local communities. Orla is closely monitoring the potential impacts from the pandemic on areas including equipment delivery and logistics, construction costs and schedule, as well as community and government relations.

III. OUTLOOK AND UPCOMING MILESTONES

We remain focused on advancing the Company’s strategic objectives and near-term milestones, which include the following:

Continue to maintain robust organization-wide COVID-19 prevention protocols to support the health of our employees and local communities.

Continue safe and controlled mobilization at Camino Rojo as part of project construction.

Complete Layback Agreement with Fresnillo for the Camino Rojo Oxide Project.

Advance exploration programs at Camino Rojo and Cerro Quema.

Progress Camino Rojo Sulphide Project studies.

Update the Pre-Feasibility Study at Cerro Quema Oxide Project.

Release a maiden mineral resource estimate for the Caballito discovery at Cerro Quema in Panama.

IV. DISCUSSION OF OPERATIONS

Camino Rojo, Mexico

Project Description and History

The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S-SE of Newmont Corporation’s (“Newmont”) Peñasquito Mine and consists of seven concessions covering in aggregate 163,127 hectares. Camino Rojo is comprised of a near-surface oxide gold and silver deposit, a deeper sulphide zone containing gold, silver, zinc and lead mineralization, and a large area with untested exploration potential.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Canplats Resources Corporation (“Canplats”) initially discovered gold-silver mineralization at Camino Rojo in 2007, and subsequently completed 39,725 metres of drilling, largely delineating the shallow oxide mineralization. Canplats also carried out metallurgical studies prior to being acquired by Newmont in 2010. Newmont then completed more than 250,000 metres of drilling, conducted airborne and ground geophysical surveys, did extensive geological and mineralogical investigations, and conducted numerous metallurgical studies, which included detailed mineralogical studies, column leach tests on oxide material, size fraction analysis, variability test work and sulphide flotation studies.

The Ejido San Tiburcio holds the surface rights over the main area of known mineralization. Exploration has been carried out under the authority of agreements between the project operators and the Ejido San Tiburcio. There is a 30-year temporary occupation agreement in place with the Ejido San Tiburcio, with the right to expropriate, covering all the area of the mineral resource and area of potential development described in the “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project Municipality of Mazapil, Zacatecas, Mexico” dated effective June 25, 2019 (the “Camino Rojo Report”). Other temporary occupation agreements allow surface access for exploration activities in various other parts of the concession package. The Company has water rights in the area of the proposed development.

In November 2017, we acquired the Camino Rojo Project from Goldcorp Inc.¹ (now, “Newmont”). A 2% net smelter return royalty on the sale of all metal production from the oxide material at Camino Rojo (the “Oxide Royalty”) was granted to Newmont as part of the acquisition.

The Company and Newmont also entered into an option agreement regarding the potential development of sulphide operations at Camino Rojo. Pursuant to the option agreement, Newmont will, subject to the applicable sulphide project meeting certain thresholds, have an option to acquire a 60% or 70% interest in the applicable sulphide project (“Sulphide Option”). Where Newmont decides not to exercise its Sulphide Option, a 2% net smelter return royalty will be granted on metal production from sulphide material (the “Sulphide Royalty”). On September 21, 2020, Newmont announced that it had entered into an agreement to sell the Oxide Royalty. Orla maintains a right of first refusal on the Oxide Royalty which expires on December 20, 2020.

The Company has full rights to explore, evaluate, and exploit the property. However, if sulphide projects are defined through one or more positive pre-feasibility studies with development scenarios either (i) exceeding 500 million tonnes of proven and probable reserves developed as a standalone operation, or (ii) using the existing infrastructure at the Peñasquito mine, Newmont would have an option to enter into a joint venture with Orla at a 60% or 70% level, respectively, for the purpose of future exploration, advancement, construction, and exploitation of such a sulphide project. Upon meeting one of the development scenario criteria, if Newmont then chooses to exercise its option, Orla’s share of the costs to develop a sulphide project would be, at Orla’s option, carried to production by Newmont. If Newmont acquires a portion of a sulphide project in the future through the exercise of its option, Orla will retain a right of first refusal on the future sale by Newmont of any portion of that sulphide project. The Camino Rojo Asset Purchase Agreement was filed on SEDAR on June 28, 2017. Details of the joint venture are available in our news release dated November 7, 2017, which is available here.

¹ Goldcorp Inc. is a predecessor company to Newmont, prior to April 18, 2019. Newmont is a publicly traded company resulting from the combination of Newmont Mining Corporation and Goldcorp Inc., effective April 18, 2019.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Camino Rojo Feasibility Study

The Camino Rojo Feasibility Study considers near-surface open pit mining of 44.0 million tonnes of oxide and transitional ore at a throughput rate of 18,000 tonnes per day for an average life of mine gold production of 97,000 ounces annually. Ore from the pit will be crushed to 80% passing 28 mm, conveyor stacked onto a heap leach pad and leached using a low concentration sodium cyanide solution. Pregnant solution from the heap leach will be processed in a Merrill-Crowe recovery plant where gold and silver will be precipitated and doré will be produced. The site's proximity to infrastructure, low stripping ratio, compact footprint and flat pad location all contribute to project simplicity, low initial capital of $123 million and low estimated all-in sustaining cost (“AISC”) of $576 per ounce of gold.

The Feasibility Study was prepared by a team of independent industry experts led by Kappes Cassiday and Associates ("KCA") and supported by Independent Mining Consultants ("IMC"), Resource Geosciences Incorporated ("RGI"), Barranca Group LLC, Piteau Associates Engineering Ltd., and HydroGeoLogica Inc. (“HGL”).

The Feasibility Study incorporates geological, assay, engineering, metallurgical, geotechnical, environmental, and hydrogeological information collected by Orla and previous owners since 2007, including 370,566 metres of drilling in 911 holes. Predicted average gold recoveries of 64% are based on results from 85 column tests.

Operating costs are based on contract mining with all other mine components being owned and operated by Orla. Capital costs were estimated using budgetary supplier quotes for all major and most minor equipment as well as contractor quotes for major construction contracts.

The proposed mine is located 3 kilometres from a paved four lane highway and approximately 190 kilometres from the city of Zacatecas. The area is flat and there are no known social or environmental impediments to mining. Orla has all surface, mineral and water rights required to develop the project as presented in the Feasibility Study and existing wells produce in excess of the average 24 litres per second of water required for the project.

There are no residents within the area of proposed development. The town of San Tiburcio is located 4 kilometres to the east of the proposed development. Orla has a Collaboration and Social Responsibility Agreement with the Ejido San Tiburcio and a 30-year temporary occupation agreement with an expropriation right over the 2,497 hectares covering the proposed pit and infrastructure area. Orla has an active community and social program in San Tiburcio and other nearby communities of El Berrendo and San Francisco de los Quijano.

Government review of the documents required to obtain an operating permit was delayed by COVID-19 closures and the final permit was received in August 2020. The approval of the MIA is conditional upon Orla meeting certain customary conditions and standard requirements, which the Company has completed and submitted to SEMARNAT and is awaiting confirmation. Orla now has the two principal permits necessary and construction activities that do not involve significant ground disturbance have been initiated. Current construction activities include mobilization of the earthworks contractor, installation of the construction camp and offices, drilling water wells and site fence erection. The power line to site has been approved by the federal electricity commission and construction is currently underway. Detailed engineering is nearly complete. Procurement remains on track and we expect first gold production in the fourth quarter of 2021.

Mineral Reserves

Camino Rojo comprises intrusive related, sedimentary strata hosted, polymetallic gold, silver, arsenic, zinc, and lead mineralization. The mineralized zones correspond to zones of sheeted sulphidic veins and veinlet networks, creating a bulk-mineable style of gold mineralization. Mineralization is almost completely oxidized to a depth of approximately 120 metres and then variably oxidized below (transitional to sulphide). The mineral resource estimate was divided into oxide, high and low transitional, and sulphide material. Only the oxide and transitional material were considered in the Feasibility Study for heap leach extraction.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

The mineral reserve estimate for Camino Rojo is based on an open pit mine plan and mine production schedule developed by IMC. All mineral reserves are located on, and are accessible from, Orla's concessions and support the 6.8-year mine life.

The mineral reserve estimate at Camino Rojo includes proven and probable mineral reserves of 44.0 million tonnes at a gold grade of 0.73 grams per tonne ("g/t") and a silver grade of 14.2 g/t, for total mineral reserves of 1.03 million ounces of gold and 20.1 million ounces of silver. All mineral reserves are contained and accessible from within Orla's mineral concessions.

Mineral Resources

As part of the Feasibility Study efforts, IMC updated the mineral resource estimate from the previous estimate prepared as of April 27, 2018 and previously reported in Orla's May 29, 2018 news release. Mineral resources were divided between oxide and transitional material that could possibly be extracted by open pit mine and processed in a heap leach operation ("Leach Resource") and sulphide material that could possibly be extracted by open pit and processed in a mill ("Mill Resource"). For the Mill Resource, estimates were made for contained gold, silver, lead, and zinc. As lead and zinc would not be recovered in a heap leach operation, only gold and silver were estimated for the Leach Resource.

Updated measured and indicated mineral resources, inclusive of mineral reserves, amount to 353.4 million tonnes at 0.83 g/t gold and 8.8 g/t silver, resulting in an estimated 9.46 million ounces of gold and 100.4 million ounces of silver. Inferred mineral resources are 60.9 million tonnes at 0.87 g/t gold and 7.4 g/t silver, resulting in an estimated 1.70 million ounces of gold and 14.5 million ounces of silver.

The mineral reserve and resource estimate for Camino Rojo is available in the Company’s Annual Information Form which was filed on SEDAR on March 23, 2020, and is also accessible on the Company’s website at www.orlamining.com. All the mineralization comprised in Orla’s mineral resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by Orla. However, the mineral resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto lands where mineral title is held by Fresnillo and that waste would be mined on Fresnillo’s mineral titles. Any potential development of the Camino Rojo Project that includes an open pit encompassing the entire mineral resource estimate would be dependent on executing the Layback Agreement with Fresnillo, which addresses the oxide and transition portion of the mineral resources that are amendable to heap leaching, and a subsequent agreement addressing the sulphide mineral resources that are not amendable to heap leaching. It is estimated that approximately two-thirds of the mineral resource estimate is dependent on the proposed Layback Agreement and a subsequent agreement being obtained with Fresnillo.

The Feasibility Study in the Camino Rojo Report was based on only a portion of the total mineral resource estimate and was prepared on the assumption that no mining activities would occur on Fresnillo’s mineral titles. Accordingly, delays in, or failure to obtain, the Layback Agreement with Fresnillo to conduct mining operations on its mineral titles would have no impact on the timetable or cost of development of the potential mine modelled in the Camino Rojo Report.

Additional details on mineral reserve and resource assumptions, risks and data verification can be found in the independent technical report dated June 25, 2019 prepared in accordance with the requirements of NI 43-101 and available at www.sedar.com under Orla's profile and on the Company’s website at www.orlamining.com.

Layback Agreement

On March 23, 2020, Orla announced that it had entered into a non-binding letter agreement with Fresnillo as to the commercial terms on which the Corporation would obtain the right to expand the oxide pit at the Camino Rojo Project onto part of Fresnillo’s mineral concession located immediately to the north of Orla’s property under a proposed Layback Agreement. The proposed Layback Agreement will allow access to oxide and transitional heap leachable mineral resources on Orla’s property below the open pit outlined in the Camino Rojo Report. In addition, the Layback Agreement will provide Orla with the right to mine from Fresnillo’s mineral concession, and recover, for Orla’s account, all oxide and transitional material amenable to heap leaching that are within an expanded open pit.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Under the terms of the proposed Layback Agreement, Orla would pay Fresnillo a total cash consideration of $62.8 million based on the following schedule: (i) $10 million due upon the execution of the Layback Agreement; (ii) $15 million due upon Orla having received all funding and permits required for construction and development; or July 1, 2020, whichever is sooner (as both of these events have occurred, this term was subsequently revised to the date the Layback Agreement is entered into); (iii) $15 million due no later than (a) 12 months following the commencement of commercial production at the Camino Rojo Project or (b) December 1, 2022, whichever is earlier; and (iv) $22.8 million due no later than (a) 24 months following the commencement of commercial production at the Camino Rojo Project or (b) December 1, 2023, whichever is earlier. The amounts for the third and fourth payments shall bear an interest rate of 5% per annum from the date the Layback Agreement is entered into until the date of payment.

The non-binding letter agreement with Fresnillo has a term of 12 months and remains subject to execution of the Layback Agreement between the parties, which is currently underway and expected during the fourth quarter of 2020. The proposed Layback Agreement will not preclude or restrict Fresnillo from participating in any future development of the sulphide mineral resource at the Camino Rojo Project.

There can be no assurance that we will be able to negotiate the proposed Layback Agreement on terms that are satisfactory to us or that there will not be delays in obtaining the necessary agreement. Delays in, or failure to obtain, the proposed Layback Agreement with Fresnillo to conduct mining operations on its mineral titles would affect the development of a portion of the oxide and transitional mineral resources of the Camino Rojo Project that are not included in the Feasibility Study, in particular by limiting access to mineralized material at depth. We will require a different agreement with Fresnillo to develop the sulphide portion of the mineral resources. Should a subsequent agreement to access the sulphide mineral resource with Fresnillo not be obtained on favourable terms, the economics of any potential mine development using the full mineral resource estimate would be significantly negatively impacted.

An update to the Camino Rojo Oxide Gold Project Feasibility Study is being prepared to include the layback area resulting in a larger oxide pit.

Permitting

Exploration and mining activities in Mexico are subject to control by SEMARNAT, the federal government department which has authority over the two principal permits: (1) the Environmental Impact Statement (“Manifesto de Impacto Ambiental” or “MIA”, accompanied by a Risk Study), and (2) a Change of Land Use permit (“CUS”) accompanied by a Technical Justification Study (“ETJ”).

In early 2018, Orla resumed environmental assessment activities on the project and surrounding area under the guidance of independent environmental permitting consultant Patricia Aguayo. Data from this work was used in conjunction with information collected by previous operators and project information collected from Orla's consulting engineers to prepare the documents needed to apply for the MIA and CUS permits. The project is not located in an area with any special federal environmental protection designation and no factors were identified that would be expected to hinder authorization of required environmental permits.

We submitted permitting documents to SEMARNAT during the third quarter of 2019. We were notified that the CUS was accepted on December 12, 2019 and we paid the required fees on January 17, 2020. On August 13, 2020, the Company received approval of its MIA. The Company has received the two principal permits necessary for commencement of construction activities at Camino Rojo.

The approval of the MIA was conditional upon Orla meeting certain customary conditions and standard requirements. One of the conditions was the completion of a Technical Economic Study which was submitted to SEMARNAT on August 27, 2020. SEMARNAT is reviewing this Technical Economic Study, and upon acceptance, they will determine the amount of the environmental bond required to be placed. Earthworks can commence once we place the required environmental bond. All other conditions of the MIA have been met or submitted and we are awaiting confirmation from SEMARNAT.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

We plan to build and operate the project in accordance with International Finance Corporation Performance Standards, as well as International Council on Mining and Metals principles. We have contracted ERM, a global consulting company, to review the environmental assessment and proposed mitigation measures for the project.

Development activities

Since submitting our permit applications in August 2019, we have focused our work on the detailed engineering and planning required to start construction in 2020. In September 2019, we awarded the engineering, procurement, and construction management (“EPCM”) contract for the Camino Rojo Oxide Gold Project to M3 Engineering & Technology Corporation (“M3”), a full service EPCM firm headquartered in Tucson, Arizona.

As of September 30, 2020, approximately 87% of the detailed engineering had been completed. We have placed purchase orders for major equipment and materials and have made cash down payments totaling approximately $18 million for these items.

Additional activities completed during the quarter include:

COVID-19 Emergency Committee continued to meet as part of monitoring the latest information on the pandemic, and to develop plans and protocols for the safe return to work.

Continued detailed engineering.

Approximately 50% of the project has been committed for purchase orders and contracts. Total cash payments to date on the overall project amount to approximately $27 million.

Camino Rojo Project Loan

In December 2019, the Company entered into a loan agreement with Trinity Capital Partners Corporation (“Trinity Capital”) and certain other lenders with respect to a credit debt facility of $125 million for the development of the Camino Rojo Oxide Gold Project (the “Credit Facility”). The Credit Facility was arranged by Trinity Capital and includes a syndicate of lenders led by Agnico Eagle Mines Limited (“Agnico Eagle”), Pierre Lassonde, and Trinity Capital.

The Credit Facility provides a total of $125 million to the Company, available in three tranches. The first tranche of $25 million was drawn down by the Company on December 18, 2019 upon execution of the definitive loan documentation. The second tranche of $50 million was drawn down on October 30, 2020. The third and final tranche provides $50 million and must be drawn within six months of the second tranche. There is no guarantee that all conditions precedent and covenants will be met in a timely manner and failure to do so could delay or prevent further draws from the Credit Facility in the future.

Regional exploration

As well as development-related activities, we continue to conduct a regional exploration program. Work completed during the quarter included mechanical trenching, geophysical IP survey and RC drilling.

A mechanical trenching program (5 trenches) was completed at the Las Miserias target where previous prospecting work identified silicified breccias along a major fault named Cerros del Aire. This trenching work provided us with valuable geological and geochemical information to orient follow-up work including planned geophysical IP survey.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Geophysical IP surveying was initiated on September 2, 2020 to cover prospective target areas supported by favourable geology, deformation, alteration, and anomalous geochemistry. A total of 72 km of IP lines were executed in September 2020 at the Las Miserias, Majoma and Hacheros targets.

A 6,400 metre RC drill program started on July 29, 2020, with 2,800 metres completed at the end of September 2020. The RC drilling has been performed at the Las Miserias target area to test a large IP chargeability anomaly lying under soil cover. A total of seven RC holes have been completed but no significant assay results have been reported. The IP anomaly appears to be generated by weak pyrite mineralization combined with high amount of water in some structures.

Community and social

We maintain an active community, social relations, and environmental management program. During the quarter, there were no environmental incidents. Community activities during the third quarter of 2020 were primarily focused on supporting our local communities and the challenges faced as result of COVID-19 impacts:

Provided support to the local communities during the COVID-19 pandemic including the donation of food, medical and protective equipment;

Provided training and educational materials regarding the coronavirus to local communities;

Continued to provide support to the community in efforts to maintain a doctor assigned to the community.

At Camino Rojo, the Company is working in collaboration with various local service providers like truck drivers to ensure they have an opportunity to participate in construction activities. An updated database of local services and people available for work has been provided to our contractors as the Company seeks to encourage opportunities for local procurement and employment.

Orla’s community relations team continues to maintain communications with our local communities to understand how the Company can best support them. However, because of COVID-19 protocols which include necessary physical distancing, Orla has reduced direct contact with the local communities as a precautionary measure.

Cerro Quema Project, Panama

Project Description and History

Our 100%-owned Cerro Quema Project is located on the Azuero Peninsula in Los Santos Province, in south western Panama, about 45 kilometres southwest of the city of Chitre and about 190 kilometres southwest of Panama City. The project is at the exploration and development stage for a proposed open pit mine with process by heap leaching. We own the mineral rights as well as the surface rights over the areas of the current mineral resources and mineral reserves, proposed mine development, and the priority drill targets.

The Company owns the surface rights for land required to mine the Cerro Quema mineral reserves and to construct and operate a heap leach facility.

A predecessor company to Orla issued a mineral resource estimate and a Pre-Feasibility Study for Cerro Quema, and an independent technical report entitled “Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014 with an effective date of June 30, 2014 (the “Cerro Quema Report”¹).

¹ The “Cerro Quema Report” is an independent technical report for the Cerro Quema Project entitled “Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014 with an effective date of June 30, 2014 prepared by Eugene Puritch, P. Eng., Richard H. Sutcliffe, P.Geo., Tracy Armstrong, P.Geo., Antoine Yassa, P.Geo., David Burga, P.Geo., Kenneth Kuchling, P.Eng., and Fred Brown, P.Geo., of P&E Mining Consultants Inc., Gene Tortelli, PE, George Lightwood, PE, and David Brown, P.Geo., of Golder Associates Inc., and Mark Gorman, PE of KCA.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

The Cerro Quema Report envisions a standard open pit mine with two pits, one at La Pava and one at Quemita, coupled with a 10,000 tonne per day heap leach facility to extract the gold. The project estimates average head grade of 0.77 g/t Au, crush size of 80% passing minus 50 mm, and an average gold recovery of 86%. This would result in 418,000 ounces of gold production over a 5.3-year mine life.

The Cerro Quema Report, which contains the 2014 mineral resource and mineral reserve estimate and Pre-Feasibility Study, was filed on SEDAR by Pershimco Resources Inc. on August 22, 2014. You can download it from SEDAR at www.sedar.com or from the Company’s website at www.orlamining.com.

Environmental and permitting

We have an ongoing environmental management plan that includes maintaining sediment dams, reforestation of previously disturbed areas and active sediment control activities. Baseline surface water quality sampling and groundwater level measurements are also ongoing.

On March 6, 2017, the Ministry of Commerce and Industry provided written confirmation to the Company that it had received the extension applications, and that exploration work could continue while the Company waits for the renewal. We have received verbal assurances from government officials that the renewal applications are complete with no outstanding legal issues. On April 26, 2017, the Company received authorization from the Ministry of Environment to drill in two areas outside of the existing permitted drill area. On June 28, 2017, the Company received a permit to use water for drilling. In October and November 2017, we received a permit for copper exploration, and two permits allowing temporary use of water for exploration drilling.

On May 8, 2018, we received a permit to drill in the Sombrero zone and on May 11, 2018, we received two permits to use water for drilling. In May 2018, an existing permit that allows drilling in the areas of the current mineral resources was extended for two years. In October 2018, the government accepted the payment our 2018 annual concession fees.

In February 2019, we paid the 2019 concession fees. On February 11, 2019, we received a new drilling permit for the Pelona area in the eastern part of the concessions. All drill permits are currently active.

We received two additional temporary water permits on January 13, 2020. On February 3, 2020, we paid the annual concession fees, which were accepted.

Corporate Social Responsibility

We have an active community relations program that includes providing hot lunches to 5 to 15-year-old children studying in the 12 schools located within a 15-km radius of the Cerro Quema project. We also provide support for various local amateur sports teams, a youth orchestra, local fairs, and cultural events.

Exploration

On June 1, 2020, the Panamanian government announced Block 2 of re-opening, which includes the mining industry. We submitted COVID-19 protocols for the re-opening of site operations and on July 8, 2020 we received approval from the Ministry of Health of Panama for a gradual re-opening of activities. In September 2020, the government moved to Block 4, lifting in-country travel restrictions, allowing hotels to open and domestic air travel. On October 12, 2020, international travel resumed.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Exploration drilling restarted on October 24, 2020. Current exploration activities are focused on advancing the Caballito copper-gold sulphide discovery and exploring for additional zones with similar mineralization. This style of mineralization, identified in 2018, presents potential value to the project in addition to the current heap-leach oxide gold project. The trend that hosts the Caballito mineralized zone, the Quemita deposit area and the Pelona target in the eastern part of the project provides prospective target areas for additional Caballito-style copper-gold (low-arsenic) mineralization.

Pre-Feasibility Study

We are in the process of updating the Cerro Quema Pre-Feasibility Study (“PFS”) on the oxide heap leach gold project initially completed in 2014. This will include updated mineral reserve and mineral resource estimates, mining plans, process plans, cost estimates, and additional geotechnical, environmental, and metallurgical investigations. Geotechnical drilling started in mid-September 2020.

Non-GAAP Measures

We have included herein certain performance measures (“non-GAAP measures”) which are not specified, defined, or determined under generally accepted accounting principles (in our case, International Financial Reporting Standards, or “IFRS”).

These are common performance measures in the gold mining industry, but because they do not have any mandated standardized definitions, they may not be comparable to similar measures presented by other issuers. Accordingly, we use such measures to provide additional information and you should not consider them in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles (“GAAP”).

All-In Sustaining Costs ("AISC")

We have provided an AISC performance measure that reflects all the expenditures that are required to produce an ounce of gold from operations. While there is no standardized meaning of the measure across the industry, our definition conforms to the all-in sustaining cost definition as set out by the World Gold Council in its guidance dated June 27, 2013. We believe that this measure is useful to external users in assessing operating performance and the Company’s ability to generate free cash flow from current operations. Subsequent amendments to the guidance have not materially affected the figures presented.

V. SUMMARY OF QUARTERLY RESULTS

The figures in the following table are based on the accompanying condensed consolidated interim financial statements which were prepared in accordance with IAS 34 of International Financial Reporting Standards.

Effective January 1, 2020, we changed our presentation currency to United States dollars. Internally, we budget in US dollars, report internally in US dollars, our project debt is denominated in US dollars, and our engineering and EPCM reports are presented in US dollars. We believe that presenting our financial information in US dollars is more useful to us internally to manage the business, and more useful to readers because of greater comparability and greater congruence with the underlying currencies of significant transactions.

Page 12

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

This change in the financial statement presentation currency is an accounting policy change and we have accounted for it retrospectively. The functional currencies of all our entities remained unchanged. We translated the income statements at the average exchange rates for each reporting period. We recognized exchange differences arising from translating our subsidiaries’ financial results to United States dollars in other comprehensive income.

$ thousands	2020-Q3			2020-Q2			2020-Q1		2019-Q4		2019-Q3		2019-Q2		2019-Q1		2018-Q4
Exploration expense	$	3,590		$	1,166		$	7,603		3,069		3,630		2,612		5,642		5,046
General and administrative		162			194			185		150		97		83		201		140
Professional fees		425			230			176		165		170		110		94		134
Regulatory and transfer agent		11			66			82		111		30		34		31		158
Salaries and wages		563			527			264		730		423		450		383		640
Depreciation		23			25			22		6		25		25		22		40
Share based payments		705			612			772		374		580		673		942		807
Interest and finance costs		1,503			609			606		446		467		34		221		63
Foreign exchange		1,688			(1,220	)		479		139		—		8		13		(88	)
Other gains and losses		(1,019	)		—			—		—		—		—		—		—
Net loss		7,651			2,209			10,189		5,190		5,422		4,029		7,549		6,940
Loss per share (basic and diluted)	$	0.03		$	0.01		$	0.05	$	0.03	$	0.03	$	0.02	$	0.04	$	0.04

In 2020, we began detailed engineering for the mine at Camino Rojo, and during the third quarter we received the necessary permits to commence construction.

In 2019, we worked on, completed, and publicly filed the feasibility study for Camino Rojo. We commenced detailed engineering and planning for construction of Camino Rojo. Quarterly variations are due to seasonality and timing of mining concession fees, drilling activities and awaiting results from previous quarters’ exploration activities.

Administrative costs and professional fees have trended with the level of activity of the Company, and with major regulatory events such as financings and public listings. In 2018-Q4 we commenced trading on the Toronto Stock Exchange, and in 2019-Q4 we closed a $125 million project credit facility – both events caused one-time increases in regulatory fees and legal fees.

Salaries have generally increased in 2019 and into 2020 as we have grown our team in preparation for the construction phase at Camino Rojo. In 2018-Q4, we accrued for payments related to the departure of the former CEO. In 2019-Q4 we incurred payments related to the departure of the former COO.

Interest income is directly related to cash on hand and prevailing interest rates.

The Company received $25 million in 2019-Q4 as a first draw on the Camino Rojo project loan, which caused an increase in interest expense, and we can expect larger swings in foreign exchange gains and losses, starting in that quarter. We incurred loan initiation costs and those are being amortized over the next five years.

Foreign exchange gains and losses vary based on fluctuation of the Canadian dollar and the Mexican peso versus the US dollar. Near the end of 2020-Q1, there were unusually large swings in the Canadian dollar to US dollar and the Mexican peso to US dollar exchange rates related to economic uncertainty arising from the COVID-19 pandemic.

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ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

VI. THIRD QUARTER OF 2020

The following table is based on accompanying condensed consolidated interim financial statements prepared in accordance with IFRS. Figures are expressed in thousands of United States dollars.

$ 000’s				Comparison to last quarter						Comparison to same quarter last year
	2020-Q3			2020-Q2			Difference			2019-Q3		Difference
Exploration expense	$	3,590		$	1,166		$	2,424		$	3,627	$	(37	)
General and administrative		162			194			(32	)		97		65
Professional fees		425			230			195			170		255
Regulatory and transfer agent		11			66			(55	)		30		(19	)
Salaries and wages		563			527			36			423		140
Depreciation		23			25			(2	)		25		(2	)
Share based payments		705			612			93			580		125
Interest and finance costs		1,503			609			894			466		1,037
Foreign exchange		1,688			(1,220	)		2,908			1		1,687
Other gains and losses		(1,019	)		—			(1,019	)		—		(1,019	)
Loss for the quarter	$	7,651		$	2,209		$	5,442		$	5,419	$	2,232

Exploration and evaluation expenses during the current quarter are higher than both the previous quarter and the same quarter of 2019. During 2020-Q2, many of our exploration and evaluation activities had been curtailed by COVID-related work slowdowns and stay-at-home orders. In 2020-Q3 we paid semi-annual land and water use fees, which costs did not occur in 2020-Q2.

During 2020-Q3 we increased our activities at Cerro Quema compared to last year as we prepare to conduct further exploration and work on the Cerro Quema pre-feasibility study update.

The increase in salaries and wages from previous quarters is due to the hiring of corporate personnel.

During the current quarter we segregated modification gains on the Newmont loan, which had in past been grouped with and included as part of accretion expense.

VII. LIQUIDITY AND CAPITAL RESOURCES

The Company had working capital of approximately $38 million as at September 30, 2020, compared with $21 million at December 31, 2019. During the year to date, the Company has raised C$75 million in an equity financing, and approximately $2.8 million pursuant to the exercise of warrants, and a further $1.7 million pursuant to the exercise of stock options.

Historically the Company's primary source of funding has been the issuance of equity securities for cash, typically through private placements to sophisticated investors and institutions. We have issued common share capital in many of the past few years, pursuant to private placement financings and the exercise of warrants and options. Our access to exploration and construction financing is always uncertain, and there can be no assurance of continued access to significant equity or debt funding.

Page 14

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

In December 2019, we entered into an agreement for a credit facility for the development of the Camino Rojo Oxide Gold Project. This agreement provides a total of $125 million to the Company, available in three tranches. We drew down the first tranche of $25 million in December 2019, and we drew down the second tranche of $50 million subsequent to the reporting period. Under the terms of the credit facility, the third tranche must be drawn within six months of the second tranche, being April 30, 2021. There remain certain conditions precedent which Orla must satisfy prior to drawing the third tranche.

Our ability to carry out our long-range strategic objectives in future periods depends on our ability to raise financing from lenders, shareholders, and other investors. We continue to regularly review and consider financing alternatives to fund the Company’s ongoing activities. We expect to fund the operating costs and the operating and strategic objectives of the Company over the next twelve months with existing cash on hand, and with further equity financings and draws from the Camino Rojo project loan.

The Company had material commitments for capital expenditures as of September 30, 2020. At September 30, 2020, outstanding commitments arising from unfilled purchase orders and contracts totalled approximately $47 million.

VIII. OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements requiring disclosure under this section.

IX. RELATED PARTY TRANSACTIONS

We had no significant or unusual transactions with related parties. Refer to note 15 of the accompanying condensed consolidated interim financial statements as and for the three and nine months ended September 30, 2020.

X. CRITICAL ACCOUNTING ESTIMATES

In preparing the accompanying condensed consolidated interim financial statements, we have made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

We review estimates and their underlying assumptions on an ongoing basis. Revisions to estimates are recognized prospectively.

Judgements, estimates, and assumptions that we have made in applying accounting policies that have the most significant effects on the amounts recognized in the accompanying condensed consolidated interim financial statements include:

Exploration and evaluation expenditures

The application of the Company’s accounting policy for E&E expenditure requires judgement to determine whether future economic benefits are likely from either future exploitation or sale (prior to which we expense all E&E expenditures, and subsequent to which we capitalize the acquisition costs). It also requires us to make judgements on whether activities have reached a stage that permits development of the mineral resource (prior to which they are treated as E&E expenditures, and subsequent to which we treat such costs as projects under development and construction).

Page 15

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

We apply a number of estimates and assumptions, such as the determination of the quantities and types of mineral resources, which itself involves varying degrees of uncertainty depending on resource classification (measured, indicated, or inferred). These estimates directly impact accounting decisions related to our E&E expenditures.

We make certain estimates and assumptions about future events and circumstances; particularly, whether economic mineral exploitation is viable. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, we assess indicators of impairment and may conclude to write off such amounts to the statement of profit or loss.

Assessment of impairment indicators

We apply judgement in assessing whether indicators of impairment or reverse impairment exist for our E&E assets which could result in a test for impairment. We consider internal and external factors, such as our rights to explore, planned expenditures on E&E activities, the technical results of our E&E activities, and the potential for viable operations, to determine whether there are any indicators of impairment or reversal of a previous impairment.

Title to mineral properties

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Further, we make judgements for properties where concessions terms have expired, and a renewal application has been made and is awaiting approval. We use judgement as to whether the concession renewal application is probable to be received, but ultimately this is beyond our control. If a renewal application is not approved, we could lose rights to those concession.

Functional currency

The functional currency for the parent entity and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency involves judgements to identify the primary economic environment. We reconsider the functional currency of each entity if there is a change in the underlying transactions, events, and conditions which we used to determine the primary economic environment of that entity.

XI. FINANCIAL INSTRUMENTS

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and the way we manage these risks varies based upon our assessment of these risks and available alternatives for mitigation. We do not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support our operations.

Page 16

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

XII. OUTSTANDING SHARE DATA

As of the date of this MD&A, the Company had the following equity securities outstanding:

229,141,384 common shares

48,690,050 warrants

10,059,927 stock options

500,000 bonus shares (all of which had vested but had not yet been settled into common shares)

921,356 restricted share units

644,525 deferred share units

You can find further details about these potentially issuable securities in the notes to the accompanying condensed consolidated interim financial statements for the three and nine months ended September 30, 2020.

Page 17

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

XIII. RISKS AND UNCERTAINTIES

As the Company has not commenced principal operations, historical revenue and expenditure trends are not indicative of future activity. The Company has committed to certain work expenditures and may enter into future agreements. The ability of the Company to fund its future operations and commitments is dependent on its ability to obtain additional financing. Risks of the Company’s business include the following:

Permits and Licenses

The exploitation and development of mineral properties may require the Company to obtain regulatory or other permits and licenses from various governmental licensing bodies. There can be no assurance that the Company will be able to obtain all necessary permits and licenses that may be required to carry out exploration, development, and mining operations on its properties.

The Company is awaiting mineral concession renewals at its Cerro Quema Project. There is no assurance that we will receive necessary approvals or extensions, or receive them within a reasonable period of time. Failure to receive the permits or extensions would have an adverse effect on the Company’s business, financial position, and results of operations. Additional details are provided in the Cerro Quema Project section of this document.

The timing of our ability to construct a mine at Camino Rojo is subject to, and may be affected by, timely review and approval by the Mexican environmental and permitting authorities.

Foreign Country and Political Risk

The Company’s principal mineral properties are located in Mexico and Panama. The Company is subject to certain risks, including currency fluctuations, possible political or economic instability that may result in the impairment or loss of mineral titles or other mineral rights, opposition from environmental or other non-governmental organizations, and mineral exploration and mining activities may be affected in varying degrees by political stability and government regulations relating to the mining industry. Any changes in regulations or shifts in political attitudes are beyond the control of the Company and may adversely affect its business. Exploration and development may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, royalties on production, expropriation of property, environmental legislation and mine and/or site safety.

Operating in developing economies such as Mexico and Panama has certain risks, including changes to, or invalidation of, government mining regulations; expropriation or revocation of land or property rights; changes in foreign ownership rights; changes in foreign taxation rates; security issues; corruption; uncertain political climate; narco-terrorist actions or activities; and lack of a stable economic climate.

We do not carry political risk insurance.

Dependence on Exploration-Stage Properties

The Company’s current efforts are focused primarily on exploration stage properties. The Camino Rojo and the Cerro Quema Projects may not develop into commercially viable ore bodies, which would have a material adverse effect on the Company’s potential mineral resource production, profitability, financial performance, and results of operations.

Estimates of Mineral Resources & Mineral Reserves and Production Risks

The mineral resource and mineral reserve estimates included in this MD&A are estimates based on a number of assumptions, including those stated herein, and any adverse change to those assumptions could require the Company to lower its mineral resource estimate. Until a deposit is actually mined and processed, the quantity and grades of mineral resources must be considered as estimates only. Valid estimates made at a given time may significantly change when new information becomes available. In addition, the quantity and/or economic viability of mineral resources may vary depending on, among other things, metal prices, grades, production costs, stripping ratios, recovery rates, permit regulations and other legal requirements, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in the quantity of mineral resources or grade may affect the economic viability of the Company’s properties. No assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified mineral resource will ever qualify as a commercially mineable (or viable) deposit that can be legally and economically exploited. There can also be no assurance that any discoveries of new mineral reserves will be made. Any material reductions in estimates of mineral resources could have a material adverse effect on the Company’s results of operations and financial condition.

Page 18

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

The Camino Rojo Gold Project mineral resource estimate assumes that the Company can access mineral titles and lands that are not controlled by the Company

All of the mineralization comprised in the Company’s mineral resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by the Company. However, the mineral resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto lands where mineral title is held by another mining company (the “Adjacent Owner”) and that waste would be mined on the Adjacent Owner’s mineral titles. Any potential development of the Camino Rojo Project that includes an open pit encompassing the entire mineral resource estimate would be dependent on obtaining an agreement with the Adjacent Owner. It is estimated that approximately two-thirds of the mineral resource estimate is dependent on an agreement being obtained with the Adjacent Owner.

Delays in, or failure to obtain, an agreement with the Adjacent Owner to conduct mining operations on its mineral titles would affect the development of a significant portion of the mineral resources of the Camino Rojo Project that are not included in the Feasibility Study dated June 25, 2019, in particular by limiting access to significant mineralized material at depth. The Company intends to seek an agreement with the Adjacent Owner in order to maximize the potential to develop a mine that exploits the full mineral resource. There can be no assurance that the Company will be able to negotiate such agreement on terms that are satisfactory to the Company or that there will not be delays in obtaining the necessary agreement. Should an agreement with the Adjacent Owner not be obtained on favourable terms, the economics of any potential mine development using the full mineral resource estimate would be significantly negatively impacted.

The Feasibility Study was based on only a portion of the total mineral resource estimate and was prepared on the assumption that no mining activities would occur on the Adjacent Owner’s mineral titles. Accordingly, delays in, or failure to obtain, an agreement with the Adjacent Owner to conduct mining operations on its mineral titles would have no impact on the timetable or cost of development of the potential mine modelled in the Feasibility Study.

Mineral resource estimations for the Camino Rojo Gold Project are only estimates and rely on certain assumptions

The estimation of mineral resources relies on the judgment of the independent Qualified Person preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available.

In particular, the estimation of mineral resources for the Camino Rojo Gold Project has assumed that there is a reasonable prospect for reaching an agreement with the Adjacent Owner. While the Company believes that the mineral resource estimates for the Camino Rojo Gold Project are well established and reflect best estimates, by their nature resource estimates are imprecise and depend on inferences that may ultimately prove to be inaccurate, including the assumption that an agreement with the Adjacent Owner will be reached.

Although all mineralization included in the Company’s mineral resource estimate for the Camino Rojo Gold Project are located on mineral concessions controlled by the Company, failure to reach an agreement with the Adjacent Owner would result in a significant reduction of the mineral resource estimate by limiting access to significant mineralized material at depth. Any material changes in mineral resource estimates may have a material adverse effect on the Company.

Mining Industry

Page 19

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Whether a mineral deposit will be commercially viable depends on many factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices which are highly cyclical and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration and development of ore, including unusual and unexpected geology formations, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to life or property, environmental damage and possible legal liability. The Company’s mineral exploration activities are directed towards the search, evaluation, and development of mineral deposits. There is no certainty that the expenditures to be made by the Company as described herein will result in discoveries of commercial quantities of ore. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which with greater financial resources, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts.

Government Regulation

The exploration activities of the Company are subject to various federal, provincial, and local laws governing prospecting, development, taxes, labour standards, toxic substances, and other matters. Exploration activities are also subject to various federal, provincial, and local laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of air and water quality standards, and land reclamation. These laws also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Although the Company’s exploration activities are currently carried out in accordance with all applicable rules and regulations governing operations and exploration activities, no assurance can be given that new rules and regulations, amendments to current laws and regulations or more stringent implementation thereof could have a substantial adverse impact on the Company’s activities.

Title Matters

Although the Company has diligently investigated title to all mineral concessions (either granted or under re-application) and, to the best of its knowledge (except as otherwise disclosed herein), titles to all its properties are in good standing, this should not be construed as a guarantee of title. Other parties may dispute title to any of the Company’s mineral properties and any of the Company’s properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected encumbrances or defects or governmental actions.

Land Title

The Company has investigated ownership of all surface rights in which it has an interest, and, to the best of its knowledge, its ownership rights are in good standing. However, all surface rights may be subject to prior claims or agreement transfers, and rights of ownership may be affected by undetected defects. While to the best of the Company's knowledge, titles to all surface rights are in good standing; however, this should not be construed as a guarantee of title. Other parties may dispute title to the surface rights in which the Company has an interest. The properties may be subject to prior unregistered agreements or transfers and titles may be affected by undetected defects.

Page 20

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Environmental Risks and Hazards

All phases of the Company’s mineral exploration operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. There is no assurance that future changes in environmental regulations, laws and permits, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties. The Company may become liable for such environmental hazards caused by previous owners and operators of the properties even where it has attempted to contractually limit its liability.

Government approvals and permits are currently, and may in the future be, required in connection with the Company’s operations. To the extent such approvals are required and not obtained; the Company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Commodity Prices

The profitability of mining operations is significantly affected by changes in the market price of gold and other minerals. The level of interest rates, the rate of inflation, world supply of these minerals and stability of exchange rates can all cause significant fluctuations in metal prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The price of gold and other minerals has fluctuated widely in recent years, and future serious price declines could cause commercial production to be impracticable.

Uninsured Risks

The Company carries insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured against include environmental pollution or other hazards against which such corporations cannot insure or against which they may elect not to insure.

Compliance with Anti-Corruption Laws

Orla is subject to various anti-corruption laws and regulations including, but not limited to, the Corruption of Foreign Public Officials Act (1999). In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. The Company’s primary operations are located in jurisdictions which have been perceived as having fairly high levels of corruption. Orla cannot predict the nature, scope, or effect of future anti- corruption regulatory requirements to which the Company’s operations might be subject or the manner in which existing laws might be administered or interpreted.

Failure to comply with the applicable legislation and other similar foreign laws could expose the Company and/or its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses and reputational damage, all of which could materially and adversely affect the Company’s business, financial condition and results of operations. Likewise, any investigation of any potential violations of the applicable anti-corruption legislation by Canadian or foreign authorities could also have an adverse impact on the Company’s business, financial condition, and results of operations.

As a consequence of these legal and regulatory requirements, the Company has instituted policies regarding business ethics, which have been designed to ensure that Orla and its employees comply with applicable anti-corruption laws and regulations. However, there can be no assurance or guarantee that such efforts have been and will be completely effective in ensuring the Company’s compliance, and the compliance of its employees, consultants, contractors and other agents, with all applicable anticorruption laws and regulations.

Page 21

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Conflicts of Interest

Certain directors of the Company also serve as directors and/or officers of other companies involved in natural resource exploration and development. Consequently, there exists the possibility for such directors to be in a position of conflict. Any decision made by such directors involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. In addition, such directors will declare, and refrain from voting on, any matter in which such directors may have a conflict of interest.

Threat of Infectious Diseases or Outbreaks of Viruses

Global markets have been adversely impacted by emerging infectious diseases and/or the threat of outbreaks of viruses, other contagions, or epidemic diseases, including the novel coronavirus COVID-19, and many industries, including the mining industry have been impacted. This outbreak has led to a widespread crisis that is adversely affecting the economies and financial markets of many countries. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, there may be an adverse effect on commodity prices, demand for metals, availability of equity or credit, investor confidence, and general financial market liquidity, all of which may adversely affect the Company’s business and the market price of the Company’s securities.

In addition, there may not be an adequate response to emerging infectious diseases. There are potentially significant economic and social impacts, including labour shortages and shutdowns, delays and disruption in supply chains, social unrest, government or regulatory actions or inactions, including permanent changes in taxation or policies, decreased demand or the inability to sell and deliver concentrates and resulting commodities, declines in the price of commodities, delays in permitting or approvals, governmental disruptions or other unknown but potentially significant impacts.

At this time, we cannot accurately predict what impacts there will be or what effects these conditions will have on its business, including due to uncertainties relating to the ultimate geographic spread, the duration of the outbreak, and the length of restrictions or responses that have been or may be imposed by the governments. Any outbreak or threat of an outbreak of a contagious or epidemic disease could have a material adverse effect on the Company, its ability to finance, its business and financial results and the market price of its securities.

XIV. FORWARD LOOKING STATEMENTS

This MD&A contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements regarding (i) planned exploration and development programs and expenditures; (ii) the estimation of mineral resources and mineral reserves; (iii) expectations on the potential renewal of the expired mineral concessions with respect to the Cerro Quema project; (iv) proposed exploration plans and expected results of exploration from each of the Cerro Quema project and the Camino Rojo project; (v) the potential for the discovery of additional mineral resources; (vi) Orla’s ability to obtain required mine licenses, mine permits, required agreements with third parties and regulatory approvals, including but not limited to, the receipt of the Environmental & Social Impact Assessment (“ESIA”) permit related to the Cerro Quema project and other necessary permitting required to implement expected future exploration plans; (vii) community and ejido relations; (viii) requirements for additional land; (ix) availability of sufficient water for proposed operations; (x) results of feasibility studies, including but not limited to mineral resource and mineral reserve estimation, mine plans and operations, internal rates of return, sensitivities, taxes, net present values, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; (xi) upside opportunities such as pit wall angles, land agreements, and the development of the sulphide mineral resource, and exploration potential; (xii) the timing and costs for production decisions; (xiii) financing timelines and requirements, including the timing and the amount to be secured relating to the Camino Rojo project loan; (xiv) the Camino Rojo project loan, including meeting all the conditions precedent relating to tranches 2 and 3 of the project loan; (xv) timing for start of engineering work, construction, and receipt of permits; (xvi) changes in commodity prices and exchange rates; (xvii) currency and interest rate fluctuations; (xviii) timing for first gold production; and (xix) the Company's objectives and strategies.

Page 22

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, (i) the future price of gold; (ii) anticipated costs and the Company’s ability to fund its programs; (iii) the Company’s ability to carry on exploration and development activities; (iv) the Company’s ability to secure and to meet obligations under property agreements; (v) the timing and results of drilling programs; (vi) the discovery of mineral resources and mineral reserves on the Company’s mineral properties; (vii) the obtaining of an agreement with the Adjacent Owner (as defined herein) to develop the entire Camino Rojo Gold Project mineral resource estimate; (viii) the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction and operation of projects; (ix) the costs of operating and exploration expenditures, (x) assumptions regarding the ability to meet the conditions precedent regarding drawdown on the Camino Rojo project loan; (xi) the accuracy of mineral resource and mineral reserve estimations; (xii) that there will be no material adverse change affecting the Company or its properties; (xiii) that all required permits and approvals will be obtained; (xiv) that social or environmental issues might exist, are well understood and will be properly managed; (xv) that there will be no significant disruptions affecting the Company or its properties; (xvi) the Company’s ability to operate in a safe, efficient and effective manner; and (xvii) the Company’s ability to obtain financing as and when required and on reasonable terms.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward looking statements include, among others: (i) failing to meet certain conditions precedent to draw the remaining portion of the Camino Rojo project loan; (ii) risks related to uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral resources and reserves, including changes in economic parameters; (iii) risks relating to not securing agreements with third parties or not receiving required permits; (iv) failure to obtain required regulatory and stock exchange approvals with respect to any Offering; (v) uncertainty and variations in the estimation of mineral resources and mineral reserves; (vi) delays in or failure to obtain an agreement with the Adjacent Owner with respect to the Camino Rojo Gold Project; (vii) health, safety and environmental risks; (viii) success of exploration, development and operations activities; (ix) risks relating to foreign operations and expropriation or nationalization of mining operations; (x) delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; (xi) delays in getting access from surface rights owners; (xii) uncertainty in estimates of production, capital and operation costs and potential for production and cost overruns; (xiii) the impact of Panamanian or Mexican laws regarding foreign investment; (xiv) the fluctuating price of gold; (xv) assessments by taxation authorities in multiple jurisdictions; (xvi) uncertainties related to title to mineral properties; (xvii) competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; and (xviii) the Company’s ability to identify, complete and successfully integrate acquisitions.

Page 23

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and nine months ended September 30, 2020

United States dollars unless otherwise stated

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risks and Uncertainties” in this MD&A for additional risk factors that could cause results to differ materially from forward-looking statements.

You are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date of this MD&A and, accordingly, are subject to change after such date. We disclaim any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, except in accordance with applicable securities laws. You are urged to read the Company’s filings with Canadian securities regulatory agencies, which you can view online under the Company’s profile on SEDAR at www.sedar.com

Page 24

Exhibit 99.04

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jason Simpson, Chief Executive Officer of Orla Mining Ltd, certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Orla Mining Ltd. (the “issuer”) for the interim period ended September 30, 2020.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is "Internal Control – Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

5.2

ICFR – material weakness relating to design: Not applicable

5.3

Limitation on scope of design: Not applicable

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2020 and ended on September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:

November 13, 2020

/s/ Jason Simpson

Jason Simpson

Chief Executive Officer

Exhibit 99.05

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Etienne Morin, Chief Financial Officer of Orla Mining Ltd, certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Orla Mining Ltd. (the “issuer”) for the interim period ended September 30, 2020.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: Not applicable

5.3

Limitation on scope of design: Not applicable

Date:

November 13, 2020

/s/ Etienne Morin

Etienne Morin

Chief Financial Officer

Exhibit 99.06

NEWS RELEASE

ORLA MINING COMPLETES SECOND TRANCHE DRAWDOWN OF US$50 MILLION ON PROJECT FINANCE FACILITY

VANCOUVER, BC – November 2, 2020 - Orla Mining Ltd. (TSX: OLA) (“Orla” or the "Company") is pleased to announce that the Company has completed the second tranche drawdown of US$50 million on its previously announced Project Finance Facility (“Credit Facility”). The funds will be used towards the development of the Camino Rojo Oxide Gold Project (“Camino Rojo”) located in Zacatecas State, Mexico.

All conditions precedent for the second drawdown have been satisfied, including the receipt of key mine permits at Camino Rojo. To date, US$75 million of the US$125 million Credit Facility has been drawn. Under the terms of the Credit Facility, the third and final tranche of US$50 million must be drawn within six months of the second tranche and remains subject to meeting certain conditions precedent. The term of the Credit Facility is five years and bears interest at 8.8% per annum. For additional details on the Credit Facility, please refer to the Company’s News Releases dated October 21, 2019 and December 18, 2019.

Orla has the two principal permits necessary and construction activities at Camino Rojo are underway. At the end of the third quarter of 2020, detailed engineering was 87% complete and commitments for equipment and contracts totalled US$67 million. Current construction activities include mobilization of the earthworks contractor, installation of the construction camp and offices, and site fence erection. A power line to site has been approved by the federal electricity commission (“CFE”) and construction is currently underway ahead of schedule, which is anticipated to result in cost savings during the first year of operation. Process plant equipment, including crusher and conveyors, is expected to start arriving on site in November 2020.

The next phase of construction will be the earthworks, which can commence upon the placement of a required environmental bond. As a condition of the Company’s Environmental Impact Statement (“Manifestos de Impacto Ambiental” or “MIA”), Orla submitted a Technical Economic Study on August 27, 2020 to the Mexican Federal Environmental Department ("SEMARNAT"). Upon acceptance of the study by SEMARNAT, the environmental bond will be placed.

Orla continues to maintain robust organization-wide COVID-19 prevention protocols to support the health of employees and local communities. To date, the Company has reported zero cases of COVID-19. Orla is closely monitoring the potential impacts from the pandemic on areas including equipment delivery and logistics, construction costs and schedule, as well as community and government relations.

NEWS RELEASE

About Orla Mining Ltd.

Orla is developing the Camino Rojo Oxide Gold Project, an advanced gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 160,000 hectares. The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.

Forward-looking Statements

This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the use of funds, the timing of meeting certain conditions with respect to the Credit Facility and the approval of the MIA, the timing of commencement of construction activities and equipment delivery, the results of exploration and planned exploration programs, anticipated cost savings, the potential for discovery of additional mineral resources and the Company’s objectives and strategies. 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 are discussed in this news release, including without limitation, assumptions that all conditions of the Credit Facility and the MIA will be met, the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained 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 uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral reserves and mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses, 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 23, 2020, available on www.sedar.com. 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.

For further information, please contact:

Jason Simpson

President & Chief Executive Officer

Andrew Bradbury

Director, Investor Relations

www.orlamining.com
info@orlamining.com

Exhibit 99.07

NEWS RELEASE

ORLA MINING APPOINTS SYLVAIN GUERARD AS SENIOR VICE PRESIDENT, EXPLORATION

VANCOUVER, BC – August 24, 2020 - Orla Mining Ltd. (TSX: OLA) (“Orla” or the "Company") is pleased to announce that Sylvain Guerard has been appointed as Senior Vice President, Exploration, effective August 24, 2020.

“We are excited to welcome Sylvain to the Orla team. The addition of this capable individual reinforces our commitment to focus on exploration within our 178,000 hectares of concessions. These concessions are situated along the prolific San Tiburcio fault system in Zacatecas, Mexico, and within a geologically prospective area for copper and gold in southwestern Panama. We expect to continue to make more discoveries, expand our resource base, and advance our project pipeline to create value”, stated Jason Simpson, President and Chief Executive Officer of Orla.

Mr. Guerard brings to Orla 30 years of global mining industry experience having worked in various roles at companies including Barrick Gold, Kinross Gold, and Inmet Mining. He has led teams in the successful discovery of mineral deposits and resource expansions. Mr. Guerard was recently Senior Vice-President, Exploration at McEwen Mining where he oversaw exploration activities across the Americas. He holds a Bachelor of Science (B.Sc.), Geology, from the University of Montreal.

Orla continues to advance its project pipeline in Mexico and Panama through various exploration programs on its prospective land packages.

In Mexico, where Orla is developing the Camino Rojo Oxide Gold Project, the Company has commenced a 6,000-metre regional reverse circulation (RC) drilling program to test geophysical induced polarization (IP) anomalies in three areas. Orla plans an additional 3,000 metres of diamond drilling to follow-up on any significant mineralization encountered. Mechanical trenching is being undertaken in an area where hydrothermal alteration was found in rock outcrops, with nine of ten trenches completed. A 5,000-metre diamond drilling program is also planned in the fourth quarter of 2020 to support the next stage of metallurgical testing on the 7.3 million ounces of gold in sulphide material (Measured and Indicated Mineral Resource of 258.8 Mt at 0.88 g/t Au)ⁱ occurring below the planned oxide open pit.

In Panama, Orla expects to resume exploration drilling in the coming weeks. The program is intended to test targets for additional gold oxide mineralization proximal to the existing mineral reserves, which could potentially add to the projected mine life at Cerro Quema. The program also plans to test targets for copper-gold sulphide material similar to the Caballito discovery made in 2017. Results of this program will be included in the maiden copper-gold mineral resource estimate for Caballito. Work is underway to update the 2014 pre-feasibility study for the Cerro Quema Oxide Project to enable a construction decision in 2021.

NEWS RELEASE

About Orla Mining Ltd.

Orla is developing the Camino Rojo Oxide Gold Project, an advanced gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 160,000 hectares. The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.

Forward-looking Statements

This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the timing of meeting certain conditions with respect to the approval of the MIA, the timing of commencement of construction activities, the results of exploration and planned exploration programs, the potential for discovery of additional mineral resources and the Company’s objectives and strategies. 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 are discussed in this news release, including without limitation, assumptions that all conditions of the MIA will be met, the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained 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 uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral reserves and mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses. 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.

For further information, please contact:

Jason Simpson
President & Chief Executive Officer

Andrew Bradbury

Director, Investor Relations

www.orlamining.com
info@orlamining.com

ⁱ . Please refer to “Camino Rojo Project Feasibility Study NI 43-101 Technical Report”, dated effective June 25, 2019.

Exhibit 99.08

NEWS RELEASE

ORLA MINING RECEIVES ENVIRONMENTAL PERMIT REQUIRED FOR THE
CONSTRUCTION OF THE CAMINO ROJO OXIDE GOLD PROJECT

VANCOUVER, BC – August 13, 2020 - Orla Mining Ltd. (TSX: OLA) (“Orla” or the "Company") is pleased to announce that the Mexican Federal Environmental Department ("SEMARNAT") has granted approval of the Company’s Environmental Impact Statement (“Manifestos de Impacto Ambiental” or “MIA”) required for the development of the Camino Rojo Oxide Gold Project (“Camino Rojo”) located in Zacatecas State, Mexico. The approval of the MIA is conditional upon Orla meeting certain customary conditions and standard requirements which the Company intends to complete in the coming weeks. Orla now has the two principal permits necessary for commencement of construction activities at Camino Rojo. The receipt of the MIA also satisfies one of the key conditions precedent to the drawdown of the remaining US$100 million available on the previously announced US$125 million project finance facility (“Credit Facility”).

“The approved MIA is the next step to develop the Camino Rojo Oxide Project. We can now begin construction and maintain our schedule to produce our first gold in 2021”, stated Jason Simpson, President and Chief Executive Officer of Orla. “We would like to thank and recognize everyone who has worked on the permitting process and supported us to get to this point. We look forward to continuing to work closely with our various stakeholders, including the local communities around the Camino Rojo Project”.

Detailed engineering is now over 73% complete and in anticipation of the receipt of the final permit, Orla has pre-ordered and committed to over US$50 million for long-lead time items. Major contracts for earth moving and civil work are well advanced and are expected to be finalized in the coming weeks. Under Mexico’s current COVID-19 legislation, mining and construction are now permitted economic activities and the Camino Rojo site has been ramping up in strict compliance with the Mexican Health Authority and Company requirements. Orla has implemented a strict COVID-19 protocol, including rigorous testing programs as it begins a controlled mobilization to site for construction. Exploration work programs have already begun and are testing regional targets in the large area of prospective geology that surrounds the known deposit.

About Orla Mining Ltd.

Orla is developing the Camino Rojo Oxide Gold Project, an advanced gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 160,000 hectares. The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.

NEWS RELEASE

Forward-looking Statements

This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the timing of meeting certain conditions with respect to the approval of the MIA, the timing of commencement of construction activities, the results of exploration and planned exploration programs, the potential for discovery of additional mineral resources and the Company’s objectives and strategies. 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 are discussed in this news release, including without limitation, assumptions that all conditions of the MIA will be met, the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained 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 uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral reserves and mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses. 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.

For further information, please contact:

Jason Simpson
President & Chief Executive Officer

Andrew Bradbury

Director, Investor Relations

www.orlamining.com
info@orlamining.com

Exhibit 99.09

Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

Presented in United States dollars

ORLA MINING LTD.

Condensed Interim Consolidated Balance Sheets

(Unaudited – Thousands of United States dollars)

	June 30			December 31			January 1
As at	2020			2019			2019
				(restated, notes 3 and 22)			(restated, notes 3 and 22)
ASSETS
Current assets
Cash and cash equivalents	$	54,665		$	23,106		$	12,234
Accounts receivable		71			94			282
Prepaid expenses		128			53			151
		54,864			23,253			12,667
Restricted funds		528			509			150
VAT recoverable (note 7)		1,895			1,340			622
Deposits on long term assets (note 5(a)(i))		9,801			—			—
Construction in progress (note 5(a)(i))		1,453			—			—
Equipment (note 6)		343			284			252
Exploration and evaluation assets (note 5(d))		118,113			125,643			124,099
TOTAL ASSETS	$	186,997		$	151,029		$	137,790

LIABILITIES
Current liabilities
Trade and other payables (note 8)	$	843		$	802		$	1,278
Accrued liabilities		3,060			1,578			1,405
		3,903			2,380			2,683
Lease obligations		100			44			—
Camino Rojo project loan (note 9)		13,630			12,961			—
Newmont loan (note 10)		8,007			9,647			4,475
Accrued liabilities – long term		386			261			—
Site closure provisions (note 11)		558			575			626
TOTAL LIABILITIES		26,584			25,868			7,784

SHAREHOLDERS' EQUITY
Share capital (note 13)		214,958			159,230			153,852
Reserves		30,349			30,061			19,931
Accumulated other comprehensive income (loss)		(9,393	)		(1,027	)		(3,393	)
Accumulated deficit		(75,501	)		(63,103	)		(40,384	)
TOTAL SHAREHOLDERS' EQUITY		160,413			125,161			130,006

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	186,997		$	151,029		$	137,790

Events after the reporting period (notes 13(b), 14(a), 14(d), and 21)

Authorized by the Board of Directors on August 10, 2020, for issuance.

/s/ Elizabeth McGregor		/s/ Jason Simpson
Elizabeth McGregor, Director		Jason Simpson, Director

The accompanying notes are an integral part of these consolidated financial statements.

Page 2

ORLA MINING LTD.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Unaudited – Thousands of United States dollars, except per-share amounts)

	Three months ended June 30						Six months ended June 30
	2020			2019 (restated note 3)			2020			2019 (restated note 3)
EXPLORATION AND EVALUATION EXPENSES (note 5)
Assays and analysis	$	14		$	39		$	29		$	122
Drilling		—			215			—			729
Geological		205			334			420			971
Engineering		252			618			530			1,302
Environmental		16			173			91			317
Community and government		71			165			2,521			350
Land and water use, claims and concessions		(68	)		6			3,160			2,312
Project management		—			60			—			93
Project review		—			46			6			88
Site activities		113			302			461			886
Site administration		167			657			913			1,087
Recognition of site closure provisions		—			—			15			—
		770			2,615			8,146			8,257

GENERAL AND ADMINISTRATIVE EXPENSES
Office and administrative		194			83			379			284
Professional fees		230			110			406			204
Regulatory		66			34			148			65
Salaries and benefits		527			450			791			833
		1,017			677			1,724			1,386

OTHER EXPENSES (INCOME)
Depreciation (note 6)		382			25			625			47
Share based payments (note 14)		612			673			1,384			1,615
Interest income and finance costs (note 12)		648			35			1,260			256
Foreign exchange loss (gain)		(1,220	)		7			(741	)		20
		422			740			2,528			1,938

LOSS FOR THE PERIOD	$	2,209		$	4,032		$	12,398		$	11,581

OTHER COMPREHENSIVE LOSS (INCOME)
Items that may in future periods be reclassified to profit or loss:
Foreign currency differences arising on translation of foreign operations		1,205			(338	)		8,366			(1,138	)
TOTAL COMPREHENSIVE LOSS	$	3,414		$	3,694		$	20,764		$	10,443


Weighted average number of common shares outstanding (millions)		224.4			179.5			205.9			179.5

Loss per share - basic and diluted	$	0.01		$	0.02		$	0.06		$	0.06

The accompanying notes are an integral part of these consolidated financial statements.

Page 3

ORLA MINING LTD.

Consolidated Statements of Cash Flows

(Unaudited – Thousands of United States dollars)

	Three months ended June 30						Six months ended June 30
	2020			2019			2020			2019
Cash flows provided by (used in):				(restated note 3)						(restated note 3)
OPERATING ACTIVITIES
Loss for the period	$	(2,209	)	$	(4,032	)	$	(12,398	)	$	(11,581	)
Adjustments for items not affecting cash:
Depreciation		202			25			445			47
Share based compensation		612			673			1,384			1,615
Changes in site closure provisions charged to exploration expense		—			—			15			—
Newmont loan proceeds received in excess of fair value (note 10)		—			—			—			(715	)
Amortization of project loan transaction costs (note 9)		167			—			187			—
Accretion of the Newmont loan (note 10)		(8	)		56			57			324
Interest expense on leases		45			—			45			—
Lease payments		(456	)		—			(456	)		—
Exploration expenses paid via issuance of common shares		—			48			—			48
Changes in non-cash working capital:
Accounts receivable and prepaid expenses		(91	)		168			(65	)		315
Trade and other payables		26			199			30			(589	)
Accrued liabilities		57			(498	)		1,888			(498	)
Cash used in operating activities		(1,655	)		(3,361	)		(8,868	)		(11,034	)

FINANCING ACTIVITIES
Proceeds on issuance of common shares		54,959			—			54,959			—
Proceeds – warrants exercised		1,547			261			1,547			261
Proceeds – stock options exercised		128			—			219			—
Share issuance costs		(2,095	)		(12	)		(2,095	)		(12	)
Payment of principal portion of lease liabilities		—			(10	)		—			(10	)
Advances received on the Newmont loan		—			—			—			2,674
Cash provided by financing activities		54,539			239			54,630			2,913

INVESTING ACTIVITIES
Purchase of equipment		39			(3	)		(8	)		(3	)
Construction in progress		(1,014	)		(1	)		(1,551	)		(1	)
Deposits on long term assets		(10,467	)		—			(10,467	)		—
Restricted cash funded		(17	)		(57	)		(21	)		(303	)
Value added taxes paid, not immediately recoverable		(674	)		(138	)		(843	)		(293	)
Cash used in investing activities		(12,133	)		(199	)		(12,890	)		(600	)

Effects of exchange rate changes on cash		(1,508	)		(71	)		(1,313	)		328

Net increase (decrease) in cash		39,243			(3,392	)		31,559			(8,393	)
Cash, beginning of period		15,422			7,233			23,106			12,234
CASH, END OF PERIOD	$	54,665		$	3,841		$	54,665		$	3,841

Cash consist of:
Bank current accounts and cash on hand	$	54,665		$	3,841		$	54,665		$	3,841

The accompanying notes are an integral part of these consolidated financial statements.

Page 4

ORLA MINING LTD.

Consolidated Statements of Changes in Equity

(Unaudited – Thousands of United States dollars)

	Common shares					Reserves
	Number of shares (thousands)		Amount			Share based payments reserve			Warrants reserve			Total			Accumulated Other Comprehensive Income			Retained earnings (deficit)			Total
Balance at January 1, 2019 (restated, note 3)		179,315	$	153,852		$	6,867		$	13,064		$	19,931		$	(3,393	)	$	(40,384	)	$	130,006
Shares issued for property payments		59		48			—			—			—			—			—			48
Warrants exercised		563		400			—			(134	)		(134	)		—			—			266
Share issuance costs		—		(12	)		—			—			—			—			—			(12	)
RSUs redeemed		196		162			(162	)		—			(162	)		—			—			—
Share based payments		—		—			1,615			—			1,615			—			—			1,615
Loss for the period		—		—			—			—			—			—			(11,581	)		(11,581	)
Other comprehensive loss		—		—			—			—			—			1,138			—			1,138
Balance at June 30, 2019		180,133	$	154,450		$	8,320		$	12,930		$	21,250		$	(2,255	)	$	(51,965	)	$	121,480

Balance at January 1, 2020		187,102	$	159,230		$	8,159		$	21,902		$	30,061		$	(1,027	)	$	(63,103	)	$	125,161
Shares issued pursuant to a financing		36,600		54,959			—			—			—			—			—			54,959
Share issuance costs		—		(2,095	)		—			—			—			—			—			(2,095	)
Warrants exercised		1,108		1,818			—			(271	)		(271	)		—			—			1,547
Options exercised		360		399			(178	)		—			(178	)		—			—			221
RSUs redeemed		359		289			(289	)		—			(289	)		—			—			—
Bonus shares issued (note 14(d))		500		358			(358	)		—			(358	)		—			—			—
Share based payments		—		—			1,384			—			1,384			—			—			1,384
Loss for the period		—		—			—			—			—			—			(12,398	)		(12,398	)
Other comprehensive loss		—		—			—			—			—			(8,366	)		—			(8,366	)
Balance at June 30, 2020		226,029	$	214,958		$	8,718		$	21,631		$	30,349		$	(9,393	)	$	(75,501	)	$	160,413

The accompanying notes are an integral part of these consolidated financial statements.

Page 5

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

CORPORATE INFORMATION AND NATURE OF OPERATIONS

These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at June 30, 2020, the Company had not advanced any of its properties to commercial production and was not able to fund day-to-day activities through operating activities. During the reporting period, the Company completed a C$75 million ($55 million) equity financing. The Company has received $25 million of a $125 million project loan facility in respect of the Camino Rojo project.

The Company’s continuation as a going concern is dependent upon successful results from our mineral exploration and development activities and our ability to attain profitable operations and generate cash or raise equity capital or borrowings sufficient to meet current and future obligations and strategic objectives. We expect to fund operating costs of the Company over the next twelve months with cash on hand and with further loan advances.

During the reporting period, there was a global outbreak of the novel coronavirus (“COVID-19”), which has had an impact on businesses through the restrictions put in place by the governments in the various jurisdictions where the Company conducts its activities. In common with all businesses in the jurisdictions in which we operate, our activities are restricted by government orders related to, among others, travel, business operations, and stay-at-home orders. As of the date of these financial statements, it is not possible to determine the extent of the impact that this global health emergency will have on the Company’s activities in the future as the Company cannot predict the ultimate geographic spread of the disease, the duration of the outbreak, and possible government, societal, and individual responses to the situation. We continue to monitor our activities, in particular with regard to the safety of our personnel and the communities where we conduct our activities.

BASIS OF PREPARATION

On August 10, 2020, the Board of Directors approved these consolidated financial statements for issuance.

CHANGE OF PRESENTATION CURRENCY

As a result of the continued advancement of the Camino Rojo Project, the Company changed its presentation currency from Canadian dollars to United States dollars effective January 1, 2020. The change in the financial statement presentation currency is an accounting policy change and has been accounted for retrospectively. The balance sheets for each period presented have been translated from the related subsidiary’s functional currency to the new US dollar presentation currency at the rate of exchange prevailing at the respective balance sheet date except for equity items, which have been translated at accumulated historical rates from the related subsidiary’s date of incorporation. The statements of income and comprehensive income were translated at the average exchange rates for the reporting period, or at the exchange rate prevailing at the date of transactions. Exchange differences arising in 2018 on translation from the related subsidiary’s functional currency to the United States dollar presentation currency have been recognized in other comprehensive income and accumulated as a separate component of equity.

Page 6

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

(a)

Adjustment to previously reported financial information due to change in presentation currency

For comparative purposes, the consolidated statement of loss and comprehensive loss for the three and six months ended June 30, 2019 includes adjustments to reflect the change in the presentation currency to the US dollar, which is a change in accounting policy. The exchange rates used to translate the amounts previously reported into US dollars for the three and six months ended June 30, 2019 were 1.3338 CAD/USD and 19.16 MXN/USD, which were the average exchange rates for the period. Refer to note 22(b) for the effects of the translation.

(b)

Functional currency

The functional currencies of the Company and its subsidiaries, all of which are wholly owned, remained unchanged and were as follows for periods presented.

Orla Mining Ltd.	Canadian dollars
Minerometalúrgica San Miguel S de RL de CV	Mexican pesos
Minera Camino Rojo SA de CV	Mexican pesos
Minera Cerro Quema SA	United States dollars
Monitor Gold Corporation	United States dollars

SIGNIFICANT ACCOUNTING POLICIES

You should read these condensed interim consolidated financial statements in conjunction with the Company’s annual audited consolidated financial statements as at and for the years ended December 31, 2019 and 2018.

Page 7

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

EXPLORATION AND EVALUATION

(a)

Camino Rojo Project

The Company and Newmont also entered into an option agreement regarding the potential development of sulphide operations at Camino Rojo. Pursuant to the option agreement, Newmont will, subject to the applicable sulphide project meeting certain thresholds, have an option to acquire a 60% or 70% interest in the applicable sulphide project. The Royalty excludes revenue on the sale of metals produced from a sulphide project where Newmont has exercised its Sulphide Option. We maintain a right of first refusal on the sale if Newmont elects to sell the Royalty, in whole or in part.

We have applied for and expect to receive permits for the construction of a mine at Camino Rojo. In anticipation of such approvals, we have already commenced activities such as construction engineering and design work which are not necessarily of an exploration and evaluation nature. Consequently we are presenting these costs as construction in progress.

(i)

Construction in progress

	Total
Construction in progress at historical rates
At December 31, 2019	$	—
Additions		1,551
At June 30, 2020	$	1,551

Accumulated foreign exchange on translation
At December 31, 2019		—
Due to changes in exchange rates		(98	)
At June 30, 2020	$	(98	)

Construction in progress
At December 31, 2019	$	—
At June 30, 2020	$	1,453

The figures in the above totals do not include down payments which we have made on key components and construction items related to the Camino Rojo project. At June 30, 2020, down payments and advances totaled $9,801,000 (December 31, 2019 – $nil).

(b)

Cerro Quema Project

Page 8

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

(c)

Monitor Gold Project

The Monitor Gold Project consists of three separate option agreements consisting of 422 claims covering 3,416 hectares in Nye County, Nevada, USA.

In 2019, these consisted of $50,000 in share issuances, a $20,000 in advance royalty payments, and $30,000 in work commitments, all of which requirements were met by the Company. For 2020, these consist of $40,000 in advance royalty payments, and $75,000 in work commitments, both of which requirements for 2020 have been met. To maintain the options, minimum payments and work commitments are required for each year to 2038.

(d)

Exploration and evaluation assets

	Camino Rojo			Cerro Quema		Monitor Gold		Total
Acquisition costs at historical rates
At December 31, 2019	$	42,615		$	82,429	$	314	$	125,358
Additions		—			—		—		—
At June 30, 2020	$	42,615		$	82,429	$	314	$	125,358

Accumulated foreign exchange on translation
At December 31, 2019		285			—		—		285
Due to changes in exchange rates		(7,530	)		—		—		(7,530	)
At June 30, 2020	$	(7,245	)	$	—	$	—	$	(7,245	)

Acquisition costs
At December 31, 2019	$	42,900		$	82,429	$	314	$	125,643
At June 30, 2020	$	35,370		$	82,429	$	314	$	118,113

Page 9

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

(e)

Exploration and evaluation expense

Three months ended June 30, 2020	Camino Rojo			Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	14		$	—	$	—	$	—	$	14
Geological		168			37		—		—		205
Engineering		230			22		—		—		252
Environmental		(4	)		20		—		—		16
Community and government		(29	)		100		—		—		71
Land, water use, and claims		(68	)		—		—		—		(68	)
Site activities		19			94		—		—		113
Site administration		76			91		—		—		167
	$	406		$	364	$	—	$	—	$	770

Six months ended June 30, 2020	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	28	$	—	$	1	$	—	$	29
Geological		352		68		—		—		420
Engineering		474		56		—		—		530
Environmental		54		37		—		—		91
Community and government		2,341		180		—		—		2,521
Land, water use, and claims		3,120		—		40		—		3,160
Project review		—		—		—		6		6
Site activities		167		294		—		—		461
Site administration		550		363		—		—		913
Recognition of site closure provisions		15		—		—		—		15
	$	7,101	$	998	$	41	$	6	$	8,146

Three months ended June 30, 2019	Camino Rojo		Cerro Quema		Monitor Gold			Other			Total
Assays and analysis	$	39	$	—	$	—		$	—		$	39
Drilling		215		—		—			—			215
Geological		226		163		22			(77	)		334
Engineering		618		—		—			—			618
Environmental		173		—		—			—			173
Community and government		120		45		—			—			165
Land, water use, and claims		6		1		(1	)		—			6
Project management		60		—		—			—			60
Project review		—		—		—			46			46
Site activities		198		104		—			—			302
Site administration		144		512		1			—			657
	$	1,799	$	825	$	22		$	(31	)	$	2,615

Page 10

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

Six months ended June 30, 2019	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	99	$	23	$	—	$	—	$	122
Drilling		729		—		—		—		729
Geological		504		441		26		—		971
Engineering		1,302		—		—		—		1,302
Environmental		317		—		—		—		317
Community and government		209		141		—		—		350
Land, water use, and claims		2,234		2		76		—		2,312
Project management		93		—		—		—		93
Project review		—		—		—		88		88
Site activities		430		456		—		—		886
Site administration		307		778		2		—		1,087
	$	6,224	$	1,841	$	104	$	88	$	8,257

EQUIPMENT

	Cost									Accumulated depreciation									Net book value
	Begin of year		Changes during the period		Effect of FX			End of period		Begin of year		Changes during the period		Effect of FX			End of period		Begin of year		End of period
Machinery and equipment	$	324	$	4	$	(19	)	$	309	$	205	$	16	$	(3	)	$	218	$	119	$	91
Office equipment		36		—		(4	)		32		15		1		(2	)		14		21		18
Computers and software		150		4		(10	)		144		96		13		(4	)		105		54		39
Vehicles		21		—		—			21		2		—		—			2		19		19
Land – leases		—		3		—			3		—		2		—			2		—		1
Buildings – leases		89		229		(19	)		299		18		115		(2	)		131		71		168
Office equipment – leases		—		31		(2	)		29		—		24		(2	)		22		71		7
Road vehicles – leases		—		274		(17	)		257		—		274		(17	)		257		71		—
Total	$	620	$	545	$	(71	)	$	1,094	$	336	$	445	$	(30	)	$	751	$	284	$	343

VALUE ADDED TAXES (“VAT”) RECOVERABLE

Our Mexican entities pay value-added taxes (called “IVA” in Mexico) on certain goods and services we purchase.

We also paid approximately 74 million Mexican pesos (approximately $3,860,000) of IVA on the initial acquisition of the Camino Rojo project, which is classified within exploration and evaluation assets as part of acquisition cost (note 5(a) and 5(d)).

Page 11

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

TRADE AND OTHER PAYABLES

	June 30, 2020		December 31, 2019
Trade payables	$	386	$	492
Payroll related liabilities		372		208
Lease obligations – current		85		23
Interest payable on Camino Rojo project loan		—		79
	$	843	$	802

CAMINO ROJO PROJECT LOAN

The Credit Facility provides a total of US$125 million to the Company, available in three tranches. The first tranche of US$25 million was drawn down by the Company on December 18, 2019 upon execution of the definitive loan documentation. Tranches 2 and 3 provide US$50 million each, available for drawdown after satisfaction of conditions precedent, including the receipt of certain key permits required for the development of the Camino Rojo project.

The Credit Facility is denominated in United States dollars, and bears interest at 8.80% per annum, payable quarterly commencing March 31, 2020, and is secured by all the assets of the Camino Rojo Project and the fixed assets of the Cerro Quema Project. The principal amount is due upon maturity at December 18, 2024, with no scheduled principal payments prior to maturity. The Company may prepay the loan, in full or in part, at any time during the term without penalty, by using cash flow from operations. The Credit Facility does not impose on the Company any mandatory requirements of hedging, production payments, offtake, streams, or royalties.

On December 18, 2019, the Company issued 32.5 million common share purchase warrants, with an exercise price of C$3.00 per warrant and an expiry date of December 18, 2026, to the lenders.

	Six months ended June 30, 2020		Year ended December 31, 2019
Balance, beginning of year	$	12,961	$	—
Amounts drawn down during the period		—		25,000
Cash transaction costs		—		(3,158	)
Warrants issued to the lenders		—		(8,968	)
Amortization of the transaction costs		187		86
Foreign exchange		482		1
Balance, end of period	$	13,630	$	12,961

Page 12

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

10.

NEWMONT LOAN

As part of the Company’s acquisition of the Camino Rojo project from Newmont (then, Goldcorp Inc.), Newmont agreed to provide interest-free loans to the Company for all the annual landholding costs on the Camino Rojo project from November 7, 2017 until December 31, 2019. The loans are to be repaid upon declaration of commencement of commercial production of a heap leach operation at the Camino Rojo Project. To the date of these financial statements, 219,446,000 pesos had been advanced by Newmont under this agreement. No further advances in respect of this loan are expected.

The original agreement provided that the Company may, at its option, repay any amounts owing to Newmont, prior to maturity, in the form of (a) a lump sum cash payment, (b) the issuance of additional common shares of the Company, or (c) a combination of cash and shares (subject to certain maximum ownership limits). During the quarter ended June 30, 2020, the Company agreed with Newmont that the repayment would be made in cash.

Because the loan is non-interest bearing, for accounting purposes at date of each advance, we discount the expected payments using a risk-adjusted discount rate and an estimated repayment date. Amounts received in excess of fair value on the date of the advances were credited to exploration expense.

	Mexican pesos (thousands)		Mexican pesos (thousands)		US dollars (thousands)
	Undiscounted		Discounted
At January 1, 2019		121,865		87,917	$	4,475
Advances received		97,601		72,897		3,676
Accretion during the year		—		21,886		1,104
Foreign exchange		—		—		392
At December 31, 2019		219,466		182,700	$	9,647
Accretion year to date		—		1,231		57
Foreign exchange		—		—		(1,697	)
At June 30, 2020		219,466		183,931	$	8,007

11.

SITE CLOSURE PROVISIONS

	Camino Rojo Project		Cerro Quema Project		Total
At December 31, 2019	$	232	$	343	$	575
At June 30, 2020	$	215	$	343	$	558

Page 13

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

12.

INTEREST INCOME AND FINANCE COSTS

	Three months ended June 30						Six months ended June 30
	2020			2019			2020			2019
Interest on Camino Rojo project loan (note 9)	$	536		$	—		$	1,117		$	—
Amortization of Camino Rojo project loan costs (note 9)		167			—			187			—
Accretion on Newmont loan (note 10)		(8	)		56			57			324
Interest expense on leases		40			1			48			1
Interest income		(87	)		(22	)		(149	)		(69	)
	$	648		$	35		$	1,260		$	256

13.

SHARE CAPITAL

(a)

Issued share capital

On April 3, 2020, the Company closed an equity financing of 36,600,000 common shares at a price of C$2.05 per common share for aggregate gross proceeds to the Company of C$75,030,000 ($54,959,000). After share issuance costs of $2,095,000 net proceeds were $52,864,000.

In the six months ended June 30, 2020, the Company issued:

1,107,500 common shares pursuant to the exercise of warrants (note 13(b)) for proceeds of $1,547,000.

360,000 common shares pursuant to the exercise of stock options (note 14(a)) for proceeds of $221,000.

359,000 common shares pursuant to the vesting of RSUs (note 14(b)).

500,000 common shares pursuant to the vesting of bonus shares (note 14(d)).

(b)

Warrants

The following summarizes information about the number of warrants outstanding during the period.

Expiry date	Exercise price		December 31 2019		Issued		Exercised			June 30 2020
February 15, 2021	C$	2.35		8,790,600		—		(407,500	)		8,383,100
July 8, 2021	C$	0.62		570,000		—		—			570,000
June 12, 2022	C$	1.65		5,842,500		—		(700,000	)		5,142,500
November 7, 2022	C$	1.40		3,000,000		—		—			3,000,000
December 18, 2026	C$	3.00		32,500,000		—		—			32,500,000
Total number of warrants				50,703,100		—		(1,107,500	)		49,595,600

Weighted average exercise price			C$	2.61		—	C$	1.91		C$	2.63

Subsequent to the reporting period, 320,000 warrants were exercised, for gross proceeds to the Company of $239,000.

Page 14

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

14.

SHARE-BASED PAYMENTS

The Company has four different forms of share-based payments for eligible recipients – stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), and bonus shares.

Share based payments expense	Three months ended June 30				Six months ended June 30
	2020		2019		2020		2019
Stock options	$	398	$	415	$	776	$	1,005
Restricted share units		138		136		260		174
Deferred share units		—		—		217		190
Bonus shares		76		122		131		246
Share based payments expense	$	612	$	673	$	1,384	$	1,615

(a)

Stock options

Stock options outstanding	Number			Weighted average exercise price
As at January 1, 2019		9,124,005		C$	1.23
Granted		2,199,322			1.08
Exercised		(1,358,491	)		1.16
Expired or cancelled		(47,500	)		1.48
As at December 31, 2019		9,917,336			1.20
Granted		1,683,438			2.29
Exercised		(360,000	)		0.83
As at June 30, 2020		11,240,774		C$	1.38

Vested, December 31, 2019		7,229,622		C$	1.22
Vested, June 30, 2020		8,967,638		C$	1.29

The options granted during the six months ended June 30, 2020 had an aggregate grant date fair value of $1,153,600 (C$1,575,000) which was determined using a Black Scholes option pricing model with the following assumptions:

Expected volatility 47%, expected life 5 years, Canadian dollar risk free interest rate 0.6%, dividends nil.

The options granted during the six months ended June 30, 2019 had an aggregate grant date fair value of $737,000 (C$932,000) which was determined using a Black Scholes option pricing model with the following weighted average assumptions:

expected volatility 50%, expected life 5 years, Canadian dollar risk free interest rate 1.5%, dividends nil.

Subsequent to the reporting period, 755,789 stock options were exercised, for gross proceeds to the Company of $716,000 and 300,000 stock options were granted, with an aggregate grant date fair value of $359,700.

Page 15

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)

Restricted Share Units

	Total			Number vesting in the year
Number of RSUs outstanding:	number			2020			2021		2022		2023
Outstanding, December 31, 2019		1,014,972			365,882			365,880		283,210		—
Awarded during the period		320,450			—			106,819		106,816		106,815
Vested and settled during the period		(359,215	)		(359,215	)		—		—		—
Outstanding, June 30, 2020		976,207			6,667			472,699		390,026		106,815

RSUs are valued based on the closing price of the Company’s common shares immediately prior to award.

Subsequent to the reporting period, 48,181 RSUs vested and were settled by the issuance of 48,181 common shares.

(c)

Deferred Share Units

DSUs outstanding:	Number
Outstanding, December 31, 2019		508,780
Awarded		135,745
Outstanding, June 30, 2020		644,525

DSUs are valued based on the closing price of the Company’s common shares immediately prior to award.

(d)

Bonus shares

Bonus shares outstanding:	Number
Outstanding, December 31, 2019		1,500,000
Vested and issued during the period		500,000
Outstanding, June 30, 2020		1,000,000

Page 16

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

We estimated the fair value of the bonus shares ($1.31 each) based on the market price of the common shares at the date of the grant. Accordingly, the amount of $655,000 is being recognized on a straight line basis over the Eligibility Period.

On November 13, 2018, the Board of Directors awarded 1,000,000 bonus shares to an officer of the Company. The bonus shares vest in four tranches of 250,000 bonus shares each, issuable upon the achievement of certain share price thresholds particular to each tranche. Upon initial recognition we estimated the dates that each of these market condition tranches would vest, such dates ranging from December 2019 to March 2022. Consequently, the award date fair value ($537,000, or $0.537 per bonus share) is being recognized over these four periods.

During the three months ended June 30, 2020, two of these tranches vested and the bonus shares were issued.

Subsequent to the reporting period, the third and fourth tranches of 250,000 each vested, but no common shares had yet been issued as of the issuance date of these financial statements.

15.

RELATED PARTY TRANSACTIONS

The Company’s related parties include:

Related party		Nature of the relationship
Key management personnel		Key management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and members of the Board of Directors of the Company.

(a)

Key Management Personnel

Compensation to key management personnel was as follows:

	Three months ended June 30				Six months ended June 30
	2020		2019		2020		2019
Short term incentive plans
Salaries	$	596	$	457	$	732	$	631
Directors’ fees		41		38		84		69
		637		495		816		700
Share based payments		489		511		1,119		1,270
Total	$	1,126	$	1,006	$	1,935	$	1,970

Page 17

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)

Transactions

The Company had no other material transactions with related parties, other than with key management personnel as described above, during the three and six months ended June 30, 2020, or during the year ended December 31, 2019.

(c)

Outstanding balances at the Reporting Date

At June 30, 2020, estimated accrued short term incentive compensation to key management personnel totaled $253,000 and was included in accrued liabilities (December 31, 2019 – $540,000).

16.

SUPPLEMENTAL CASH FLOW INFORMATION

The non-cash investing and financing activities of the Company include the following:

	Three months ended June 30					Six months ended June 30
	2020			2019		2020		2019
Financing activities
Stock options exercised, credited to share capital with an offset to reserves		94			—		179		—
Warrants exercised, credited to share capital with an offset to reserves		—			—		271		—
Shares issued on maturity of RSUs, credited to share capital with offset to reserves		66			112		289		112
Shares issued on vesting of bonus shares, credited to share capital with offset to reserves		—			—		357		—

Investing activities
Initial recognition of right of use assets with an offset to lease obligation		(80	)		—		537		—

Page 18

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

17.

SEGMENT INFORMATION

(a)	Reportable segments

None of these segments yet generate revenue from external customers, and each of the projects are focused on the exploration and evaluation of mineral properties.

(b)	Geographic segments

We conduct our activities in four geographic areas: Mexico, Panama, the United States, and Canada.

	Mexico		Panama		USA		Canada		Total
At June 30, 2020
Equipment	$	235	$	36	$	—	$	72	$	343
Exploration and evaluation assets		35,370		82,429		314		—		118,113

	Mexico		Panama		USA		Canada		Total
At December 31, 2019
Equipment	$	140	$	48	$	—	$	96	$	284
Exploration and evaluation assets		42,900		82,429		314		—		125,643

18.

CAPITAL MANAGEMENT

There were no changes to our policy for capital management during the three and six months ended June 30, 2020.

At the end of 2019, we entered into a Project Finance Facility (note 9) pursuant to which we have drawn $25 million of a total available $125 million. The Project Finance Facility requires us to maintain a minimum working capital of $5 million.

Page 19

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Our ability to carry out our long-range strategic objectives in future years depends on our ability to raise financing from lenders, shareholders, and other investors. We continue to regularly review and consider financing alternatives to fund the Company’s ongoing exploration and development activities.

19.

FINANCIAL INSTRUMENTS

(a)	Fair value hierarchy

To provide an indication of the reliability of the inputs used in determining fair value, we classify our financial instruments into the three levels prescribed by the accounting standards.

Level 1

The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted (unadjusted) market prices as at the reporting date. The quoted market price used for financial assets held by the Company is the closing trading price on the reporting date. Such instruments are included in Level 1.

Level 2

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, we include that instrument in Level 2.

Level 3

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. We have no financial assets or liabilities included in Level 3 of the hierarchy.

At June 30, 2020, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Approximate fair value due to short term nature of the instrument		Fair value
Financial assets
Cash and cash equivalents	FVTPL	$	54,665	$	54,665	$	—	$	—	$	—	$	54,665
Accounts receivable	Amortized cost		10		—		—		—		10		10
Restricted funds	Amortized cost		378		—		378		—		—		378
		$	55,053		54,665	$	378	$	—	$	10	$	55,053

Financial liabilities
Trade payables	Amortized cost	$	386	$	—	$	—	$	—	$	386	$	386
Lease obligation	Amortized cost		539		—		—		—		539		539
Camino Rojo project loan	Amortized cost		13,630		—		13,630		—		—		13,630
Newmont loan	Amortized cost		8,007		—		8,007		—		—		8,007
		$	22,562	$	—	$	21,637	$	—	$	925	$	22,562

Page 20

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

At December 31, 2019, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Approximate fair value due to short term nature of the instrument		Fair value
Financial assets
Cash and cash equivalents	FVTPL	$	23,106	$	23,106	$	—	$	—	$	—	$	23,106
Accounts receivable	Amortized cost		18		—		—		—		18		18
Restricted funds	Amortized cost		509		—		509		—		—		509
		$	23,633		23,106	$	509	$	—	$	18	$	23,633

Financial liabilities
Trade payables	Amortized cost	$	802	$	—	$	—	$	—	$	802	$	802
Lease obligation	Amortized cost		67		—		—		—		67		67
Camino Rojo project loan	Amortized cost		12,961		—		12,961		—		—		12,961
Newmont loan	Amortized cost		9,647		—		9,647		—		—		9,647
		$	23,477	$	—	$	22,608	$	—	$	869	$	23,477

Our policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

20.

COMMITMENTS AND CONTINGENCIES

(a)	Commitments

During the period ended June 30, 2020, the Company issued purchase orders for long lead equipment necessary for the construction of the Camino Rojo mine. At June 30, 2020, these outstanding purchase orders totaled $12,981,000 (December 31, 2019 – $2,483,000), which we expect will be filled in the next 12 months.

In the event of a change in control, the Company is committed to severance payments amounting to approximately $2,550,000 (December 31, 2019 – $2,020,000) to certain officers and management. No amounts have been recorded in these consolidated financial statements to reflect such severance payments.

(b)	Litigation

21.

EVENTS AFTER THE REPORTING PERIOD

(a)	Share Issuances

Subsequent to the reporting period, the Company issued common shares from the exercise of stock options (note 14(a)) and warrants (note 13(b)), and the vesting of RSU’s (note 14(b)). Certain bonus shares had vested but had not yet been settled.

Page 21

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

22.

EFFECT OF THE CHANGE IN PRESENTATION CURRENCY

The effects of the change in presentation currency discussed in note 3 above were as follows.

(a)	Effect on the consolidated balance sheets as at December 31, 2019 and January 1, 2019

	December 31, 2019						January 1, 2019
	USD			CAD			USD			CAD
ASSETS
Current assets
Cash and cash equivalents	US$	23,106		C$	30,009		US$	12,234		C$	16,686
Accounts receivable		94			122			282			385
Prepaid expenses		53			64			151			206
		23,253			30,195			12,667			17,277
Restricted funds		509			662			150			205
Value added taxes recoverable		1,340			1,747			622			849
Equipment		284			370			252			344
Exploration and evaluation assets		125,643			163,383			124,099			169,282
TOTAL ASSETS	US$	151,029		C$	196,357		US$	137,790		C$	187,957

LIABILITIES
Current liabilities
Trade and other payables	US$	802		C$	1,042		US$	1,278		C$	1,743
Accrued liabilities		1,578			2,049			1,405			1,916
		2,380			3,091			2,683			3,659
Lease obligations		44			57			—			—
Camino Rojo project loan		12,961			16,833			—			—
Newmont loan		9,647			12,573			4,475			6,103
Accrued liabilities – long term		261			338			—			—
Site closure provisions		575			748			626			745
TOTAL LIABILITIES		25,868			33,640			7,784			10,507

SHAREHOLDERS' EQUITY
Share capital		159,230			208,186			153,852			201,077
Reserves		30,061			39,348			19,931			25,960
Accumulated other comprehensive income (loss)		(1,027	)		(1,036	)		(3,393	)		4,797
Accumulated deficit		(63,103	)		(83,781	)		(40,384	)		(54,384	)
TOTAL SHAREHOLDERS' EQUITY		125,161			162,717			130,006			177,450

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	US$	151,029		C$	196,357		US$	137,790		C$	187,957

Page 22

ORLA MINING LTD.

Notes to the Condensed Interim Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)	Effect on the consolidated statement of loss and comprehensive loss for the six months ended June 30, 2019

	Six months ended June 30, 2019
	USD			CAD
EXPLORATION AND EVALUATION EXPENSES
Assays and analysis	US$	122		C$	159
Drilling		729			972
Geological		971			1,297
Engineering		1,302			1,742
Environmental		317			423
Community and government		350			467
Land and water use, claims and concessions		2,312			3,085
Project management		93			124
Project review		88			118
Site activities		886			1,181
Site administration		1,087			1,450
		8,257			11,018

GENERAL AND ADMINISTRATIVE EXPENSES
Office and administrative		284			379
Professional fees		204			273
Regulatory and transfer agent		65			87
Salaries and benefits		833			1,114
		1,386			1,853

OTHER EXPENSES (INCOME)
Depreciation		47			62
Share based payments		1,615			2,160
Interest and finance costs		256			346
Foreign exchange loss (gain)		20			24
		1,938			2,592

LOSS FOR THE YEAR	US$	11,581		C$	15,463

OTHER COMPREHENSIVE LOSS (INCOME)
Items that may in future periods be reclassified to profit or loss:
Foreign currency differences arising on translation of foreign operations		(1,138	)		5,443
TOTAL COMPREHENSIVE LOSS	US$	10,443		C$	20,906


Weighted average number of common shares outstanding (millions)		179.5			179.5

Loss per share - basic and diluted	US$	0.06		C$	0.09

Page 23

Exhibit 99.10

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

Amounts in United States dollars

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Overview

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company should be read in conjunction with our condensed consolidated interim financial statements for the quarter end June 30, 2020. You can find additional information regarding the Company, including our Annual Information Form, on SEDAR under the Company’s profile at www.sedar.com.

All monetary amounts herein are expressed in United States dollars ($ or US$) unless otherwise stated. C$ refers to Canadian dollars.

This MD&A is current as of August 10, 2020.

Hans Smit, P.Geo, is the Qualified Person, as the term is defined in National Instrument 43-101 (“NI 43-101”). He has reviewed and approved the technical information disclosed in this MD&A.

HIGHLIGHTS

During the quarter ended June 30, 2020, and to the date of this MD&A:

Projects

We have anticipated receipt of the required permits to allow us to commence construction of the Camino Rojo Oxide Gold Project in mid-2020. However, review by the Mexican Federal Environment Department (“SEMARNAT”) of the documents required to obtain an operating permit has been delayed by government office closures resulting from the COVID-19 Global Health Emergency. The Mexican Federal Environment Department (“SEMARNAT”) has resumed conducting reviews on Environmental Impact Statements (“Manifestos de Impacto Ambiental” or “MIA”) as of June 1, 2020.

Approximately 58% of the Detailed Engineering at Camino Rojo has been completed and purchase orders have been placed for long lead equipment.

An update to the Camino Rojo Feasibility Study is being prepared to include the layback area resulting in a larger oxide pit from the previously announced agreement with Fresnillo Plc (“Fresnillo”).

Return-to-Work plans and protocols have been implemented at Camino Rojo and Cerro Quema and subsequently approved by the health authorities in each country.

Page 2

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Financing and Corporate

Cash and cash equivalents balance at June 30, 2020 of $55 million.

Appointed Andrew Cormier as the Chief Operating Officer in April 2020.

Appointed Sean Spraggett as the General Manager, Panama, in July 2020.

Exploration and Other Project Development

We advanced the Camino Rojo Sulphide Project during the quarter which included additional studies on the resource model and metallurgical testing. Based on the results of these programs, a 5,000-metre diamond drilling program will be undertaken this year to test the geological model and collect samples for additional metallurgical testing.

Regional exploration in Mexico has begun at Las Miserias with 5 of 10 trenches completed to date. Reverse circulation (“RC”) drilling commenced in July with a total of 6,000 metres (“m’) planned. An additional 3,000 m of diamond drilling is planned by the end of the year based on the results from the RC program.

In Panama, the Company continued work to update the Cerro Quema Pre-Feasibility Study. The required field work to support the study has been planned and is expected to begin in the third quarter.

COVID-19 Global health emergency

On March 20, 2020, Orla suspended all activities at the Camino Rojo and Cerro Quema projects due to government mandated stay-at-home orders issued in response to the COVID-19 Global Health Emergency.

In the second half of May 2020, health officials in Mexico allowed certain industries to restart activites provided they were following all preventive measures. Government offices have resumed reviewing permit applications at a reduced capacity. Procurement and detailed engineering work continues on a remote basis. However, if the current situation results in a delay in obtaining the required environmental permit, it may impact the timing of our contruction schedule, and consequently our timing to production. Authorization to resume activities at Camino Rojo was received from the Mexican health authorities on May 23, 2020 after a plan was presented and all requirements met for a safe return to work.

On June 1, 2020, the Panamanian government announced Phase 2 of re-opening, which includes the mining industry. We submitted COVID-19 protocols for the re-opening of site operations and on July 8, 2020 we received approval from the Ministry of Health of Panama for a gradual re-opening of activities. We are planning the restart of exploration activities for September 2020.

Page 3

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

We continue to monitor our activities, in particular with regard to the safety of our personnel and the communities where we conduct our activities.

OUTLOOK AND UPCOMING MILESTONES

We remain focused on advancing the Company’s strategic objectives and near-term milestones, which include the following:

Continue safe restart of operations in Mexico and Panama and support the continued health of our employees and local communities.

Receive approval for the Environmental Impact Statement (“MIA”) for the Camino Rojo Oxide Project and commence project construction.

Complete Layback Agreement with Fresnillo for the Camino Rojo Oxide Project.

Advance both oxide and sulphide exploration programs at Camino Rojo and at Cerro Quema.

Progress Camino Rojo Sulphide Project studies.

Update the Pre-Feasibility Study at Cerro Quema Oxide Project.

Release a maiden mineral resource estimate for the Caballito discovery at Cerro Quema in Panama.

DISCUSSION OF OPERATIONS

Camino Rojo, Mexico

Project Description and History

The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S-SE of Newmont Corporation’s (“Newmont”) Peñasquito Mine and consists of seven concessions covering in aggregate 163,127 hectares. In November 2017, we acquired the Camino Rojo Project from Goldcorp Inc. (now, “Newmont”). Camino Rojo is comprised of a near-surface oxide gold and silver deposit, a deeper sulphide zone containing gold, silver, zinc and lead mineralization, and a large area with untested exploration potential.

Page 4

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

The Company has full rights to explore, evaluate, and exploit the property. However, if sulphide projects are defined through one or more positive pre-feasibility studies with development scenarios either (i) exceeding 500 million tonnes of proven and probable reserves developed as a stand alone operation, or (ii) using the existing infrastructure at the Peñasquito mine, Newmont would have an option to enter into a joint venture with Orla at a 60% or 70% level respectively, for the purpose of future exploration, advancement, construction, and exploitation of such a sulphide project. Upon meeting one of the development scenario criteria, if Newmont then chooses to exercise its option, Orla’s share of the costs to develop a sulphide project would be, at Orla’s option, carried to production by Newmont. If Newmont acquires a portion of a sulphide project in the future through the exercise of its option, Orla would retain a right of first refusal on the future sale by Newmont of any portion of that sulphide project. The Camino Rojo Asset Purchase Agreement was filed on SEDAR on June 28, 2017. Details of the joint venture are available in our news release dated November 7, 2017, which is available here.

Camino Rojo Feasibility Study

The Feasibility Study incorporates geological, assay, engineering, metallurgical, geotechnical, environmental and hydrogeological information collected by Orla and previous owners since 2007, including 370,566 metres of drilling in 911 holes. Predicted average gold recoveries of 64% are based on results from 85 column tests.

Page 5

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

We had anticipated commencing construction of the Camino Rojo Oxide Gold Project in mid-2020 upon receipt of all required permits. Government review of the documents required to obtain an operating permit has been delayed by COVID-19 closures and the final permit is now expected during the second half of 2020. Provided the permit is granted in the next few months, we expect first gold production in the second half of 2021.

Mineral Reserves

The new mineral reserve estimate at Camino Rojo includes proven and probable mineral reserves of 44.0 million tonnes at a gold grade of 0.73 grams per tonne ("g/t") and a silver grade of 14.2 g/t, for total mineral reserves of 1.03 million ounces of gold and 20.1 million ounces of silver. All mineral reserves are contained and accessible from within Orla's mineral concessions.

Mineral Resources

As part of the Feasibility Study efforts, IMC updated the mineral resource estimate from the previous estimate prepared as of April 27, 2018 and previously reported in Orla's May 29, 2018 news release. Mineral resources were divided between oxide and transitional material that could possibly be extracted by open pit mine and processed in a heap leach operation ("Leach Resource") and sulphide material that could possibly be extracted by open pit and processed in a mill ("Mill Resource"). For the Mill Resource, estimates were made for contained gold, silver, lead and zinc. As lead and zinc would not be recovered in a heap leach operation, only gold and silver were estimated for the Leach Resource.

The mineral reserve and resource estimate for Camino Rojo is available in the Company’s Annual Information Form which was filed on SEDAR on March 23, 2020, and is also accessible on the Company’s website at www.orlamining.com. All of the mineralization comprised in Orla’s mineral resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by Orla. However, the mineral resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto lands where mineral title is held by Fresnillo and that waste would be mined on Fresnillo’s mineral titles. Any potential development of the Camino Rojo Project that includes an open pit encompassing the entire mineral resource estimate would be dependent on executing the Layback Agreement with Fresnillo, which addresses the oxide and transition portion of the mineral resources that are amendable to heap leaching, and a subsequent agreement addressing the sulphide mineral resources that are not amendable to heap leaching. It is estimated that approximately two-thirds of the mineral resource estimate is dependent on the proposed Layback Agreement and a subsequent agreement being obtained with Fresnillo.

Page 6

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Layback Agreement

Under the terms of the proposed Layback Agreement, Orla would pay Fresnillo a total cash consideration of $62.8 million based on the following schedule: (i) $10 million due upon the execution of the Layback Agreement; (ii) $15 million due upon Orla having received all funding and permits required for construction and development; or July 1, 2020, whichever is sooner (subsequently revised to the date the Layback Agreement is entered into); (iii) $15 million due no later than (a) 12 months following the commencement of commercial production at the Camino Rojo Project or (b) December 1, 2022, whichever is earlier; and (iv) $22.8 million due no later than (a) 24 months following the commencement of commercial production at the Camino Rojo Project or (b) December 1, 2023, whichever is earlier. The amounts for the third and fourth payments shall bear an interest rate of 5% per annum from the date the Layback Agreement is entered into until the date of payment.

The non-binding letter agreement with Fresnillo has a term of 12 months and remains subject to execution of the Layback Agreement between the parties, which is currently underway and expected during the third quarter of 2020. The proposed Layback Agreement will not preclude or restrict Fresnillo from participating in any future development of the sulphide mineral resource at the Camino Rojo Project.

Permitting

Page 7

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Permitting documents were submitted to SEMARNAT during the third quarter of 2019. The Company was notified that the CUS was accepted on December 12, 2019 and paid the required fees on January 17, 2020. The Company received a series of questions and requests for additional information on the MIA on November 12, 2019. This is a normal part of the process. A reply was submitted to this on December 20, 2019. On January 13, 2020, SEMARNAT notified the Company of a one-time 60 working-day extension to the MIA review. This would have resulted in the review being completed during the first half of 2020. However, the SEMARNAT offices were closed on March 19, 2020 due to the COVID-19 Global Health Emergency. On June 1, 2020 SEMARNAT resumed reviewing permits at a reduced capacity.

We plan to build and operate the project in accordance with International Finance Corporation Performance Standards, as well as the International Council on Mining and Metals principles. We have contracted ERM, a global consulting company, to review the environmental assessment and proposed mitigation measures for the project.

Development activities

Subsequent to submitting our permit applications in August 2019, we have focussed our work on the detailed engineering and planning required to start construction in 2020. In September 2019, we awarded the engineering, procurement, and construction management (“EPCM”) contract for the Camino Rojo Oxide Gold Project to M3 Engineering & Technology Corporation (“M3”), a full service EPCM firm headquartered in Tucson, Arizona.

As of June 30, 2020, approximately 58% of the detailed engineering had been completed. We have placed purchase orders for the crushing package and the heap leach stacking system and have made cash down payments of approximately $11 million for these items.

Additional activities completed during the quarter include:

Convened a COVID-19 Emergency Committee to monitor the latest information on the pandemic, and developed plans and protocols for the safe return to work;

Continued detailed engineering;

Approximately 36% of the project budget has been committed for purchase orders and contracts.

Camino Rojo Project Loan

The Credit Facility provides a total of $125 million to the Company, available in three tranches. The first tranche of $25 million was drawn down by the Company on December 18, 2019 upon execution of the definitive loan documentation. Tranches 2 and 3 provide $50 million each, available for drawdown after meeting certain covenants and after satisfaction of conditions precedent, including the receipt of certain key permits required for the development of the Camino Rojo project. There is no guarantee that all conditions precedent and covenants will be met in a timely manner and failure to do so could delay or prevent further draws from the Credit Facility in the future.

Page 8

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Regional exploration

As well as development-related activities, we continue to conduct a regional exploration program. Work completed during the quarter included geological mapping and rock sampling.

Work on the project will continue to focus on development-related activities. Regional exploration will continue to involve geology and sampling followed by geophysics in areas where potentially favourable indicators are found. A well-defined chargeability anomaly that is roughly 1,000 by 400 metres in size in the southwest part of the property will be drilled tested, as will a coincident IP and magnetic anomaly northeast of the resource area. Regional exploration has started at Las Miserias with 5 of 10 trenches completed. RC drilling will commence in July with a total of 6,000 metres (“m”) planned. An additional 3,000 m of diamond drilling are planned by the end of the year based on results of the first phase.

Community and social

We maintain an active community, social relations and environmental management program. During the quarter, there were no environmental incidents. Community activities during the second quarter of 2020 were primarily focused on supporting our local communities and the challenges faced as result of COVID-19 impacts:

Provided support to the local health center during the COVID-19 pandemic including the donation of food, medical and protective equipment;

Provided training and educational materials regarding the coronavirus to local communities;

Continued to provide support to the community in efforts to maintain a doctor assigned to the community.

Cerro Quema Project, Panama

Project Description and History

The Company owns the surface rights for land required to mine the Cerro Quema mineral reserves and to construct and operate a heap leach facility.

Page 9

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Environmental and permitting

Mineral concessions are comprised of three contracts between the Republic of Panama and Minera Cerro Quema SA, a wholly owned subsidiary of Orla. The original 20-year term for these concessions expired on February 26, 2017 (Contracts 19 and 20) and March 3, 2017 (Contract 21). The Company has applied for the prescribed 10-year extension to these contracts as it is entitled to under Panamanian mineral law. On March 6, 2017, the Ministry of Commerce and Industry provided written confirmation to the Company that the extension applications were received, and that exploration work could continue while the Company waits for the renewal. We have received verbal assurances from government officials that the renewal applications are complete with no outstanding legal issues. On April 26, 2017, the Company received authorization from the Ministry of Environment to drill in two areas outside of the existing permitted drill area. On June 28, 2017, the Company received a permit to use water for drilling. A permit was received on May 8, 2018 to drill in the Sombrero zone and on May 11, 2018, we received two permits to use water for drilling. An existing permit that allows drilling in the areas of the current mineral resources was extended for two years in May 2018. In October 2018, the government accepted our 2018 concession tax payments, and in February 2019, we paid the 2019 concession tax payments. A new drilling permit for the Pelona area in the eastern part of the concessions was received on February 11, 2019. All drill permits are currently active. General elections were held in Panama in May 2019, which resulted in a change in federal government effective July 1, 2019.

We received a permit for copper exploration on October 17, 2019, two permits allowing temporary use of water for exploration drilling on November 12, 2019, and an additional two temporary water permits on January 13, 2020.

On February 3, 2020, the annual concession payments were made and accepted.

Corporate Social Responsibility

We have an active community relations program that includes providing hot lunches to 5 to 15-year-old children studying in the 12 schools located within a 15-kilometre radius of the Cerro Quema project. We also provide support for various local amateur sports teams, a youth orchestra, local fairs, and cultural events.

Exploration

There were no notable exploration activities at Cerro Quema in the second quarter of 2020. Our exploration programs are expected to begin during the third quarter of 2020.

On June 1, 2020, the Panamanian government announced Phase 2 of re-opening, which includes the mining industry. The Company submitted COVID-19 protocols for the re-opening of site operations and on July 8, 2020 we received approval from the Ministry of Health of Panama for a gradual re-opening of activities. We are planning the restart of exploration activities for September 2020.

Pre-Feasibility Study

In 2020, we plan to update the Cerro Quema Pre-Feasibility Study (“PFS”) on the oxide heap leach gold project initially completed in 2014. This will include updated mineral reserve and mineral resource estimates. In addition to the work on oxide mineralization, we will continue to advance exploration of the Caballito copper-gold sulphide discovery. This style of mineralization, identified in 2018, presents potential value to the project in addition to the current heap-leach oxide gold project. In addition to the 1.2 km long trend north of Caballito through to Quemita, the Pelona area in the eastern part of the project provides extensive target areas for additional Caballito-style mineralization.

Page 10

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Non-GAAP Measures

We have included certain non-GAAP performance measures as detailed below. In the gold mining industry, these are common performance measures but may not be comparable to similar measures presented by other issuers and the non-GAAP measures do not have any standardized meaning. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles applicable to the Company.

All-In Sustaining Costs ("AISC")

SUMMARY OF QUARTERLY RESULTS

Page 11

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

$ thousands	2020-Q2			2020-Q1		2019-Q4		2019-Q3		2019-Q2		2019-Q1		2018-Q4			2018-Q3
Exploration expense	$	770		$	7,376		3,069		3,630		2,612		5,642		5,046			5,352
General and administrative		194			185		150		97		83		201		140			111
Professional fees		230			176		165		170		110		94		134			63
Regulatory and transfer agent		66			82		111		30		34		31		158			14
Salaries and wages		527			264		730		423		450		383		640			323
Depreciation		382			243		6		25		25		22		40			27
Share based payments		612			772		374		580		673		942		807			450
Interest income and finance costs		648			612		446		467		34		221		63			15
Foreign exchange		(1,220	)		479		139		—		8		13		(88	)		43
Net loss		2,209			10,189		5,190		5,422		4,029		7,549		6,940			6,398
Loss per share (basic and diluted)	$	0.01		$	0.05	$	0.03	$	0.03	$	0.02	$	0.04	$	0.04		$	0.03

In 2019, we continued work on, completed, and publicly filed the feasibility study for Camino Rojo. We commenced detailed engineering and planning for construction of Camino Rojo. Quarterly variations are due to seasonality and timing of mining concession fees, drilling activities and awaiting results from previous quarters’ exploration activities. In 2020, we commenced detailed engineering for the mine at Camino Rojo, which is now 58% complete.

The increased activity at Camino Rojo has led to the acquisition of leased equipment at the project, which has driven a corresponding increase in depreciation expense.

Share based payments expense is generally related to the number of stock options and RSUs vesting during the quarter. The grants occurred during 2018-Q2, 2019-Q1, and 2020-Q1; consequently, those quarters tend to be greater than the others. The increase in share-based payments in 2018-Q4 was related to a one-time option and bonus share grant to the incoming CEO.

Interest income is directly related to cash on hand and prevailing interest rates.

Foreign exchange gains and losses vary based on fluctuation of the Canadian dollar and the Mexican peso versus the US dollar. Near the end of 2020-Q1, there were unusually large swings in the CAD/USD and MXN/USD exchange rates related to economic uncertainty arising from the COVID-19 pandemic.

Page 12

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

6. SECOND QUARTER OF 2020

The following table is based on accompanying condensed consolidated interim financial statements prepared in accordance with IFRS. Figures are expressed in thousands of United States dollars.

				Comparison to last quarter					Comparison to same quarter last year
$ 000’s	2020-Q2			2020-Q1		Difference			2019-Q2		Difference
Exploration expense	$	770		$	7,376	$	(6,606	)	$	2,612	$	(1,842	)
General and administrative		194			185		9			83		111
Professional fees		230			176		54			110		120
Regulatory and transfer agent		66			82		(16	)		34		32
Salaries and wages		527			264		263			450		77
Depreciation		382			243		139			25		357
Share based payments		612			772		(160	)		673		(61	)
Interest income and finance costs		648			612		36			34		614
Foreign exchange		(1,220	)		479		(1,699	)		8		(1,228	)
Loss for the quarter	$	2,209		$	10,189	$	(7,980	)	$	4,029	$	(1,820	)

Exploration and evaluation expenses during the current quarter are lower than both the previous quarter and the same quarter of 2019. During 2020-Q1, we paid $2.4 million for a Change in Land Use permit, and $3.2 million for land and water use fees, which costs did not occur in the current quarter. In 2019-Q2, we were completing drilling, geology, geophysics and engineering work for the Feasibility Study which was issued later that summer.

The increase in salaries and wages from 2020-Q1 is due to the hiring of administration personnel and a new COO, as well as an accrual for severance.

During 2020-Q1, the US dollar strengthened against the Mexican peso (the functional currency of our Mexican operations) and the Canadian dollar (the functional currency of the Canadian parent corporation). During 2020-Q2 that trend reversed, and the the US dollar weakened against both currencies, We had net US$ liabilities in our Canadian company during 2020-Q2 which drove much of the FX gain in this quarter.

$25 million of the $125 million project loan was drawn down in December 2019; consequently there was no interest expense in 2019-Q2 as the loan had not yet been drawn down.

7. LIQUIDITY AND CAPITAL RESOURCES

The Company had working capital of approximately $51 million as at June 30, 2020, compared with $21 million at December 31, 2019. During the current quarter, the Company raised C$75 million ($52.9 million, net of costs) in an equity financing and a further $1.7 milion pursuant to the exercise of options and warrants.

Page 13

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

In December 2019, we entered into an agreement for a credit facility for the development of the Camino Rojo Oxide Gold Project. This agreement provides a total of $125 million to the Company, available in three tranches. We drew down the first tranche of $25 million on December 18, 2019 upon execution of the definitive loan documentation. Tranches 2 and 3 provide $50 million each, available for drawdown after satisfaction of conditions precedent, including the receipt of certain key permits required for the development of the Camino Rojo project.

As part of the acquisition of the Camino Rojo Gold Project in November 2017, Newmont agreed to provide interest free loans to the Company for all annual land holding costs as incurred at Camino Rojo until December 31, 2019, which loans are to be repaid in cash upon reaching commercial production at Camino Rojo. To the date of these financial statements, a total of MXN 219 million had been advanced pursuant to this agreement. No further advances are expected.

Our ability to carry out our long range strategic objectives in future periods depends on our ability to raise financing from lenders, shareholders and other investors. We continue to regularly review and consider financing alternatives to fund the Company’s ongoing activities. We expect to fund the operating costs and the operating and strategic objectives of the Company over the next twelve months with existing cash on hand, and with further equity financings and draws from the Camino Rojo project loan.

The Company had material commitments for capital expenditures as of June 30, 2020. Since the beginning of this year, we have made payments totalling approximately $11 million as down payments for long-lead equipment for the Camino Rojo mine.

As of the date of this MD&A, the Company had open purchase orders in the amount of $25 million and commited contracts totalling $33 million.

8. OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements requiring disclosure under this section.

9. RELATED PARTY TRANSACTIONS

10. CRITICAL ACCOUNTING ESTIMATES

In preparing the accompanying condensed consolidated interim financial statements, we have made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

We review estimates and their underlying assumptions on an ongoing basis. Revisions to estimates are recognized prospectively.

Page 14

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Exploration and evaluation expenditures

We apply a number of estimates and assumptions, such as the determination of the quantities and types of mineral resources, which itself involves varying degrees of uncertainty depending on resource classification (measured, indicated or inferred). These estimates directly impact accounting decisions related to our E&E expenditures.

Assessment of impairment indicators

Title to mineral properties

Functional currency

The functional currency for the parent entity and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency involves judgements to identify the primary economic environment. We reconsider the functional currency of each entity if there is a change in the underlying transactions, events and conditions which we used to determine the primary economic environment of that entity.

11. FINANCIAL INSTRUMENTS

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and the manner in which we manage these risks varies based upon our assessment of these risks and available alternatives for mitigation. We do not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support our operations.

Page 15

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and six months ended June 30, 2020

United States dollars unless otherwise stated

12. OUTSTANDING SHARE DATA

As of the date of this MD&A, the Company had the following equity securities outstanding:

227,152,853 common shares

49,275,600 warrants

10,784,985 stock options

500,000 bonus shares (all of which had vested but had not yet been settled into common shares)

928,026 restricted share units

644,525 deferred share units

Page 16

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

United States dollars unless otherwise stated

13.

RISKS AND UNCERTAINTIES

Permits and Licenses

The timing of our ability to construct a mine at Camino Rojo is subject to, and may be affected by, timely review and approval by the Mexican environmental and permitting authorities.

Foreign Country and Political Risk

We do not carry political risk insurance.

Dependence on Exploration-Stage Properties

Estimates of Mineral Resources & Mineral Reserves and Production Risks

Page 17

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

United States dollars unless otherwise stated

The Camino Rojo Gold Project mineral resource estimate assumes that the Company can access mineral titles and lands that are not controlled by the Company

Mineral resource estimations for the Camino Rojo Gold Project are only estimates and rely on certain assumptions

Mining Industry

Page 18

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration and development of ore, including unusual and unexpected geology formations, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to life or property, environmental damage and possible legal liability. The Company’s mineral exploration activities are directed towards the search, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company as described herein will result in discoveries of commercial quantities of ore. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which with greater financial resources, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts.

Government Regulation

The exploration activities of the Company are subject to various federal, provincial and local laws governing prospecting, development, taxes, labour standards, toxic substances and other matters. Exploration activities are also subject to various federal, provincial and local laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of air and water quality standards, and land reclamation. These laws also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Although the Company’s exploration activities are currently carried out in accordance with all applicable rules and regulations governing operations and exploration activities, no assurance can be given that new rules and regulations, amendments to current laws and regulations or more stringent implementation thereof could have a substantial adverse impact on the Company’s activities.

Title Matters

Land Title

Environmental Risks and Hazards

All phases of the Company’s mineral exploration operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulations, laws and permits, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties. The Company may become liable for such environmental hazards caused by previous owners and operators of the properties even where it has attempted to contractually limit its liability.

Page 19

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Commodity Prices

Uninsured Risks

Compliance with Anti-Corruption Laws

Orla is subject to various anti-corruption laws and regulations including, but not limited to, the Corruption of Foreign Public Officials Act (1999). In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. The Company’s primary operations are located in jurisdictions which have been perceived as having fairly high levels of corruption. Orla cannot predict the nature, scope or effect of future anti- corruption regulatory requirements to which the Company’s operations might be subject or the manner in which existing laws might be administered or interpreted.

As a consequence of these legal and regulatory requirements, the Company has instituted policies with regard to business ethics, which have been designed to ensure that Orla and its employees comply with applicable anti-corruption laws and regulations. However, there can be no assurance or guarantee that such efforts have been and will be completely effective in ensuring the Company’s compliance, and the compliance of its employees, consultants, contractors and other agents, with all applicable anticorruption laws and regulations.

Page 20

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Conflicts of Interest

Threat of Infectious Diseases or Outbreaks of Viruses

14.

FORWARD LOOKING STATEMENTS

This MD&A contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements regarding (i) planned exploration and development programs and expenditures; (ii) the estimation of mineral resources and mineral reserves; (iii) expectations on the potential renewal of the expired mineral concessions with respect to the Cerro Quema project; (iv) proposed exploration plans and expected results of exploration from each of the Cerro Quema project and the Camino Rojo project; (v) the potential for the discovery of additional mineral resources; (vi) Orla’s ability to obtain required mine licences, mine permits, required agreements with third parties and regulatory approvals, including but not limited to, the receipt of the Environmental & Social Impact Assessment (“ESIA”) permit related to the Cerro Quema project and other necessary permitting required to implement expected future exploration plans; (vii) community and ejido relations; (viii) requirements for additional land; (ix) availability of sufficient water for proposed operations; (x) results of feasibility studies, including but not limited to mineral resource and mineral reserve estimation, mine plans and operations, internal rates of return, sensitivities, taxes, net present values, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; (xi) upside opportunities such as pit wall angles, land agreements, and the development of the sulphide mineral resource, and exploration potential; (xii) the timing and costs for production decisions; (xiii) financing timelines and requirements, including the timing and the amount to be secured relating to the Camino Rojo project loan; (xiv) the Camino Rojo project loan, including meeting all the conditions precendent relating to tranches 2 and 3 of the project loan; (xv) timing for start of engineering work, construction, and receipt of permits; (xvi) changes in commodity prices and exchange rates; (xvii) currency and interest rate fluctuations; (xviii) timing for first gold production; and (xix) the Company's objectives and strategies.

Page 21

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

United States dollars unless otherwise stated

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, (i) the future price of gold; (ii) anticipated costs and the Company’s ability to fund its programs; (iii) the Company’s ability to carry on exploration and development activities; (iv) the Company’s ability to secure and to meet obligations under property agreements; (v) the timing and results of drilling programs; (vi) the discovery of mineral resources and mineral reserves on the Company’s mineral properties; (vii) the obtaining of an agreement with the Adjacent Owner (as defined herein) to develop the entire Camino Rojo Gold Project mineral resource estimate; (viii) the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction and operation of projects; (ix) the costs of operating and exploration expenditures, (x) assumptions regarding the ability to meet the conditions precedent regarding drawdown on the the Camino Rojo project loan; (xi) the accuracy of mineral resource and mineral reserve estimations; (xii) that there will be no material adverse change affecting the Company or its properties; (xiii) that all required permits and approvals will be obtained; (xiv) that social or environmental issues might exist, are well understood and will be properly managed; (xv) that there will be no significant disruptions affecting the Company or its properties; (xvi) the Company’s ability to operate in a safe, efficient and effective manner; and (xvii) the Company’s ability to obtain financing as and when required and on reasonable terms.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward looking statements include, among others: (i) failing to meet certain conditions precedent to draw the reamining portion of the Camino Rojo project loan; (ii) risks related to uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral resources and reserves, including changes in economic parameters; (iii) risks relating to not securing agreements with third parties or not receiving required permits; (iv) failure to obtain required regulatory and stock exchange approvals with respect to any Offering; (v) uncertainty and variations in the estimation of mineral resources and mineral reserves; (vi) delays in or failure to obtain an agreement with the Adjacent Owner with respect to the Camino Rojo Gold Project; (vii) health, safety and environmental risks; (viii) success of exploration, development and operations activities; (ix) risks relating to foreign operations and expropriation or nationalization of mining operations; (x) delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; (xi) delays in getting access from surface rights owners; (xii) uncertainty in estimates of production, capital and operation costs and potential for production and cost overruns; (xiii) the impact of Panamanian or Mexican laws regarding foreign investment; (xiv) the fluctuating price of gold; (xv) assessments by taxation authorities in multiple jurisdictions; (xvi) uncertainties related to title to mineral properties; (xvii) competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; and (xviii) the Company’s ability to identify, complete and successfully integrate acquisitions.

Page 22

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

United States dollars unless otherwise stated

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risks and Uncertainties” in this MD&A for additional risk factors that could cause results to differ materially from forward-looking statements.

Page 23

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

United States dollars unless otherwise stated

15.

ABBREVIATIONS USED

C$	Canadian dollars

AIF	Annual Information Form

AISC	All in Sustaining Cost

Ag	Silver

Au	Gold

Canplats	Canplats Resources Corporation

Cerro Quema Report or 2014 PFS	An independent technical report for the Cerro Quema Project entitled “Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014 with an effective date of June 30, 2014 (the “Cerro Quema Report”) prepared by Eugene Puritch, P. Eng., Richard H. Sutcliffe, P.Geo., Tracy Armstrong, P.Geo., Antoine Yassa, P.Geo., David Burga, P.Geo., Kenneth Kuchling, P.Eng., and Fred Brown, P.Geo., of P&E Mining Consultants Inc., Gene Tortelli, PE, George Lightwood, PE, and David Brown, P.Geo., of Golder Associates Inc., and Mark Gorman, PE of KCA.

CIM	Canadian Institute of Mining, Metallurgy and Petroleum

Company	Orla Mining Ltd.

CSR	Community and Social Responsibility

EPCM	Engineering, Procurement, and Construction Management

ESIA	Estudio de Impacto Ambiental, a Panamanian environmental impact study

g/t	Grams per metric tonne

G&A	General and administrative costs

GAAP	Generally accepted accounting principles, which for the Company are IFRS

Goldcorp	Goldcorp Inc., a predecessor company to Newmont Goldcorp Corporation, prior to April 18, 2019.

MXN	Mexican pesos

Newmont	Newmont Goldcorp Corporation, a publicly traded company resulting from the combination of Newmont Mining Corporation and Goldcorp Inc., effective April 18, 2019.

ha	hectares

HGL	HydroGeoLogica Inc.

IFRS	International Financial Reporting Standards, as issued by the International Accounting Standards Board

IMC	Independent Mining Consultants Inc.

IP	Induced polarization

IRR	Internal rate of return

K tonnes	Thousands of metric tonnes

Koz	Thousands of troy ounces

KCA	Kappes Cassiday and Associates

LOM	Life of mine

m	metres

M&I	Measured and indicated

MD&A	Management's Discussion and Analysis

MIA	Manifiesto de Impacto Ambiental. In English, an Environmental Impact Statement

Page 24

ORLA MINING LTD.

Management’s Discussion and Analysis

Three and six months ended June 30, 2020

United States dollars unless otherwise stated

NI 43-101

Canadian National Instrument 43-101 “Standards of Disclosure for Mineral Projects”

NPV	Net present value

Pb	Lead

PFS	Pre-Feasibility Study

RC	Reverse circulation

RGI	Resource Geosciences Incorporated

SEDAR	The System for Electronic Document Analysis and Retrieval, a filing system operated by the Canadian Securities Administrators, accessible at: www.sedar.com

SEMARNAT	Secretaría del Medio Ambiente y Recursos Naturales. In English, the Secretariat of Environment and Natural Resources (Mexico)

t	Metric tonne, equal to 1,000 kilograms (approximately 2,205 pounds)

TSX	Toronto Stock Exchange

$	United States dollars

Zn	Zinc

Page 25

Exhibit 99.11

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jason Simpson, Chief Executive Officer of Orla Mining Ltd, certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Orla Mining Ltd. (the “issuer”) for the interim period ended June 30, 2020.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: Not applicable

5.3

Limitation on scope of design: Not applicable

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 10, 2020

/s/ Jason Simpson

Jason Simpson

Chief Executive Officer

Exhibit 99.12

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Etienne Morin, Chief Financial Officer of Orla Mining Ltd, certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Orla Mining Ltd. (the “issuer”) for the interim period ended June 30, 2020.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: Not applicable

5.3

Limitation on scope of design: Not applicable

Date: August 10, 2020

/s/ Etienne Morin

Etienne Morin

Chief Financial Officer

Exhibit 99.13

NEWS RELEASE

ORLA MINING APPOINTS SEAN SPRAGGETT AS GENERAL MANAGER, PANAMA

VANCOUVER, BC – July 2, 2020 - Orla Mining Ltd. (TSX: OLA) (“Orla” or the "Company") is pleased to announce that Sean Spraggett has been appointed as General Manager, Panama, effective July 1, 2020.

“We are excited to have Sean join the Orla team. His extensive experience in-country and across broader Latin America will serve the Company well as we advance our Cerro Quema project in Panama”, stated Jason Simpson, President and Chief Executive Officer of Orla.

Mr. Spraggett has over 25 years of experience in the mining industry and was previously the Country Manager for Stracon mining contractors and supported the development of the Cobre Panama mine. He also led the development and operations of the Constancia mine in Peru for Norsemont Mining prior to its acquisition by Hudbay Minerals. Mr. Spraggett brings mine design, construction, and operations expertise to Orla. He has managed projects and studies at Yanacocha, Cerro Corona, Rio Blanco, Marcobre, La Granja, Cerro Verde, and Toquepala, among others. He holds a B.Sc. degree in Geological Engineering from the University of New Brunswick.

Orla remains focused on advancing its Cerro Quema project this year. Key work programs include updating the Pre-Feasibility Study on the Cerro Quema Oxide Project, continuing exploration on both oxide and sulphide target areas with 4,000 metres of drilling planned in 2020, and completing a maiden mineral resource estimate on the Caballito copper-gold sulphide discovery. The Government of Panama has begun the process of reopening the economy, and Phase 2 of a 6-Phase plan commenced on June 1. Cerro Quema is permitted to gradually ramp up operations after presenting its COVID-19 return-to-work protocols to the Ministries of Health, Commerce, and Work on June 8. The Company continues to pay its workforce and support local communities. The Company is awaiting approval from the Government of Panama for the previously submitted environmental permit and mining concession renewal applications.

About Orla Mining Ltd.

Orla is developing the Camino Rojo Oxide Gold Project, an advanced gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 160,000 hectares. The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.

NEWS RELEASE

Forward-looking Statements

This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the timing of meeting certain conditions with respect to the receipt of required permits and licenses, the timing of commencement of construction and exploration activities, the results of exploration and planned exploration programs, the potential for discovery of additional mineral resources and the Company’s objectives and strategies. 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 are discussed in this news release, including without limitation, the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained 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 uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral reserves and mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses. 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.

For further information, please contact:

Jason Simpson
President & Chief Executive Officer

Andrew Bradbury

Director, Investor Relations

www.orlamining.com
info@orlamining.com

Exhibit 99.14

ORLA MINING LTD.

2020 RESTRICTED SHARE UNIT PLAN

EFFECTIVE APRIL 2, 2020

ARTICLE ONE

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions: For the purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

	A.	“Act” means the Canada Business Corporations Act, or its successor, as amended, from time to time;

	B.	“Affiliate” means any corporation that is an affiliate of the Corporation as defined in National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended from time to time;

	C.	“Board” means the Board of Directors of the Corporation;

	D.	“Cause” with respect to a Participant has the meaning set forth in the Participant’s employment agreement with the Corporation or one of its Affiliates;

“Change of Control” means, in respect of the Corporation: (i) if, as a result of or in connection with the election of directors, the people who were directors (or who were entitled under a contractual arrangement to be directors) of the Corporation before the election cease to constitute a majority of the Board, unless the directors have been nominated by management or approved by a majority of the previously serving directors; (ii) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert as a single control group or any affiliate (other than a wholly-owned subsidiary of the Corporation or in connection with a reorganization of the Corporation) or any one or more directors thereof hereafter “beneficially owns” (as defined in the Act) directly or indirectly, or acquires the right to exercise control or direction over, voting securities of the Corporation representing 50% or more of the then issued and outstanding voting securities of the Corporation, as the case may be, in any manner whatsoever; (iii) the sale, assignment, lease or other transfer or disposition of more than 50% of the assets of the Corporation to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Corporation or in connection with a reorganization of the Corporation); (iv) the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities involving all of the Corporation’s voting securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than a short-form amalgamation of the Corporation or an exchange of securities with a wholly- owned subsidiary of the Corporation or a reorganization of the Corporation); or (v) any sale, lease, exchange, or other disposition of all or substantially all of the assets of the Corporation other than in the ordinary course of business;

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	F.	“Code” means the United States Internal Revenue Code of 1986, as amended;

	G.	“Committee” means the Board or, if the Board so determines in accordance with Section 2.03 of the Plan, the committee of the Board authorized to administer the Plan which includes any compensation committee of the Board;

“Corporation” means Orla Mining Ltd., a corporation existing under the Act, and includes any successor corporation thereof;

“Deferred Payment Date” means the date, for a Participant under the Plan, after the Restricted Period to which the Participant has elected to defer receipt of the Shares;

“Director” means a member of the Board, or a member of the board of directors of an Affiliate, from time to time;

“Disability” with respect to a Participant, has the meaning set forth in such Participant’s employment or consulting agreement with the Corporation or one of its Affiliates;

“Eligible Consultant” has the meaning of “Consultant” set out in Section 2.22 of National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended or replaced from time to time;

“Eligible Employees” means (a) an individual who is considered an employee of the Corporation or any of its subsidiaries under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source); (b) an individual who works full-time for the Corporation or any of its subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or (c) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation but for whom income tax deductions are not made at source;

“Fair Market Value” means, at any date, the higher of: (i) weighted average price per share at which the Shares have traded on the TSX during the last five (5) trading days prior to that date; and (ii) the closing price of the Shares on the TSX on the date prior to the relevant date or, if the Shares are not then listed and posted for trading on the TSX, then on such stock exchange on which the Shares are then listed and posted for trading as may be selected for such purpose by the Board, or, if the Shares are not then listed and posted for trading on any stock exchange, then it shall be the fair market value per Share as determined by the Committee in its sole discretion; and for such purposes, the weighted average price per share at which the Shares have traded on the TSX or on any other stock exchange shall be calculated by dividing: (i) the aggregate sale price for all of the Shares traded on such stock exchange during the relevant five (5) trading days by (ii) the aggregate number of Shares traded on such stock exchange during the relevant five (5) trading days;

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“Good Reason” with respect to a Participant has the meaning set forth in the Participant’s employment agreement with the Corporation or one of its Affiliates;

“Grant Date” means the date that the Restricted Share Unit is granted to a Participant under the Plan, as evidenced by the Restricted Share Unit Grant Letter as agreed to by the Participant;

“Insider” means an insider as defined in the TSX Company Manual;

“Market Value” means the closing trading price of the Shares on the Grant Date or other applicable date, as reported by the TSX. If the Shares are not trading on the TSX, then the Market Value shall be determined based on the trading price on such stock exchange or over-the-counter market on which the Shares are listed and posted for trading as may be selected for such purpose by the Committee. In the event that the Shares are not listed and posted for trading on any stock exchange or over-the-counter market, the Market Value shall be the Fair Market Value of such Shares as determined by the Committee in its sole discretion;

“Participant” means each Eligible Employee, Director or Eligible Consultant to whom Restricted Share Units are granted hereunder;

“Plan” means this Restricted Share Unit Plan, as same may be amended from time to time;

“Restricted Period” means any period of time that a Restricted Share Unit is not exercisable and the Participant holding such Restricted Share Unit remains ineligible to receive Shares, determined by the Committee in its absolute discretion, however, such period of time may be reduced or eliminated from time to time and at any time and for any reason as determined by the Committee, including but not limited to circumstances involving death or disability of a Participant;

“Restricted Share Unit” means a unit credited by means of an entry on the books of the Corporation to a Participant, representing the right to receive, on the expiry of the Restricted Period or, if applicable at a later Deferred Payment Date, fully paid Shares as set out in the Participant’s Restricted Share Unit Grant Letter;

“Restricted Share Unit Award” means an award of Restricted Share Units under the Plan to a Participant;

“Restricted Share Unit Grant Letter” means the letter to the Participant from the Corporation and agreed to by the Participant evidencing the grant of Restricted Share Units;

“Resignation” means the cessation of employment of the Participant with the Corporation or an Affiliate as a result of resignation;

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“Security Based Compensation Arrangement” includes, without limitation: (i) stock option plans for the benefit of employees, Insiders, service providers or any one of such groups; (ii) individual stock options granted to employees, service providers or Insiders if not granted pursuant to a plan previously approved by the Corporation’s security holders; (iii) stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased; (iv) stock appreciation rights involving issuances of securities from treasury; (v) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation; and (vi) security purchases from treasury by an employee, Insider or service provider which is financially assisted by the Corporation by any means whatsoever, but shall not include the 500,000 Shares issuable to the Corporation’s Chairperson as “bonus shares” and the 1,000,000 Shares issuable to the Corporation’s Chief Executive Officer as “bonus shares”;

AA.

“Shares” means the common shares in the capital of the Corporation, as adjusted in accordance with the provisions of Article Five of this Plan;

BB.

“subsidiary” means, in respect of a person, a body corporate or other entity which is directly or indirectly controlled by such person. For such purposes, a person shall be deemed to control another person if such person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise;

CC.

“Termination” means (i) in the case of an Eligible Employee, the later of the last day of work and the statutory notice period (if any) following notification of termination of the employment of the Eligible Employee with or without Cause by the Corporation or an Affiliate or notification of termination of the employment of the Eligible Employee for Resignation with or without Good Reason and, for certainty, does not include any period of contractual or common law notice or severance; (ii) in the case of an Eligible Consultant, the termination of the services of the Eligible Consultant by the Corporation or any Affiliate or the Eligible Consultant; and (iii) in the case of a Director, the removal of or failure to re-elect or re-appoint the Director as a director of the Corporation or any Affiliate; for greater certainty, in all cases, other than for death or disability of a Participant;

DD.

“TSX” means the Toronto Stock Exchange;

EE.

“TSX Company Manual” means the TSX Company Manual setting forth the rules and policies of the TSX, as the same may be amended from time to time; and

FF.

“US Participant” means a Participant who would be subject to taxation under the Code in respect of income derived from the Restricted Share Units.

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Section 1.02 Headings: The headings of all articles, Sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

Section 1.03 Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

Section 1.04 References to this Restricted Share Unit Plan: The words “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to the Plan as a whole and not to any particular article, Section, paragraph or other part hereof.

Section 1.05 Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

ARTICLE TWO

PURPOSE AND ADMINISTRATION OF THE RESTRICTED SHARE UNIT PLAN

Section 2.01 Purpose of the Restricted Share Unit Plan: The Plan provides for the payment of remuneration to Participants to be satisfied by the issuance of Shares for the purpose of advancing the interests of the Corporation and its Affiliates through the motivation, attraction and retention of Eligible Employees, Directors and Eligible Consultants and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Shares or Share equivalent by such persons, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to benefit from a proprietary interest in the Corporation.

Section 2.02 Administration of the Restricted Share Unit Plan: The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made in good faith. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation.

Section 2.03 Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Board comprised of not less than three Directors, including any compensation committee of the Board.

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Section 2.04 Record Keeping: The Corporation shall maintain a register in which shall be recorded:

	(a)	the name and address of each Participant;

	(b)	the number of Restricted Share Units granted to each Participant; and

(c)

the number of Shares (if any) issued to each Participant in settlement of fully vested Restricted Share Units.

Section 2.05 Determination of Participants and Participation: The Committee shall from time to time determine the Participants who may participate in the Plan. The Committee shall from time to time determine the Participants to whom Restricted Share Units shall be granted and the provisions and restrictions with respect to such grant(s), all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Corporation and any other factors which the Committee deems appropriate and relevant.

Section 2.06 Maximum Number of Shares:

	(a)	The aggregate maximum number of Shares available for issuance from treasury under this Plan, subject to adjustment pursuant to Section 5.06, shall not exceed 2,514,118. Under no circumstances may the number of Shares issuable pursuant to Restricted Share Units, together with Shares issuable under all Security Based Compensation Arrangements of the Corporation, exceed 10% of the total number of Shares then outstanding. For purposes of this Section 2.06, the number of Shares then outstanding shall mean the number of Shares outstanding on a non- diluted basis immediately prior to the proposed grant of the applicable Restricted Share Unit.

	(b)	The maximum number of Restricted Share Units available for grant to any one Person, in a 12 month period pursuant to this Plan and any other Security Based Compensation Arrangements of the Corporation, is 5% of the total number of Shares then outstanding. For purposes of this Section 2.06, the number of Shares then outstanding shall mean the number of Shares outstanding on a non- diluted basis immediately prior to the proposed grant of the applicable Restricted Share Unit.

(c)

The maximum number of Shares which may be issuable at any time to Insiders (as a group) pursuant to this Plan, or together with any other Security Based Compensation Arrangements of the Corporation, shall be 10% of the issued and outstanding Shares at the time of grant. The maximum number of Shares which may be issued within any one year period to Insiders (as a group), pursuant to this Plan, or together with any other Security Based Compensation Arrangements of the Corporation, shall be 10% of the issued and outstanding Shares. For purposes of this Section 2.06, the number of Shares then outstanding shall mean the number of Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Restricted Share Unit.

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(d)

The maximum equity value of Restricted Share Units which may be granted to each Director who is not also an Eligible Employee, together with all Security Based Compensation Arrangements of the Corporation, shall not exceed $150,000 (based on the Market Value of the Restricted Share Units) in any fiscal year.

(e)

For purposes of determining the number of Shares that remain available for issuance under the Plan, the number of Shares underlying any grants of Restricted Share Units that are surrendered, forfeited, waived, repurchased by the Corporation and/or cancelled without the applicable Restricted Period(s) having expired shall be added back to the Plan and again be available for future grant, whereas the number of Shares underlying any grants of Restricted Share Units that are issued shall not be available for future grant.

ARTICLE THREE

RESTRICTED SHARE UNITS

Section 3.01 Restricted Share Unit Plan: The Plan is hereby established for Eligible Employees, Directors and Eligible Consultants.

Section 3.02 Grant of Restricted Share Units: The number of Restricted Share Units awarded will be credited to the Participant’s account, effective as of the Grant Date.

Section 3.03 Vesting: A Restricted Share Unit Award granted to a Participant will entitle the Participant, subject to the Participant’s satisfaction of any conditions, restrictions or limitations imposed under the Plan or Restricted Share Unit Grant Letter, to receive one previously unissued Share for each Restricted Share Unit at the end of the Restricted Period or, if applicable, at a later Deferred Payment Date, without any further action on the part of the holder of the Restricted Share Unit in accordance with this Article Three; provided, that for a US Participant, the date of issuance shall not be more than 90 days after the end of the Restricted Period and provided further, that such Participant does not have a choice as to the taxable year of issuance. Concurrent with the determination to grant Restricted Share Units to a Participant, the Committee shall determine the vesting schedule (if any) applicable to such Restricted Share Units. Notwithstanding the foregoing, the Committee, in its sole discretion, may settle its obligations with respect to any Restricted Share Units by issuing the applicable Shares to the Participant before the expiration of the Restricted Period or Deferred Payment Date.

Section 3.04 Restricted Period: Upon the grant of Restricted Share Units to a Participant, the Committee shall determine the Restricted Period applicable to such Restricted Share Units.

Section 3.05 Deferred Payment Date: Participants other than US Participants may elect to defer the receipt of all or any part of their entitlement to Restricted Share Units until a Deferred Payment Date.

Section 3.06 Prior Notice of Deferred Payment Date: Participants who elect to set a Deferred Payment Date must give the Corporation written notice of one or more Deferred Payment Dates not later than thirty (30) days prior to the expiration of the Restricted Period. Participants may change a Deferred Payment Date by providing written notice to the Corporation not later than thirty (30) days prior to the Deferred Payment Date.

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Section 3.07 Termination of Employment:

	(a)	Termination with Cause or Resignation without Good Reason during Restricted Period: Except as provided for in the Restricted Share Unit Grant Letter or as determined by the Committee in its discretion, upon the Termination of the employment or services of the Participant, for any reason other than death, disability, Termination without Cause or Resignation for Good Reason, then, all Restricted Share Units will be forfeited by the Participant (other than any vested Restricted Share Units that have been deferred prior to such Termination or Resignation, which Restricted Share Units shall be subject to Section 3.07(c)), and be of no further force and effect, as of the date of Termination;

	(b)	Termination without Cause or Resignation for Good Reason during Restricted Period: Except as provided for in the Restricted Share Unit Grant Letter or as determined by the Committee in its discretion, provided that the Participant has been continuously employed by the Corporation or an Affiliate of the Corporation since the Grant Date, in the event of the Termination without Cause or Resignation for Good Reason of a Participant during the Restricted Period, the Corporation shall issue forthwith Shares in accordance with the Restricted Share Units held by the Participant on the date of the Participant’s Termination without Cause or Resignation for Good Reason, notwithstanding any applicable Deferred Payment Date, provided, that for a US Participant, the date of issuance shall not be more than 90 days after the date of the Participant’s Termination without Cause or Resignation for Good Reason and provided further, that such Participant does not have a choice as to the taxable year of issuance;

(c)

Termination or Resignation after Restricted Period: Except as provided for in the Restricted Share Unit Grant Letter or as determined by the Committee in its discretion, provided that the Participant has been continuously employed by the Corporation or an Affiliate of the Corporation since the Grant Date, in the event of the Termination or Resignation of a Participant following the Restricted Period and prior to the Deferred Payment Date, the Corporation shall issue forthwith Shares in accordance with the Restricted Share Units held by the Participant;

(d)

Death: Provided that the Participant has been continuously employed by the Corporation or an Affiliate of the Corporation since the Grant Date, any Shares represented by Restricted Share Units held by the Participant on the date of the Participant’s death shall be immediately issuable by the Corporation, notwithstanding any Deferred Payment Date, provided, that for a US Participant, the date of issuance shall not be more than 90 days after the date of the Participant’s death and provided further, that such Participant’s estate does not have a choice as to the taxable year of issuance;

(e)

Disability: Provided that the Participant has been continuously employed by the Corporation or an Affiliate of the Corporation since the Grant Date, any Shares represented by Restricted Share Units held by the Participant on the date on which the Participant is determined to be totally disabled shall be immediately issuable by the Corporation within 90 days following the date on which the Participant is determined to be totally disabled, notwithstanding any applicable Deferred Payment Date(s), provided, that for a US Participant the date of issuance shall not be more than 90 days after the date on which the Participant is determined to be totally disabled and provided further, that such Participant does not have a choice as to the taxable year of issuance; and

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(f)

Change of Control: In the event of (i) a Change of Control, and (ii) within 12 months of such Change of Control the Corporation terminates the employment of the Participant for any reason other than just cause, then all Restricted Share Units outstanding shall immediately vest on the date of such termination and the Corporation shall forthwith issue the Shares to the Participant, notwithstanding any stated vesting period or any applicable Deferred Payment Date(s); provided, that for a US Participant, except as described below in this paragraph, the date of issuance shall not be more than 90 days after the date of the Participant’s termination and provided further, that such Participant does not have a choice as to the taxable year of issuance. In any event, upon a Change of Control, Participants shall not be treated any more favourably than shareholders of the Corporation with respect to the consideration that the Participants would be entitled to receive for their Shares, provided, however, that for a US Participant any issuance must occur in full within five years of the date of the Change of Control.

Section 3.08 Redemption - Fully Paid Shares to the Participant: Subject to Section 4.01, the Corporation will satisfy its payment obligation, net of any applicable taxes and other source deductions required to be withheld by the Corporation, at the end of the Restricted Period or, if applicable, on the later Deferred Payment Date, with the issue of fully paid Shares from treasury in accordance with Section 3.03.

Section 3.09 Restricted Share Unit Grant Letter: Each grant of a Restricted Share Unit under the Plan shall be evidenced by a Restricted Share Unit Grant Letter issued by the Corporation and agreed to by the Participant. Such Restricted Share Unit Grant Letter shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Restricted Share Unit Grant Letter. The provisions of the various Restricted Share Unit Grant Letters issued under the Plan need not be identical. To the extent that there is any inconsistency between the Plan and the Restricted Share Unit Grant Letter or any other communications, the Plan shall prevail.

Section 3.10 Payment of Dividends: Subject to the absolute discretion of the Committee, in the event that a dividend (other than a stock dividend) is declared and paid by the Corporation on Shares, the Committee may elect to credit each Participant with additional Restricted Share Units. In such case, the number of additional Restricted Share Units will be equal to the aggregate amount of dividends that would have been paid to the Participant if the Restricted Share Units in the Participant’s account had been Shares, divided by the Market Value of a Share on the date on which dividends were paid by the Corporation. The additional Restricted Share Units awarded to a Participant under this Section 3.10 of this Plan will vest upon the expiry of the Restricted Period or, if applicable, on the later Deferred Payment Date, in respect of the particular Restricted Share Unit Award to which the additional Restricted Share Units relate.

Section 3.11 Blackout: Unless otherwise determined by the Committee, in the event that any Restricted Period expires or, if applicable, any Deferred Payment Date occurs during, or within 48 hours after, a self-imposed blackout period on the trading of securities of the Corporation, such Restricted Period or Deferred Payment Date shall be automatically extended until 48 hours after such blackout period has expired.

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Section 3.12 Necessary Approvals: The Plan shall be subject to the approval of the shareholders of the Corporation to be given by a resolution passed at a meeting of the shareholders of the Corporation and acceptance by the TSX or any regulatory authority having jurisdiction over the securities of the Corporation.

ARTICLE FOUR

TAX MATTERS

Section 4.01 Withholding Taxes: The Corporation or its Affiliates may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or its Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any delivery of Shares made under this Plan including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of Shares to be issued under the Plan, until such time as the Participant has paid the Corporation or an Affiliate of the Corporation for any amount which the Corporation and its Affiliates are required to withhold with respect to such taxes. For greater certainty, immediately upon delivery of any Shares, the Corporation shall have the right to require that a Participant sell a given number of Shares sufficient to cover any applicable withholding taxes and any other source deductions to be withheld by the Corporation in connection with payments made in satisfaction of the Participant’s vested Restricted Share Units.

ARTICLE FIVE

GENERAL

Section 5.01 Effective Time of Restricted Share Unit Plan: The Plan shall be effective on April 2, 2020.

Section 5.02 Amendment of Restricted Share Unit Plan: The Board or the Committee, as the case may be, may terminate, discontinue or amend the Plan at any time, provided that, without the consent of a Participant, such termination, discontinuance or amendment may not in any manner adversely affect such Participant’s rights under any Restricted Share Unit granted to such Participant under the Plan.

The Board or the Committee may, subject to receipt of requisite regulatory and shareholder approval, make the following amendments to the Plan or Restricted Share Units under the Plan:

	(a)	amendments to increase the number of Shares, other than by virtue of Section 5.06, which may be issued pursuant to the Plan;

	(b)	amendments to the definition of “Participant” under the Plan which would have the potential of narrowing, broadening or increasing Insider participation;

	(c)	amendments to cancel and reissue Restricted Share Units;

	(d)	amendments to this Section 5.02 of the Plan;

	(e)	amendments that extend the term of a Restricted Share Units;

(f)

amendments to the participation limits in Section 2.06; or

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(g)

amendments to Section 5.03 of the Plan that would permit Restricted Share Units, or any other right or interest of a Participant under the Plan, to be assigned or transferred, other than for normal estate settlement purposes.

The Board or the Committee may, subject to receipt of requisite regulatory approval (where required), but not subject to shareholder approval, in its sole discretion make all other amendments to the Plan or Restricted Share Units under the Plan that are not of the type contemplated above, including, without limitation:

	(a)	amendments of a housekeeping nature;

	(b)	amendments to the vesting provisions of a Restricted Share Unit or the Plan;

	(c)	amendments to the definitions, other than such definitions noted above;

	(d)	amendments to reflect changes to applicable securities laws; and

(e)

amendments to ensure that the Restricted Share Units granted under the Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a Participant to whom a Restricted Share Unit has been granted may from time to time be a resident, citizen or otherwise subject to tax therein.

Section 5.03 Non-Assignable: Except as otherwise may be expressly provided for under this Plan or pursuant to a will or by the laws of descent and distribution, no Restricted Share Unit and no other right or interest of a Participant is assignable or transferable, and any such assignment or transfer in violation of this Plan shall be null and void.

Section 5.04 Rights as a Shareholder: No holder of any Restricted Share Units shall have any rights as a shareholder of the Corporation prior to the actual receipt of Shares pursuant to Section 3.03. Subject to Section 5.06, no holder of any Restricted Share Units shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or any other rights declared for shareholders of the Corporation for which the record date is prior to the date on which the Participant becomes the record owner of such Shares pursuant to Section 3.03.

Section 5.05 No Contract of Employment: Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or its Affiliates nor interfere or be deemed to interfere in any way with any right of the Corporation or its Affiliates to discharge any Participant at any time for any reason whatsoever, with or without just cause. Participation in the Plan by a Participant shall be voluntary.

Section 5.06 Adjustment in Number of Shares Subject to the Restricted Share Unit Plan: In the event there is any change in the Shares, whether by reason of a stock dividend, consolidation, subdivision or reclassification, an appropriate adjustment shall be made by the Committee in:

	(a)	the number of Shares available under the Plan; and

(b)

the number of Shares subject to any Restricted Share Units.

If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Plan.

- 12 -

However, if there is an increase in the number of Shares outstanding for any reason other than by reason of a stock dividend, consolidation, subdivision or reclassification as described above (for example, as a result of a private placement of Shares or the issuance of Shares in connection with the acquisition of an asset) there will be no adjustment to the number of Shares that a Participant will receive under his or her Restricted Share Unit Grant Letter award and no adjustment to the number of Shares available under the Plan.

Section 5.07 Unfunded Plan. The Plan shall be unfunded. The Corporation’s obligations hereunder shall (unless otherwise determined by the Committee) constitute a general, unsecured obligation, payable solely out of its general assets, and no holder of any Restricted Share Units or other person shall have any right to any specific assets of the Corporation. Neither the Corporation nor the Committee shall be required to segregate any assets that may at any time be represented by the amounts credited with respect to Restricted Share Units hereunder. Neither the Corporation nor the Committee shall be deemed to be a trustee of any amounts to be distributed or paid pursuant to the Plan. No liability or obligation of the Corporation pursuant to the Plan shall be deemed to be secured by any pledge of, or encumbrance on, any property of the Corporation or any Affiliate.

Section 5.08 No Representation or Warranty: The Corporation makes no representation or warranty as to the future Market Value of any Shares issued in accordance with the provisions of the Plan. No amount will be paid to, or in respect of, a Participant under this Plan or pursuant to any other arrangement, and no additional Restricted Share Units will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

Section 5.09 Compliance with Applicable Law: If any provision of the Plan or any Restricted Share Unit contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

Section 5.10 Interpretation: This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia.

Exhibit 99.15

NEWS RELEASE

ORLA MINING ANNOUNCES ANNUAL SHAREHOLDER MEETING VOTING RESULTS

VANCOUVER, BC – May 13, 2020 - Orla Mining Ltd. (TSX: OLA) (“Orla” or the "Company") is pleased to announce the voting results for the election of its Board of Directors, which took place at the Company’s Annual and Special Meeting of Shareholders (“AGM”) held today. All nominees as set forth in the Company’s management information circular dated April 2, 2020 (“Circular”) were elected as directors of Orla at the AGM. Detailed results of the votes are set out below:

Nominee	Votes For		%			Votes Withheld		%
Charles Jeannes		136,511,550		98.82	%		1,625,927		1.18	%
Richard Hall		138,114,081		99.98	%		23,396		0.02	%
Jason Simpson		136,584,999		98.88	%		1,552,478		1.12	%
Jean Robitaille		136,511,550		98.82	%		1,625,927		1.18	%
George Albino		138,116,681		99.98	%		20,796		0.02	%
Tim Haldane		138,117,281		99.99	%		20,196		0.01	%
David Stephens		136,508,750		98.82	%		1,628,727		1.18	%
Elizabeth McGregor		136,536,682		98.84	%		1,600,795		1.16	%

The shareholders also approved: (1) to appoint Ernst & Young LLP as auditor of the Corporation for the ensuing year and authorize the board of directors to fix the remuneration of the auditor; (2) adoption of a new Restricted Share Unit (“RSU”) Plan. Results of the shareholder votes on these items are set forth below:

	Outcome of Vote		Votes For		%			Withheld/ Against		%
Appointment of Auditors		Carried		143,448,816		99.99	%		12,000		0.01	%
Adoption of RSU Plan		Carried		130,171,677		94.23	%		7,965,800		5.77	%

NEWS RELEASE

About Orla Mining Ltd.

Orla is developing the Camino Rojo Oxide Gold Project, an advanced gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 160,000 hectares. The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.

For further information, please contact:

Jason Simpson
President & Chief Executive Officer

Andrew Bradbury

Director, Investor Relations

www.orlamining.com
info@orlamining.com

Exhibit 99.16

Condensed Consolidated Interim Financial Statements

Three months ended March 31, 2020 and 2019

Presented in United States dollars

ORLA MINING LTD.

Consolidated Balance Sheets

(Unaudited – Thousands of United States dollars)

	March 31			December 31			January 1
As at	2020			2019			2019
				(restated, notes 3 and 22)			(restated, notes 3 and 22)
ASSETS
Current assets
Cash and cash equivalents	$	15,422		$	23,106		$	12,234
Accounts receivable		66			94			282
Prepaid expenses		37			53			151
		15,525			23,253			12,667
Restricted funds		509			509			150
VAT recoverable (note 7)		1,217			1,340			622
Equipment (note 6)		602			284			252
Exploration and evaluation assets (note 5(d))		117,573			125,643			124,099
TOTAL ASSETS	$	135,426		$	151,029		$	137,790

LIABILITIES
Current liabilities
Trade and other payables (note 8)	$	895		$	802		$	1,278
Accrued liabilities		2,805			1,578			1,405
		3,700			2,380			2,683
Lease obligations		339			44			—
Camino Rojo project loan (note 9)		13,996			12,961			—
Newmont loan (note 10)		7,785			9,647			4,475
Accrued liabilities – long term		375			261			—
Site closure provisions (note 11)		558			575			626
TOTAL LIABILITIES		26,753			25,868			7,784

SHAREHOLDERS' EQUITY
Share capital (note 13)		159,629			159,230			153,852
Reserves		30,524			30,061			19,931
Accumulated other comprehensive income (loss)		(8,188	)		(1,027	)		(3,393	)
Accumulated deficit		(73,292	)		(63,103	)		(40,384	)
TOTAL SHAREHOLDERS' EQUITY		108,673			125,161			130,006

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	135,426		$	151,029		$	137,790

Events after the reporting period (note 21)

Authorized by the Board of Directors on May 12, 2020, for issuance.

/s/ Elizabeth McGregor		/s/ Jason Simpson
Elizabeth McGregor, Director		Jason Simpson, Director

The accompanying notes are an integral part of these consolidated financial statements.

Page 2

ORLA MINING LTD.

Consolidated Statements of Loss and Comprehensive Loss

(Unaudited – Thousands of United States dollars, except per-share amounts)

	Three months ended March 31
	2020		2019 (restated note 3)
EXPLORATION AND EVALUATION EXPENSES (note 5)
Assays and analysis	$	15	$	83
Drilling		—		514
Geological		215		637
Engineering		278		684
Environmental		75		144
Community and government		2,450		185
Land and water use, claims and concessions		3,228		2,306
Project management		—		33
Project review		6		42
Site activities		348		584
Site administration		746		430
Recognition of site closure provisions		15		—
		7,376		5,642

GENERAL AND ADMINISTRATIVE EXPENSES
Office and administrative		185		201
Professional fees		176		94
Regulatory and transfer agent		82		31
Salaries and benefits		264		383
		707		709

OTHER EXPENSES (INCOME)
Depreciation (note 6)		243		22
Share based payments (note 14)		772		942
Interest income and finance costs (note 12)		612		221
Foreign exchange loss (gain)		479		13
		2,106		1,198

LOSS FOR THE PERIOD	$	10,189	$	7,549

OTHER COMPREHENSIVE LOSS (INCOME)
Items that may in future periods be reclassified to profit or loss:
Foreign currency differences arising on translation of foreign operations		7,161		(800	)
TOTAL COMPREHENSIVE LOSS	$	17,350	$	6,749


Weighted average number of common shares outstanding (millions)		187.2		179.5

Loss per share - basic and diluted	$	0.05	$	0.04

The accompanying notes are an integral part of these consolidated financial statements.

Page 3

ORLA MINING LTD.

Consolidated Statements of Cash Flows

(Unaudited – Thousands of United States dollars

	Three months ended March 31
Cash flows provided by (used in):	2020			2019 (restated note 3)
OPERATING ACTIVITIES
Loss for the period	$	(10,189	)	$	(7,549	)
Adjustments for items not affecting cash:
Depreciation		243			22
Share based compensation		772			942
Changes in site closure provisions charged to exploration expense		15			—
Newmont loan proceeds received in excess of fair value (note 10)		—			(715	)
Accretion of the Newmont loan (note 10)		65			268
Amortization of project loan transaction costs (note 9)		20			—
Changes in non-cash working capital:
Accounts receivable		17			115
Prepaid expenses		9			32
Trade and other payables		4			(521	)
Accrued liabilities		1,831			(267	)
Cash used in operating activities		(7,213	)		(7,673	)

FINANCING ACTIVITIES
Proceeds – stock options exercised		91			—
Advances received on the Newmont loan		—			2,674
Cash provided by financing activities		91			2,674

INVESTING ACTIVITIES
Purchase of equipment		(47	)		—
Expenditures on exploration and evaluation assets		(537	)		—
Restricted cash funded		(4	)		(246	)
Value added taxes paid, not immediately recoverable		(169	)		(155	)
Cash used in investing activities		(757	)		(401	)

Effects of exchange rate changes on cash		195			449

Net decrease in cash		(7,684	)		(4,951	)
Cash, beginning of period		23,106			12,184
CASH, END OF PERIOD	$	15,422		$	7,233

Cash consist of:
Bank current accounts and cash on hand	$	15,422		$	7,233

Supplemental cash flow information (note 16)

The accompanying notes are an integral part of these consolidated financial statements.

Page 4

ORLA MINING LTD.

Consolidated Statements of Changes in Equity

(Unaudited – Thousands of United States dollars)

	Common shares				Reserves
	Number of shares (thousands)		Amount		Share based payments reserve			Warrants reserve		Total			Accumulated Other Comprehensive Income			Retained earnings (deficit)			Total
Balance at January 1, 2019 (restated, note 3)		179,315	$	153,852	$	6,867		$	13,064	$	19,931		$	(3,393	)	$	(40,384	)	$	130,006
Shares issued for property payments		59		48		—			—		—			—			—			48
RSUs redeemed		120		113		(113	)		—		(113	)		—			—			—
Share based payments		—		—		942			—		942			—			—			942
Loss for the period		—		—		—			—		—			—			(7,549	)		(7,549	)
Other comprehensive loss		—		—		—			—		—			800			—			800
Balance at March 31, 2019		179,494	$	154,013	$	7,696		$	13,064	$	20,760		$	(2,593	)	$	(47,933	)	$	124,247

Balance at January 1, 2020		187,102	$	159,230	$	8,159		$	21,902	$	30,061		$	(1,027	)	$	(63,103	)	$	125,161
Options exercised		90		176		(86	)		—		(86	)		—			—			90
RSUs redeemed		283		223		(223	)		—		(223	)		—			—			—
Share based payments		—		—		772			—		772			—			—			772
Loss for the period		—		—		—			—		—			—			(10,189	)		(10,189	)
Other comprehensive loss		—		—		—			—		—			(7,161	)		—			(7,161	)
Balance at March 31, 2020		187,475	$	159,629	$	8,622		$	21,902	$	30,524		$	(8,181	)	$	(73,292	)	$	108,673

The accompanying notes are an integral part of these consolidated financial statements.

Page 5

ORLA MINING LTD.

Notes to the Condensed Consolidated Interim Financial Statements

Three months ended March 31, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)

CORPORATE INFORMATION AND NATURE OF OPERATIONS

These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at March 31, 2020, the Company had not advanced any of its properties to commercial production and was not able to fund day-to-day activities through operating activities. The Company has received $25 million of a $125 million project loan facility in respect of the Camino Rojo project. Subsequent to the reporting date, the Company completed a C$75 million ($53 million) equity financing.

The Company’s continuation as a going concern is dependent upon successful results from our mineral exploration and development activities and our ability to attain profitable operations and generate cash or raise equity capital or borrowings sufficient to meet current and future obligations and strategic objectives. We expect to fund operating costs of the Company over the next twelve months with cash on hand and with further loan advances.

BASIS OF PREPARATION

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 «Interim Financial Reporting» and do not include all the information required for full annual financial statements.

On May 12, 2020, the Board of Directors approved these consolidated financial statements for issuance.

CHANGE OF PRESENTATION CURRENCY

As a result of the continued advancement of the Camino Rojo Project, the Company decided to change its presentation currency from Canadian dollars to United States dollars. The change in the financial statement presentation currency is considered an accounting policy change and has been accounted for retrospectively. The balance sheets for each period presented have been translated from the related subsidiary’s functional currency to the new US dollar presentation currency at the rate of exchange prevailing at the respective balance sheet date except for equity items, which have been translated at accumulated historical rates from the related subsidiary’s date of incorporation. The statements of income and comprehensive income were translated at the average exchange rates for the reporting period, or at the exchange rate prevailing at the date of transactions. Exchange differences arising in 2018 on translation from the related subsidiary’s functional currency to the United States dollar presentation currency have been recognized in other comprehensive income and accumulated as a separate component of equity.

Page 6

ORLA MINING LTD.

Notes to the Condensed Consolidated Interim Financial Statements

Three months ended March 31, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(a)

Adjustment to previously reported financial information due to change in presentation currency

For comparative purposes, the consolidated statement of loss and comprehensive loss for the three months ended March 31, 2019 includes adjustments to reflect the change in the presentation currency to the US dollar, which is a change in accounting policy. The exchange rates used to translate the amounts previously reported into US dollars for the three months ended March 31, 2019 were 1.3296 CAD/USD and 19.21 MXN/USD, which were the average exchange rates for the period. Refer to note 22(b) for the effects of the translation.

(b)

Functional currency

The functional currencies of the Company and its subsidiaries, all of which are wholly owned, remained unchanged and were as follows for periods presented.

Orla Mining Ltd.	Canadian dollars
Minerometalúrgica San Miguel S de RL de CV	Mexican pesos
Minera Camino Rojo SA de CV	Mexican pesos
Minera Cerro Quema SA	United States dollars
Monitor Gold Corporation	United States dollars

SIGNIFICANT ACCOUNTING POLICIES

Page 7

ORLA MINING LTD.

Notes to the Condensed Consolidated Interim Financial Statements

Three months ended March 31, 2020 and 2019

(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

EXPLORATION AND EVALUATION

The Company’s exploration and evaluation projects consist of the Camino Rojo Project, the Cerro Quema Project, and the Monitor Gold Project.

(a)

Camino Rojo Project

31,860,141 common shares of Orla,

a 2% net smelter royalty (the “Royalty”) in favor of Newmont on the sale of all metal production from Camino Rojo, and

Mexican value-added taxes, of approximately 74 million pesos.

In addition, the Company and Newmont entered into an option agreement regarding the potential development of sulphide operations at Camino Rojo. Pursuant to the option agreement, Newmont will, subject to the applicable sulphide project meeting certain thresholds, have an option to acquire a 60% or 70% interest in the applicable sulphide project. The Royalty excludes revenue on the sale of metals produced from a sulphide project where Newmont has exercised its Sulphide Option.

We maintain a right of first refusal on the sale if Newmont elects to sell the Royalty, in whole or in part.

(b)

Cerro Quema Project

(c)

Monitor Gold Project

The Monitor Gold Project consists of three separate option agreements consisting of 422 claims covering 3,416 hectares in Nye County, Nevada, USA.

To maintain the options, minimum payments and work commitments are required for each year to 2038. In 2019, these consisted of $50,000 in share issuances, a $20,000 in advance royalty payments, and $30,000 in work commitments, all of which requirements were met by the Company. For 2020, these consist of $40,000 in advance royalty payments, and $75,000 in work commitments.

Page 8

ORLA MINING LTD.
Notes to the Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(d)

Exploration and evaluation assets

	Camino Rojo			Cerro Quema		Monitor Gold		Total
Acquisition costs at historical rates
At December 31, 2019	$	42,615		$	82,429	$	314	$	125,358
Additions		537			—		—		537
At December March 31, 2020	$	43,152		$	82,429	$	314	$	125,895

Accumulated foreign exchange on translation
At December 31, 2019		285			—		—		285
Due to changes in exchange rates		(8,607	)		—		—		(8,607	)
At March 31, 2020	$	(8,322	)	$	—	$	—	$	(8,322	)

Acquisition costs
At December 31, 2019	$	42,900		$	82,429	$	314	$	125,643
At March 31, 2020	$	34,830		$	82,429	$	314	$	117,573

(e)

Exploration and evaluation expense

Three months ended March 31, 2020	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	14	$	—	$	1	$	—	$	15
Drilling		—		—		—		—		—
Geological		184		31		—		—		215
Engineering		244		34		—		—		278
Environmental		58		17		—		—		75
Community and government		2,370		80		—		—		2,450
Land, water use, and claims		3,188		—		40		—		3,228
Project management		—		—		—		—		—
Project review		—		—		—		6		—
Site activities		148		200		—		—		348
Site administration		474		272		—		—		746
Recognition of reclamation obligation		15		—		—		—		15
	$	6,695	$	634	$	41	$	6	$	7,376

Page 9

Three months ended March 31, 2019	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	60	$	23	$	—	$	—	$	83
Drilling		514		—		—		—		514
Geological		278		278		4		77		637
Engineering		684		—		—		—		684
Environmental		144		—		—		—		144
Community and government		89		96		—		—		185
Land, water use, and claims		2,228		1		77		—		2,306
Project management		33		—		—		—		33
Project review		—		—		—		42		42
Site activities		232		352		—		—		584
Site administration		163		266		1		—		430
	$	4,425	$	1,016	$	82	$	119	$	5,642

EQUIPMENT

	Cost									Accumulated depreciation									Net book value
	Begin of year		Changes during the period		Effect of FX			End of period		Begin of year		Changes during the period		Effect of FX			End of period		Begin of year		End of period
Machinery and equipment	$	324	$	4	$	(22	)	$	306	$	205	$	8	$	(3	)	$	210	$	119	$	96
Office equipment		36		—		(4	)		32		15		1		(1	)		15		21		17
Computer eqpt and software		150		5		(13	)		142		96		6		(5	)		97		54		45
Vehicles		21		—		—			21		2		—		—			2		19		19
Land – leases		—		11		(2	)		9		—		1		—			1		—		8
Buildings – leases		89		303		(55	)		337		18		176		(29	)		165		71		172
Road vehicles – leases		—		341		(53	)		288		—		51		(8	)		43		—		245
Total	$	620	$	664	$	(149	)	$	1,135	$	336	$	243	$	(46	)	$	533	$	284	$	602

VALUE ADDED TAXES (“VAT”) RECOVERABLE

Our Mexican entities pay value-added taxes (called “IVA” in Mexico) on certain goods and services we purchase.

We also paid 74 million Mexican pesos (approximately $3,860,000) of IVA on the initial acquisition of the Camino Rojo project, which is classified within exploration and evaluation assets as part of acquisition cost (note 5(a) and 5(d)).

Page 10

TRADE AND OTHER PAYABLES

	March 31, 2020		December 31, 2019
Trade payables	$	458	$	492
Payroll related liabilities		241		208
Lease obligations – current		196		23
Interest payable on Camino Rojo project loan		—		79
	$	895	$	802

CAMINO ROJO PROJECT LOAN

	Three months ended March 31, 2020		Year ended December 31, 2019
Balance, beginning of period	$	12,961	$	—
Amounts drawn down during the period		—		25,000
Cash transaction costs		—		(3,158	)
Warrants issued to the lenders		—		(8,968	)
Amortization of the transaction costs		20		86
Foreign exchange		1,015		1
Balance, end of period	$	13,996	$	12,961

10.

NEWMONT LOAN

The original agreement provided that the Company may, at its option, repay any amounts owing to Newmont, prior to maturity, in the form of (a) a lump sum cash payment, (b) the issuance of additional common shares of the Company, or (c) a combination of cash and shares (subject to certain maximum ownership limits). Subsequent to the reporting period, the Company agreed with Newmont that the repayment would be in cash.

Page 11

	Mexican pesos (thousands)		Mexican pesos (thousands)		US dollars
	Undiscounted		Discounted		(thousands)
At January 1, 2019		121,865		87,917	$	4,475
Advances received		97,601		72,897		3,676
Accretion during the period		—		21,886		1,104
Foreign exchange		—		—		392
At December 31, 2019		219,466		182,700	$	9,647
Accretion during the period		—		6,542		65
Foreign exchange		—		—		(1,927	)
At March 31, 2020		219,466		189,242	$	7,785

11.

SITE CLOSURE PROVISIONS

	Camino Rojo Project		Cerro Quema Project		Total
At December 31, 2019	$	232	$	343	$	575
At March 31, 2020	$	215	$	343	$	558

12.

INTEREST INCOME AND FINANCE COSTS

	Three months ended March 31
	2020			2019
Interest on Camino Rojo project loan (note 9)	$	581		$	—
Amortization of Camino Rojo project loan costs (note 9)		20			—
Accretion on Newmont loan (note 10)		65			264
Interest expense on leases		7			—
Interest income		(61	)		(43	)
	$	612		$	221

13.

SHARE CAPITAL

(a)

Issued share capital

During the three months ended March 31, 2020, we issued 90,000 common shares (year ended December 31, 2019 – 1,358,491) upon the exercise of stock options, for gross proceeds of $90,000 (year ended December 31, 2019 – $1,191,000).

During the three months ended March 31, 2020, we issued 283,000 common shares (year ended December 31, 2019 – 202,667) upon the vesting of RSUs (note 14(b)).

Page 12

(b)

Warrants

The following summarizes information about the number of warrants outstanding during the period.

Expiry date	Exercise price		December 31 2019		Issued		Exercised		March 31 2020
February 15, 2021	$	2.35		8,790,600		—		—		8,790,600
July 8, 2021	$	0.62		570,000		—		—		570,000
June 12, 2022	$	1.65		5,842,500		—		—		5,842,500
November 7, 2022	$	1.40		3,000,000		—		—		3,000,000
December 18, 2026	$	3.00		32,500,000		—		—		32,500,000
Total number of warrants				50,703,000		—		—		50,703,000
Weighted average exercise price			$	2.61	$	—	$	—	$	2.61

Subsequent to the reporting period, 700,000 warrants were exercised, for gross proceeds to the Company of $822,000.

14.

SHARE-BASED PAYMENTS

The Company has four different forms of share-based payments for eligible recipients – stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), and bonus shares.

	Three months ended March 31
Share based payments expense	2020		2019
Stock options	$	374	$	589
Restricted share units		122		38
Deferred share units		221		191
Bonus shares		55		124
Share based payments expense	$	772	$	942

(a)

Stock options

Stock options outstanding	Number			Weighted average exercise price
As at January 1, 2019		9,124,005		C$	1.23
Granted		2,199,322			1.08
Exercised		(1,358,491	)		1.16
Expired or cancelled		(47,500	)		1.48
As at December 31, 2019		9,917,336			1.20
Granted		1,033,438			2.21
Exercised		(90,000	)		1.35
As at March 31, 2020		10,860,774		C$	1.30
Vested, December 31, 2019		7,229,622		C$	1.22
Vested, March 31, 2020		8,143,655		C$	1.24

Page 13

The options granted during the three months ended March 31, 2020 had an aggregate grant date fair value of $672,000 (C$903,000) which was determined using a Black Scholes option pricing model with the following weighted average assumptions:

expected volatility 45%, expected life 5 years, Canadian dollar risk free interest rate 0.7%, dividends nil.

The options granted during the three months ended March 31, 2019 had an aggregate grant date fair value of $737,000 (C$932,000) which was determined using a Black Scholes option pricing model with the following weighted average assumptions:

expected volatility 50%, expected life 5 years, Canadian dollar risk free interest rate 1.5%, dividends nil.

Subsequent to the reporting period, 140,000 stock options were exercised, for gross proceeds to the Company of $67,000.

(b)

Restricted Share Units

				Number vesting in the year
Number of RSUs outstanding:	Total			2020			2021		2022		2023
Outstanding, December 31, 2019		1,014,972			365,882			365,880		283,210		—
Awarded during the period		320,450			—			106,819		106,816		106,815
Vested and settled during the period		(283,215	)		(283,215	)		—		—		—
Outstanding, March 31, 2020		1,052,207			82,667			472,699		390,026		106,815

RSUs are valued based on the closing price of the Company’s common shares immediately prior to award.

(c)

Deferred Share Units

DSUs outstanding:	Number
Outstanding, December 31, 2019		508,780
Awarded		135,745
Outstanding, March 31, 2020		644,525

DSUs are valued based on the closing price of the Company’s common shares immediately prior to award.

(d)

Bonus shares

Page 14

15.

RELATED PARTY TRANSACTIONS

The Company’s related parties include:

Related party		Nature of the relationship
Key management personnel		Key management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and members of the Board of Directors of the Company.

(a)

Key Management Personnel

Compensation to key management personnel was as follows:

	Three months ended March 31
	2020		2019
Short term incentive plans
Salaries	$	136	$	173
Directors’ fees		43		31
		179		204
Share based payments		630		755
Total	$	809	$	959

(b)

Transactions

The Company had no other material transactions with related parties, other than with key management personnel as described above, during the three months ended March 31, 2020, or during the year ended December 31, 2019.

(c)

Outstanding balances at the Reporting Date

At March 31, 2020, estimated accrued short term incentive compensation to key management personnel totaled $480,000 and was included in accrued liabilities (December 31, 2019 – $540,000).

Page 15

16.

SUPPLEMENTAL CASH FLOW INFORMATION

The non-cash investing and financing activities of the Company include the following:

	Three months ended March 31
	2020		2019
Financing activities
Stock options exercised, credited to share capital with an offset to reserves		85		—
Common shares issued on maturity of RSUs, credited to share capital with an offset to reserves		223		112

Investing activities
Initial recognition of right of use assets with an offset to lease obligation		617		—

17.

SEGMENT INFORMATION

(a)

Reportable segments

None of these segments yet generate revenue from external customers, and each of the projects are focused on the exploration and evaluation of mineral properties.

(b)

Geographic segments

We conduct our activities in four geographic areas: Mexico, Panama, the United States, and Canada.

	Mexico		Panama		USA		Canada		Total
At March 31, 2020
Equipment	$	482	$	41	$	—	$	79	$	602
Exploration and evaluation assets		34,830		82,429		314		—		117,573

	Mexico		Panama		USA		Canada		Total
At December 31, 2019
Equipment	$	140	$	48	$	—	$	96	$	284
Exploration and evaluation assets		42,900		82,429		314		—		125,643

18.

CAPITAL MANAGEMENT

There were no changes to our policy for capital management during the year.

Page 16

19.

FINANCIAL INSTRUMENTS

(a)

Fair value hierarchy

To provide an indication of the reliability of the inputs used in determining fair value, we classify our financial instruments into the three levels prescribed by the accounting standards.

Level 1

Level 2

Level 3

At March 31, 2020, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Approximate fair value due to short term nature of the instrument		Fair value
Financial assets
Cash and cash equivalents	FVTPL	$	15,422	$	15,422	$	—	$	—	$	—	$	15,422
Accounts receivable	Amortized cost		34		—		—		—		34		34
Restricted funds	Amortized cost		509		—		509		—		—		509
		$	15,965		15,422	$	509	$	—	$	34	$	15,965

Financial liabilities
Trade payables	Amortized cost	$	458	$	—	$	—	$	—	$	458	$	458
Lease obligation	Amortized cost		535		—		—		—		535		535
Camino Rojo project loan	Amortized cost		13,996		—		13,996		—		—		13,996
Newmont loan	Amortized cost		7,785		—		7,785		—		—		7,785
		$	22,774	$	—	$	21,781	$	—	$	993	$	22,774

At December 31, 2019, the carrying values and fair values of our financial instruments by category were as follows:

Page 17

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Approximate fair value due to short term nature of the instrument		Fair value
Financial assets
Cash and cash equivalents	FVTPL	$	23,106	$	23,106	$	—	$	—	$	—	$	23,106
Accounts receivable	Amortized cost		18		—		—		—		18		18
Restricted funds	Amortized cost		509		—		509		—		—		509
		$	23,633		23,106	$	509	$	—	$	18	$	23,633

Financial liabilities
Trade payables	Amortized cost	$	802	$	—	$	—	$	—	$	802	$	802
Lease obligation	Amortized cost		67		—		—		—		67		67
Camino Rojo project loan	Amortized cost		12,961		—		12,961		—		—		12,961
Newmont loan	Amortized cost		9,647		—		9,647		—		—		9,647
		$	23,477	$	—	$	22,608	$	—	$	869	$	23,477

Our policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

20.

COMMITMENTS AND CONTINGENCIES

(a)

Commitments

During the period ended March 31, 2020, the Company issued purchase orders for long lead equipment necessary for the construction of the Camino Rojo mine. At March 31, 2020, these outstanding purchase orders totaled $20,878,000 (December 31, 2019 – $2,483,000), which we expect will be filled in the next 12 months. Of this amount, $5,663,000 was paid in April 2020.

(b)

Litigation

21.

EVENTS AFTER THE REPORTING PERIOD

(a)

Equity financing

On April 3, 2020, subsequent to the reporting period, the Company closed an equity financing of 36,600,000 common shares at a price of C$2.05 per common share for aggregate gross proceeds to the Company of C$75,030,000 ($52,916,000).

Page 18

(b)

Global health emergency

Near the end of the reporting period, there was a global outbreak of the novel coronavirus (“COVID-19”), which has had a significant impact on businesses through the restrictions put in place by the governments in the various jurisdictions where the Company conducts its activities. Our activities are restricted by government orders related to, among others, travel, business operations, and stay-at-home orders. As of the date of these financial statements, it is not possible to determine the extent of the impact that this global health emergency will have on the Company’s activities, because the impacts will depend on future developments which themselves are highly uncertain and cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, the duration of the outbreak, and possible government, societal, and individual responses to the situation. We continue to monitor our activities, in particular with regard to the safety of our personnel and the communities where we conduct our activities.

(c)

Other share issuances

Subsequent to the reporting period, there were exercises of warrants (see note 13(b)), stock options (see note 14(a)), and the issuance of bonus shares (see note 14(d)).

22.

EFFECT OF THE CHANGE IN PRESENTATION CURRENCY

The effects of the change in presentation currency discussed in note 3 above were as follows.

(a)

Effect on the consolidated balance sheets as at December 31, 2019 and January 1, 2019

	December 31, 2019						January 1, 2019
	USD			CAD			USD			CAD
ASSETS
Current assets
Cash and cash equivalents	US$	23,106		C$	30,009		US$	12,234		C$	16,686
Accounts receivable	94			122			282			385
Prepaid expenses	53			64			151			206
	23,253			30,195			12,667			17,277
Restricted funds	509			662			150			205
Value added taxes recoverable	1,340			1,747			622			849
Equipment	284			370			252			344
Exploration and evaluation assets	125,643			163,383			124,099			169,282
TOTAL ASSETS	US$	151,029		C$	196,357		US$	137,790		C$	187,957

LIABILITIES
Current liabilities
Trade and other payables	US$	802		C$	1,042		US$	1,278		C$	1,743
Accrued liabilities	1,578			2,049			1,405			1,916
	2,380			3,091			2,683			3,659
Lease obligations	44			57			—			—
Camino Rojo project loan	12,961			16,833			—			—
Newmont loan	9,647			12,573			4,475			6,103
Accrued liabilities – long term	261			338			—			—
Site closure provisions	575			748			626			745
TOTAL LIABILITIES	25,868			33,640			7,784			10,507

SHAREHOLDERS' EQUITY
Share capital	159,230			208,186			153,852			201,077
Reserves	30,061			39,348			19,931			25,960
Accumulated other comprehensive income (loss)	(1,027		)	(1,036		)	(3,393		)	4,797
Accumulated deficit	(63,103		)	(83,781		)	(40,384		)	(54,384		)
TOTAL SHAREHOLDERS' EQUITY	125,161			162,717			130,006			177,450

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	US$	151,029		C$	196,357		US$	137,790		C$	187,957

Page 19

(b)

Effect on the consolidated statement of loss and comprehensive loss for the three months ended March 31, 2019

	Three months ended March 31, 2019
	USD			CAD
EXPLORATION AND EVALUATION EXPENSES
Assays and analysis	US$	83		C$	111
Drilling	514			683
Geological	637			847
Engineering	684			909
Environmental	144			192
Community and government	185			245
Land and water use, claims and concessions	2,306			3,067
Project management	33			44
Project review	42			56
Site activities	584			777
Site administration	430			572
	5,642			7,503

GENERAL AND ADMINISTRATIVE EXPENSES
Office and administrative	201			217
Professional fees	94			125
Regulatory and transfer agent	31			41
Salaries and benefits	383			550
	709			933

OTHER EXPENSES (INCOME)
Depreciation	22			39
Share based payments	942			1,253
Interest and finance costs	221			295
Foreign exchange loss (gain)	13			17
	1,198			1,604

LOSS FOR THE YEAR	US$	7,549		C$	10,040

OTHER COMPREHENSIVE LOSS (INCOME)
Items that may in future periods be reclassified to profit or loss:
Foreign currency differences arising on translation of foreign operations	(800		)	2,511
TOTAL COMPREHENSIVE LOSS	US$	6,749		C$	12,551


Weighted average number of common shares outstanding (millions)	179.5			179.5

Loss per share - basic and diluted	US$	0.04		C$	0.06

Page 20

Exhibit 99.17

Management’s Discussion and Analysis

Three months ended March 31, 2020

Amounts in United States dollars

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31, 2020

United States dollars unless otherwise stated

1. Overview

Our corporate strategy is to acquire, develop and operate mineral properties where our expertise can substantially increase shareholder value. We have two material gold projects with near-term production potential based on open pit mining and heap leaching – the Camino Rojo Oxide Gold Project in Zacatecas State, Mexico, and the Cerro Quema Gold Project in Panama.

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company should be read in conjunction with our condensed consolidated interim financial statements for the quarter end March 31, 2020. You can find additional information regarding the Company, including our Annual Information Form, on SEDAR under the Company’s profile at www.sedar.com.

All monetary amounts herein are expressed in United States dollars ($ or US$) unless otherwise stated. C$ refers to Canadian dollars.

This MD&A is current as of May 12, 2020.

Hans Smit, P.Geo, is the Qualified Person, as the term is defined in National Instrument 43-101 (“NI 43-101”). He has reviewed and approved the technical information disclosed in this MD&A.

2. Highlights

During the quarter end March 31, 2020, and to the date of this MD&A, the Company:

completed the required payments to the Mexican federal environment department ("SEMARNAT") granting the Change of Land Use permit ("Cambio de Uso de Suelo" or "CUS/ETJ"), one of the two key permits required for the development of the Camino Rojo Oxide Gold Project.

entered into a non-binding letter agreement with Fresnillo Plc (“Fresnillo”) as to the commercial terms on which Orla would obtain the right to expand the Camino Rojo oxide pit onto part of Fresnillo’s mineral concession located immediately to the north of Orla’s property.

closed a bought deal financing by issuing 36,600,000 common shares at a price of C$2.05 per common share for aggregate gross proceeds to the Company of C$75 million.

appointed Andrew Cormier as the new Chief Operating Officer of the Company.

Page 2

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31, 2020

United States dollars unless otherwise stated

Global health emergency

Near the end of the reporting period and to the date of this MD&A, there was a global outbreak of the novel coronavirus (“COVID-19”), which has had a significant impact on businesses through the restrictions put in place by the governments in the various jurisdictions where we conduct our activities. Our activities are restricted by government orders related to, among others, travel, business operations, and stay-at-home orders. As of the date of this MD&A, it is not possible to determine the extent of the impact that this global health emergency will have on the Company’s activities, because the impacts will depend on future developments which themselves are highly uncertain and cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, the duration of the outbreak, and possible government, societal, and individual responses to the situation.

Effective March 20, 2020, we suspended all activities at Camino Rojo and at Cerro Quema due to government mandated Stay-at-Home orders issued in response to the COVID-19 Global Health Emergency.

At this time, the order in Mexico is in effect until May 30, 2020 and is not expected to delay first production at Camino Rojo in 2021. Procurement and detailed engineering work continues remotely. However, if the current situation results in a delay in obtaining the required approval for the environmental permit, it may impact the timing of our contruction schedule, and consequently our timing to production.

We continue to monitor our activities, in particular with regard to the safety of our personnel and the communities where we conduct our activities.

3. Discussion of Operations

A.	Camino Rojo, Mexico

Project Description and History

The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S-SE of Newmont Corporation’s (“Newmont”) Peñasquito Mine and consists of seven concessions covering in aggregate approximately 163,127 hectares. In November 2017, we acquired the Camino Rojo Project from Goldcorp Inc. (now, “Newmont”). Camino Rojo is comprised of a near-surface oxide gold and silver deposit, a deeper sulphide zone containing gold, silver, zinc and lead mineralization, and a large area with untested exploration potential.

Page 3

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31, 2020

United States dollars unless otherwise stated

The Company has full rights to explore, evaluate, and exploit the property. However, if sulphide projects are defined through one or more positive pre-feasibility studies with certain development scenarios meeting certain criteria, Newmont has an option to enter into a joint venture with Orla for the purpose of future exploration, advancement, construction, and exploitation of such a sulphide project. If Newmont exercises its option, Orla’s share of the costs to develop the project can be, at Orla’s option, carried to production by Newmont. Orla has a right of first refusal on a sale if Newmont elects to sell its portion of the sulphide project, in whole or in part. The Camino Rojo Asset Purchase Agreement was filed on SEDAR on June 28, 2017. Details of the joint venture are available in our news release dated November 7, 2017, which is available here.

On June 24, 2019, we issued the results of a positive Feasibility Study along with a mineral reserve estimate on the Camino Rojo Oxide Gold Project. The Feasibility Study supports a technically simple open-pit mine and heap-leach operation with low capital and operating costs providing rapid payback and a strong financial return. An independent technical report prepared in accordance with the requirements of NI 43-101 is available at www.sedar.com under Orla's profile. The new mineral reserve estimate at Camino Rojo includes proven and probable mineral reserves of 44.0 million tonnes at a gold grade of 0.73 grams per tonne ("g/t") and a silver grade of 14.2 g/t, for total mineral reserves of 1.03 million ounces of gold and 20.1 million ounces of silver. All mineral reserves are contained and accessible from within Orla's mineral concessions.

Updated measured and indicated mineral resources, inclusive of mineral reserves, amount to 353.4 million tonnes at 0.83 g/t gold and 8.83 g/t silver, resulting in an estimated 9.46 million ounces of gold and 100.4 million ounces of silver. Inferred mineral resources are 60.9 million tonnes at 0.87 g/t gold and 7.41 g/t silver, resulting in an estimated 1.70 million ounces of gold and 14.5 million ounces of silver. Further details on the mineral resource and mineral reserve estimates are provided below and can be found in the technical report dated June 25, 2019.

Camino Rojo Feasibility Study

The Camino Rojo Feasibility Study considers near-surface open pit mining of 44.0 million tonnes of oxide and transitional ore at a throughput rate of 18,000 tonnes per day. Ore from the pit will be crushed to 80% passing 28 mm, conveyor stacked onto a heap leach pad and leached using a low concentration sodium cyanide solution. Pregnant solution from the heap leach will be processed in a Merrill-Crowe recovery plant where gold and silver will be precipitated and doré will be produced. The site's proximity to infrastructure, low stripping ratio, compact footprint and flat pad location all contribute to project simplicity and relatively low estimated all-in sustaining cost (“AISC”) of $576 per ounce of gold.

Economic Results

Operating costs are based on contract mining with all other mine components being owned and operated by Orla. Capital costs were estimated primarily using budgetary supplier quotes for all major and most minor equipment as well as contractor quotes for major construction contracts.

Page 4

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31, 2020

United States dollars unless otherwise stated

The following tables presents the key assumptions and detailed results of the Feasibility Study:

Table 1: Summary of Key Assumptions and Economic Results of the Camino Rojo Feasibility Study

Production Data	Values		Units
Life of Mine		6.8		years
Mine Throughput		18,000		tonnes/day
Mine Throughput		6,570,000		tonnes/year
Total Tonnes to Crusher		44,020,000		tonnes
Grade Au (Average)		0.73		g/t
Grade Ag (Average)		14.2		g/t
Contained Gold oz		1,031,000		ounces
Contained Silver oz		20,093,000		ounces
Metallurgical Recovery Gold (Overall)		64		%
Metallurgical Recovery Silver (Overall)		17		%
Average Annual Gold Production		97,000		ounces
Average Annual Silver Production		511,000		ounces
Total Gold Produced		662,000		ounces
Total Silver Produced		3,479,000		ounces
LOM Strip Ratio		0.54		waste:ore

Operating Costs (Average LOM)
Mining (mined)	$	2.14	/tonne mined
Mining (processed)	$	3.30	/tonne processed
Processing & Support	$	3.38	/tonne processed
G&A	$	1.75	/tonne processed
Total Operating Cost	$	8.43	/tonne processed
By-Product Cash Cost	$	515	/ounce Au
All-in Sustaining Cost	$	576	/ounce Au

Capital Costs (excluding value added tax)
Initial Capital	$	123	million
LOM Sustaining Capital	$	20	million
LOM Capital	$	144	million
Working Capital and Initial Fills	$	10	million
Closure Costs	$	20	million

Page 5

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31, 2020

United States dollars unless otherwise stated

Financial Analysis
Gold Price Assumption	$	1,250	/ounce
Silver Price Assumption	$	17	/ounce
Average Annual Cashflow (Pre-Tax)	$	72	million
Average Annual Cashflow (After-Tax)	$	56	million
Internal Rate of Return (IRR), Pre-Tax		38.6	%
Internal Rate of Return (IRR), After-Tax		28.7	%
NPV @ 5% (Pre-Tax)	$	227	million
NPV @ 5% (After-Tax)	$	142	million
Pay-Back Period (After-Tax)		3.0	years

Note: See reference below regarding non-GAAP metrics. Feasibility Study economics include a 2% royalty and use a USD:MXN exchange rate of 19.3

We expect to commence construction of the Camino Rojo Oxide Gold Project in the first half of 2020 upon receipt of all required permits and completion of project financing. First gold production is planned for mid-2021.

Sensitivity to Gold Price

Table 2: Project Economics Sensitivities to Gold Price

Gold Price (US$/oz)	$	1,150		$	1,250		$	1,350		$	1,450		$	1,550		$	1,650		$	1,750
After-tax NPV 5% ($ millions)	$	109		$	142		$	174		$	206		$	239		$	271		$	303
After-tax IRR (%)		24.0	%		28.7	%		33.2	%		37.6	%		41.8	%		45.8	%		49.6	%
Payback (years)		3.2			3.0			2.7			2.5			2.3			2.1			2.0

Layback Agreement

On March 23, 2020, Orla announced that it had entered into a non-binding letter agreement with Fresnillo as to the commercial terms on which the Corporation would obtain the right to expand the oxide pit at the Camino Rojo Project onto part of Fresnillo’s mineral concession located immediately to the north of Orla’s property under the proposed Layback Agreement. The proposed Layback Agreement will allow access to oxide and transitional heap leachable mineral resources on Orla’s property below the open pit outlined in the Camino Rojo Report. In addition, the Layback Agreement will provide Orla with the right to mine from Fresnillo’s mineral concession, and recover, for Orla’s account, all oxide and transitional material amenable to heap leaching that are within an expanded open pit.

Page 6

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31, 2020

United States dollars unless otherwise stated

Under the terms of the proposed Layback Agreement, Orla would pay Fresnillo a total cash consideration of $62.8 million based on the following schedule: (i) $10 million due upon the execution of the Layback Agreement; (ii) $15 million due upon Orla having received all funding and permits required for construction and development; or July 1, 2020, whichever is sooner; (iii) $15 million due no later than (a) 12 months following the commencement of commercial production at the Camino Rojo Project or (b) December 1, 2022, whichever is earlier; and (iv) $22.8 million due no later than (a) 24 months following the commencement of commercial production at the Camino Rojo Project or (b) December 1, 2023, whichever is earlier. The amounts for the third and fourth payments shall bear an interest of 5% per annum from July 1, 2020 until the date of payment.

The non-binding letter agreement with Fresnillo has a term of 12 months and remains subject to execution of the Layback Agreement between the parties which is currently underway and expected during the first half of 2020. The proposed Layback Agreement will not preclude or restrict Fresnillo from participating in any future development of the sulphide mineral resource at the Camino Rojo Project.

There can be no assurance that we will be able to negotiate the proposed Layback Agreement on terms that are satisfactory to the Company or that there will not be delays in obtaining the necessary agreement. Delays in, or failure to obtain, the proposed Layback Agreement with Fresnillo to conduct mining operations on its mineral titles would affect the development of a portion of the oxide and transitional mineral resources of the Camino Rojo Project that are not included in the Feasibility Study, in particular by limiting access to mineralized material at depth. Orla will require a different agreement with Fresnillo to develop the sulphide portion of the mineral resources. Should a subsequent agreement to access the sulphide mineral resource with Fresnillo not be obtained on favourable terms, the economics of any potential mine development using the full mineral resource estimate would be significantly negatively impacted.

Other Opportunities

The Feasibility Study only considers oxide and transitional material as testing shows gold cannot be economically recovered by the heap leach method from sulphide material. Orla is actively working on studies to investigate economic opportunities that may exist within the 7.3 million ounces of gold contained within the sulphide measured and indicated mineral resources.

Orla has title to mineral concessions covering a very large area around the Camino Rojo deposit. Overburden makes exploration challenging, but the discovery in 2007 of mineralization that is incorporated into this Feasibility Study and mineral resource estimate shows that shallow cover can hide very large near-surface deposits. Orla has been trying various exploration techniques and Induced Polarization ("IP") geophysics appears to be the most useful tool for identifying drill targets. Additional oxide material in the vicinity of the planned development area would leverage the infrastructure being proposed in the Feasibility Study. Any additional sulphide material could add to the long-term potential of the property.

Mineral Reserves

Page 7

ORLA MINING LTD.

Management’s Discussion and Analysis

Three months ended March 31, 2020

United States dollars unless otherwise stated

The following table presents the initial mineral reserve estimation for the Camino Rojo Oxide Gold Project. Proven and probable mineral reserves amount to 44.0 million tonnes at 0.73 g/t gold and 14.2 g/t silver for 1.03 million contained gold ounces and 20.1 million contained silver ounces. The mineral reserve was estimated based on a gold price of $1,250 per ounce and a silver price of $17.00 per ounce. Measured mineral resource in the mine production schedule was converted to proven mineral reserve and indicated mineral resource in the schedule was converted to probable mineral reserve.

Table 3: Camino Rojo Mineral Reserve Estimate

Reserve Class	000's tonnes		Gold (g/t)		Silver (g/t)		Gold (koz)		Silver (koz)
Proven Mineral Reserve		14,595		0.79		15.1		369.7		7,104
Probable Mineral Reserve		29,424		0.70		13.7		661.1		12,991
Total Proven & Probable Reserve		44,019		0.73		14.2		1,031.0		20,095


	Notes:

The mineral reserve estimate has an effective date of June 24, 2019. Mineral reserves are classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards for Mineral Resources and Mineral Reserves, adopted by the CIM Council (as amended) in accordance with the disclosure requirement of NI 43-101

Columns may not sum exactly due to rounding

Mineral reserves are based on prices of $1,250/oz gold, $17/oz silver, USD/MXN exchange rate of 19.3

Mineral reserves are based on net smelter return cut-off that vary by time period to balance mine and plant production capacities. They range from a low of $4.73/t to a high of $9.00/t

Operating costs — mining $1.94/t mined; process $3.41/t processed; G&A $1.32/t processed, includes a 2% royalty

Recoveries for gold — Kp 70%, Ki 56%, Transition Hi 60%; Transition Lo 40%;
Recoveries for silver — Kp 11%, Ki 15%, TrHi 27%, TrLo 34%7.

Gold and silver 100% payable; Refining cost per ounce — Au $5.00; Ag $0.50/oz

Mineral Resources

As part of the Feasibility Study efforts, IMC updated the mineral resource estimate from the previous estimate prepared as of April 27, 2018 and previously reported in Orla's May 29, 2018 news release. Mineral resources were divided between oxide and transitional material that could possibly be extracted by open pit mine and processed in a heap leach operation ("Leach Resource") and sulphide material that could possibly be extracted by open pit and processed in a mill ("Mill Resource"). For the Mill Resource, estimates were made for contained gold, silver, lead and zinc. As lead and zinc would not be recovered in a heap leach operation, only gold and silver were estimated for the Leach Resource.

Page 8

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Table 4: Camino Rojo Mineral Resource Estimate — Gold & Silver

Resource Type		000's tonnes		Gold (g/t)		Silver (g/t)		Gold (koz)		Silver (koz)
Leach Resource	Measured Mineral Resource		19,391		0.77		14.9		482.3		9,305
	Indicated Mineral Resource		75,249		0.70		12.2		1,680.7		29,471
	Meas./Ind. Mineral Resource		94,640		0.71		12.7		2,163.0		38,776
	Inferred Mineral Resource		4,355		0.86		5.6		119.8		805

Mill Resource	Measured Mineral Resource		3,358		0.69		9.2		74.2		997
	Indicated Mineral Resource		255,445		0.88		7.4		7,221.4		60,606
	Meas./Ind. Mineral Resource		258,803		0.88		7.4		7,295.6		61,603
	Inferred Mineral Resource		56,564		0.87		7.5		1,576.9		13,713

Total Mineral Resource	Measured Mineral Resource		22,749		0.76		14.1		556.5		10,302
	Indicated Mineral Resource		330,694		0.84		8.5		8,902.1		90,078
	Meas./Ind. Mineral Resource		353,443		0.83		8.8		9,458.6		100,379
	Inferred Mineral Resource		60,919		0.87		7.4		1,696.7		14,518

Table 5: Camino Rojo Mineral Resource Estimate — Zinc & Lead

Resource Type		000's tonnes		Lead (%)		Zinc (%)		Lead (M lbs)		Zinc (M lbs)
Mill Resource	Measured Mineral Resource		3,358		0.13		0.38		9.3		28.2
	Indicated Mineral Resource		255,445		0.07		0.26		404.3		1,468.7
	Meas./Ind. Mineral Resource		258,803		0.07		0.26		413.6		1,496.8
	Inferred Mineral Resource		56,564		0.05		0.23		63.1		290.4

Notes:

The mineral resource has an effective date of June 7, 2019. The mineral resources are classified in accordance with the CIM Definition Standards in accordance with the disclosure requirement of NI 43-101

Columns may not sum exactly due to rounding

Mineral resources that are not mineral reserves do not have demonstrated economic viability

Mineral resources for leach material are based on prices of $1,400/oz gold and $20/oz silver

Mineral resources for mill material are based on prices of $1,400/oz gold, $20/oz silver, $1.05/lb lead, and $1.20/lb zinc

Mineral resources are based on net smelter return cut-off of $4.73/t for leach material and $13.71/t for mill material

Includes 2% royalty and an USD:MXN exchange rate of 19.3

Operating costs for Leach resource — mining $1.65/t mined; process $3.41/t processed; G&A $1.32/t processed; Operating costs for Mill resource — mining $1.65/t mined; process $12.50/t processed; G&A $1.20/t processed

Leach resource payable — Au 100%; Ag 100%;
Mill resource payable — Au 95%, Ag 95%, Pb 95%, Zn 85%

10.

Leach resource refining costs — Au $5.00/oz; Ag $0.50/oz; Mill resource refining costs — Au $1.00/oz; Ag $1.50/oz; Pb $0.194/lb; Zn $0.219/lb

11.

The mineral resource estimate assumes that the floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto land held by the adjacent owner. Any potential development of the Camino Rojo Oxide Gold Project that includes an open pit encompassing the entire mineral resource estimate would be dependent on obtaining an agreement with the adjacent owner

12.

Mineral resources are inclusive of mineral reserves

13.

An Inferred Mineral Resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

Page 9

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

All of the mineralization comprised in Orla’s mineral resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by Orla. However, the mineral resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto lands where mineral title is held by Fresnillo and that waste would be mined on Fresnillo’s mineral titles. Any potential development of the Camino Rojo Project that includes an open pit encompassing the entire mineral resource estimate would be dependent on executing the Layback Agreement with Fresnillo, which addresses the oxide and transition portion of the mineral resources that are amendable to heap leaching, and a subsequent agreement addressing the sulphide mineral resources that are not amendable to heap leaching. It is estimated that approximately two-thirds of the mineral resource estimate is dependent on the proposed Layback Agreement and a subsequent agreement being obtained with Fresnillo.

Permitting

Permitting documents were submitted to SEMARNAT during the third quarter of 2019. The Company was notified that the CUS was accepted on December 12, 2019 and paid the required fees on January 17, 2020. The Company received a series of questions and requests for additional information on the MIA on November 12, 2019. This is a normal part of the process. A reply was submitted to this on December 20, 2019. On January 13, 2020, SEMARNAT notified the Company of a one-time 60 working-day extension to the MIA review. This would have resulted in the review being completed during the first half of 2020. However, the SEMARNAT offices were closed on March 19, 2020 due to the COVID-19 Global Health Emergency. As of the date of this MD&A, government offices remain generally closed.

Page 10

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Development activities

As of the date of this document, approximately 42% of the detailed engineering has been completed. We have placed purchase orders for the crushing package and the heap leach stacking system, and have made cash down payments for these items.

Additional activities completed during the quarter include:

Detailed surveying and additional geotechnical studies for construction,

Identifying and lab testing of clay sources,

Installing of fiber optic to the camp and offices,

Expanding and improving the current camp and offices to house additional personnel for engineering and construction management, and

Hiring a medical doctor and acquiring medical equipment, including an ambulance. Hiring of key personnel at site is substantially complete.

Camino Rojo Project Loan

The Credit Facility is denominated in United States dollars, and bears interest at 8.80% per annum, payable quarterly commencing March 31, 2020. The principal amount is due upon maturity at December 18, 2024, with no scheduled principal payments prior to maturity. The Company may prepay the loan, in full or in part, at any time during the term without penalty, by using cash flow from operations. The Credit Facility does not impose on the Company any mandatory requirements of hedging, production payments, offtake, streams, or royalties.

On December 18, 2019, the Company issued 32.5 million common share purchase warrants to the lenders as part of the project loan. The warrants have an exercise price of C$3.00 per warrant and an expiry date of December 18, 2026, to the lenders.

Regional exploration

As well as development-related activities, we continue to conduct a limited regional exploration program. Work completed during the quarter included geological mapping and rock sampling.

Work on the project will continue to focus on development-related activities. Regional exploration will continue to involve geology and sampling followed by geophysics in areas where potentially favourable indicators are found. A well-defined chargeability anomaly that is roughly 1,000 by 400 metres in size in the southwest part of the property will be drilled tested, as will a coincident IP and magnetic anomaly northeast of the resource area. From mid-March 2020 to the date of this MD&A, we have suspended our field activities due to the COVID-19 pandemic. Activities will resume once we deem it safe, appropriate and when regulations allow.

Page 11

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Community and social

The Company maintains an active community and social relations (“CSR”) program. Significant CSR activities during the first quarter of 2020 we:

Continued reconstruction of a historic building which will be converted into a civic center for the community of San Tiburcio,

Continued a program started in 2019 of improvements to the local communities’ water wells.

Supported a number of community events,

Continued to support Adult Education Programs,

Conducted an Introduction to Mining course for members of the local communities,

Provided support to the local health center during the COVID-19 pandemic,

Provided training and educational materials regarding the coronavirus to local communities,

Continued to provide support to the community in efforts to maintain a doctor assigned to the community.

Page 12

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Cerro Quema Project, Panama

Project Description and History

On February 3, 2020, the annual concession payments were made and accepted.

The Company owns the surface rights for land required to mine the Cerro Quema mineral reserves and to construct and operate a heap leach facility.

Page 13

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Table 6: Cerro Quema Mineral Reserves

Zone	Category	Cut-Off (Au g/t)		Tonnes (millions)		Au (g/t)		Au (koz)
	Proven		0.21		6.82		0.80		176
La Pava	Probable		0.21		7.40		0.67		159
	Sub-Total		0.21		14.22		0.73		335
	Proven		0.21		–		–		–
Quema	Probable		0.21		5.49		0.86		153
	Sub-Total		0.21		5.49		0.86		153
	Proven		0.21		6.82		0.80		176
Total	Probable		0.21		12.89		0.75		312
	Total		0.21		19.71		0.77		488

Notes:

(1)

Numbers may not add due to rounding.

(2)

A cut-off grade of 0.21 g/t of gold is used for reporting mineral reserves.

(3)

Mineral reserves are estimated at a gold price of $1,300 per ounce.

(4)

Effective as of June 30, 2014.

(5)

See NI 43-101 Technical Report “Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits” published on August 15, 2014 for additional information. A copy of the report is available on the Company’s website and under the SEDAR profile of Pershimco Resources Inc. at www.sedar.com.

Environmental and permitting

The Company has an ongoing environmental management plan that includes maintaining sediment dams, reforestation of previously disturbed areas and active sediment control activities. Baseline surface water quality sampling and groundwater level measurements are also ongoing.

CSR

The Company has an active community relations program that includes providing hot lunches to 5 to 15-year-old children studying in the 12 schools located within a 15-kilometre radius of the Cerro Quema project. We also provide support for various local amateur sports teams, a youth orchestra, local fairs, and cultural events.

Exploration

There were no notable exploration activities at Cerro Quema in the first quarter of 2020.

Pre-Feasibility Study

Page 14

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Non-GAAP Measures

Cash Costs per Ounce —

We calculated cash costs per ounce by dividing the sum of operating costs, royalty costs, production taxes, refining and shipping costs, net of by-product silver credits, by payable gold ounces. While there is no standardized meaning of the measure across the industry, we believe that this measure is useful to external users in assessing operating performance.

All-In Sustaining Costs ("AISC") —

Page 15

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

4.	SUMMARY OF RESULTS

This change in the financial statement presentation currency is an accounting policy change and we have accounted for it retrospectively. Functional currencies of all our entities remained unchanged. We translated the income statements at the average exchange rates for each reporting period. We recognized exchange differences arising from our subsidiaries’ functional currencies to United States dollars in other comprehensive income.

$ thousands	2020-Q1			2019-Q4			2019-Q3			2019-Q2			2019-Q1			2018-Q4			2018-Q3			2018-Q2
Exploration expense	$	7,376			3,069			3,630			2,612			5,642			5,046			5,352			3,289
General and administrative		185			150			97			83			201			140			111			98
Professional fees		176			165			170			110			94			134			63			153
Regulatory and transfer agent		82			111			30			34			31			158			14			11
Salaries and wages		264			730			423			450			383			640			323			179
Depreciation		243			6			25			25			22			40			27			25
Share based payments		772			374			580			673			942			807			450			1,190
Interest expense		588			78			2			—			—			—			2			3
Amortization of loan costs		20			85			—			—			—			—			—			—
Accretion in value of Newmont loan		65			305			481			56			268			152			115			123
Interest income		(61	)		(22	)		(16	)		(22	)		(47	)		(89	)		(102	)		(91	)
Foreign exchange		479			139			—			8			13			(88	)		43			(99	)
Net loss		10,189			5,190			5,422			4,029			7,549			6,940			6,398			4,881
Loss per share (basic and diluted)	$	0.05		$	0.03		$	0.03		$	0.02		$	0.04		$	0.04		$	0.03		$	0.03

The increased activity at Camino Rojo has led to the acquisition of leased equipment at the project, which has driven a corresponding increase in depreciation expense.

Administrative costs and professional fees have trended with the level of activity of the Company, and with major regulatory events such as financings and public listings. In 2018-Q4 we commenced trading on the TSX Exchange, and in 2019-Q4 we closed a $125 million project credit facility – both events caused one-time increases in regulatory fees and legal fees.

The increase in salaries and wages in 2018-Q3 was related to an accrual of short-term incentive (bonus) payments. In 2018-Q4, we accrued for payments related to the departure of the former CEO. In 2019-Q4 we incurred payments related to the departure of the former COO. Salaries have generally increased in 2019 and into 2020 as we have grown our team in preparation for the construction phase at Camino Rojo.

Page 16

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Share based payments expense is generally related to the number of stock options and RSUs outstanding vesting during the quarter. The grants occurred during 2018-Q2, 2019-Q1, and 2020-Q1; consequently, those quarters tend to be greater than the others. The increase in share-based payments in 2018-Q4 was related to a one-time options and bonus shares grant to the incoming CEO.

Interest income is directly related to cash on hand and prevailing interest rates.

4.	FIRST QUARTER OF 2020

The following table is based on accompanying condensed consolidated interim financial statements prepared in accordance with IFRS. Figures are expressed in thousands of United States dollars.

A.	COMPARISON TO THE PREVIOUS QUARTER

$ 000’s	2020-Q1			2019-Q4			Difference			Discussion
Exploration expense		7,376			3,069			4,307		Land and water use and mineral concessions fees are paid every six months, in first and third quarter each year.
General and administrative		185			150			35
Professional fees		176			165			11
Regulatory and transfer agent		82			111			(29	)
Salaries and wages		264			730			(466	)	Severance obligations paid in 2019-Q4
Depreciation		243			6			237		Increased activity starting 2020-Q1 at Camino Rojo has led to increases in leases, which are now capitalized and depreciated.
Share based payments		772			374			398		Annual option grant occurred in 2020-Q1
Interest income		(61	)		(22	)		(39	)
Interest expense		588			78			510		Project loan $25 million commenced Dec 2019
Amortization of loan costs		20			85			(65	)
Foreign exchange		479			139			340
Accretion of Newmont loan		65			305			(240	)
Loss for the quarter	$	10,189		$	5,190		$	4,999

Page 17

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

B.	COMPARISON TO THE SAME QUARTER LAST YEAR

	2020-Q1			2019-Q1			Difference			Discussion
Exploration expense		7,376			5,642			1,734		In 2020-Q1 detailed engineering and procurement were the focus which resulted in increased site activities vs 2019-Q1. In 2019-Q1 we were also active with the Camino Rojo feasibility study.
Office and administrative		185			201			(16	)
Professional fees		176			94			82
Regulatory and transfer agent		82			31			51
Salaries and wages		264			383			(119	)	Severance payments in 2019-Q1
Depreciation		243			22			221		Increase in leases at Camino Rojo
Share based payments		772			942			(170	)	Larger bonus shares expense in 2019-Q1 due to initial grant the previous quarter.
Interest income		(61	)		(47	)		(14	)
Interest expense		588			—			588		No project loan in 2019-Q1
Amortization of loan costs		20			—			20
Foreign exchange		479			13			466		No project loan in 2019-Q1
Accretion of Newmont loan		65			268			(203	)
Loss for the quarter	$	10,189		$	7,549		$	4,137

6.	LIQUIDITY AND CAPITAL RESOURCES

The Company had working capital of approximately $11.8 million as at March 31, 2020, compared with $20.9 million at December 31, 2019. Subsequent to the quarter end, the Company raised C$75 million ($53 million) in an equity financing.

In December 2019, we entered into an agreement for a credit debt facility for the development of the Camino Rojo Oxide Gold Project. This agreement provides a total of $125 million to the Company, available in three tranches. The first tranche of $25 million was drawn down by the Company on December 18, 2019 upon execution of the definitive loan documentation. Tranches 2 and 3 provide $50 million each, available for drawdown after satisfaction of conditions precedent, including the receipt of certain key permits required for the development of the Camino Rojo project.

As part of the acquisition of the Camino Rojo Gold Project in November 2017, Newmont agreed to provide interest free loans to the Company for all annual land holding costs as they are incurred at Camino Rojo until December 31, 2019, which loans are to be repaid in cash or shares (at Orla’s option subject to certain restrictions) upon reaching commercial production at Camino Rojo. To December 31, 2019, a total of MXN 219 million had been advanced pursuant to this agreement.

Page 18

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

The Company had material commitments for capital expenditures as of March 31, 2020. In April 2020, we issued a payments totalling approximately $5.7 million as down payments for long-lead equipment for the Camino Rojo mine.

As of the date of this MD&A, the Company had open purchase orders for long-lead equipment in the amount of $15.2 million.

7.	OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements requiring disclosure under this section.

8.	RELATED PARTY TRANSACTIONS

9.	CRITICAL ACCOUNTING ESTIMATES

In preparing the accompanying condensed consolidated interim financial statements, we have made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

We review estimates and their underlying assumptions on an ongoing basis. Revisions to estimates are recognized prospectively.

Exploration and evaluation expenditures

We must also apply a number of estimates and assumptions, such as the determination of the quantities and types of mineral resources, which itself involves varying degrees of uncertainty depending on resource classification (measured, indicated or inferred). These estimates directly impact accounting decisions related to our E&E expenditures.

If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, we assess indicators of impairment and may conclude to write off such amounts to the statement of profit or loss.

Page 19

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Assessment of impairment indicators

Title to mineral properties

Functional currency

The functional currency for the parent entity and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency involves judgements to identify the primary economic environment. We reconsider the functional currency of each entity if there is a change in the underlying transactions, events and conditions which we used to determine the primary economic environment of that entity.

Share based payments

We issue, grant or award different types of share based payments. These include warrants, options, restricted share units, deferred share units, and bonus shares.

We make judgments of expected forfeiture rates, the expected lives of these instrument, expected volatilities, and risk free interest rates. In a unit offering, we prorate the proceeds between common shares and warrants using the relative fair value method, the allocation of which requires significant judgement. In the case of bonus shares we use our judgement to estimate expected vesting periods and vesting probabilities.

10.

FINANCIAL INSTRUMENTS

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and the manner in which we manage these risks varies based upon our assessment of these risks and available alternatives for mitigation. We do not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support our operations.

A discussion of these financial risks and our exposure to them is provided in the notes to the accompanying condensed consolidated interim financial statements for the three months ended March 31, 2020.

Page 20

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

11.

OUTSTANDING SHARE DATA

As of the date of this MD&A, the Company had the following equity securities outstanding:

225,200,383 common shares

49,968,100 warrants

11,370,774 stock options

1,250,000 bonus shares

1,052,207 restricted share units

644,525 deferred share units

You can find further details about these potentially issuable securities in the notes to the accompanying condensed consolidated interim financial statements for the three months ended March 31, 2020.

12.

RISKS AND UNCERTAINTIES

Permits and Licenses

The timing of our ability to construct a mine at Camino Rojo is subject to, and may be affected by, timely review and approval by the Mexican environmental and permitting authorities.

Foreign Country and Political Risk

Page 21

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

We do not carry political risk insurance.

Dependence on Exploration-Stage Properties

Estimates of Mineral Resources & Mineral Reserves and Production Risks

The Camino Rojo Gold Project mineral resource estimate assumes that the Company can access mineral titles and lands that are not controlled by the Company

Page 22

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Mineral resource estimations for the Camino Rojo Gold Project are only estimates and rely on certain assumptions

Mining Industry

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration and development of ore, including unusual and unexpected geology formations, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to life or property, environmental damage and possible legal liability. The Company’s mineral exploration activities are directed towards the search, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company as described herein will result in discoveries of commercial quantities of ore. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which with greater financial resources, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts.

Page 23

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Government Regulation

Title Matters

Land Title

Environmental Risks and Hazards

All phases of the Company’s mineral exploration operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulations, laws and permits, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties. The Company may become liable for such environmental hazards caused by previous owners and operators of the properties even where it has attempted to contractually limit its liability.

Page 24

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Commodity Prices

Uninsured Risks

Compliance with Anti-Corruption Laws

Orla is subject to various anti-corruption laws and regulations including, but not limited to, the Corruption of Foreign Public Officials Act (1999). In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. The Company’s primary operations are located in jurisdictions which have been perceived as having fairly high levels of corruption. Orla cannot predict the nature, scope or effect of future anti- corruption regulatory requirements to which the Company’s operations might be subject or the manner in which existing laws might be administered or interpreted.

Conflicts of Interest

Page 25

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Threat of Infectious Diseases or Outbreaks of Viruses

13.	Forward Looking Statements

This MD&A contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements regarding (i) planned exploration and development programs and expenditures; (ii) the estimation of mineral resources and mineral reserves; (iii) expectations on the potential renewal of the expired mineral concessions with respect to the Cerro Quema project; (iv) proposed exploration plans and expected results of exploration from each of the Cerro Quema project and the Camino Rojo project; (v) the potential for the discovery of additional mineral resources; (vi) Orla’s ability to obtain required mine licences, mine permits, required agreements with third parties and regulatory approvals, including but not limited to, the receipt of the Environmental & Social Impact Assessment (“ESIA”) permit related to the Cerro Quema project and other necessary permitting required to implement expected future exploration plans; (vii) community and ejido relations; (viii) requirements for additional land; (ix) availability of sufficient water for proposed operations; (x) results of feasibility studies, including but not limited to mineral resource and mineral reserve estimation, mine plans and operations, internal rates of return, sensitivities, taxes, net present values, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; (xi) upside opportunities such as pit wall angles, land agreements, and the development of the sulphide mineral resource, and exploration potential; (xii) the timing and costs for production decisions; (xiii) financing timelines and requirements, including the timing and the amount to be secured relating to the Camino Rojo project loan; (xiv) the Camino Rojo project loan, including meeting all the conditions precendent relating to tranches 2 and 3 of the project loan; (xv) timing for start of engineering work, construction, and receipt of permits; (xvi) changes in commodity prices and exchange rates; (xvii) currency and interest rate fluctuations; (xviii) timing for first gold production; and (xix) the Company's objectives and strategies.

Page 26

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward looking statements include, among others: (i) failing to meet certain conditions precedent to draw the reamining portion of the Camino Rojo project loan; (ii) risks related to uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral resources and reserves, including changes in economic parameters; (iii) risks relating to not securing agreements with third parties or not receiving required permits; (iv) failure to obtain required regulatory and stock exchange approvals with respect to any Offering; (v) uncertainty and variations in the estimation of mineral resources and mineral reserves; (vi) delays in or failure to obtain an agreement with the Adjacent Owner with respect to the Camino Rojo Gold Project; (vii) health, safety and environmental risks; (viii) success of exploration, development and operations activities; (ix) risks relating to foreign operations and expropriation or nationalization of mining operations; (x) delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; (xi) delays in getting access from surface rights owners; (xii) uncertainty in estimates of production, capital and operation costs and potential for production and cost overruns; (xiii) the impact of Panamanian or Mexican laws regarding foreign investment; (xiv) the fluctuating price of gold; (xv) assessments by taxation authorities in multiple jurisdictions; (xvi) uncertainties related to title to mineral properties; (xvii) competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; and (xviii) the Company’s ability to identify, complete and successfully integrate acquisitions.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risks and Uncertainties” in this MD&A for additional risk factors that could cause results to differ materially from forward-looking statements.

Page 27

ORLA MINING LTD.
Management’s Discussion and Analysis
Three months ended March 31, 2020	United States dollars unless otherwise stated

14.	Abbreviations Used

C$	Canadian dollars
AIF	Annual Information Form
AISC	All in Sustaining Cost
Ag	Silver
Au	Gold
Canplats	Canplats Resources Corporation
Cerro Quema Report or 2014 PFS	An independent technical report for the Cerro Quema Project entitled “Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014 with an effective date of June 30, 2014 (the “Cerro Quema Report”) prepared by Eugene Puritch, P. Eng., Richard H. Sutcliffe, P.Geo., Tracy Armstrong, P.Geo., Antoine Yassa, P.Geo., David Burga, P.Geo., Kenneth Kuchling, P.Eng., and Fred Brown, P.Geo., of P&E Mining Consultants Inc., Gene Tortelli, PE, George Lightwood, PE, and David Brown, P.Geo., of Golder Associates Inc., and Mark Gorman, PE of KCA.
CIM	Canadian Institute of Mining, Metallurgy and Petroleum
Company	Orla Mining Ltd.
CSR	Community and Social Responsibility
EPCM	Engineering, Procurement, and Construction Management
ESIA	Estudio de Impacto Ambiental, a Panamanian environmental impact study
g/t	Grams per metric tonne
G&A	General and administrative costs
GAAP	Generally accepted accounting principles, which for the Company are IFRS
Goldcorp	Goldcorp Inc., a predecessor company to Newmont Goldcorp Corporation, prior to April 18, 2019.
MXN	Mexican pesos
Newmont	Newmont Goldcorp Corporation, a publicly traded company resulting from the combination of Newmont Mining Corporation and Goldcorp Inc., effective April 18, 2019.
ha	Hectares
HGL	HydroGeoLogica Inc.
IFRS	International Financial Reporting Standards, as issued by the International Accounting Standards Board
IMC	Independent Mining Consultants Inc.
IP	Induced polarization
IRR	Internal rate of return
K tonnes	Thousands of metric tonnes
Koz	Thousands of troy ounces
KCA	Kappes Cassiday and Associates
LOM	Life of mine
M&I	Measured and indicated
MD&A	Management's Discussion and Analysis
MIA	Manifiesto de Impacto Ambiental. In English, an Environmental Impact Statement
NI 43-101	Canadian National Instrument 43-101 “Standards of Disclosure for Mineral Projects”
NPV	Net present value
Pb	Lead
PFS	Pre-Feasibility Study
RC	Reverse circulation
RGI	Resource Geosciences Incorporated
SEDAR	The System for Electronic Document Analysis and Retrieval, a filing system operated by the Canadian Securities Administrators, accessible at: www.sedar.com
SEMARNAT	Secretaría del Medio Ambiente y Recursos Naturales. In English, the Secretariat of Environment and Natural Resources (Mexico)
t	Metric tonne, equal to 1,000 kilograms (approximately 2,205 pounds)
TSX	Toronto Stock Exchange
$	United States dollars
Zn	Zinc

Page 28

Exhibit 99.18

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jason Simpson, Chief Executive Officer of Orla Mining Ltd, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Orla Mining Ltd. (the “issuer”) for the interim period ended March 31, 2020.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is "Internal Control – Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

5.2	ICFR – material weakness relating to design: Not applicable

5.3	Limitation on scope of design: Not applicable

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 12, 2020

/s/ Jason Simpson

Jason Simpson

Chief Executive Officer

Exhibit 99.19

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Etienne Morin, Chief Financial Officer of Orla Mining Ltd, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Orla Mining Ltd. (the “issuer”) for the interim period ended March 31, 2020.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is "Internal Control – Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

5.2	ICFR – material weakness relating to design: Not applicable

5.3	Limitation on scope of design: Not applicable

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 12, 2020

/s/ Etienne Morin

Etienne Morin

Chief Financial Officer

Exhibit 99.20

NOTICE OF ANNUAL AND SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 13, 2020

Dated as of April 2, 2020

ORLA MINING LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the annual and special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of Orla Mining Ltd. (the “Corporation”) will be held via live webcast at https://78449.themediaframe.com/dataconf/productusers/ola/mediaframe/37060/indexl.html on the 13^th day of May, 2020, at 9:00 a.m. (Vancouver time) for the following purposes:

(a)	to receive the audited consolidated financial statements of the Corporation as at and for the financial year ended December 31, 2019, together with the report of the auditor thereon;

(b)	to elect directors of the Corporation for the ensuing year;

(c)	to appoint Ernst & Young LLP as auditor of the Corporation for the ensuing year and authorize the board of directors to fix the remuneration of the auditor;

(d)	to consider, and if deemed advisable, to pass an ordinary resolution to approve the adoption of a new restricted share unit plan of the Corporation, as more particularly described in the accompanying management information circular; and

(e)	to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

With the rapidly evolving public health crisis resulting from the global spread of the novel coronavirus (COVID-19), to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will hold our annual meeting this year in a virtual only format, which will be conducted via live webcast at the following link:

https://78449.themediaframe.com/dataconf/productusers/ola/mediaframe/37060/indexl.html

or by calling 1-877-407-6184 (toll free), and instructions will be provided as to how Shareholders entitled to vote at the Meeting may participate and vote at the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting online. Non-registered shareholders (being shareholders who beneficially own shares that are registered in the name of an intermediary such as a bank, trust company, securities broker or other nominee, or in the name of a depository of which the intermediary is a participant) who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questions at the Meeting.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy and detailed instructions about how to participate at the virtual Meeting are set forth in the management information circular which accompanies, and is deemed to form a part of, this Notice of Meeting.

Registered shareholders are requested to complete, sign, date and return the enclosed form of proxy either in the addressed envelope enclosed to Computershare Trust Company of Canada, Attn: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or via fax to 1-866-249-7775 (toll free North America) or 1-416-263-9524 (International). Alternatively, registered shareholders may vote by telephone by calling 1-866-732-8683 (toll free) or by using the internet at www.investorvote.com. In each case, proxies must be received not later than 9:00 a.m. (Vancouver time) on May 11, 2020, or at least 48 hours (excluding Saturdays and holidays), before the time for holding the Meeting or any adjournment thereof.

Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may not be entitled to vote at the Meeting.

A Shareholder who wishes to appoint a person other than the proxyholders identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder in order to attend and vote at the Meeting online) must carefully follow the instructions in the management information circular and on their form of proxy or voting instruction form accompanying this Notice of Meeting. These instructions include the additional step of registering such proxyholder with the transfer agent, Computershare Trust Company of Canada, after submitting a form of proxy or voting instruction form. Failure to register will result in the proxyholder not receiving a passcode, which is used for online sign-in, and is required to vote at the Meeting. Without a passcode, such proxyholder will only be able to attend the Meeting online as a guest. Non-registered shareholders located in the United States must also provide Computershare Trust Company of Canada with a duly completed legal proxy if they wish to vote at the meeting or appoint a third party as their proxyholder.

The Corporation reserves the right to take any additional precautionary measures in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak that the Corporation considers necessary or advisable including changing the time, date or location of the Meeting. Changes to the Meeting time, date or location and/or means of holding the Meeting may be announced by way of press release. Please monitor the Corporation’s press releases as well as its website at www.orlamining.com for updated information. The Corporation advises you to check its website one week prior to the Meeting date for the most current information. The Corporation does not intend to prepare or mail an amended management information circular in the event of changes to the Meeting format.

Please review the accompanying management information circular before voting as it contains important information about the Meeting. If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required form of proxy, you should contact Computershare Trust Company of Canada by telephone (toll free) at 1-800-564-6253, by fax at 1-866-249-7775 or by e-mail at service@computershare.com.

Dated April 2, 2020.

By Order of the Board of Directors

	“Jason Simpson”
	JASON SIMPSON President, Chief Executive Officer and Director

TABLE OF CONTENTS

General	2
SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS	2
Solicitation of Proxies	2
Appointment and Revocation of Proxies	2
Voting of Proxies	3
Non-Registered Holders	3
Voting at the Virtual Meeting	5
Appointment of a Third Party as Proxy	6
Record Date	6
Voting Shares	7
Quorum	7
Principal Shareholders	7
Interest of Certain Persons or Companies in Matters to be Acted Upon	7
Particulars of Matters to be Acted Upon at the Meeting	8
Financial Statements	8
Election of Directors	8
Appointment of Auditors	18
Adoption of the 2020 Restricted Share Unit Plan	18
Statement of Corporate Governance	19
Corporate Governance	19
Corporate Policies	26
Statement of Executive Compensation	30
Executive Compensation Discussion and Analysis	30
Termination and Change of Control Benefits	43
Director Compensation	44
Securities Authorized for Issuance Under the Equity Compensation Plans	48
Indebtedness of Directors and Executive Officers	48
Interest of Informed Persons in Material Transactions	49
Other Business	49
Additional Information	49
Approval of Directors	50
Schedule “A” BOARD MANDATE	A-1
Schedule “B” EQUITY COMPENSATION PLAN SUMMARIES	B-1
Schedule “C” 2020 RESTRICTED SHARE UNIT PLAN SUMMARY	C-1
Schedule “D” AUDITOR CHANGE REPORTING PACKAGE	D-1

MANAGEMENT INFORMATION CIRCULAR

General

This management information circular (the “Circular”) is furnished in connection with the solicitation by management (“Management”) of Orla Mining Ltd. (the “Corporation” or “Orla”) of proxies to be used at the Corporation’s annual and special meeting of the holders (“Shareholders”) of common shares of the Corporation (the “Common Shares”) to be held on May 13, 2020 (the “Meeting”) or at any adjournment or postponement thereof at the time and place and for the purposes set forth in the accompanying notice of annual and special meeting (“Notice of Meeting”).

This year, the Meeting will be held in a virtual only format, which will be conducted via live webcast. Shareholders and duly appointed proxyholders can attend the Meeting online by going to:

https://78449.themediaframe.com/dataconf/productusers/ola/mediaframe/37060/indexl.html

or by calling 1-877-407-6184 (toll free), and instructions will be provided. Shareholders will not be able to physically attend the Meeting. For a summary of how Shareholders may to attend the Meeting online, see “Voting at the Virtual Meeting” below.

The Corporation reserves the right to take any additional precautionary measures in relation to the Meeting in response to further developments in respect of the novel coronavirus (COVID-19) outbreak that the Corporation considers necessary or advisable including changing the time, date or location of the Meeting. The Corporation will notify Shareholders of any change without sending additional soliciting materials or updating proxy-related materials by:

issuing a news release announcing the change in the date, time or location;

filing the news release on SEDAR; and

informing all the parties involved in the proxy voting infrastructure (such as intermediaries, transfer agents, and proxy service providers) of the change.

The Corporation continues to closely monitor developments around the outbreak of the COVID-19 virus and is taking every precaution to ensure the safety of its people and communities and is committed to keeping its Shareholders informed.

Except as otherwise indicated, the information contained in this Circular is stated as at April 2, 2020. All dollar amounts referenced herein, unless otherwise indicated, are expressed in Canadian dollars.

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

Solicitation of Proxies

It is anticipated that the solicitations will be made primarily by mail in relation to the delivery of the Circular. Proxies may also be solicited personally or by telephone by directors, officers or employees of the Corporation at nominal cost. The cost of the solicitation will be borne by the Corporation. The Corporation has arranged for Intermediaries (as defined below) to forward the meeting materials to Non-Registered Shareholders (as defined below) and the Corporation may reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

Appointment and Revocation of Proxies

The person(s) designated by Management in the enclosed form of proxy are directors and/or officers of the Corporation (the “Management Proxyholders”). Each Shareholder has the right to appoint as proxyholder a person (who need not be a Shareholder) other than Management Proxyholders to represent the Shareholder at the virtual Meeting or at any adjournment or postponement thereof. Such right may be exercised by striking out the names of the person(s) printed in the accompanying form of proxy and inserting the name of the person in the blank space provided in the enclosed form of proxy or by completing another suitable form of proxy and, in either case, delivering the completed and executed form of proxy as provided below.

If you are a Non-Registered Shareholder (as defined below) and wish to vote at the virtual Meeting, you have to insert your own name in the blank space provided on the voting instruction form or form of proxy sent to you by your Intermediary (as defined below), follow the applicable instructions provided by your Intermediary, AND register yourself as your proxyholder, as described below under the heading “Appointment of a Third Party as Proxy”.

Registered Shareholders

In the case of registered Shareholders (“Registered Shareholders”), the completed, signed and dated form of proxy should be sent in the addressed envelope enclosed to Computershare Trust Company of Canada Attn: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Yl, or via fax to 1-866-249-7775 (toll free North America) or 1-416-263-9524 (International). Alternatively, Registered Shareholders may vote by telephone by calling 1-866-732-8683 (toll free) or by using the internet at www.investorvote.com. To be effective, a proxy must be received not later than 9:00 a.m. (Vancouver time) on May 11, 2020, or at least 48 hours (excluding Saturdays and holidays), before the time for holding the Meeting or any adjournment thereof.

A Registered Shareholder who has given a proxy may revoke it by depositing an instrument in writing, including another proxy bearing a later date, signed by the Shareholder or by the Shareholder’s attorney, who is authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the Shareholder or by the Shareholder’s attorney, who is authorized in writing, to the head office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or in the case of any adjournment or postponement of the Meeting, the last business day preceding the day of the adjournment or postponement, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment or postponement thereof. A Registered Shareholder may also revoke a proxy in any other manner permitted by law. Only Registered Shareholders have the right to revoke a proxy. A Non-Registered Shareholder who wishes to change its vote must arrange for its Intermediary to revoke its proxy on its behalf.

Voting of Proxies

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favour of the Management Proxyholders will be voted or withheld from voting in accordance with the instructions given on the ballot. If the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

In the absence of any direction in the instrument of proxy, such Common Shares will be voted in favour of the matters set forth in the accompanying Notice of Meeting. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting, and with respect to other matters which may properly come before the Meeting or any adjournment or postponement thereof. At the date of this Circular, Management is not aware of any such amendment, variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to Management should properly come before the Meeting or any adjournment or postponement thereof, the Common Shares represented by properly executed proxies given in favour of the Management Proxyholders will be voted on such matters pursuant to such discretionary authority.

Non-Registered Holders

Only Registered Shareholders (or duly appointed proxyholders) are permitted to vote at the Meeting. However, in many cases, Shareholders are “non-registered” Shareholders because the Common Shares they own are not registered in their names, but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. More particularly, a person is not a Registered Shareholder in respect of Common Shares which are held on behalf of that person (a “Non-Registered Shareholder”), but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant. Non-Registered Shareholders do not appear on the list of Shareholders maintained by the transfer agent.

Non-Registered Shareholders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as Non-Objecting Beneficial Owners (“NOBOs”). Those Non-Registered Shareholders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as Objecting Beneficial Owners (“OBOs”).

In accordance with the requirements as set out in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has distributed copies of the Notice of Meeting, this Circular and the form proxy (collectively, the “Meeting Materials”) to Intermediaries for onward distribution to NOBOs and OBOs. The Corporation does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs. An OBO will therefore not receive the Meeting Materials unless such OBO’s Intermediary assumes the cost of delivery.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive the Meeting Materials will either:

(a)

(b)

be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a barcode and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company. If the Non-Registered Shareholder does not wish to attend and vote at the virtual Meeting in person (or have another person attend and vote on the holder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form.

In either case, the purpose of this procedure is to permit a Non-Registered Shareholder to direct the voting of the Common Shares which they beneficially own. Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered. Only Registered Shareholders have the right to revoke a proxy. A Non-Registered Shareholder who wishes to change its vote must arrange for its Intermediary to revoke its proxy on its behalf.

Non-Registered Shareholders who wish to vote at the virtual Meeting must insert their own name in the blank space provided on the voting instruction form or form of proxy, follow the applicable instructions provided by the Intermediary AND register as your proxyholder, as described below under the heading “Appointment of a Third Party as Proxy”.

Voting at the Virtual Meeting

To proactively deal with the unprecedented public health impact of COVID-19 (coronavirus), the Corporation will hold its Meeting in a virtual only format, which will be conducted via live audio webcast as well as by conference call. The Corporation believes that hosting a virtual meeting will increase participation by its Shareholders, as it will enable Shareholders to more easily attend the Meeting regardless of their geographic location. This year, Shareholders will not be able to physically attend the Meeting.

Only Registered Shareholders and duly appointed proxyholders may attend and vote at the virtual Meeting. Registered Shareholders and duly appointed proxyholders who participate at the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in this Circular. A Registered Shareholder or a Non-Registered Shareholder who has appointed themselves or a third party proxyholder to represent them at the Meeting, will appear on a list of Shareholders prepared by Computershare Trust Company of Canada, the transfer agent and registrar for the Meeting. To have their Common Shares voted at the meeting, each Registered Shareholder or proxyholder will be required to enter their control number or other passcode prior to the start of the Meeting.

Non-Registered Shareholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests will be able to listen to the Meeting online, but will not be able to vote or ask questions at the Meeting. This is because the transfer agent, Computershare Trust Company of Canada, does not have a record of the Non-Registered Shareholders of and, as a result, will have no knowledge of shareholdings or entitlement to vote, unless the Non-Registered Shareholder appoints itself as proxyholder.

If you are a Non-Registered Shareholders and wish to vote at the Meeting, you must (i) appoint yourself as proxyholder by inserting your own name in the space provided for appointing a proxyholder on the voting instruction form sent to you and follow all of the applicable instructions, including the deadline, provided by the Intermediary; and (ii) register with Computershare Trust Company of Canada. See “Appointment of a Third Party as Proxy” below for additional information on how Non-Registered Shareholders can appoint themselves as proxyholder.

In order to streamline the virtual Meeting process, the Corporation encourages Shareholders to vote in advance of the Meeting using the voting instruction form or the form of proxy mailed to them with the Meeting Materials. Shareholders wishing to attend the virtual Meeting may continue to do so by logging into the webcast at:

https://78449.themediaframe.com/dataconf/productusers/ola/mediaframe/37060/indexl.html

or by calling 1-877-407-6184 (toll free), and instructions will be provided. If you attend the Meeting online, it is important that you remain connected to the internet for the duration of the Meeting in order to vote when balloting commences. It is your responsibility to ensure that you remain connected. The Meeting will begin promptly at 9:00 a.m. (Vancouver time) on May 13, 2020, unless otherwise adjourned or postponed. You should allow ample time for the online check-in procedures prior to the start of the Meeting.

A summary of the information Shareholders will need to attend the online meeting is provided below.

Registered Shareholders must log in prior to the start of the Meeting, and enter the control number located on the form of proxy.

Duly appointed proxyholders will obtain from Computershare Trust Company of Canada a passcode after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in “Appointment of a Third Party as Proxy” below.

Guests, including Non-Registered Shareholders who have not duly appointed themselves as proxyholder can listen to the Meeting, but will not able to vote or ask questions. Log in online or by conference call, and then complete the registration.

If you are using a control number or passcode to login to the online Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.

Appointment of a Third Party as Proxy

The following applies to Non-Registered Shareholders who wish to appoint themselves as proxyholder to attend, ask questions and vote at the Meeting.

Shareholders who wish to appoint a third party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form (if applicable) prior to registering the proxyholder. Registering the proxyholder is an additional step once the holder has submitted its proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, Shareholders MUST visit https://www.computershare.com/OrlaMining by 9:00 a.m. (Vancouver time) on May 11, 2020 and provide Computershare Trust Company of Canada with the proxyholder’s contact information, so that Computershare Trust Company of Canada may provide the proxyholder with a passcode via email. Without a passcode, proxyholders will not be able to vote at the Meeting.

United States Non-Registered Shareholders: To attend and vote at the virtual Meeting, holders must first obtain a valid legal proxy from its broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from the broker or bank included with Meeting Materials, or contact the broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from the broker, bank or other agent, to then register to attend the Meeting, holders must submit a copy of its legal proxy to Computershare Trust Company of Canada. Requests for registration should be directed to: Computershare, 100 University Avenue 8th Floor, Toronto, Ontario, M5J 2Y1 OR Email at uslegalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 9:00 a.m. (Vancouver time) on May 11, 2020. Holders will receive a confirmation of registration by email. You may attend the Meeting and vote during the virtual Meeting. Please note that such holders are required to register the appointment at www.computershare.com/OrlaMining.

Record Date

The board of directors of the Corporation (the “Board”) has fixed April 2, 2020 (the “Record Date”) as the record date for the purpose of determining holders of Common Shares entitled to receive notice of and to vote at the Meeting. In accordance with the provisions of the Canada Business Corporations Act (the “CBCA”), the Corporation or its transfer agent will prepare a list of holders of Common Shares on the Record Date. Each Shareholder named in the list or such Shareholder’s proxy will be entitled to vote the Common Shares shown opposite such Shareholder’s name on the list at the Meeting.

Voting Shares

The authorized voting securities of the Corporation consist of an unlimited number of Common Shares. As at Record Date, the Corporation had 187,725,383 Common Shares outstanding, each carrying the right to one vote. Except as otherwise noted in this Circular, a simple majority of the votes cast at the Meeting, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote.

Quorum

A quorum will be present at the Meeting if there are at least two persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxy or proxyholder for an absent Shareholder so entitled, holding or representing in the aggregate not less than 25% of the issued and outstanding Common Shares.

Principal Shareholders

To the knowledge of the directors and executive officers of the Corporation, as at the Record Date, no person beneficially owned, controlled or directed, directly or indirectly, more than 10% of the voting rights attached to the outstanding Common Shares except the following:

Shareholder	Number of Common Shares			% of Outstanding Common Shares
Newmont Corporation		34,410,141	⁽¹⁾		18.3	%
Agnico Eagle Mines Limited		17,613,835	⁽²⁾		9.4	%
Pierre Lassonde		23,013,500	⁽³⁾		12.3	%

Notes:

(1)	Held by Goldcorp Inc. (“Goldcorp”), which was acquired by Newmont Corporation (“Newmont”) on April 18, 2019. Newmont also holds warrants to purchase 1,275,000 Common Shares, which upon exercise and together with its Common Shares represents approximately 18.9% of the Common Shares on a partially-diluted basis.
(2)	Agnico Eagle Mines Limited (“Agnico Eagle”) also holds warrants to purchase 11,270,250 Common Shares, which upon exercise and together with its Common Shares represents approximately 14.5% of the Common Shares on a partially-diluted basis.
(3)	Mr. Lassonde also holds warrants to purchase 7,640,000 Common Shares, which upon exercise and together with his Common Shares represents approximately 15.7% of the Common Shares on a partially-diluted basis.

Interest of Certain Persons or Companies in
Matters to be Acted Upon

Particulars of Matters to be Acted Upon at the Meeting

Financial Statements

The audited consolidated financial statements for the financial year ended December 31, 2019 and the report of the auditor thereon will be placed before the shareholders at the Meeting, but no vote thereon is required. These documents are available upon request or they can be found under the Corporation’s profile on SEDAR at www.sedar.com or on its website at www.orlamining.com.

Election of Directors

The Corporation’s Articles of Incorporation (the “Articles”) provide that the Board consist of a minimum of three and a maximum of ten directors. The Board currently consists of eight directors and the term of office of each of the present directors expires at the close of the Meeting. The Board has fixed the size of the Board for election at the Meeting at eight directors. At the Meeting, the eight persons set out below will be proposed for election as directors of the Corporation (the “Nominees”). Each of the Nominees is currently a director. Each director elected will hold office until the close of the next annual meeting of shareholders or until such person’s successor is elected or appointed. Management does not contemplate that any of the Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority will be exercised by the persons named in the accompanying proxy to vote the proxy for the election of any other person or persons in place of any Nominee or Nominees unable to serve. All Nominees have established their eligibility and willingness to serve as directors.

The Board recommends that Shareholders vote FOR the election of each of the Nominees. Unless authority is withheld, the Management Proxyholders intend to vote FOR the election of each of the Nominees.

The Corporation has adopted a Majority Voting Policy prepared in accordance with Toronto Stock Exchange (“TSX”) majority voting requirements with respect to the annual election of directors. Pursuant to the Majority Voting Policy, each director must be individually elected by a majority (50%+1) of the votes cast with respect to his/her election, other than at contested meetings. If the votes in favour of the election of a Director at a Shareholder meeting represent less than a majority (i.e. 50% + 1) of the votes cast with respect to his or her election, that Director will immediately tender his or her resignation (“Resignation”) to the Board after the Shareholder meeting. Within ninety days following the applicable meeting, the Board shall conclude its deliberations and make a determination as to whether or not to accept the resignation; however, as mandated in the TSX guidelines, the Board shall accept the resignation absent exceptional circumstances. Following the Board’s determination, the Board will publicly disclose their decision, including, if applicable, the reasons for not accepting the resignation. A director who tenders a resignation pursuant to the Majority Voting Policy shall not be permitted to participate in any meetings of the Board or any sub-committee of the Board at which his/her election as a director is being considered.

The following tables set forth information with respect to each Nominee and is based upon information furnished by the respective proposed Nominee. Except as indicated below, each of the proposed Nominees has held the principal occupation shown beside the Nominee’s name in the table below or another executive office with the same or a related company, for the last five years.

CHARLES JEANNES

Nevada, USA

Age, 61

Director since June 2017

Independent

Principal Occupation

Corporate Director

Board and Board Committees	2019 Meeting Attendance
Board of Directors (Chair)		100	%
Compensation Committee		100	%
Audit Committee		100	%
Corporate Governance and Nominating Committee		100	%

Securities Holdings as at April 2, 2020

Common Shares

Options

Warrants

DSUs

Ownership
Requirement

2,231,100 ⁽¹⁾

977,791

820,000

164,692

Satisfied

Other Board Memberships

Pan American Silver Corp. (Director)

Wheaton Precious Metals Corp. (Director)

Mr. Jeannes joined the Board in June 2017. Mr. Jeannes served as President and Chief Executive Officer of Goldcorp from 2009 until April 2016, and Executive Vice President, Corporate Development from 2006 until 2008. From 1999 until the acquisition of Glamis Gold Ltd. (“Glamis”) by Goldcorp, he was Executive Vice President, Administration, General Counsel and Secretary of Glamis. Prior to joining Glamis, Mr. Jeannes worked for Placer Dome Inc., most recently as Vice President of Placer Dome North America. From January 2017 to February 2019, Mr. Jeannes served as Director of Tahoe Resources Inc. Following the acquisition of Tahoe Resources Inc. by Pan American Silver Corp., Mr. Jeannes was appointed as a Director of Pan American Silver Corp. He is also a Director of Wheaton Precious Metals Corp. (formerly Silver Wheaton Corp.) and serves as a University of Nevada, Reno (“UNR”) Foundation Trustee (a non-profit Board). He holds a Bachelor of Arts degree from UNR and graduated from the University of Arizona School of Law with honours in 1983. He practiced law from 1983 until 1994 and has broad experience in capital markets, mergers and acquisitions, public and private financing and international operations.

Historical Voting Results
Year	For			Withheld
2019		99.73	%		0.27	%
2018		95.12	%		4.88	%
2017		99.96	%		0.04	%

Note:

(1)	In addition, Mr. Jeannes is entitled to 500,000 Bonus Shares (as defined herein). The Bonus Shares will become issuable on the date Mr. Jeannes ceases to act as a director following June 18, 2020. See “Statement of Executive Compensation – Director Compensation”.

RICHARD HALL

Colorado, USA

Age, 70

Director since June 2015

Independent

Principal Occupation

Corporate Director, Geologist and Mineral Industry Consultant

Board and Board Committees	2019 Meeting Attendance
Board of Directors		80	%
Compensation Committee (Chair)		100	%
Corporate Governance and Nominating Committee		75	%

Securities Holdings as at April 2, 2020

Common Shares			Options				Warrants				DSUs				Ownership Requirement
2,257,000				695,743				100,000				94,496				Satisfied

Other Board Memberships

IAMGold Corporation (Director)

Mr. Hall joined the Board in June 2015. Mr. Hall was appointed a director of IAMGOLD Corporation in 2012. Mr. Hall brings over 40 years of exploration, development, mining and corporate experience to the Corporation. Mr. Hall is a former Director of Kaminak Gold Corporation from February 2013 to July 2016. Mr. Hall served as Chairman of Klondex Mines Ltd. from September 2014 until July 2018 when it was acquired by Hecla Mining Company. From 1999 to 2008 he served as President and Chief Executive Officer of Metallica Resources Inc., where he was involved in all aspects of the corporation’s development including the financing, construction and commissioning of the Cerro San Pedro gold-silver mine in Mexico. While at Metallica, the El Morro deposit was discovered in Chile and was brought through to a final feasibility study in conjunction with Metallica’s operating partner on the project, Xstrata Copper. In August 2008, Metallica was part of a $1.6 billion merger with Peak Gold Ltd. and New Gold Inc. to form what is now New Gold Inc. Mr. Hall also served as President and Chief Executive Officer of Northgate Minerals from July 2011 until October 2011 when Northgate was acquired by AuRico Gold Inc. From 2008 until 2011 he held the position of Chairman of Grayd Resource Corporation, which was acquired by Agnico Eagle in November 2011. Mr. Hall holds a Bachelor and a Masters Degree in Geology and an MBA from Eastern Washington University. He has also completed an Executive Development Program at the University of Minnesota.

Historical Voting Results
Year	For		Withheld
2019	99.73	%	0.27	%
2018	95.12	%	4.88	%
2017	99.96	%	0.04	%

JASON SIMPSON

Ontario, Canada

Age, 46

Director since

November 2018

Not independent

Principal Occupation

President, Chief Executive Officer and Director of the Corporation

Board and Board Committees	2019 Meeting Attendance
Board of Directors		100	%
Environmental, Sustainability, Heath and Safety Committee		100	%

Securities Holdings as at April 2, 2020

Common Shares	Options			RSUs		Ownership Requirement
427,359 ⁽¹⁾		1,891,440	⁽¹⁾		443,473	N/A

Other Board Memberships

None

Mr. Simpson was appointed the Corporation’s President and Chief Executive Officer effective November 12, 2018. In addition to the role of President and CEO, Mr. Simpson also serves as a Director of the Corporation. Mr. Simpson is a mining executive with over 23 years of experience in operations leadership, mining engineering and project construction. Most recently, he was Chief Operating Officer of Torex Gold Resources (“Torex”) where, over his nearly 6-year tenure, he oversaw the successful construction and operation of the ELG Mine in Mexico. Prior to Torex, Mr. Simpson spent 11 years at Vale in various roles of increasing responsibility ending his tenure as General Manager of the Labrador Operations (Voisey’s Bay) in 2013. Mr. Simpson also worked at McIntosh Redpath Engineering on mining studies for companies including Barrick, Freeport McMoran, CVRD, Rio Tinto and Falconbridge, among others, where he gained global multi-commodity experience and perspective. Mr. Simpson holds dual degrees in Mining Engineering from the Technical University of Nova Scotia and in Physics from Dalhousie University.

Historical Voting Results
Year	For			Withheld
2019		99.73	%		0.27	%
2018		N/A			N/A
2017		N/A			N/A

Note:

(1)

In addition, Mr. Simpson is entitled to 1,000,000 CEO Bonus Shares (as defined herein) in four tranches of 250,000 Bonus Shares each. See “Statement of Executive Compensation – Executive Compensation Discussion and Analysis”. As of the date of this Circular, the vesting conditions in connection with the first tranche of these Bonus Shares had been achieved; however, the associated Common Shares had not yet been issued.

JEAN ROBITAILLE

Ontario, Canada

Age, 58

Director since December 2016

Independent

Principal Occupation

Senior Vice-President of Agnico Eagle since June 2008.

Board and Board Committees	2019 Meeting Attendance
Board of Directors		100	%
Compensation Committee		100	%
Environmental, Sustainability, Heath and Safety Committee		100	%

Securities Holdings as at April 2, 2020

Common Shares			Options				Warrants				DSUs				Ownership Requirement
1,796,450				536,396				88,000				82,345			Satisfied

Other Board Memberships

Canada Mining Innovation Council (Director)

Mr. Robitaille joined the Board in December 2016, upon closing of the Corporation’s acquisition of Pershimco Resources Inc. Mr. Robitaille is Senior Vice-President, Corporate Development, Business Strategy and Technical Services of Agnico Eagle. Prior to this nomination and since 1988, he served Agnico Eagle in various senior executive roles for Business Strategy, Technical Services, Project Development and Operations. He has also worked at LaRonde as Project Manager, Mill Superintendent and Metallurgist. Prior to joining Agnico Eagle, Mr. Robitaille worked as a metallurgist with Teck Mining Group. Mr. Robitaille currently serves as Director on the board of the Canada Mining Innovation Council (CMIC) a national non-profit organization. Mr. Robitaille is a mining graduate of the College de l’Abitibi Témiscamingue with a specialty in mineral processing.

Historical Voting Results
Year	For		Withheld
2019	99.99	%		0.01	%
2018	95.12	%		4.88	%
2017	99.96	%		0.04	%

GEORGE ALBINO

Colorado, USA

Age, 61

Director since June 2017

Independent

Principal Occupation

Corporate Director

Board and Board Committees	2019 Meeting Attendance
Board of Directors		100	%
Audit Committee		100	%
Corporate Governance and Nominating Committee (Chair)		100	%

Securities Holdings as at April 2, 2020

Common Shares

Options

Warrants

DSUs

Ownership
Requirement

401,000

504,819

121,500

89,421

Satisfied

Other Board Memberships

Eldorado Gold Corporation (Chairman)

Dr. Albino joined the Board in June 2017. Dr. Albino, Ph.D., is a geologist and was a Managing Director and Mining Analyst at GMP Securities, L.P., Research Division from 2010 until 2016. Prior to this, he was an Analyst at Macquarie Capital Markets Canada Ltd., Research Division from June 2002 until 2010, focusing on North American precious metal producers and exploration companies as well as base metal, uranium and diamond companies. Dr. Albino has over 35 years of experience in mining and finance, having been a geologist for 18 years and as a highly-ranked sell side analyst covering mining (principally gold) stocks for 19 years. Before joining the financial services side of the business, he worked for 18 years in the mining industry, academia and government as an Exploration and Research Geologist exploring for precious metals, base 17 metals and diamonds. He is also currently the Chairman of the board of directors of Eldorado Gold Corporation (since October 2016). Dr. Albino has a Ph.D. from The University of Western Ontario, an M.S. from the Colorado State University and a B.A.Sc. from Queen’s University.

Historical Voting Results
Year	For		Withheld
2019	99.73	%		0.27	%
2018	99.96	%		0.04	%
2017	99.94	%		0.06	%

TIM HALDANE

Arizona, USA

Age, 63

Director since June 2017

Independent

Principal Occupation

Mining professional/Corporate Director

Board and Board Committees	2019 Meeting Attendance
Board of Directors		100	%
Environmental, Sustainability, Heath and Safety Committee (Chair)		100	%

Securities Holdings as at April 2, 2020

Common Shares

Options

Warrants

DSUs

Ownership
Requirement

103,500

504,819

14,250

89,421

Satisfied

Other Board Memberships

None

Mr. Haldane joined the Board in June 2017. Mr. Haldane is a mining professional with 40 years of operating and project development experience including 15 years in Mexico. Mr. Haldane most recently held the position of Senior Vice President of Operations - USA & Latin America at Agnico Eagle from 2014 until February 2017. Mr. Haldane holds a B.S. in Metallurgical Engineering from Montana Tech and is a Registered Professional Engineer.

Historical Voting Results
Year	For		Withheld
2019	99.73	%		0.27	%
2018	99.98	%		0.02	%
2017	99.89	%		0.11	%

DAVID STEPHENS ⁽¹⁾

Alberta, Canada

Age, 38

Director since March 2018

Independent

Principal Occupation

Partner at Agentis Capital Mining Partners, Consultant in mining and technology industries

Board and Board Committees	2019 Meeting Attendance
Board of Directors		100	%
Audit Committee		100	%

Securities Holdings as at April 2, 2020

Common Shares		Options		Warrants		DSUs		Ownership Requirement
Nil		160,356		65,000		69,468		N/A

Other Board Memberships

None

Mr. Stephens is a partner at Agentis Capital Mining Partners which provides capital markets advisory services and is a consultant in the mining and technology industries through his private consulting company. He was the Vice President, Corporate Development and Marketing at Goldcorp until its acquisition by Newmont on April 18, 2019, having previously served as Vice President and Treasurer. Prior to joining Goldcorp, Mr. Stephens spent ten years working in investment banking and equity research at various organizations including Macquarie Capital Markets Canada Ltd. and Orion Securities. Mr. Stephens holds a Bachelor’s degree in Electrical Engineering and Computer Science from Harvard University.

Historical Voting Results
Year	For			Withheld
2019		99.73	%		0.27	%
2018		96.81	%		3.19	%
2017		N/A			N/A

Note:

(1)	Mr. Stephens was formerly the director nominee of Newmont following its acquisition of Goldcorp. See “Investor Rights Agreement” below.

ELIZABETH McGREGOR

British Columbia, Canada

Age, 43

Director since June 2019

Independent

Principal Occupation

Finance professional, Corporate Director

Board and Board Committees	2019 Meeting Attendance ⁽¹⁾
Board of Directors		100	%
Audit Committee (Chair)		100	%
Corporate Governance and Nominating Committee		100	%

Securities Holdings as at April 2, 2020

Common Shares		Options		Warrants		DSUs		Ownership Requirement
Nil		146,118		65,000		52,682		N/A

Other Board Memberships

Kinross Gold Corporation (Director)

Ms. McGregor served as the Executive Vice President and Chief Financial Officer of Tahoe Resources Inc. from August 9, 2016 until the acquisition by Pan American Silver Corp. on February 22, 2019. Ms. McGregor is a Canadian Chartered Professional Accountant (CPA, CA) and, prior to her role as Chief Financial Officer, served as Tahoe Resources Inc.’s VP Treasurer. She directed financial planning, corporate liquidity, financial reporting and risk management. Prior to joining Tahoe Resources Inc., she worked at Goldcorp from 2007 to 2013 where she held various financial roles including Director of Project Finance and Cost Control; Administration Manager at the Peñasquito mine; and Director of Risk. Ms. McGregor has also served as a director of Kinross Gold Corporation since November 6, 2019. Ms. McGregor began her career at KPMG as Audit Manager. She holds a B.A. (Hons) from Queen’s University in Kingston.

Historical Voting Results
Year	For			Withheld
2019		99.99	%		0.01	%
2018		N/A			N/A
2017		N/A			N/A

Note:

(1) Meeting attendance during 2019 subsequent to appointment.

Cease Trade Orders, Bankruptcies, Penalties or Sanction

No director or proposed director of the Corporation is, as at the date of this Circular, or has been, within the 10 years preceding the date of this Circular, a director, chief executive officer and chief financial officer of any company (including the Corporation) that:

(a)

while that person was acting in that capacity, was the subject of a cease trade, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (each, an “Order”);

(b)

was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer; or

(c)

while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No director or proposed director of the Corporation has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director or proposed director.

To the knowledge of the Corporation, as of the date hereof, no proposed director has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Investor Rights Agreement

In accordance with the terms of the investor rights agreement dated November 7, 2017 between Goldcorp (now “Newmont”) and Orla (the “Newmont Agreement”), Newmont has, among other rights, the right to nominate an individual for election to the Board. In the event the number of directors on the Board is increased to more than ten directors, Newmont shall be entitled to designate an additional nominee, provided that at the time of such increase in the size of the Board it holds at least 10% of the Common Shares. Newmont has indicated its intention to exercise its right to nominate a director to the Board but has not done so as of the record date.

Under the terms of the Newmont Agreement, Newmont has agreed to vote its Common Shares in accordance with the recommendations of the Board or Management on all matters to be submitted to Shareholders, including for the Management nominee’s for directors, except in the case of voting in respect of: (i) any issuer bid, insider bid, related party transaction or business combination; (ii) any amendment to the constating documents of the Corporation, other immaterial or administrative changes; (iii) any matter in relation to which a recognized proxy advisor is recommending against Management or the Board on any resolution for Shareholders; (iv) any disposition of assets for consideration equal or greater than 50% of the market capitalization immediately prior to the entering into of such transaction; (v) any proposed distribution of securities where the number of Common Shares issued or issuable thereunder is greater than 25% of the Common Shares which are outstanding prior to closing; and (vi) in any circumstances where the Corporation or its directors or officers are not in compliance with the agreement or applicable laws, in which case Newmont is entitled to vote its Common Shares in its discretion (the “Exceptions”). Any nominee of Newmont on the Board will not be required to vote in accordance with the recommendations but will exercise his or her fiduciary responsibilities as a director by voting as he or she sees fit.

Pursuant to the Newmont Agreement, Newmont has been granted certain participation rights to maintain its pro rata interest in future offerings.

Similarly, in accordance with an amended and restated investor rights agreement dated December 17, 2019 between Agnico Eagle (the “Agnico Agreement”) and the Corporation, Agnico Eagle has, among other rights, the right to nominate an individual for election to the Board, provided it holds at least 5% of the Common Shares. Under the terms of the Agnico Agreement, Agnico Eagle has agreed, for a period of 18 months from October 18, 2019, to vote its Common Shares in accordance with the recommendations of the Board or Management on all matters to be submitted to Shareholders, including for the Management nominee’s for directors, except in the case of voting in respect of the Exceptions. Any nominee of Agnico Eagle on the Board will not be required to vote in accordance with the recommendations but will exercise his or her fiduciary responsibilities as a director by voting as he or she sees fit.

Pursuant to the Agnico Agreement, Agnico Eagle has been granted certain participation rights to maintain its pro rata interest in future offerings. Agnico Eagle has not exercised its right to nominate a director as of the date of this Circular.

Appointment of Auditors

On March 25, 2020, Ernst & Young LLP (“Ernst & Young”) was appointed as the auditor of Orla, to replace Davidson & Company LLP, Chartered Professional Accountants. Management is recommending the re-appointment of Ernst & Young as auditor for the Corporation, to hold office until the next annual general meeting of the Shareholders at a remuneration to be fixed by the Board. A notice of change of auditor, and confirmation letters from each of the former and successor auditors of the Corporation are attached to this Circular as Schedule “D”, pursuant to the requirements of National Instrument 51-102 – Continuous Disclosure Obligations.

To be effective, the resolution to re-appoint Ernst & Young must be approved by not less than a majority of the votes cast by the Shareholders present in person, or represented by proxy, at the Meeting.

The Board recommends that Shareholders vote FOR the re-appointment of Ernst & Young. Unless authority is withheld, the Management Proxyholders intend to vote FOR the appointment of Ernst & Young as the auditor of the Corporation to hold office until the next annual general meeting of Shareholders or until a successor is appointed and the Board is authorized to fix their remuneration.

Adoption of the 2020 Restricted Share Unit Plan

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a resolution in the form set out below (the “RSU Plan Resolution”), subject to such amendments, variation or additions as may be approved at the Meeting, approving the adoption of a new restricted share unit plan (the “Replacement RSU Plan”) as set out below.

On April 2, 2020, the Board approved the Replacement RSU Plan, which is intended to replace the existing restricted share unit plan (the “RSU Plan”) as the only restricted share unit plan of the Corporation, subject to Shareholder and stock exchange approvals. All prior grants made under the existing RSU Plan remain subject to the terms of such plan, however, no further grants will be permitted to be made under the existing RSU Plan and such plan will be terminated once the existing grants have vested or been forfeited.

For a description of the material terms of the Replacement RSU Plan see Schedule “C”. A copy of the proposed Replacement RSU Plan is attached to this Circular as Exhibit “A” to Schedule “C”.

The more substantive differences between the Replacement RSU Plan and the existing RSU Plan are as follows:

the Replacement RSU Plan includes the definition “Deferred Payment Date” which shall mean the date, for a Participant (as defined in the Replacement RSU Plan) under the Replacement RSU Plan, after the Restricted Period (as defined in the Replacement RSU Plan) to which the Participant has elected to defer receipt of the Common Shares;

the Replacement RSU Plan includes the definition “US Participant” which shall mean a Participant who would be subject to taxation under the Code (as defined in the Replacement RSU Plan) in respect of income derived from the RSUs; and

Article 3 of the Replacement RSU Plan permits Participants, other than US Participants, to elect to defer the receipt of all or any part of their entitlement to RSUs until a Deferred Payment Date, subject to the terms of the Replacement RSU Plan, upon giving the Corporation written notice of such Deferred Payment Date not later than thirty (30) days prior to the expiration of the Restricted Period. Participants may change a Deferred Payment Date by providing written notice to the Corporation not later than thirty (30) days prior to the Deferred Payment Date.

In order to accommodate the addition of a Deferred Payment Date, the Replacement RSU Plan also contains certain related housekeeping updates, including, among others, the removal of the ability of the Corporation to settle Restricted Share Units in cash. Otherwise, the terms of the Replacement RSU Plan are the same as the terms of the existing RSU Plan.

The Board and management recommend the adoption of the RSU Plan Resolution. To be effective, the RSU Plan Resolution must be approved by not less than a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting.

The text of the RSU Plan Resolution to be submitted to Shareholders at the Meeting is set forth below:

“NOW THEREFORE BE IT RESOLVED THAT:

the restricted share unit plan (the “Replacement RSU Plan”) of Orla Mining Ltd. (the “Corporation”), as adopted by the board of directors (the “Board”) and substantially in the form presented to the shareholders (the “Shareholders”) of the Corporation is hereby approved;

the Board be authorized on behalf of the Corporation to make any further amendments to the Replacement RSU Plan as may be required by regulatory authorities, without further approval of the Shareholders, in order to ensure adoption of the Replacement RSU Plan; and

the approval of the Replacement RSU Plan by the Board is hereby ratified and confirmed and any one director or officer of the Corporation is hereby authorized and directed on behalf of the Corporation to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution.”

If, at the Meeting, the Shareholders do not approve the RSU Plan Resolution, the Replacement RSU Plan will not be implemented and the existing RSU Plan will remain in force as the restricted share unit plan of the Corporation. The Board recommends that Shareholders vote FOR the RSU Plan Resolution to approve the adoption of the Replacement RSU Plan. Unless authority is withheld, the Management Proxyholders intend to vote FOR the RSU Plan Resolution.

Statement of Corporate Governance

Corporate Governance

The Corporation and the Board recognize the importance of corporate governance to the effective management of the Corporation and to the protection of its employees and Shareholders. The Corporation’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Corporation are effectively managed so as to enhance Shareholder value.

In June 2005, National Policy 58-201 – Corporate Governance Guidelines (the “Guidelines”) and National Instrument 58-101 – Disclosure of Corporate Governance Practices (the “Governance Disclosure Rule”) were adopted by the securities regulatory authorities in Canada. The Governance Guidelines deal with matters such as the constitution and independence of corporate boards, their functions, the effectiveness and education of Board members and other items dealing with sound corporate governance practices. The Governance Disclosure Rule requires that, if management of an issuer solicits proxies from its security holders for the purpose of electing directors, specified disclosure of its corporate governance practices must be included in its management information circular. As required by the Governance Disclosure Rule and other applicable regulatory instruments, the following disclosure describes the Corporation’s corporate governance policies and initiatives.

The Corporation continually reviews and monitors developments in Canada with a view to further revising its governance policies and practices, as appropriate. Subsequent to the completion of the acquisition of Pershimco Resources Inc. in December 2016 (the “Pershimco Acquisition”), the Camino Rojo gold project in November 2017 and the graduation to the TSX on November 1, 2018, the Corporation’s corporate governance practices and policies were reviewed in order to ensure the Corporation was well situated with best practices in light of its stage of development. This review culminated with the Board adopting various revised and new corporate governance documents and policies. The Board will continue to monitor such practices on an ongoing basis and when necessary implement such additional practices as it deems appropriate.

The Board of Directors

The Board discharges its responsibility for overseeing the management of the Corporation’s business by delegating to the Corporation’s senior officers the responsibility for day-to-day management of the Corporation. The Board discharges its responsibilities both directly and through its standing committees; namely, the Audit Committee, the Compensation Committee, the Environmental, Sustainability, Heath and Safety Committee and the Corporate Governance and Nominating Committee. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address issues of a more short-term nature. The Board’s primary roles are overseeing corporate performance and providing quality, depth and continuity of management to meet Orla’s strategic objectives. A copy of the mandate of the Board is attached hereto as Schedule “A”.

The Board is responsible for, among other things:

developing, reviewing and approving the business objectives and goals of the Corporation and reviewing the business, financial and strategic plans by which it is proposed that Orla may reach those goals;

approving and monitoring compliance with all significant policies and procedures;

providing input to Management on emerging trends and issues and on strategic plans, objectives and goals that Management develops and monitoring the Corporation’s progress toward its strategic and operational goals, and to revise its direction to Management in light of changing circumstances affecting the Corporation;

reviewing and approving the annual consolidated audited financial statements, the interim consolidated financial statements, and the notes and management’s discussion and analysis accompanying such financial statements, as well as Orla’s management information circular and overseeing the accurate reporting of the financial performance of the Corporation to shareholders, other security holders and regulators on a timely and regular basis;

ensuring the implementation of appropriate environmental stewardship and health and safety management systems, which are sufficient within the terms and practices of the mining industry, to ensure compliance with applicable laws; and

identifying the principal risks of the Corporation’s business and ensuring the implementation of appropriate systems to effectively monitor and manage those risks with a view to the long-term viability of the Corporation and achieving a proper balance between the risks incurred and the potential return to Orla’s shareholders.

Meetings of the Board

The Board fulfills its mandate at regularly scheduled meetings or as required. The directors are kept informed of the Corporation’s operations at these meetings as well as through reports and discussions with Management throughout the year. The frequency of the meetings and the nature of the meeting agendas are dependent upon the nature of the business and affairs which the Corporation faces from time to time. The Board’s practice is that, at the end of each meeting of the Board, independent directors meet in the absence of Management and non-independent directors to hold an open and candid discussion. For the financial year ended December 31, 2019, all Board and committee meetings were accompanied by in-camera sessions where Management was not in attendance.

The majority of directors in office constitutes a quorum for the transaction of business and a quorum of directors may exercise all the powers of directors at a meeting. Directors are expected to attend all meetings of the Board and the committees upon which they serve, to come to such meetings fully prepared (including full review of all documentation sent prior to the meeting), and to remain in attendance for the duration of the meeting.

In certain circumstances, non-directors will be permitted to attend Board and committee meetings to provide information and opinions to assist the directors in their deliberations. The Board, through the Chair will determine non-director attendees for a meeting, and no non-directors will be permitted to table material at the Board meeting without the prior approval of the Chair (in the case of the Board) or committee chair (in the case of committee of the board).

Independence of the Board

The Governance Disclosure Rule defines an “independent” director as a director who has no direct or indirect material relationship with the Corporation. A “material relationship” is in turn defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with such member’s independent judgment.

The Board is currently comprised of eight directors. The Board has determined that seven out of the eight current members are “independent” directors within the meaning of the Governance Disclosure Rule. Mr. Jason Simpson is not considered “independent” as a result of his role as an executive officer. Messrs. Charles Jeannes, Richard Hall, Jean Robitaille, Tim Haldane, George Albino and David Stephens and Ms. Elizabeth McGregor are each considered to be “independent” directors of the Corporation.

If the proposed Nominees put forth by Management are elected at the Meeting, the Board will be comprised of eight directors, seven of whom (Messrs. Jeannes, Hall, Robitaille, Haldane, Albino, Stephens and Ms. McGregor) will be considered “independent” directors and one of whom (Mr. Simpson) will not be considered “independent” for the reasons stated above. To enhance its ability to act independent of Management, the members of the Board may meet in the absence of members of Management and the non-independent directors or may excuse such persons from all or a portion of any meeting where a potential conflict of interest arises or where otherwise appropriate.

Chair of the Board

The current Chair of the Board is Mr. Charles Jeannes. Mr. Jeannes is considered independent. The Chair’s role and responsibilities include providing leadership to the Board, assisting the Board in satisfying its oversight responsibilities, managing Board meetings, promoting the delivery of information to the directors of the Corporation on a timely basis such that directors are fully apprised of all matters which are material to directors, presiding over Shareholder meetings and such other functions as may be ancillary to the duties and responsibilities and as may be delegated to the Chair by the Board from time to time. The Role Statement for Non-Executive Chair is available on the Corporation’s website at www.orlamining.com.

Chief Executive Officer

The Chief Executive Officer of the Corporation is responsible for managing the business and affairs of the Corporation within the corporate policies and mandates and authority limitations established by the Board from time to time. The Role Statement for the Chief Executive Officer is available on the Corporation’s website at www.orlamining.com.

Other Reporting Issuer Directorships

The following table sets forth the directors of the Corporation who currently hold directorships in other reporting issuers:

Name	Name of Reporting Issuer	Exchange	Term
George Albino	Eldorado Gold Corp.	TSX, NYSE	2016 to Present
Richard Hall	IAMGold Corporation	TSX, NYSE	2012 to Present
Charles Jeannes	Wheaton Precious Metals Corp.	TSX, NYSE	2016 to Present
	Pan American Silver Corp.	TSX, NASDAQ	2019 to Present
Elizabeth McGregor	Kinross Gold Corporation	TSX, NYSE	2019 to Present

Orientation and Continuing Education

Given the size and stage of the Corporation, the Board as a whole is responsible for ensuring that new directors are provided with an orientation program, which includes written information about the business, documents from recent Board meetings and governance policies.

In addition, directors are encouraged to visit and meet with Management on a regular basis and are provided the opportunity to independently consult with legal counsel to the Corporation to understand their legal obligations as directors.

The Corporation also encourages continuing education of its directors and officers where appropriate in order to ensure that they have the necessary skills and knowledge to meet their respective obligations to the Corporation. To facilitate ongoing education, the Corporate Governance and Nominating Committee will: (a) periodically canvass the directors to determine their training and education needs and interests; (b) arrange for directors to visit the Corporation’s development sites; (c) encourage directors to attend seminars, industry conferences such as the Denver Gold Forum and the Prospectors and Developers Association of Canada (PDAC) conference, and other professional development events; (d) encourage and facilitate presentations by outside experts to the Board of committees on matters of particular importance or emerging significance.

At each quarterly Board meeting, the Chief Financial Officer makes a presentation to the Board to provide a comprehensive overview of the Corporation’s financial performance, anticipated future financial results and market trends. In addition, together with legal counsel to the Corporation, the Chair of the Board continually reviews the latest securities rules and policies and best practices in corporate governance. Any changes or new requirements will then be brought to the attention of the Corporation’s directors. Board members are encouraged to communicate with Management, auditors, legal counsel and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with Management’s assistance; and to attend related industry seminars and visit the Corporation’s projects. Board members have full access to the Corporation’s records.

Ethical Business Conduct

The Board expects Management to operate the business of the Corporation in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Corporation’s business plan and to meet performance goals and objectives according to the highest ethical standards. To this end, the Board has adopted a Code of Business Conduct and Ethics (the “Code”) for its directors, officers and employees.

Employees are required to report any violations under the Code or the Corporation’s corporate governance policies in accordance with the Corporation’s Whistleblower Policy, which provides that an individual may report any concerns or complaints regarding accounting, internal accounting controls, audit-related matters or fraud to the Chair of the Audit Committee. Such concerns and/or complaints will be kept confidential and may be communicated anonymously if desired. Following the receipt of any complaints, the Chair of the Audit Committee shall promptly investigate each matter so reported.

A copy of the Code and the Whistleblower Policy is available on the Corporation’s website at www.orlamining.com and has also been filed on SEDAR and may be accessed under the Corporation’s profile at www.sedar.com.

The Board monitors compliance with the Code and Management provides an annual report to the Board regarding issues, if any, arising under the Code and the Corporation’s corporate governance policies.

In addition, as some of the directors of the Corporation also serve as directors and officers of other companies engaged in similar activities, the Board must comply with the conflict of interest provisions of the CBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Each director is required to declare the nature and extent of his interest and is not entitled to vote at meetings which involve such conflict.

Compensation Committee

The Compensation Committee is currently comprised of three independent directors, being Messrs. Hall (Chair), Robitaille and Jeannes. The Compensation Committee has adopted a written mandate and is responsible for the review and approval of the philosophy and design of the Corporation’s compensation programs and the compensation of the Corporation’s executives and members of the Board and for submitting recommendations to the Board in this regard. In addition, the Compensation Committee is responsible for reviewing and making recommendations to the Board, as appropriate, in connection with the Corporation’s succession planning with respect to the Chief Executive Officer and other senior executive officers and ensuring that the structure, design and application of the Corporation’s material compensation programs meet the Corporation’s principles, objectives and risk profile and do not encourage excessive risk taking.

See “Statement of Executive Compensation – Executive Compensation Discussion and Analysis” below for details regarding the Corporation’s objectives and philosophy regarding executive compensation and the application of this philosophy to the Corporation’s executive compensation arrangements. During the financial year ended December 31, 2019, the Compensation Committee met three times.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is currently comprised of four independent directors, being Messrs. Albino (Chair), Jeannes and Hall and Ms. McGregor.

The Corporation’s Corporate Governance & Nominating Committee is in place to provide a focus on governance that will enhance the Corporation’s performance, to assess and make recommendations regarding the Board’s effectiveness and to establish and lead the process for identifying, recruiting, appointing, re-appointing, evaluating and providing ongoing development for directors. The full text of the Corporate Governance and Nominating Committee’s charter is available on the Corporation’s website at www.orlamining.com. During the financial year ended December 31, 2019, the Corporate Governance and Nominating Committee met four times.

Audit Committee

The Audit Committee is currently comprised of four independent directors, being Ms. McGregor (Chair) and Messrs. Stephens, Jeannes and Albino, each of whom is considered to be (i) independent; and (ii) financially literate. The Audit Committee is responsible for the Corporation’s financial reporting process and the quality of its financial reporting.

The Audit Committee is charged with the mandate of providing independent review and oversight of the Corporation’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Corporation’s external auditors. The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing the Corporation’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, Management, and the external auditors and monitors the independence of those auditors. The full text of the Audit Committee’s charter is available on the Corporation’s website at www.orlamining.com. During the financial year ended December 31, 2019, the Audit Committee met four times.

The following table describes the education and experience of each current Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member:

Elizabeth McGregor:

David Stephens:

Charles Jeannes:

Mr. Jeannes served as President and Chief Executive Officer of Goldcorp from 2009 until April 2016, and Executive Vice President, Corporate Development from 2006 until 2008. From 1999 until the acquisition of Glamis by Goldcorp, he was Executive Vice President, Administration, General Counsel and Secretary of Glamis. Prior to joining Glamis, Mr. Jeannes worked for Placer Dome Inc., most recently as Vice President of Placer Dome North America. From January 2017 to February 2019, Mr. Jeannes served as Director of Tahoe Resources Inc. He is currently a Director of Pan American Silver Corp. and Wheaton Precious Metals Corp. (formerly Silver Wheaton Corp.) and serves as a UNR Foundation Trustee (a non-profit Board). He holds a Bachelor of Arts degree from UNR and graduated from the University of Arizona School of Law with honours in 1983. He practiced law from 1983 until 1994 and has broad experience in capital markets, mergers and acquisitions, public and private financing and international operations.

George Albino:

Dr. Albino, Ph.D. is a geologist and was a Managing Director and Mining Analyst at GMP Securities, L.P., Research Division from 2010 until 2016. Prior to this, he was an Analyst at Macquarie Capital Markets Canada Ltd., Research Division from June 2002 until 2010, focusing on North American precious metal producers and exploration companies as well as base metal, uranium and diamond companies. Dr. Albino has over 35 years of experience in mining and finance, having been a geologist for 18 years and as a highly-ranked sell side analyst covering mining (principally gold) stocks for 19 years. Before joining the financial services side of the business, he worked for 18 years in the mining industry, academia and government as an Exploration and Research Geologist exploring for precious metals, base metals and diamonds. He is also currently a Director of Eldorado Gold Corporation. Dr. Albino has a Ph.D. from The University of Western Ontario, an M.S. from the Colorado State University and a B.A.Sc. from Queen’s University.

The following table sets out the external auditor service fees paid in the 2019 and 2018 financial years:

	2019		2018
Audit Fees⁽¹⁾	$	90,000	$	92,500
Audit-Related Fees⁽²⁾	$	20,500	$	31,000
Tax Fees⁽³⁾	$	22,350	$	12,500
All Other Fees⁽⁴⁾		Nil		Nil
Total:	$	132,850	$	136,000

Notes:

(1) Fees billed by the Corporation’s auditor for audit services.

(2) Fees billed by the Corporation’s external auditor for assurance-related services that are not included in “audit fees”. Such fees consist primarily of quarterly reviews and work related to providing consents pursuant to financings.

(3) Fees for professional services rendered by the Corporation’s external auditor for tax compliance, tax advice and tax planning.

(4) Fees for products and services provided by the Corporation’s external auditor, other than services reported under the table headings “Audit Fees”, “Audit-Related Fees” or “Tax Fees”.

As part of its duties, the Audit Committee is required to pre-approve all non-audit services performed by the independent auditors in order to assure that the provision of such services does not impair the auditors’ independence. In considering the appointment of the auditor for non-audit services, the Audit Committee will consider the compatibility of the service with the auditor’s independence. The Audit Committee does not delegate to Management its responsibilities to pre-approve services performed by the independent auditors.

Environmental, Sustainability, Health and Safety Committee

The Environmental, Sustainability, Heath and Safety Committee is currently comprised of three directors, being Messrs. Haldane (Chair) and Robitaille, each of whom is considered to be independent, and Mr. Simpson, who is not considered to be independent. The purpose of the Environmental, Sustainability, Heath and Safety Committee is to monitor and review the health, safety, environmental and sustainable development policies, principles, practices and processes of the Corporation and monitor and review the regulatory issues related to health, safety, the environment and sustainable development. The Environmental, Sustainability, Heath and Safety Committee has the authority to engage independent counsel or other experts and conduct any investigation that it considers appropriate. It is responsible for amongst other things, reviewing and approving annual disclosure relating to the Corporation’s sustainability, health, safety and environment policies and activities, reviewing sustainability, environmental and health and safety reports and identifying the principal health, safety and environmental risks and impacts of the Corporation.

During the financial year ended December 31, 2019, the Environmental, Sustainability, Heath and Safety Committee met four times.

Assessment of Board Performance

Led by the independent Chair, the Board as a whole is expected to evaluate the effectiveness of the Board, its committees and individual directors on an annual basis. The Board has adopted a questionnaire that asks the directors to assess the effectiveness of the Board and its committees in respect of: structure and composition; roles and responsibilities; operations; effectiveness; committee meetings’ operations and effectiveness; and individual director performance. The Board evaluation process was designed to provide directors with an opportunity each year to examine how the Board is operating and to make suggestions for improvement. The Chair of the Corporate Governance and Nominating Committee is responsible for ensuring the questionnaire covers all necessary topics of discussion and for gathering the feedback from other directors or the Corporation.

Director Term Limits and Other Mechanisms of Board Renewal

The Corporation has not adopted term limits for the directors on the Board or other mechanisms of Board renewal at this time. Term limits are not considered necessary, as the Board believes it has adopted sufficient practices and mechanisms for renewal. In particular, the Board has appointed a Corporate Governance and Nominating Committee comprised solely of independent directors to provide a focus on governance that will enhance the Corporation’s performance; to assess and make recommendations regarding the Board’s effectiveness; and to establish and lead the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for directors. The Corporate Governance and Nominating Committee will complete annual reviews of the Board’s relationship with Management to ensure the Board is able to, and in fact does, function independently of Management. The Corporate Governance and Nominating Committee will also develop, and annually update and recommend to the Board for approval, a long term plan for Board composition that takes into consideration, among other matters, the current strengths, skills and experience represented by each director, as they affect Board dynamics as well as retirement dates. The Board believes that the perspective of longer service directors with industry experience is of benefit to the Board. In addition, Management believes that the experience and diversity of the current Board would be very difficult to replicate and that regular evaluation of Board skills and experience, rather than arbitrary term limits, will result in better Board performance.

Corporate Policies

Environmental & Sustainability, Health & Safety Policy

The Corporation is committed to meeting or surpassing regulatory requirements in all of its exploration and development activities while working to protect the environment both within and beyond the Corporation’s operational boundaries. In keeping with this commitment, Orla has adopted an Environmental, Sustainability and Health & Safety Policy. The Corporation will conduct all of its operations in a manner that ensures full compliance with its Environmental, Sustainability and Health & Safety Policy, applicable legislation and government requirements. The aim of this policy is to protect the surroundings in which the Corporation operates, to minimize and manage environmental risk and to enhance sustainable environmental practices. Orla will ensure that all of its activities are conducted in an environmentally safe and responsible manner and will ensure that its contractors adhere to the same high environmental standards. The full text of the Environment & Sustainability, Health & Safety Policy is available on the Corporation’s website at www.orlamining.com.

Corporate Social Responsibility Policy

The Corporation is committed to conducting its business in a responsible manner at all times. In keeping with this commitment, Orla has implemented a Corporate Social Responsibility Policy which sets out the guidelines by which the Corporation will (i) endeavour to respect the health and safety of its employees, (ii) protect the environment, (iii) respect the human rights of its employees and the residents in the communities in which the Corporation operates and (iv) contribute to the sustainable development of those communities.

Share Ownership Policy

The Corporation has adopted a Share Ownership Policy in order to align the interests of the officers and directors of the Corporation with those of the Corporation’s Shareholders by requiring such persons to own a significant number of Common Shares. Each of the non-executive directors is required to hold Common Shares having a value of at least three times the value of the annual base retainer. Each of the executive officers is required to hold Common Shares having a value of at least two times his or her base salary. The ownership guidelines will be deemed to be satisfied following the date on which the price paid by the director or officer for Common Shares or the fair market value of the Common Shares equals or exceeds the ownership threshold. Individuals are required to comply with this policy by the fifth anniversary of the date of the individual’s date of hire or appointment. The full text of the Share Ownership Policy is available on the Corporation’s website at www.orlamining.com.

Name	Number of Common Shares			Market Value of Common Shares⁽¹⁾		Share Ownership Requirement⁽²⁾			Requirement Met?
Officers
Jason Simpson President and Chief Executive Officer		427,359		$	906,001	$	900,000			Yes
Etienne Morin Chief Financial Officer		133,170		$	282,320	$	500,000			N/A	⁽³⁾
Non-Executive Directors
George Albino Director		401,000		$	850,120	$	75,000			Yes
Tim Haldane Director		103,500		$	219,420	$	75,000			Yes
Richard Hall Director		2,257,000		$	4,784,840	$	75,000			Yes
Charles Jeannes Director		2,231,100		$	4,729,932	$	150,000			Yes
Elizabeth McGregor Director		Nil			Nil	$	75,000			N/A	⁽³⁾
Jean Robitaille Director		1,796,450		$	3,808,474	$	75,000			Yes
David Stephens Director		Nil	⁽⁴⁾		Nil	$	75,000	⁽⁴⁾		N/A	⁽³⁾

Notes:

(1)

Calculated using $2.12, being the closing price of the Common Shares on the TSX on April 2, 2020.

(2)

Each of the non-executive directors is required to hold Common Shares having a value of at least three times the value of the annual base retainer. Each of the executive officers is required to hold Common Shares having a value of at least two times his or her base salary.

(3)

Mr. Simpson, Mr. Morin and Mr. Stephens joined the Corporation in 2018 and Ms. McGregor was appointed as a director of the Corporation in 2019 and accordingly each have five years from their respective dates of hire/appointment to satisfy the requirement.

Majority Voting Policy

The Corporation has adopted a Majority Voting Policy prepared in accordance with TSX majority voting requirements with respect to the annual election of directors. The full text of the Majority Voting Policy is available on the Corporation’s website at www.orlamining.com. See “Particulars of Matters to be Acted Upon – Election of Directors” for a summary of the Majority Voting Policy.

Corporate Disclosure Policy

The Corporation has adopted a Corporate Disclosure Policy to outline the required process for the timely disclosure of all material information relating to the Corporation’s business, including both written and verbal disclosure, and to provide guidance and assistance to the Board, officers and employees in complying with their obligations under the provisions of securities laws and stock exchange rules to preserve the confidentiality of the Corporation’s non-public material information. The full text of the Corporate Disclosure Policy is available on the Corporation’s website at www.orlamining.com.

Insider Trading Policy

The Corporation has adopted an Insider Trading Policy. Canadian securities laws and regulations prohibit “insider trading” and impose restrictions on trading securities while in possession of material undisclosed information. The rules and procedures detailed in the Corporation’s Insider Trading Policy have been implemented in order to prevent improper trading of the Corporation’s securities or of companies with which the Corporation may have a business relationship. The full text of the Insider Trading Policy is available on the Corporation’s website at www.orlamining.com.

For a summary of the Corporation’s Whistleblower Policy see “Corporate Governance – Ethical Business Conduct” above.

Clawback Policy

The Corporation has adopted a Clawback Policy in order to maintain a culture of focused, diligent and responsible management which discourages conduct detrimental to the growth of the Corporation and to ensure that incentive-based compensation paid by the Corporation is based upon accurate financial data. The Clawback Policy applies in the event of a material restatement of the Corporation’s financial results as a result of material non-compliance with financial reporting requirements. The full text of the Clawback Policy is available on the Corporation’s website at www.orlamining.com.

Anti-Hedging Policy

The Corporation has adopted a formal Anti-Hedging Policy, the objective of which is to prohibit those subject to it from directly or indirectly engaging in hedging against future declines in the market value of any securities of the Corporation through the purchase of financial instruments designed to offset such risk. The Board believes that it is inappropriate for directors, officers or employees of the Corporation or its respective subsidiary entities or, to the extent practicable, any other person (or their associates) in a special relationship with the Corporation, to hedge or monetize transactions to lock in the value of holdings in the securities of the Corporation. Such transactions, while allowing the holder to own the Corporation’s securities without the full risks and rewards of ownership, potentially separate the holder’s interests from those of other stakeholders and, particularly in the case of equity securities, from the public shareholders of the Corporation. The full text of the Anti-Hedging Policy is available on the Corporation’s website at www.orlamining.com.

Diversity Policy

The Corporation is committed to creating and maintaining a culture of workplace diversity. In keeping with this commitment, the Corporation has established a Diversity Policy. “Diversity” is any dimension which can be used to differentiate groups and people from one another and it means the respect for and appreciation of the differences in gender, age, ethnic origin, religion, education, sexual orientation, political belief or disability, amongst other things. The Corporation recognizes the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. The Corporation respects and values the perspectives, experiences, cultures and differences that employees possess. The full text of the Diversity Policy is available on the Corporation’s website at www.orlamining.com.

In accordance with the Diversity Policy, the Corporate Governance and Nominating Committee will strive for inclusion of diverse groups, knowledge and viewpoints on the Board and in executive officer positions. In conjunction with its consideration of the qualifications and experience of potential directors and executive officers, as well as the skills, expertise, experience and independence which the Board requires to be effective, the Corporate Governance and Nominating Committee will consider the level of diversity (including the representation of (i) women, (ii) Indigenous peoples, (iii) persons with disabilities or (iv) members of visible minorities (collectively, “members of designated groups”)) on the Board when identifying and nominating candidates for election or re-election to the Board, and will consider the level of diversity (including the representation of members of designated groups) in executive officer positions when the Board makes executive officer appointments. The Corporate Governance and Nominating Committee will be responsible for recommending qualified persons for Board nominations and in doing so, it will consider the benefits of all aspects of diversity on the Board and develop recruitment protocols that seek to include diverse candidates, including proactively searching for diverse candidates in the recruitment process.

Policies Regarding the Representation of Members of Designated Groups on the Board

As noted above, the Corporation has established a Diversity Policy, which sets out guidelines by which the Corporation will endeavour to promote, foster and support diversity, such as gender diversity, throughout the Corporation, including at the Board level, and applies to executive and non-executive directors, full-time, part-time and casual employees, contractors, consultants and advisors of Orla. Along with the adoption of the Diversity Policy, the Board also adopted guidelines by which the Corporate Governance and Nominating Committee is to consider the diversity of the Board in its recommendations to the Board of nominees for election to the Board and long term plan for Board composition. The Board will proactively monitor Company performance in meeting the standards outlined in the Diversity Policy. This will include an annual review of any diversity initiatives established by Management and the Board, and progress in achieving them. All directors and senior executive officers are required to acknowledge that they have read the Diversity Policy annually.

Consideration of the Representation of Members of Designated Groups in the Director Identification and Selection Process

Pursuant to the Diversity Policy, the Board will consider diversity, such as members of designated groups, in the selection criteria of new Board members. The Corporate Governance and Nominating Committee will follow its charter and consider the diversity of the Board in its recommendations to the Board of nominees for election to the Board and long term plan for Board composition. The Corporate Governance and Nominating Committee will also consider the following with respect to recommending nominees for election to the Board:

competencies and skills each nominee will bring to the Board;

past business experience;

integrity;

industry knowledge;

ability to contribute to the success of the Corporation;

past experience of directors or Management with potential candidates;

expected contribution to achieving an overall Board which can function as a high performance team with sound judgment and proven leadership;

whether the nominee can devote sufficient time and resources to his or her duties as a Board member; and

any other factors as may be considered appropriate.

Consideration Given to the Representation of Members of Designated Groups in Executive Officer Appointments

Pursuant to the Diversity Policy, the Board will consider diversity, such as members of designated groups, in the selection criteria of new senior executive officer appointments. Management is responsible for recruiting and fostering a diverse and inclusive culture. Management will promote a work environment that values and utilizes the contributions of women and men and of members of designated groups equally, with a variety of backgrounds, experiences and perspectives through awareness of the benefits of workforce diversity and successful management of diversity.

Targets and Number of Members of Designated Groups on the Board and in Executive Officer Positions

The Corporation has not established targets regarding the representation of members of designated groups on the Board or executive officer positions at this time. The Corporation believes that specific targets would be arbitrary and continues to favour recruitment and promotion based on abilities and contributions in accordance with the Diversity Policy.

There is currently one woman on the Board (13%) and no women in executive officer positions at the Corporation. There is one director on the Board (13%) who is a member of the Indigenous peoples.

Statement of Executive Compensation

Executive Compensation Discussion and Analysis

In accordance with the requirements of applicable securities legislation in Canada, the following executive compensation disclosure is provided in respect of each person who served as the Corporation’s Chief Executive Officer or Chief Financial Officer during the financial year ended December 31, 2019 and each of the three other most highly compensated executive officers of the Corporation for the financial year ended December 31, 2019, whose annual aggregate compensation exceeded $150,000 (collectively, the “Named Executive Officers”).

The Named Executive Officers for the financial year ended December 31, 2019 were:

· Jason Simpson, President and Chief Executive Officer;

· Etienne Morin, Chief Financial Officer; and

· Hans Smit, Former Chief Operating Officer.

During the financial year ended December 31, 2019, there were no other executive officers or individuals acting in a similar capacity for the Corporation whose compensation was, individually, more than $150,000.

The Compensation Discussion and Analysis section of this Circular sets out the Corporation’s objectives and philosophy regarding executive compensation and the application of this philosophy to the Corporation’s executive compensation arrangements. It also provides an analysis of the Corporation’s compensation design, and the decisions the Compensation Committee made in the financial year ended December 31, 2019, with respect to the Named Executive Officers.

Compensation Governance

When determining the compensation arrangements for the Named Executive Officers, the Compensation Committee considers the following objectives:

retaining an executive critical to the success of the Corporation and the enhancement of Shareholder value;

providing fair and competitive compensation;

balancing the interests of Management and Shareholders;

rewarding performance, both on an individual basis and with respect to the business in general; and

ensuring recognition of the fact that the Corporation carries on business with a small number of executive officers relative to other public companies of similar size.

For the financial year ended December 31, 2019, the Board and the Compensation Committee considered many factors when considering, reviewing and making recommendations for compensation arrangements for the Named Executive Officers. In determining the compensation level for each executive, the Compensation Committee looked at a variety of factors such as certain corporate and individual objectives, the relative complexity of the executive’s role within the organization, the executive’s performance and potential for future advancement, as well as the compensation paid by a group of comparable companies, as further discussed under “Benchmarking” below.

The Compensation Committee

The Compensation Committee is comprised of three independent directors, being Messrs. Hall (Chair), Jeannes and Robitaille. During the year ended December 31, 2019, the Compensation Committee held three committee meetings on an as needed basis. The primary goal of these meetings as they related to compensation matters was to ensure that the compensation provided to the Named Executive Officers was determined with regard to the Corporation’s business strategies and objectives, such that the financial interest of the executive officers were aligned with the financial interest of Shareholders, and to ensure that their compensation was fair and reasonable and sufficient to attract and retain qualified and experienced executives. The Compensation Committee has adopted a written mandate that governs its practices. See “Role of the Compensation Committee and the Board” below and “Statement of Corporate Governance – Corporate Governance – Compensation Committee”.

The Board looks to the past experience of each director in determining the composition of the Compensation Committee and strives to include a range of skills and experiences when making appointments to ensure the Compensation Committee is comprised of directors that act independently and think analytically about the Corporation’s compensation practices. As a whole, each of the members of the Compensation Committee have direct experience and skills relevant to their responsibilities in executive compensation, including with respect to enabling such directors in making informed decisions on the suitability of the Corporation’s compensation policies and practices. Each of these directors have experience on the board of directors and related committees of other public companies, as described under “Particulars of Matters to be Acted Upon at the Meeting – Election of Directors.”

Recommendations of Management

For the financial year ended December 31, 2019, the Compensation Committee consulted with the Chief Executive Officer, the Chief Financial Officer and the Former Chief Operating Officer regarding the Corporation’s annual business goals, objectives and achievements. In addition, the Compensation Committee consulted with the Chief Executive Officer, the Chief Financial Officer and the Former Chief Operating Officer regarding executive officer target short-term incentive awards and actual payouts, and long-term incentive grants, which the Compensation Committee then considered and recommended to the Board, as appropriate. Neither the Chief Executive Officer, the Chief Financial Officer nor the Former Chief Operating Officer made any recommendations with respect to his own compensation package, which was determined by the Compensation Committee directly for recommendation to the Board.

The Compensation Committee can exercise its discretion in modifying any of the consultations with or recommendations from the Chief Executive Officer prior to making its recommendations to the Board.

Role of the Compensation Committee and the Board

The Compensation Committee assists the Board in monitoring the Corporation’s guidelines and practices with respect to compensation and benefits and ensures that the Corporation’s compensation program is competitive and fair. With respect to compensation, the Compensation Committee’s responsibilities include, among other things:

reviewing and submitting to the Board recommendations concerning executive compensation and compensation plan matters;

providing periodic reports to the Board on compensation matters that review and assess the design and competitiveness of the Corporation’s compensation and benefits programs generally, while considering the implications of any risks associated with the Corporation’s compensation policies and practices; and

reviewing and making recommendations, in consultation with the Chair of the Board and the Chief Executive Officer, to the Board with respect to implementing or varying share option, share purchase, compensation and other incentive plans.

In addition, the Compensation Committee reviews and recommends compensation policies and processes, and any new incentive compensation and equity compensation plans or changes to such plans. The Board makes final decisions on overall executive compensation after receiving advice and recommendations from the Compensation Committee.

For the financial year ended December 31, 2019, the Compensation Committee considered consultations with the Chief Executive Officer, the Chief Financial Officer, and considered and made recommendations to the Board for all executive compensation matters for 2019. The Board considered and granted final approval for executive compensation decisions, with decisions regarding the Chief Executive Officer being made by the non-executive directors of the Board (being all Board members other than the Chief Executive Officer).

Independent Compensation Consultant

In the financial years ended December 31, 2019 and 2018, neither the Board nor the Compensation Committee retained a compensation consultant or advisor to assist the Board, the Compensation Committee in determining the compensation for any of the Corporation’s executive officers’ or directors’ compensation.

Benchmarking

For compensation relating to the financial year ended December 31, 2019, the Compensation Committee has selected a peer group for assessing compensation practices, which group has been approved by the Board. The selection of companies that make up the comparable group are intended to reflect a group of companies with which the Corporation competes for executive officers. The group was selected by identifying entities (i) with market capitalization ranging between $125 million and $1.1 billion, (ii) that are listed on the TSX or the TSX Venture Exchange, and (iii) with projects at a similar stage of development as the Corporation and in similar geographies. The 2019 comparator group includes:

Continental Gold Inc.	Pure Gold Mining Inc.
Atlantic Gold Corporation	Sabina Gold & Silver Corp.
Victoria Gold Corp.	Nevada Copper Corp.
Premier Gold Mines Ltd.	Corvus Gold Inc.
Harte Gold Corp.

The Compensation Committee reviewed market data for the peer group to determine to confirm the appropriate level of base salaries, bonuses, long-term incentive plan (“LTIP”) and total compensation for the Named Executive Officers. However, the Corporation did not engage in formal benchmarking and the Corporation did not position executive pay to reflect a single percentile within the peer group for each executive. While these general market comparisons represent useful guidelines, discretion may be used in setting individual executive pay so that it appropriately reflects the value and contributions of each executive, as well as the executive’s leadership, commitment to the Corporation’s values and potential for advancement.

Risks Associated with the Corporation’s Compensation Policies and Practices

The Compensation Committee and the Board have not formally assessed the implications of the risks associated with the Corporation’s compensation policies and practices. However, the Corporation does not believe that its compensation program for the financial year ended December 31, 2019 encouraged excessive or inappropriate risk taking as the Corporation’s employees received both fixed (salary) and variable compensation (discretionary bonus, RSUs and options) designed to balance the level of risk-taking while focusing on generating long-term value.

Policy on Purchase of Financial Instruments

The Board has adopted a policy that prohibits the purchase by Named Executive Officers or directors of financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. See “Statement of Corporate Governance – Corporate Policies – Anti-Hedging Policy”.

Elements of Named Executive Officer Compensation

The compensation paid to the Named Executive Officers in any year may consist of three primary components:

Element of Compensation	Purpose of Element
Base Salary	Base salaries are fixed and therefore provide a level of certainty for Named Executive Officers. They are also used to ensure the Corporation’s compensation programs remain competitive in the industry and to determine other compensation elements and benefits.
Short-term Incentive	The objective of the short-term incentive plan is to reward Named Executive Officers for the achievement of annual corporate and individual goals.
Long-term Incentive	The purpose of the Corporation’s LTIP is to attract, retain and award Named Executive Officers who are expected to significantly contribute to the success of the Corporation, incentivize them to perform at a high level and reward the achievement of creating long-term shareholder value.

The Corporation believes that making a significant portion of the Named Executive Officers’ compensation both variable and long-term supports the Corporation’s executive compensation philosophy, as these forms of compensation primarily depend on performance. At the same time, the Corporation emphasizes equity-based compensation to allow those most accountable for the Corporation’s long-term success to acquire and hold Common Shares. The key features of the three primary components of compensation are described below.

Base Salary

Base salary recognizes the value of an individual to the Corporation based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which the Corporation competes for talent. Base salaries for the Named Executive Officers are reviewed annually. Any change in base salary of a Named Executive Officer will generally be determined by an assessment of such executive’s performance, a consideration of competitive compensation levels in companies similar to the Corporation (in particular, the peer group members described above) and a review of the performance of the Corporation as a whole and the role the executive officer played in such corporate performance.

Base salaries for the financial year ended December 31, 2019 were as follows:

Name and Position	Annual Base Salary
Jason Simpson, President and Chief Executive Officer	$	450,000
Etienne Morin, Chief Financial Officer	$	250,000
Hans Smit, Former Chief Operating Officer	$	250,000	⁽¹⁾

Notes:

(1)	Hans Smit served as Chief Operating Officer until December 31, 2019.

On March 19, 2020, the Board approved an increase in the annual base salary of both the Chief Executive Officer and the Chief Financial Officer to $463,500 and $270,000 respectively for the financial year ending December 31, 2020.

Short-term Incentive Plan

Pursuant to the respective executive employment agreements, each of Mr. Simpson and Mr. Morin is entitled to a target short-term incentive as a percentage of base salary as set out in the table below. Mr. Smit was similarly entitled to a target short-term incentive as a percentage of base salary during his term of employment.

For the financial year ended December 31, 2019, short-term incentive awards were determined and awarded based on an assessment by the Compensation Committee of certain corporate and personal achievements. Each component may then have one or more objective and subjective goals with different weighting and measures.

The following is the short-term incentive award target as a percentage of base salary and the split between the corporate and personal components:

Position	Targeted Short-Term Incentive (% of Base Salary)			Corporate Objectives			Individual Performance
Chief Executive Officer		100	%		60	%		40	%
Chief Operating Officer		50	%		50	%		50	%
Chief Financial Officer		50	%		60	%		40	%

For the financial year ended December 31, 2019, the following corporate objectives were developed by the Chair of the Compensation Committee based on discussions with each of the executive officers. These corporate objectives were adopted and recommended by the Compensation Committee and approved by the Board:

2019 Corporate Objectives	Weight			Score
Relative Share Price Performance vs Peer Group		10	%		10	%
Completion of the Feasibility Study on Camino Rojo by mid-year		20	%		20	%
Secure lay-back agreement on neighboring property		20	%		16	%
Complete financing for Construction of Camino Rojo by year end		20	%		20	%
Obtain Concession renewals at Cerro Quema by year end		20	%		16	%
Health & Safety; Environment; Community Affairs		10	%		10	%
Lost Time Injury Rate <2.0 per 1,000,000 hours worked; no fatality
No category 3, 4 or 5 (serious through catastrophic) incidents as defined by EPA
Develop an effective and sustainable community program
Total		100	%		92	%

Performance against the corporate objectives was assessed by the Compensation Committee at the end of the 2019 financial year based on its review of the achievement of the objective and subjective criteria noted above. It was determined that management had either executed on or substantially advanced successfully each of the corporate objectives during the course of the year. Some of the objectives relied on certain components that were out of management control and it was determined that management had successfully taken the necessary steps to achieve these objectives.

Together with the Chair of the Compensation Committee, each executive also developed personal component objectives for 2019 that reflected strategic annual operational advancements, financial system implementation and improvements, development of internal teams and overall focus of leadership and communication of the executive team. For each executive, share price performance relative to the peer group was also assessed. The personal objectives were adopted and recommended by the Compensation Committee and approved by the Board.

Achievement of the personal objectives was based on an assessment by the Compensation Committee at the end of the 2019 financial year, including through consultations with Management on an as-needed basis. It was determined that most, but not all, of the personal objectives had been met and the Board weighted each objective according to its rate of success to determine the awards.

On the recommendation of the Compensation Committee, as approved by the Board, short-term incentives awarded for the financial year ended December 31, 2019 were determined and awarded as follows:

Name and Position	Targeted Award (% of Base Salary)			Overall Weighted Score			Award		Actual Award (% of Base Salary)
Jason Simpson, President and Chief Executive Officer		100	%		85	%	$	401,400		89.2	%
Etienne Morin, Chief Financial Officer		50	%		100	%	$	119,000		47.6	%
Hans Smit, Former Chief Operating Officer		50	%		96	%	$	117,500		47.0	%

Long-term Incentive Plan

The Corporation’s LTIP is an element of compensation that allows the Corporation to incentivize and retain its Named Executive Officers for their sustained contributions to the Corporation. These awards reward performance and continued employment by a Named Executive Officer, with associated benefits to Orla of attracting, motivating and retaining employees. The Corporation believes that a LTIP provides Named Executive Officers with a strong link to long-term corporate performance and the creation of shareholder value and the LTIP bonus payment is at the discretion of the Board. The LTIP aligns the interests of the Named Executive Officers with those of Shareholders by linking a significant portion of the executive’s total pay opportunity to share price performance, therefore providing long-term accountability.

The Compensation Committee adopted a target LTIP grant based on a percentage of base salary for each executive, and allocated among stock options and RSUs (as defined below) as follows:

Position	Targeted LTIP (% of Base Salary)			Stock Options			RSUs
Chief Executive Officer		150	%		40	%		60	%
Chief Operating Officer		100	%		40	%		60	%
Chief Financial Officer		100	%		40	%		60	%

On the recommendation of the Compensation Committee, as approved by the Board, stock option and RSU grants for the financial year ended December 31, 2019 were determined and awarded as follows:

Name and Position	Stock Options Awarded		Value of Stock Options Awarded ⁽¹⁾		RSUs Awarded ⁽²⁾		Value of RSUs Awarded ⁽²⁾
Jason Simpson President and Chief Executive Officer		573,248	$	270,000		382,075	$	405,000
Etienne Morin Chief Financial Officer		212,314	$	100,000		141,509	$	150,000
Hans Smit Former Chief Operating Officer		212,314	$	100,000		141,509	$	150,000

Notes:

(1)

The grant date fair value of stock options is calculated using the Black-Scholes methodology. These options are exercisable at a price of $1.06 until March 29, 2024. The key assumptions used under the Black-Scholes model that were used for the share option awards in the table above were: risk-free interest rate – 1.45%; expected life – 5 years; expected annualized volatility – 50%; expected dividend rate – nil. The Corporation chose to use the Black-Scholes model as the basis for calculating fair value of the options granted as this methodology is commonly accepted by issuers. The values presented are consistent with the accounting values used in the Corporation’s audited financial statements.

(2)

The RSU’s awarded reflect the annual grant in 2019. The values were calculated using the market value at grant date being $1.06, consistent with the approach used in the Corporation’s audited financial statements.

10% Rolling Stock Option Plan

The Corporation’s existing 10% rolling stock option plan (the “Stock Option Plan”) was implemented to provide effective incentives to senior officers, directors, employees (including management company employees) or consultants of the Corporation or its subsidiaries (the “Eligible Persons”) and to enable the Corporation to attract, retain and motivate experienced and qualified individuals in those positions by providing such individuals with the opportunity to acquire, through Common Share options, an increased proprietary interest in the Corporation. As at April 2, 2020, there were 10,860,774 options outstanding under the Stock Option Plan, representing 5.8% of the outstanding Common Shares and 5,729,150 options remain available for grant (after taking into account the outstanding RSUs and DSUs (as defined below)), representing 3.1% of the outstanding Common Shares.

The total number of options which may be granted to any one person under the Stock Option Plan within any 12 month period, together with all other security based compensation arrangements of the Corporation (which, for the purposes of this section excludes the 500,000 Common Shares issuable to the Corporation’s Chairperson as “bonus shares” and the 1,000,000 Common Shares issuable to the Corporation’s Chief Executive Officer as “bonus shares”), shall not exceed 5% of the issued and outstanding Common Shares. In addition, the maximum number of Common Shares which may be reserved for issuance under options granted to insiders (as a group) under the Stock Option Plan, together with any other of the Corporation’s previously established and outstanding stock option plans or grants, shall be 10% of the Common Shares. Accordingly, a maximum of 5,729,150 options remain available for grant to insiders (representing 3.1% of the outstanding Common Shares).

The following table sets out the burn rate of stock options for the three most recently completed financial years:

Year	Stock Options Granted		Weighted Average Number of Common Shares Outstanding		Burn Rate⁽¹⁾
2019		2,199,322		182,619,000		1.2	%
2018		3,841,505		176,748,000		2.2	%
2017		4,365,000		131,550,000		3.3	%

Notes:

(1)

The “burn rate” is defined as the number of stock options granted in a fiscal year divided by the weighted average number of Common Shares outstanding in that year. The weighted average number of Common Shares outstanding is the number of Common Shares outstanding at the beginning of the period, adjusted by the number of Common Shares bought back or issued during the period multiplied by a time-weighting factor. Time-weighting factor is the number of days that the Common Shares are outstanding as a proportion of the total number of days in the period.

For a description of the material terms of the Stock Option Plan, see Schedule “B”.

Restricted Share Unit Plan

The Corporation’s existing RSU Plan was implemented to provide for a wide range of incentive plans to attract, retain and encourage eligible employees, directors and consultants of the Corporation due to the opportunity offered to them to acquire a proprietary interest in the Corporation and to secure for the Corporation and Shareholders the benefits inherent in the ownership of Common Shares by such persons. The aggregate maximum number of Common Shares available for issuance under the RSU Plan shall not exceed 3,000,000 Common Shares (being 1.6% of the outstanding Common Shares). As at April 2, 2020, there are 1,052,205 RSUs outstanding under the RSU Plan, representing 0.6% of the outstanding Common Shares, and 1,461,914 RSUs remain available for grant, representing 0.8% of the outstanding Common Shares.

The maximum number of RSUs available for grant to any one person, in a 12 month period, pursuant to the RSU Plan and any other security based compensation arrangements of the Corporation (which, for the purposes of this section excludes the 500,000 Common Shares issuable to the Corporation’s Chairperson as “bonus shares” and the 1,000,000 Common Shares issuable to the Corporation’s Chief Executive Officer as “bonus shares”), is 5% of the total number of Common Shares. In addition, the maximum number of Common Shares which may be issuable at any time to insiders (as a group) pursuant to the RSU Plan, or together with any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. The maximum value of RSUs which may be granted to each director who is not also an eligible employee, together with all other security based compensation arrangements, shall not exceed $150,000 (based on the closing trading price of the Common Shares on the grant date of an RSU in any financial year). Accordingly, a maximum of 1,461,914 RSUs remain available for grant to insiders (representing 0.8% of the outstanding Common Shares). The following table sets out the burn rate of RSUs since adoption of the RSU Plan:

Year	RSUs Granted		Weighted Average Number of Common Shares Outstanding		Burn Rate
2019		849,639		182,619,000		0.5	%
2018		368,000		176,748,000		0.2	%
2017		N/A		N/A		N/A

For a description of the material terms of the RSU Plan, see Schedule “B”.

Benefit Plans

As of January 1, 2019, the Corporation provides a group benefit plan to the employees of the Corporation in which the Named Executive Officers participate. The terms of the group benefit plan are customary. The Corporation does not provide any post-retirement benefits to any of the Named Executive Officers or employees of the Corporation.

Pension Plans

The Named Executive Officers do not participate in any defined benefit pension plan, defined contribution plan or deferred compensation plan.

Performance Graph

The following table and graph compares the cumulative total Shareholder return for $100 invested in Common Shares of the Corporation from June 30, 2015, the date of the Corporation’s name change and new Board, to December 31, 2019 against the cumulative shareholder return of each of the S&P/TSX Composite Index and the S&P/TSX Composite Gold Index for the same period.

	June 2015		December 2015		December 2016		December 2017		December 2018		December 2019
Orla Mining Ltd.		100.00		87.50		781.25		1,112.50		656.25		1,250.00
S&P/TSX Composite Index		100.00		90.86		110.01		120.02		109.35		132.06
S&P/TSX Global Gold Index		100.00		87.01		128.55		125.98		117.94		170.70

On June 10, 2015, at the annual and special shareholders meeting, the shareholders of the Corporation approved the name change from Red Mile Minerals Corp. to “Orla Mining Ltd.” and unanimously voted in favor of the proposed Director nominees. This name change and election of the Board of Directors marked the start of the Corporation as it exists today. Since that time, the Corporation has undergone two significant acquisitions, being (i) the acquisition of Pershimco Resources Inc. and the Cerro Quema project Los Santos Province, Panama in December 2016, and (ii) the acquisition of the Camino Rojo project in Zacatecas State, Mexico in November 2017. During 2018, the Corporation achieved a number of additional milestones, including entering into agreements to acquire certain interests in Nevada, completion of a $30 million bought deal offering, the appointments of Jason Simpson as Chief Executive Officer and Etienne Morin as Chief Financial Officer, and the results of a position preliminary economic assessment on the Camino Rojo project. In addition, on November 1, 2018, the Common Shares commenced trading on the TSX and were delisted from trading on the TSX Venture Exchange. In June 2019, Orla released the results of a feasibility study on its Camino Rojo gold project. In December 2019, Orla entered into a project finance facility with Trinity Capital Partners Corporation and a syndicate of lenders for US$125 million. Concurrent to the announcement of the facility, Orla received the Change of Land Use permit, one of the two key permits for the construction of the Camino Rojo project.

During the periods indicated, the total return to shareholders has generally outperformed both the S&P/TSX Composite Index and the S&P/TSX Global Gold Index. Over the same period, Orla saw a significant increase in the scope and complexity of its operations as it completed the various acquisitions and transitioned to a more advanced development company. Consequently, aggregate total compensation awarded to the current Named Executive Officers has increased significantly since 2015. The Compensation Committee considers that the increase in compensation over the period is appropriate given the increase in scope and complexity of the Corporation’s operations and the achievements made during this time.

The Compensation Committee remains committed to ensuring that its executive compensation program is aligned with Shareholder values and rewards performance. Equity-based compensation represents a significant portion of each Named Executive Officer’s total compensation, and is considered to be performance-based, at-risk compensation. Accordingly, its value will naturally fluctuate along with any fluctuations in the market performance of the Common Shares.

The Compensation Committee believes that the Corporation’s short- and long-term programs continue to align executive pay with the performance objectives required to create and maintain Shareholder value.

Summary Compensation Table

The following table summarizes the compensation paid to or earned by the Named Executive Officers during the financial years ended December 31, 2019, 2018, and 2017.

										Non-Equity Incentive Plan Compensation ⁽⁴⁾
Name and Principal Position of Named Executive Officer	Year ⁽¹⁾		Salary ($)		Share-based awards ⁽²⁾ ($)			Option-based awards ⁽³⁾ ($)		Annual Incentive Plans ($)	Long-Term Incentive Plans ($)	Pension Value ($)	All Other Compensation ($)			Total Compensation ($)
Jason Simpson	2019	$	450,000	$	405,000		$	270,000	$	401,400	Nil	Nil	Nil		$	1,526,400
President and Chief Executive Officer ⁽⁵⁾	2018	$	61,250	$	537,000	⁽⁶⁾	$	595,300	$	56,250	Nil	Nil	Nil		$	1,249,800
	2017		Nil		Nil			Nil		Nil	Nil	Nil	Nil			Nil
Etienne Morin	2019	$	250,000	$	150,000		$	100,000	$	119,000	Nil	Nil	Nil		$	619,000
Chief Financial Officer ⁽⁷⁾	2018	$	150,000	$	135,000		$	429,937	$	110,700	Nil	Nil	Nil		$	825,637
	2017		Nil		Nil			Nil		Nil	Nil	Nil	Nil			Nil
Hans Smit	2019	$	250,000	$	150,000		$	100,000	$	117,500	Nil	Nil	375,000	⁽⁹⁾	$	617,500
Former Chief Operating Officer ⁽⁸⁾	2018	$	250,000	$	150,000		$	99,841	$	125,000	Nil	Nil	Nil		$	624,841
	2017	$	250,000		Nil		$	366,327	$	125,000	Nil	Nil	Nil		$	741,327

Notes:

(1)

Financial years ended December 31.

(2)

Reflects value of RSUs granted and in the case of Mr. Simpson for 2018 compensation, also includes the value of the CEO Bonus Shares, as detailed in footnote 6 below.

(3)

The fair value of stock options was estimated on the date of grant using the Black-Scholes pricing model. The assumptions used for the grants in 2019 are presented on page 42.

(4)

The figures presented are for amounts earned in respect of the year, paid in the subsequent year.

(5)

Mr. Simpson was appointed President and Chief Executive Officer of the Corporation on November 12, 2018. Mr. Simpson is also a director of the Corporation and does not receive any additional compensation for that role.

(6)

The Board approved a one-time award of 1,000,000 Common Shares (the “CEO Bonus Shares”) on November 12, 2018 to Mr. Simpson in consideration for Mr. Simpson acting as President and Chief Executive Officer and director of the Corporation. The CEO Bonus Shares have staged vesting restrictions based upon the Corporation’s achievement of certain 30-day volume weighted average trading price levels on the TSX, at which times a specified portion of the CEO Bonus Shares will become issuable to Mr. Simpson, unless the CEO Bonus Shares sooner vest upon a change of control as defined in the award agreement. These CEO Bonus shares have a grant date fair value estimated at $537,000 which value is consistent with the approach used in the Corporation’s audited financial statements.

(7)

Mr. Morin was appointed Chief Financial Officer of the Corporation on April 30, 2018.

(8)

Mr. Smit served as Chief Operating Officer of the Corporation from June 10, 2015 to December 31, 2019. Mr. Smit was also a director of the Corporation and did not receive any additional compensation for that role.

(9)

Amounts paid to Mr. Smit pursuant to his separation agreement.

Named Executive Officers – Outstanding Option-Based Awards

The table below reflects the incentive plan awards outstanding as at December 31, 2019.

	Option-Based Awards						Share-Based Awards
Name and Principal Occupation	Number of Securities Underlying Unexercised Options ⁽¹⁾ (#)		Option Exercise Price ($)	Option Expiry Date		Value of Unexercised In- the-Money Options ⁽²⁾ ($)	Number of Shares or Units That Have Not Vested (#)		Market or Payout Value of Share- Based Awards That Have Not Vested ($)		Market or Payout Value of Vested Share-Based Awards not Paid Out or Distributed ($)	Number of Unvested RSUs ⁽³⁾ (#)	Market Value of Unvested RSUs ⁽⁵⁾ ($)
Jason Simpson	1,000,000	$	1.30	Nov 13, 2023	$	700,000	1,000,000	⁽⁴⁾	2,000,000	⁽⁵⁾	Nil	382,075	764,150
President and Chief Executive Officer	573,248	$	1.06	Mar 29, 2024	$	538,853
Etienne Morin	600,000	$	1.25	May 31, 2023	$	450,000	Nil		N/A		N/A	213,509	427,018
Chief Financial Officer	159,292	$	1.25	Jun 27, 2023	$	119,469
	212,314	$	1.06	Mar 29, 2024	$	199,575
Hans Smit	225,000	$	0.15	Nov 27, 2020	$	416,250	Nil		N/A		N/A	221,509	443,018
Former Chief Operating Officer	600,000	$	1.39	Jun 23, 2022	$	366,000
	176,991	$	1.25	Jun 27, 2023	$	132,743
	212,314	$	1.06	Mar 29, 2024	$	199,575

Notes:

(1)

Each option entitles the holder to purchase one Common Share.

(2)

Calculated using the closing market price of the Common Shares on the TSX on December 31, 2019 of $2.00 and subtracting the exercise price of in-the-money stock options. These stock options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the Common Shares on the date of exercise.

(3)

These RSUs vest as to one third each on the first, second, and third anniversary dates of award.

(4)

The Board approved a one-time award of 1,000,000 CEO Bonus Shares on November 12, 2018 to Mr. Simpson in consideration for Mr. Simpson acting as President and Chief Executive Officer and director of the Corporation. The CEO Bonus Shares have staged vesting restrictions in four traches of 250,000 each based upon the Corporation’s achievement of certain 30-day volume weighted average trading price levels on the TSX, at which times a specified portion of the CEO Bonus Shares will become issuable to Mr. Simpson, unless the CEO Bonus Shares sooner vest upon a change of control as defined in the award agreement.

(5)

Calculated using the closing market price of the Common Shares on the TSX on December 31, 2019 of $2.00.

Named Executive Officers – Incentive Award Plan – Value Vested or Earned During the Year

The following table provides information concerning the value vested or earned under incentive award plans of the Corporation with respect to each Named Executive Officer during the financial year ended December 31, 2019.

Name and Principal Position of Named Executive Officer	Option-Based Awards – Value Vested During the Year ⁽¹⁾ ($)		Share-Based Awards – Value Vested During the Year ⁽²⁾ ($)		Non-Equity Incentive Plan Compensation - Value Earned During the Year ⁽³⁾ ($)
Jason Simpson President and Chief Executive Officer	$	50,000		Nil	$	401,400
Etienne Morin Chief Financial Officer		Nil	$	38,520	$	119,000
Hans Smit Former Chief Operating Officer		Nil	$	42,800	$	117,500

Notes:

(1)

“Value vested during the year” means the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date. This amount is calculated using the closing market prices of the Common Shares on the TSX on the dates on which stock options vested during the year, and subtracting the exercise price of in-the-money stock options.

(2)

“Value vested during the year” means the aggregate dollar value of the Common Shares that are issued on the vesting of the RSUs. This amount is calculated using the closing market price of the Common Shares on the dates on which the restricted periods of the RSUs expired during the year ended December 31, 2019.

(3)

Reflects the annual bonus paid to each Named Executive Officer. These amounts were paid in 2020 in respect of 2019 performance.

Termination and Change of Control Benefits

Jason Simpson, President and Chief Executive Officer

The employment agreement dated October 14, 2018, between the Corporation and Mr. Simpson provides that if the Corporation terminates Mr. Simpson’s employment without cause or in the event Mr. Simpson terminates for good reason (as defined in the employment agreement), Mr. Simpson will be entitled to an amount equal to 12 months of his base salary plus a lump sum payment equal to the bonus he would have earned through that 12 month period based on the average annual bonus in the three years immediately preceding termination. In addition, any unvested stock options shall immediately vest upon notification of termination. If there is a change of control (as defined in the employment agreement), and within 12 months of such change of control, there is a termination by the Corporation without cause or termination by Mr. Simpson for good reason, Mr. Simpson will be entitled to an amount equal to 24 months of his base salary plus a lump sum payment equal to the bonus he would have earned though that 24 month period.

Mr. Simpson’s agreement contains non-competition and non-solicitation restrictions.

Etienne Morin, Chief Financial Officer

The employment agreement dated March 13, 2018, between the Corporation and Mr. Morin provides that if the Corporation terminates Mr. Morin’s employment without cause or in the event Mr. Morin terminates for good reason (as defined in the employment agreement), Mr. Morin will be entitled to an amount equal to 12 months of his base salary plus a lump sum payment equal to the bonus he would have earned through that 12 month period based on the average annual bonus in the three years immediately preceding termination. If there is a change of control (as defined in the employment agreement), and within 12 months of such change of control, there is a termination by the Corporation without cause or termination by Mr. Morin for good reason, Mr. Morin will be entitled to an amount equal to 24 months of his base salary plus a lump sum payment equal to the bonus he would have earned though that 24 month period.

Mr. Morin’s agreement contains non-competition and non-solicitation restrictions.

Hans Smit, former Chief Operating Officer

The employment agreement dated December 1, 2016, as amended March 23, 2018, between the Corporation and Mr. Smit was terminated in accordance with a separation agreement on December 31, 2019. The agreement provided that if the Corporation terminated Mr. Smit’s employment without cause or in the event Mr. Smit was terminated for good reason (as defined in the employment agreement), Mr. Smit would be entitled to an amount equal to 12 months of his base salary plus a lump sum payment equal to the bonus he would have earned through that 12 month period based on the average annual bonus in the three years immediately preceding termination. Severance of $375,000 was paid to Mr. Smit pursuant to the terms of a separation agreement. Stock options and RSUs held by Mr. Smit at December 31, 2019, continue to vest according to their original schedules.

Mr. Smit’s agreement contained non-competition and non-solicitation restrictions, which continued under the terms of such agreement following his separation.

Estimated Incremental Payments on Termination or Change of Control

Pursuant to the applicable employment agreements, if a severance payment triggering event had occurred on December 31, 2019, the severance payments that would be payable to each of Messrs. Simpson and Morin would have been as follows:

Name and Position	Termination without Cause or Resignation for Good Reason ($)		Termination without Cause or Resignation for Good Reason + Change of Control ($)
Jason Simpson, President and Chief Executive Officer	$	900,000	$	1,800,000
Etienne Morin, Chief Financial Officer	$	375,000	$	750,000
Total:	$	1,275,000	$	2,550,000

Mr. Smit ceased to act as the Chief Operating Officer of the Corporation during 2019. The amount paid in connection with his severance is reflected in the summary compensation table.

Director Compensation

The objective of the Corporation’s compensation program for directors is to attract and retain members of the Board of a quality and nature that will enhance the sustainable profitability and growth of the Corporation. Director compensation is intended to provide an appropriate level of remuneration considering the experience, responsibilities, time requirements and accountability of their roles.

In addition, in order to appropriately align the interests of members of the Board with those of Shareholders, the Board has implemented a director share ownership policy. See “Statement of Corporate Governance – Corporate Governance Policies – Share Ownership Policy.”

Upon recommendation of the Compensation Committee, the Board has approved a compensation package for directors as follows:

(i)	an annual retainer for each non-executive director (other than the Chair) of $25,000 (payable in quarterly amounts of $6,250) for acting as directors of the Corporation;

(ii)	an annual retainer for the Chair of $50,000 (payable in quarterly amounts of $12,500) for acting as Chair of the Board;

(iii)

an additional annual retainer for the Chair of the Audit Committee of $10,000 (payable in quarterly amounts of $2,500) for acting as the Chair of such committee;

(iv)	an additional annual retainer for the Chair of the Compensation Committee of $10,000 (payable in quarterly amounts of $2,500) for acting as the Chair of such committee;

(v)	an additional annual retainer for the Chair of the Environmental, Sustainability, Health and Safety Committee of $5,000 (payable in quarterly amounts of $1,250) for acting as the Chair of such committee; and

(vi)	an additional annual retainer for the Chair of the Corporate Governance & Nominating Committee of $5,000 (payable in quarterly amounts of $1,250) for acting as the Chair of such committee.

Share-based awards and option-based awards are determined based on a factor representing 300% of the Director’s fees earned during the year and are allocated equally between stock options and DSUs.

The following table sets out certain information respecting the compensation paid to directors of the Corporation who were not Named Executive Officers during the financial year ended December 31, 2019:

Director’s Name	Fees earned ($)		Share-based awards ($)⁽¹⁾		Option-based awards ($)^{(1) (2)}		Non-equity incentive plan compensation ($)	Pension value ($)		All other compensation ($)	Total ($)
George Albino	$	30,000	$	45,000	$	45,000	Nil		Nil	Nil	$	120,000
Tim Haldane	$	30,000	$	45,000	$	45,000	Nil		Nil	Nil	$	120,000
Richard Hall	$	33,750	$	52,000	$	52,500	Nil		Nil	Nil	$	138,250
Charles Jeannes	$	50,000	$	75,000	$	75,000	Nil		Nil	Nil	$	200,000
Elizabeth McGregor ⁽³⁾	$	16,250	$	59,000	$	69,276	Nil		Nil	Nil	$	144,526
Jean Robitaille	$	25,000	$	37,000	$	37,500	Nil		Nil	Nil	$	99,500
David Stephens	$	26,250	$	53,000	$	48,143	Nil		Nil	Nil	$	127,393

Notes:

(1)	Share-based awards and option-based awards are determined based on a factor representing 300% of the Director’s fees earned during the year and are allocated equally between stock options and DSUs.

(2)

The fair value of stock options is estimated on the date of grant using the Black-Scholes pricing model. The following assumptions were used in the fair value calculation: risk-free interest rate – 1.45%; expected life – 5 years; expected annualized volatility – 50%; expected dividend rate – nil. The Corporation selected the Black-Scholes model given its prevalence of use within North America. This is consistent with the methodology used by the Corporation in its audited financial statements.

(3)	Ms. Elizabeth McGregor was appointed to the Board in June 2019, and the above table reflects amounts paid or awarded subsequent to her appointment.

Directors – Option-Based and Share-Based Awards

The table below reflects the incentive plan awards outstanding as at December 31, 2019.

Name	Option-Based Awards						Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)		Option Expiry Date	Value of Unexercised In- the- Money Options ⁽¹⁾ ($)		Number of Shares or Units That Have Not Vested (#)		Market or Payout Value of Share- Based Awards That Have Not Vested⁽²⁾ ($)		Market or Payout Value of Vested Share-Based Awards not Paid Out or Distributed ($)	Number of DSUs⁽³⁾ (#)	Market Value of Unvested DSUs ($)
George Albino	300,000 66,372 95,541	$ $ $	1.39 1.25 1.06	Jun 23, 2022 Jun 27, 2023 Mar 29, 2024	$ $ $	183,000 49,779 89,809	Nil			Nil	Nil	72,453	$	144,906
Tim Haldane	300,000 66,372 95,541	$ $ $	1.39 1.25 1.06	Jun 23, 2022 Jun 27, 2023 Mar 29, 2024	$ $ $	183,000 49,779 89,809	Nil			Nil	Nil	72,453	$	144,906
Richard Hall	175,000 300,000 66,372 111,465	$ $ $ $	0.15 1.39 1.25 1.06	Nov 27, 2020 Jun 23, 2022 Jun 27, 2023 Mar 29, 2024	$ $ $ $	323,750 183,000 49,779 104,777	Nil			Nil	Nil	79,528	$	159,056
Charles Jeannes	600,000 132,743 159,236	$ $ $	1.39 1.25 1.06	Jun 23, 2022 Jun 27, 2023 Mar 29, 2024	$ $ $	366,000 99,557 149,682	500,000	⁽⁴⁾	$	525,000	Nil	130,755	$	261,510
Elizabeth McGregor	103,212	$	1.65	Aug 13, 2024	$	36,124	Nil			Nil	Nil	35,714	$	71,428
Jean Robitaille	28,500 300,000 66,372 79,618	$ $ $ $	0.81 1.39 1.25 1.06	Dec 3, 2020 Jun 23, 2022 Jun 27, 2023 Mar 29, 2024	$ $ $ $	33,915 183,000 49,779 74,841	Nil			Nil	Nil	65,377	$	130,754
David Stephens	117,450	$	1.00	May 15, 2024	$	117,450	Nil			Nil	Nil	52,500	$	105,000

Notes:

(1)

(2)	Calculated using market price at December 31, 2019 of $2.00.

(3)

DSU awards vest immediately upon award. However, DSUs can only be redeemed when the DSU holder ceases to be a director of the Corporation. For more meaningful disclosure, information is provided on unredeemed DSUs rather than unvested DSUs (there are no unvested DSUs). The unredeemed value of DSUs is calculated using the closing market price of the Common Shares on the TSX on December 31, 2019 of $2.00.

(4)

Upon the recommendation of the Compensation Committee, the Board approved a one-time award of 500,000 Common Shares (the “Bonus Shares”) to Mr. Jeannes at a deemed issue price of $1.39 per Bonus Share (the “Issue Price”) in consideration for Mr. Jeannes acting as Chairman of the Board, which Bonus Shares have certain trading restrictions. The Issue Price is equal to the closing price of the Common Shares on the TSXV on June 23, 2017. The Bonus Shares will become issuable on the date Mr. Jeannes ceases to act as a director following June 18, 2020. If at any time prior Mr. Jeannes ceases to act as a director there is a change of control, the Bonus Shares will immediately vest and Mr. Jeannes will be entitled to receive any securities, property or cash to which he would have been entitled to receive upon such change of control if the Bonus Shares had vested immediately prior to the applicable record date or event, as the case may be.

Directors – Incentive Plan Awards – Value Vested or Earned During the Year

The following table provides information concerning the value vested or earned under incentive award plans of the Corporation with respect to each non-executive director of the Corporation during the financial year ended December 31, 2019.

Name of Director	Option-Based Awards - Value Vested During the Year ⁽¹⁾ ($)		Share-Based Awards – Value Vested During the Year ⁽²⁾ ($)		Non-Equity Incentive Plan Compensation - Value Earned During the Year ($)
George Albino	$	107,529	$	45,000	Nil
Tim Haldane	$	107,529	$	45,000	Nil
Richard Hall	$	112,519	$	52,000	Nil
Charles Jeannes	$	205,080	$	75,000	Nil
Elizabeth McGregor	$	12,041	$	37,000	Nil
Jean Robitaille	$	102,540	$	53,000	Nil
David Stephens	$	39,150	$	59,000	Nil

Notes:

(1)

(2)	“Value vested during the year” for share based awards means the aggregate dollar value of the Common Shares that would be issued on the vesting of the DSUs. This amount is calculated using the closing market price of the Common Shares on the TSX on the dates on which the DSUs were awarded.

Deferred Share Unit Plan

The Corporation’s existing deferred share unit plan (the “DSU Plan”) which, among other things, provides for the award of Deferred Share Units (“DSUs”) to directors who, at the relevant time, are not otherwise employees or consultants of the Corporation or of any of its affiliates, as further described below. The aggregate maximum number of Common Shares that may be issued under the DSU Plan shall not exceed 2,000,000 Common Shares (representing 1.1% of the outstanding Common Shares). As at April 2, 2020, there are 644,525 DSUs outstanding under the DSU Plan, representing 0.3% of the outstanding Common Shares, and 1,355,475 DSUs remain available for grant, representing 0.7% of the outstanding Common Shares.

The maximum number of Common Shares issuable to any one person, in a 12 month period, pursuant to the DSU Plan and any other security based compensation arrangements of the Corporation (which, for the purposes of this section excludes the 500,000 Common Shares issuable to the Corporation’s Chairperson as “bonus shares” and the 1,000,000 Common Shares issuable to the Corporation’s Chief Executive Officer as “bonus shares”), is 5% of the total number of Common Shares then outstanding. The maximum number of Common Shares which may be issuable at any time to insiders (as a group) pursuant to the DSU Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. Accordingly, a maximum of 1,355,475 DSUs remain available for grant to insiders (representing 0.7% of the outstanding Common Shares).

The following table sets out the burn rate of DSUs since adoption of the DSU Plan:

Year	DSUs Granted		Weighted Average Securities Outstanding		Burn Rate
2019		328,780		182,619,000		0.2	%
2018		180,000		176,748,000		0.1	%
2017		N/A		N/A		N/A

For a description of the material terms of the DSU Plan, see Schedule “B”.

Securities Authorized for Issuance Under the
Equity Compensation Plans

The following table sets forth aggregated information as at December 31, 2019, with respect to the compensation plan of the Corporation under which equity securities of the Corporation are authorized for issuance.

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))(c)
Equity compensation plans approved by securityholders	Stock options		9,860,138	$	1.21		2,292,880	⁽¹⁾
	RSUs		1,014,972		N/A		1,985,028	⁽²⁾
	DSUs		508,780		N/A		1,491,220	⁽³⁾
	Total		11,383,890				5,769,128
Equity compensation plans not approved by securityholders	Stock options ⁽⁴⁾		57,198	$	0.81		Nil
	Bonus shares		1,500,000		N/A		Nil
Total:			12,941,088				5,769,128

Notes:

(1)

The aggregate number of Common Shares reserved for issuance in respect of all outstanding Options granted under the Stock Option Plan and all other security-based compensation arrangements of the Corporation cannot exceed 10% of the number of issued and outstanding Common Shares (on a non-diluted basis).

(2)	The aggregate maximum number of Common Shares available for issuance under the RSU Plan shall not exceed 3,000,000 Common Shares.

(3)	The aggregate maximum number of Common Shares that may be issued under the DSU Plan shall not exceed 2,000,000 Common Shares.

(4)	Reflects options previously issued by Pershimco Resources Inc. and each such option issued became exercisable for one Common Share in connection with the Pershimco Acquisition.

Indebtedness of Directors and Executive Officers

None of the directors and executive officers, or former directors or executive officers, nor any associate of such individuals, of the Corporation is as at the date hereof, or has been, during the financial year ended December 31, 2019, indebted to the Corporation or its subsidiaries in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding with Orla or any of its subsidiaries.

Interest of Informed Persons in Material Transactions

Other than as described herein, Management is not aware of any material interest, direct or indirect, of any informed person of the Corporation, any proposed director or any associate or affiliate of any informed person or proposed director in any transaction since the commencement of our most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect Orla or any of its affiliates or subsidiaries.

On October 20, 2019, the Corporation entered into a commitment letter(the “Commitment Letter”) with Trinity Capital Partners Corporation (“Trinity Capital”) with respect to a secured project finance facility of up to US$125 million (“Facility”) for the development of the Camino Rojo Oxide Gold Project located in Zacatecas, Mexico (the “Camino Rojo Project”). On December 18, 2019, the Corporation entered into a loan agreement with Trinity Capital and certain other lenders with respect to the Facility. The Facility was arranged by Trinity Capital and includes a syndicate of lenders led by Agnico Eagle, Pierre Lassonde and Trinity Capital.

Mr. Jeannes, Ms. McGregor and Mr. Stephens are directors of the Corporation and Mr. Lassonde has beneficial ownership of, control or direction over, directly or indirectly, more than 10% of the issued and outstanding common shares of the Corporation and each are lenders under the Facility. In consideration for their participation, Messrs. Jeannes, Stephens and Lassonde and Ms. McGregor each received 520,000, 65,000, 5,200,000 and 65,000 warrants, respectively, exercisable at a price of $3.00 per Common Share at any time prior to December 18, 2026. The warrants issued to such insiders did not result in a material change to their respective shareholdings. The Facility, including the participation of the insiders and issuance of warrants in connection therewith, was considered, and ultimately approved by the Board. The directors who participated as lenders declared and disclosed their interest and did not vote on the matter.

Other Business

Management knows of no amendment, variation or other matter to come before the Meeting other than those set forth in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the Common Shares represented by the accompanying proxy will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

Additional Information

Additional information relating to the Corporation can be found under the Corporation’s profile on SEDAR at www.sedar.com. Additional financial information is provided in the Corporation’s comparative financial statements for the year ended December 31, 2019 and 2018, and related and management’s discussion and analysis which can be found under the Corporation’s profile on SEDAR at www.sedar.com or on the Corporation’s website at www.orlamining.com Shareholders may also obtain these documents, without charge, upon request to the President at Orla Mining Ltd., Suite 202 - 595 Howe St, Vancouver, British Columbia, V6C 2T5.

Approval of Directors

The contents and the sending of this Circular have been approved by the directors of the Corporation.

DATED as of the 2^nd day of April 2020.

		“Jason Simpson”
		JASON SIMPSON President, Chief Executive Officer and Director

Schedule “A”

BOARD MANDATE

See attached.

A-1

Schedule “B”

EQUITY COMPENSATION PLAN SUMMARIES

10% Rolling Stock Option Plan

The following provides a summary of the Stock Option Plan. The Stock Option Plan shall be administered by the Board or a committee established by the Board for that purpose. Subject to approval of the granting of options by the Board, the Corporation shall grant options under the Stock Option Plan.

The Stock Option Plan provides that the aggregate number of Common Shares of the Corporation which may be available for issuance under the Stock Option Plan, together with Common Shares issuable under all security based compensation arrangements, will not exceed 10% of the total number of Common Shares of the Corporation issued and outstanding from time to time.

(a)

The total number of options which may be granted to any one person under the Stock Option Plan, together with Common Shares issuable under all security based compensation arrangements, shall not exceed 5% of the issued and outstanding shares of the Corporation, calculated on the date an option is granted to such individual.

(b)

The maximum number of Common Shares which may be reserved for issuance under options granted to insiders (as a group) under the Stock Option Plan, together with Common Shares issuable under all security based compensation arrangements, shall be 10% of the Common Shares issued and outstanding at the time of the grant (on a non-diluted basis).

(c)

The maximum number of options which may be granted to insiders (as a group) under the Stock Option Plan, together with any other of the Corporation’s previously established and outstanding stock option plans or grants, within any 12 month period, together with Common Shares issuable under all security based compensation arrangements, shall be 10% of the issued Common Shares, calculated on the date an option is granted to any insider.

(d)

The maximum equity value that may be granted to each non-employee director under the Stock Option Plan, together with all security-based compensation arrangements of the Corporation, shall not exceed $150,000 in any fiscal year, of which not more than $100,000 may be in the form of stock options granted under the Stock Option Plan.

The exercise price for the Common Shares of the Corporation under each option shall be determined by the Board on the basis of the “market price” (as set out in the Stock Option Plan). The exercise of options issued may not be less than the market price of the Common Shares at the time the option is granted, less any discounts allowed by the TSX (subject to the minimum exercise price allowed by the TSX). Subject to the provisions of the Stock Option Plan and the particular option, an option may be exercised by delivering a written notice of exercise to the Corporation along with payment in cash or certified cheque for the full amount of the purchase price of the Common Shares then being purchased.

The period within which options may be exercised and the number of options which may be exercised in any such period are determined by the Board at the time of granting the options provided, however, that the maximum term of any options awarded under the Stock Option Plan is 10 years. On the expiry date of an option it will expire and terminate, subject to any extension of such expiry date permitted in accordance with the Stock Option Plan.

An optionee who ceases to be an Eligible Person (as defined in the Stock Option Plan) for any reason other than as a result of having been dismissed for cause or as a result of the optionee’s death, may exercise any vested and unexpired options held by such optionee for a period of 90 days from the date of cessation (unless such period is extended by the Board). In the event of death of an optionee, the optionee’s representative may exercise any vested and unexpired options held by the optionee for a period of 12 months from the optionee’s death. If an optionee ceases to be either an Eligible Person as a result of having been dismissed from any such position for cause, all unexercised option rights of that optionee under the Stock Option Plan shall immediately become terminated and shall lapse, notwithstanding the original term of the option granted to such optionee under the Stock Option Plan.

B-1

In the event that the expiry date of an option expires during, or within 48 hours of a trading blackout period imposed by the Corporation, and neither the Corporation nor the individual in possession of the options is subject to a cease trade order in respect of the Corporation’s securities, then the expiry date of such option shall be automatically extended to the 10th business day following the end of the blackout period.

Options granted under the Stock Option Plan will be non-assignable and non-transferable by an optionee other than pursuant to a will or by the laws of descent and distribution, and such option will be exercisable, during an optionee’s lifetime, only by the optionee.

The Stock Option Plan contains provisions for the treatment and appropriate adjustment of options in relation to capital changes and with regard to a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Corporation. The options granted under the Stock Option Plan may contain such provisions as the Board may determine with respect to adjustments to be made in the number and kind of shares covered by such options and in the option price in the event of any such change. If a bona fide offer ( an “Offer”) for Common Shares is made to shareholders of the Corporation generally or to a class of shareholders which includes the optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Corporation, within the meaning of applicable Canadian securities laws, all optioned shares subject to such stock option will become vested and the stock option may be exercised in whole or in part so as to permit the optionee to tender the optioned shares received upon such exercise, pursuant to the Offer.

In the event of (i) a Change of Control (as defined in the Stock Option Plan), and (ii) within 12 months of such Change of Control the Corporation terminates the employment of the Eligible Person for any reason other than just cause, or the Eligible Person resigns for “Good Reason” as defined in the employment agreement then all of a that person’s stock options will immediately vest on the date of such termination. In such event, all vested stock options will be exercisable, conditionally or otherwise, from such date until their respective expiry dates, subject to the terms of any employment agreement or other contractual arrangement between the person and the Corporation. If the person elects to exercise its stock options following a Change of Control, the holder of stock options shall be entitled to receive, and shall accept, in lieu of the number of Common Shares which the holder was entitled upon such exercise, the kind and amount of shares and other securities, property or cash which such holder could have been entitled to receive as a result of such Change of Control, on the effective date thereof, had the holder been the registered holder of the number of Common Shares to which it was entitled to purchase upon exercise of such stock options.

Subject to any requisite shareholder and regulatory approvals, the Board may at any time amend or terminate the Stock Option Plan.

The Stock Option Plan was last approved by Shareholders at the annual and special meeting of the Corporation held on June 12, 2019.

B-2

Restricted Share Unit Plan

The following provides a summary of the RSU Plan currently in existence, which plan governs the RSU grants forming part of the 2019 compensation. At the Meeting, shareholders will be asked to vote on the adoption of the Replacement RSU Plan. See “Particulars of Matters to be Acted Upon – Adoption of Replacement Restricted Share Unit Plan” in this Circular for additional details and Schedule “C” for a summary description of the Replacement RSU Plan.

The following provides a summary of the RSU Plan. The RSU Plan provides that RSUs may be granted by the Board, or, if the Board so delegates, by the Compensation Committee which administers the RSU Plan to eligible employees, directors, officers and consultants of the Corporation or an affiliate in a calendar year as a bonus for services rendered to the Corporation or an affiliate in the fiscal year ending in such year, as determined in the sole and absolute discretion of the Compensation Committee. The number of RSUs awarded will be credited to the participant’s account effective as of the grant date. The Compensation Committee shall from time to time determine the participants to whom RSUs shall be granted and the provisions and restrictions with respect to such grant and the Compensation Committee may take into consideration the present and potential contributions of and the services rendered by the particular participant to the success of the Corporation and any other factors which the Compensation Committee deems appropriate and relevant.

The aggregate maximum number of Common Shares available for issuance under the RSU Plan shall not exceed 3,000,000. The maximum number of RSUs available for grant to any one person, in a 12 month period, pursuant to the RSU Plan and any other security based compensation arrangements of the Corporation (which, for the purposes of this summary excludes the 500,000 Common Shares issuable to the Corporation’s Chairperson as “bonus shares” and the 1,000,000 Common Shares issuable to the Corporation’s Chief Executive Officer as “bonus shares”), is 5% of the total number of Common Shares then outstanding. The maximum number of Common Shares which may be issuable at any time to insiders (as a group) pursuant to the RSU Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. The maximum number of RSUs which may be granted to insiders (as a group), within any one year period, pursuant to the RSU Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. The maximum value of RSUs which may be granted to each director who is not also an eligible employee, together with all other security based compensation arrangements, shall not exceed $150,000 (based on the closing trading price of the Common Shares on the grant date of an RSU or DSU (as defined below), as the case may be (the “Market Value”) in any financial year).

For purposes of determining the number of Common Shares that remain available for issuance under the RSU Plan, the number of Common Shares underlying any grants of RSUs that are surrendered, forfeited, waived, repurchased by the Corporation and/or cancelled shall be added back to the RSU Plan and again be available for future grant, whereas the number of Common Shares underlying any grants of RSUs that are issued shall not be available for future grant.

Each RSU granted to a participant for services rendered entitles the holder, subject to the terms of the RSU Plan, to receive: (i) one Common Share for each RSU; or (ii) a cash payment equal to the number of RSUs multiplied by the fair market value (as defined in the RSU Plan) of one Common Share on the vesting date; or (iii) a combination of (i) and (ii), as determined by the Compensation Committee in its sole discretion, on the date when the RSU award is fully vested (the “Participant’s Entitlement Date”). The Compensation Committee will have the absolute discretion to credit a participant with additional RSUs equal to the aggregate amount of any dividends that would have been paid to the participant if the RSUs had been Common Shares, divided by the Market Value of the Common Shares on the date on which dividends were paid by the Corporation.

Unless otherwise determined by the Compensation Committee, in the event that any Participant’s Entitlement Date expires during, or within 48 hours after a self-imposed blackout period on the trading of securities of the Corporation, such expiry will occur on the business day immediately following the end of the blackout period, or such 48 hour period, as applicable, provided that under no circumstances shall the Participant’s Entitlement Date be later than December 15th of the third calendar year following the calendar year in which the RSUs were granted.

B-3

If the employment or services of the participant that has been continuously employed by the Corporation or an affiliate since the date the RSUs were granted are terminated prior to the Participant’s Entitlement Date, for any reason other than death, disability, termination without cause or resignation for good reason, then, except as provided for in the RSU grant letter or as determined by the Compensation Committee in its sole discretion, all unvested RSUs will be forfeited by the participant, and be of no further force and effect, as of the date of termination. In the event of termination without cause or resignation for good reason, the participant’s unvested RSUs will vest in full on the date of termination and the Common Shares and/or cash underlying the RSUs credited to the participant’s account shall be issued and/or paid to the participant as soon as practicable thereafter, provided, that for a participant who is a United States taxpayer, the date of issuance or payment shall not be more than 90 days after the date of the Participant’s termination without cause or for good reason and provided further, that such participant does not have a choice as to the taxable year of payment. In the event of death, all unvested RSUs credited to the participant will vest on the date of the participant’s death and the Common Shares and/or cash underlying the RSUs credited to the participant’s account shall be issued and/or paid to the participant’s estate as soon as practicable thereafter, provided, that for a participant who is a United States taxpayer, the date of issuance or payment shall not be more than 90 days after the date of the participant’s death and provided further, that such Participant’s estate does not have a choice as to the taxable year of payment. In the event of the total disability of a participant, all unvested RSUs credited to the participant will vest in full within 90 days following the date on which the participant is determined to be totally disabled, and the Common Shares and/or cash underlying such RSUs credited to the participant’s account shall be issued and/or paid to the participant as soon as practicable thereafter, provided, that for a participant who is a United States taxpayer, s the date of issuance or payment shall not be more than 90 days after the date on which the participant is determined to be totally disabled and provided further, that such Participant does not have a choice as to the taxable year of payment. In the event of (i) a Change of Control (as defined in the RSU Plan), and (ii) within 12 months of such Change of Control the Corporation terminates the employment of the participant for any reason other than just cause, then all unvested RSUs outstanding shall immediately vest on the date of such termination notwithstanding any stated vesting period. In any event, upon a Change of Control, participants shall not be treated any more favourably than Shareholders with respect to the consideration that the participants would be entitled to receive for their Common Shares, provided, however, that for a participant who is a United States taxpayer, the Change of Control must also constitute a “change in control event” as set forth in Treas. Reg. §1.409A-3(i)(5)(i) and provided further, that any issuance or payment must occur in full within five years of the date of the Change of Control.

Pursuant to the terms of the RSU Plan, the Board or the Compensation Committee, as the case may be, may discontinue or amend the RSU Plan at any time, provided that, without the consent of a participant, such discontinuance or amendment may not in any manner adversely affect the participant’s rights under any RSU granted under the RSU Plan.

The Board or the Compensation Committee may, subject to receipt of requisite regulatory and Shareholder approval, make the following amendments to the RSU Plan or RSUs under the RSU Plan:

(a)

amendments to increase the number of Common Shares, subject to the RSU Plan, which may be issued pursuant to the RSU Plan;

(b)

amendments to the definition of “Participant” under the RSU Plan which would have the potential of narrowing, broadening or increasing insider participation;

(c)

amendments to cancel and reissue Restricted Share Units;

(d)

amendments to the amendment provisions of the RSU Plan;

(e)

amendments that extend the term of an RSU;

(f)

amendments to the participation limits as set out in the RSU Plan; or

(g)

amendments that would permit RSUs, or any other right or interest of a participant under the RSU Plan, to be assigned or transferred, other than for normal estate settlement purposes.

B-4

The Board or the Compensation Committee may, subject to receipt of requisite regulatory approval, where required, but not subject to Shareholder approval, in its sole discretion make all other amendments to the RSU Plan or RSUs under the RSU Plan that are not of the type contemplated above, including, without limitation:

(a)

amendments of a housekeeping nature;

(b)

amendments to the vesting provisions of an RSU or the RSU Plan;

(c)

amendments to the definitions, other than such definitions noted above;

(d)

amendments to reflect changes to applicable securities laws; and

(e)

amendments to ensure that the RSUs granted under the Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a participant to whom an RSU has been granted may from time to time be a resident, citizen or otherwise subject to tax therein.

Except as otherwise may be expressly provided for under the RSU Plan or pursuant to a will or by the laws of descent and distribution, no RSU and no other right or interest of a participant is assignable or transferable, and any such assignment or transfer in violation of the RSU Plan shall be null and void.

In the event there is any change to the Common Shares, whether by reason of a stock dividend, consolidation, subdivision or reclassification, an appropriate adjustment shall be made by the Compensation Committee in the number of Common Shares available under the RSU Plan and the number of Common Shares subject to any RSUs. If there is an increase in the number of Common Shares outstanding for any reason, other than by reason of a stock dividend, consolidation, subdivision or reclassification as described above (for example, as a result of a private placement of Common Shares or the issuance of Common Shares in connection with the acquisition of an asset), there will be no adjustment to the number of Common Shares that a participant will receive under his or her RSU grant letter award and no adjustment to the number of Common Shares available under the RSU Plan.

If the foregoing adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the RSU Plan.

The RSU Plan was last approved by Shareholders at the annual and special meeting of the Corporation held on June 12, 2019.

Deferred Share Unit Plan

The following provides a summary of the DSU Plan. The purpose of the DSU Plan is to strengthen the alignment of interests between the eligible directors and Shareholders by linking a portion of annual director compensation, as determined by the Compensation Committee from time to time, to the future value of the Common Shares. In addition, the DSU Plan advances the interests of the Corporation by motivating, attracting and retaining the directors of the Corporation and its affiliates and encouraging their commitment and performance due to the opportunity offered to them to receive compensation in line with the value of the Common Shares. The DSU Plan is administered by the Board, or, if the Board so delegates, by the Compensation Committee. The Compensation Committee has full discretionary authority to administer the DSU Plan, including the authority to interpret and construe any provision of the DSU Plan and to adopt, amend and rescind such rules and regulations for administering the DSU Plan as the Compensation Committee deems necessary to comply with the provisions of the DSU Plan.

B-5

Subject to certain adjustments, the aggregate maximum number of Common Shares that may be issued under the DSU Plan shall not exceed 2,000,000. The maximum number of Common Shares issuable to any one person, in a 12 month period, pursuant to the DSU Plan and any other security based compensation arrangements of the Corporation (which, for the purposes of this summary excludes the 500,000 Common Shares issuable to the Corporation’s Chairperson as “bonus shares” and the 1,000,000 Common Shares issuable to the Corporation’s Chief Executive Officer as “bonus shares”), is 5% of the total number of Common Shares then outstanding. The maximum number of Common Shares which may be issuable to insiders (as a group) pursuant to the DSU Plan, or together with any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. The maximum number of DSUs which may be granted to insiders (as a group), within any one year period, pursuant to the DSU Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. The maximum value of DSUs which may be granted to each eligible director who is not also an employee or consultant of the Corporation or any affiliate, together with all security based compensation arrangements of the Corporation, shall not exceed $150,000 (based on the Market Value of the DSUs) in any financial year.

For purposes of determining the number of Common Shares that remain available for issuance under the DSU Plan, the number of Common Shares underlying any grants of DSUs that are surrendered, forfeited, waived, repurchased by the Corporation and/or cancelled shall be added back to the DSU Plan and again be available for future grant, whereas the number of Common Shares underlying any grants of DSUs that are issued shall not be available for future grant.

Under the DSU Plan, non-executive directors may receive a grant of DSUs, as determined by the Compensation Committee from time to time. Each DSU entitles the participant to payment in fully-paid Common Shares, issued from the treasury of the Corporation, a cash payment, in an amount equal to the number of DSUs held by the participant on the date the participant ceases to be an eligible director for any reason whatsoever (the “Separation Date”) multiplied by the fair market value of one Common Share on the date the DSU is redeemed, in lieu thereof, or any combination thereof, at the Compensation Committee’s discretion (the “DSU Payment”). DSUs must be retained until the eligible director leaves the Board, at which time the DSUs will be paid out. In the event dividends are declared and paid, additional DSUs may be credited to reflect dividends paid on the Common Shares, at the absolute discretion of the Compensation Committee. In such case, the number of additional DSUs will be equal to the aggregate amount of dividends that would have been paid to the participant if the DSUs in the participant’s account had been Common Shares divided by the Market Value of a Common Share on the date on which dividends were paid by the Corporation.

Unless otherwise determined by the Compensation Committee, in the event that any Separation Date occurs during, or within 48 hours after a self-imposed blackout period on the trading of securities of the Corporation, settlement of the applicable DSUs will occur on the applicable Redemption Date (as defined in the DSU Plan).

Each outstanding DSU held by a participant shall be redeemed by the Corporation on the participant’s Separation Date, less applicable taxes and other source deductions required to be held by the Corporation. Fractional DSUs will be cancelled.

The Corporation or its affiliates may take such steps as are considered necessary or appropriate for the withholding of any taxes required to be paid by any law or regulation of any governmental authority whatsoever to withhold in connection with any payment or delivery of Common Shares or cash made under the DSU Plan including, without limitation, the withholding of all or any portion of any payment or the withholding of the issue of Common Shares to be issued under the DSU Plan, until such time as the participant has paid any amount which the Corporation and its affiliates are required to withhold with respect to such taxes. For greater certainty, immediately upon delivery of any Common Shares, the Corporation shall have the right to require that a participant sell a given number of Common Shares to the Corporation or an affiliate of the Corporation sufficient to cover any applicable withholding taxes and any other source deductions to be withheld by the Corporation in connection with payments made in satisfaction of the participant’s vested DSUs.

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The Board or the Compensation Committee may, subject to receipt of requisite regulatory and Shareholder approval, make the following amendments to the DSU Plan or to DSUs under the DSU Plan:

(a)

amendments to increase the number of Common Shares which may be issued pursuant to the DSU Plan;

(b)

amendments to the amendment provisions of the DSU Plan;

(c)

amendments to cancel and reissue DSUs;

(d)

amendments that extend the term of a DSU;

(e)

amendments to the participation limits in the DSU Plan;

(f)

amendments that would permit DSUs to be transferred other than for normal estate settlement purposes; or

(g)

materially modify the requirements as to eligibility for participation in the Plan.

The Board or the Compensation Committee may, subject to receipt of requisite regulatory approval, where required, in its sole discretion, without Shareholder approval, make all other amendments to the DSU Plan or to DSUs under the DSU Plan that are not of the type contemplated above, including, without limitation:

(a)

amendments of a housekeeping nature;

(b)

amendments to the definitions;

(c)

amendments to reflect changes to applicable securities laws; and

(d)

amendments to ensure that the DSUs granted under the DSU Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a participant to whom a DSU has been granted may from time to time be a resident or otherwise subject to tax therein.

Except as otherwise may be expressly provided for under the DSU Plan or pursuant to a will or by the laws of descent and distribution, no DSU and no other right or interest of a participant is assignable or transferable, and any such assignment or transfer in violation of the DSU Plan shall be null and void.

In the event there is any change to the Common Shares, whether by reason of a stock dividend, consolidation, subdivision or reclassification, an appropriate adjustment shall be made by the Compensation Committee with respect to the number of Common Shares available under the DSU Plan and the number of Common Shares subject to or underlying any DSU as the Compensation Committee may determine. However, if there is an increase in the number of Common Shares outstanding for any reason other than by reason of a stock dividend, consolidation, subdivision or reclassification as described above (for example, as a result of a private placement of Common Shares or the issuance of Common Shares in connection with the acquisition of an asset) there will be no adjustment to the number of Common Shares that a participant will receive under his or her DSU grant letter award and no adjustment to the number of Common Shares available under the DSU Plan.

If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the DSU Plan.

The DSU Plan was last approved by Shareholders at the annual and special meeting of the Corporation held on June 12, 2019.

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Schedule “C”

2020 RESTRICTED SHARE UNIT PLAN SUMMARY

2020 Restricted Share Unit Plan

The following provides a summary of the Replacement RSU Plan. At the Meeting, shareholders will be asked to vote on the adoption of the Replacement RSU Plan. See “Particulars of Matters to be Acted Upon – Adoption of Replacement Restricted Share Unit Plan” in this Circular for additional details.

The Replacement RSU Plan provides that RSUs may be granted by the Board, or, if the Board so delegates, by the Compensation Committee which administers the Replacement RSU Plan to eligible employees, directors, officers and consultants of the Corporation or an affiliate as remuneration to such participant, as determined in the sole and absolute discretion of the Compensation Committee. The number of RSUs awarded will be credited to the participant’s account effective as of the grant date. The Compensation Committee shall from time to time determine the participants to whom RSUs shall be granted and the provisions and restrictions with respect to such grant and the Compensation Committee may take into consideration the present and potential contributions of and the services rendered by the particular participant to the success of the Corporation and any other factors which the Compensation Committee deems appropriate and relevant.

The aggregate maximum number of Common Shares available for issuance under the Replacement RSU Plan shall not exceed 3,000,000 (being 1.6% of the outstanding Common Shares). The maximum number of RSUs available for grant to any one person, in a 12 month period, pursuant to the Replacement RSU Plan and any other security based compensation arrangements of the Corporation (which, for the purposes of this summary excludes the 500,000 Common Shares issuable to the Corporation’s Chairperson as “bonus shares” and the 1,000,000 Common Shares issuable to the Corporation’s Chief Executive Officer as “bonus shares”), is 5% of the total number of Common Shares then outstanding. The maximum number of Common Shares which may be issuable at any time to insiders (as a group) pursuant to the Replacement RSU Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. The maximum number of RSUs which may be granted to insiders (as a group), within any one year period, pursuant to the Replacement RSU Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. The maximum value of RSUs which may be granted to each director who is not also an eligible employee, together with all other security based compensation arrangements, shall not exceed $150,000 (based on the closing trading price of the Common Shares on the grant date of an RSU or DSU (as defined below), as the case may be (the “Market Value”) in any financial year).

For purposes of determining the number of Common Shares that remain available for issuance under the Replacement RSU Plan, the number of Common Shares underlying any grants of RSUs that are surrendered, forfeited, waived, repurchased by the Corporation and/or cancelled without the Restricted Period (as defined below) having expired shall be added back to the Replacement RSU Plan and again be available for future grant, whereas the number of Common Shares underlying any grants of RSUs that are issued shall not be available for future grant.

Each RSU granted to a participant, subject to the terms of the Replacement RSU Plan, entitles such participant to receive one Common Share for each RSU on the date following the period of time that such RSU is not exercisable and the participant holding such RSU is ineligible to receive Common Shares (the “Restricted Period”) or such date after the after the Restricted Period to which the participant, other than a US Participant (as defined below), has elected to defer receipt of the Common Shares (the “Deferred Payment Date”) provided, that for a US Participant, the date of issuance shall not be more than 90 days after the end of the Restricted Period and provided further, that such participant does not have a choice as to the taxable year of issuance. Participants who elect to set a Deferred Payment Date must give the Corporation written notice of one or more Deferred Payment Dates not later than thirty (30) days prior to the expiration of the Restricted Period. Participants may change a Deferred Payment Date by providing written notice to the Corporation not later than thirty (30) days prior to the Deferred Payment Date.

The Compensation Committee will have the absolute discretion to credit a participant with additional RSUs equal to the aggregate amount of any dividends that would have been paid to the participant if the RSUs had been Common Shares, divided by the Market Value of the Common Shares on the date on which dividends were paid by the Corporation.

C-1

Unless otherwise determined by the Compensation Committee, in the event that any Restricted Period expires or, if applicable, any Deferred Payment Date occurs during, or within 48 hours after, a self-imposed blackout period on the trading of securities of the Corporation, such Restricted Period or Deferred Payment Date shall be automatically extended until 48 hours after such blackout period has expired.

If the employment or services of the participant that has been continuously employed by the Corporation or an affiliate since the date the RSUs were granted are terminated during the Restricted Period, for any reason other than death, disability, termination without cause or resignation for good reason, then, except as provided for in the RSU grant letter or as determined by the Compensation Committee in its sole discretion, all RSUs will be forfeited by the participant (other than any vested RSUs that have been deferred prior to such termination or resignation), and be of no further force and effect, as of the date of termination or resignation. In the event of termination without cause or resignation for good reason during the Restricted Period, the Corporation shall issue forthwith Common Shares in accordance with the RSUs held by the participant on the date of termination, notwithstanding any applicable Deferred Payment Date, provided, that for a participant who would be subject to taxation under the United States Internal Revenue Code of 1986, as amended (a “US Participant”), the date of issuance or payment shall not be more than 90 days after the date of the participant’s termination or resignation and provided further, that such US Participant does not have a choice as to the taxable year of payment. In the event of termination without cause or resignation for good reason following the Restricted Period and prior to the Deferred Payment Date, the Corporation shall issue forthwith Common Shares in accordance with the RSUs held by the participant. In the event of death, any Common Shares represented by RSUs held by the participant on the date of the participant’s death shall be immediately issuable by the Corporation notwithstanding any Deferred Payment Date, provided, that for a US Participant, the date of issuance shall not be more than 90 days after the date of the participant’s death and provided further, that such participant’s estate does not have a choice as to the taxable year of issuance. In the event of the total disability of a participant, any Common Shares represented by RSUs held by the participant on the date on which the participant is determined to be totally disabled, shall be immediately issuable by the Corporation notwithstanding any applicable Deferred Payment Date(s), provided, that for a US Participant the date of issuance shall not be more than 90 days after the date on which the participant is determined to be totally disabled and provided further, that such participant does not have a choice as to the taxable year of issuance. In the event of (i) a Change of Control (as defined in the Replacement RSU Plan), and (ii) within 12 months of such Change of Control the Corporation terminates the employment of the participant for any reason other than just cause, then all unvested RSUs outstanding shall immediately vest on the date of such termination, and the Corporation shall forthwith issue the Common Shares to the participant, notwithstanding any stated vesting period or any applicable Deferred Payment Date; provided, that for a US Participant, except as described below in this paragraph, the date of issuance shall not be more than 90 days after the date of the participant’s termination and provided further, that such participant does not have a choice as to the taxable year of issuance. In any event, upon a Change of Control, participants shall not be treated any more favourably than Shareholders with respect to the consideration that the participants would be entitled to receive for their Common Shares, provided, however, that for a US Participant, any issuance must occur in full within five years of the date of the Change of Control.

Pursuant to the terms of the Replacement RSU Plan, the Board or the Compensation Committee, as the case may be, may discontinue or amend the Replacement RSU Plan at any time, provided that, without the consent of a participant, such discontinuance or amendment may not in any manner adversely affect the participant’s rights under any RSU granted under the Replacement RSU Plan.

The Board or the Compensation Committee may, subject to receipt of requisite regulatory and Shareholder approval, make the following amendments to the Replacement RSU Plan or RSUs under the Replacement RSU Plan:

(a)

amendments to increase the number of Common Shares, subject to the Replacement RSU Plan, which may be issued pursuant to the Replacement RSU Plan;

(b)

amendments to the definition of “Participant” under the Replacement RSU Plan which would have the potential of narrowing, broadening or increasing insider participation;

(c)

amendments to cancel and reissue Restricted Share Units;

C-2

(d)

amendments to the amendment provisions of the Replacement RSU Plan;

(e)

amendments that extend the term of an RSU;

(f)

amendments to the participation limits as set out in the Replacement RSU Plan; or

(g)

amendments that would permit RSUs, or any other right or interest of a participant under the Replacement RSU Plan, to be assigned or transferred, other than for normal estate settlement purposes.

The Board or the Compensation Committee may, subject to receipt of requisite regulatory approval, where required, but not subject to Shareholder approval, in its sole discretion make all other amendments to the Replacement RSU Plan or RSUs under the Replacement RSU Plan that are not of the type contemplated above, including, without limitation:

(a)

amendments of a housekeeping nature;

(b)

amendments to the vesting provisions of an RSU or the Replacement RSU Plan;

(c)

amendments to the definitions, other than such definitions noted above;

(d)

amendments to reflect changes to applicable securities laws; and

(e)

Except as otherwise may be expressly provided for under the Replacement RSU Plan or pursuant to a will or by the laws of descent and distribution, no RSU and no other right or interest of a participant is assignable or transferable, and any such assignment or transfer in violation of the Replacement RSU Plan shall be null and void.

In the event there is any change to the Common Shares, whether by reason of a stock dividend, consolidation, subdivision or reclassification, an appropriate adjustment shall be made by the Compensation Committee in the number of Common Shares available under the Replacement RSU Plan and the number of Common Shares subject to any RSUs. If there is an increase in the number of Common Shares outstanding for any reason, other than by reason of a stock dividend, consolidation, subdivision or reclassification as described above (for example, as a result of a private placement of Common Shares or the issuance of Common Shares in connection with the acquisition of an asset), there will be no adjustment to the number of Common Shares that a participant will receive under his or her RSU grant letter award and no adjustment to the number of Common Shares available under the Replacement RSU Plan.

If the foregoing adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Replacement RSU Plan.

C-3

EXHIBIT “A”

Copy of the proposed 2020 Restricted Share Unit Plan

See attached.

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ORLA MINING LTD.

2020 RESTRICTED SHARE UNIT PLAN

EFFECTIVE APRIL 2, 2020

Article One

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions: For the purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

“Act” means the Canada Business Corporations Act, or its successor, as amended, from time to time;

“Affiliate” means any corporation that is an affiliate of the Corporation as defined in National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended from time to time;

“Board” means the Board of Directors of the Corporation;

“Cause” with respect to a Participant has the meaning set forth in the Participant’s employment agreement with the Corporation or one of its Affiliates;

“Change of Control” means, in respect of the Corporation: (i) if, as a result of or in connection with the election of directors, the people who were directors (or who were entitled under a contractual arrangement to be directors) of the Corporation before the election cease to constitute a majority of the Board, unless the directors have been nominated by management or approved by a majority of the previously serving directors; (ii) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert as a single control group or any affiliate (other than a wholly-owned subsidiary of the Corporation or in connection with a reorganization of the Corporation) or any one or more directors thereof hereafter “beneficially owns” (as defined in the Act) directly or indirectly, or acquires the right to exercise control or direction over, voting securities of the Corporation representing 50% or more of the then issued and outstanding voting securities of the Corporation, as the case may be, in any manner whatsoever; (iii) the sale, assignment, lease or other transfer or disposition of more than 50% of the assets of the Corporation to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Corporation or in connection with a reorganization of the Corporation); (iv) the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities involving all of the Corporation’s voting securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than a short-form amalgamation of the Corporation or an exchange of securities with a wholly-owned subsidiary of the Corporation or a reorganization of the Corporation); or (v) any sale, lease, exchange, or other disposition of all or substantially all of the assets of the Corporation other than in the ordinary course of business;

“Code” means the United States Internal Revenue Code of 1986, as amended;

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“Committee” means the Board or, if the Board so determines in accordance with Section 2.03 of the Plan, the committee of the Board authorized to administer the Plan which includes any compensation committee of the Board;

“Corporation” means Orla Mining Ltd., a corporation existing under the Act, and includes any successor corporation thereof;

“Deferred Payment Date” means the date, for a Participant under the Plan, after the Restricted Period to which the Participant has elected to defer receipt of the Shares;

“Director” means a member of the Board, or a member of the board of directors of an Affiliate, from time to time;

“Disability” with respect to a Participant, has the meaning set forth in such Participant’s employment or consulting agreement with the Corporation or one of its Affiliates;

“Good Reason” with respect to a Participant has the meaning set forth in the Participant’s employment agreement with the Corporation or one of its Affiliates;

C-6

“Grant Date” means the date that the Restricted Share Unit is granted to a Participant under the Plan, as evidenced by the Restricted Share Unit Grant Letter as agreed to by the Participant;

“Insider” means an insider as defined in the TSX Company Manual;

“Participant” means each Eligible Employee, Director or Eligible Consultant to whom Restricted Share Units are granted hereunder;

“Plan” means this Restricted Share Unit Plan, as same may be amended from time to time;

“Restricted Share Unit Award” means an award of Restricted Share Units under the Plan to a Participant;

“Restricted Share Unit Grant Letter” means the letter to the Participant from the Corporation and agreed to by the Participant evidencing the grant of Restricted Share Units;

“Resignation” means the cessation of employment of the Participant with the Corporation or an Affiliate as a result of resignation;

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AA.

“Shares” means the common shares in the capital of the Corporation, as adjusted in accordance with the provisions of Article Five of this Plan;

BB.

CC.

“Termination” means (i) in the case of an Eligible Employee, the later of the last day of work and the statutory notice period (if any) following notification of termination of the employment of the Eligible Employee with or without Cause by the Corporation or an Affiliate or notification of termination of the employment of the Eligible Employee for Resignation with or without Good Reason and, for certainty, does not include any period of contractual or common law notice or severance; (ii) in the case of an Eligible Consultant, the termination of the services of the Eligible Consultant by the Company or any Affiliate or the Eligible Consultant; and (iii) in the case of a Director, the removal of or failure to re-elect or re-appoint the Director as a director of the Company or any Affiliate; for greater certainty, in all cases, other than for death or disability of a Participant;

DD.

“TSX” means the Toronto Stock Exchange;

EE.

“TSX Company Manual” means the TSX Company Manual setting forth the rules and policies of the TSX, as the same may be amended from time to time; and

FF.

“US Participant” means a Participant who would be subject to taxation under the Code in respect of income derived from the Restricted Share Units.

Section 1.02 Headings: The headings of all articles, Sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

Section 1.03 Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

Section 1.04 References to this Restricted Share Unit Plan: The words “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to the Plan as a whole and not to any particular article, Section, paragraph or other part hereof.

Section 1.05 Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

Article Two

PURPOSE AND ADMINISTRATION OF THE RESTRICTED SHARE UNIT PLAN

Section 2.01 Purpose of the Restricted Share Unit Plan: The Plan provides for the payment of remuneration to Participants to be satisfied by the issuance of Shares for the purpose of advancing the interests of the Corporation and its Affiliates through the motivation, attraction and retention of Eligible Employees, Directors and Eligible Consultants and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Shares or Share equivalent by such persons, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to benefit from a proprietary interest in the Corporation.

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Section 2.02 Administration of the Restricted Share Unit Plan: The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made in good faith. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation.

Section 2.03 Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Board comprised of not less than three Directors, including any compensation committee of the Board.

Section 2.04 Record Keeping: The Corporation shall maintain a register in which shall be recorded:

(a)

the name and address of each Participant;

(b)

the number of Restricted Share Units granted to each Participant; and

(c)

the number of Shares (if any) issued to each Participant in settlement of fully vested Restricted Share Units.

Section 2.05 Determination of Participants and Participation: The Committee shall from time to time determine the Participants who may participate in the Plan. The Committee shall from time to time determine the Participants to whom Restricted Share Units shall be granted and the provisions and restrictions with respect to such grant(s), all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Corporation and any other factors which the Committee deems appropriate and relevant.

Section 2.06 Maximum Number of Shares:

(a)

The aggregate maximum number of Common Shares available for issuance from treasury under this Plan, subject to adjustment pursuant to Section 5.06, shall not exceed 3,000,000. Under no circumstances may the number of Shares issuable pursuant to Restricted Share Units, together with Shares issuable under all Security Based Compensation Arrangements of the Corporation, exceed 10% of the total number of Shares then outstanding. For purposes of this Section 2.06, the number of Shares then outstanding shall mean the number of Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Restricted Share Unit.

(b)

The maximum number of Restricted Share Units available for grant to any one Person, in a 12 month period pursuant to this Plan and any other Security Based Compensation Arrangements of the Corporation, is 5% of the total number of Shares then outstanding. For purposes of this Section 2.06, the number of Shares then outstanding shall mean the number of Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Restricted Share Unit.

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(c) The maximum number of Shares which may be issuable at any time to Insiders (as a group) pursuant to this Plan, or together with any other Security Based Compensation Arrangements of the Corporation, shall be 10% of the issued and outstanding Shares at the time of grant. The maximum number of Shares which may be issued within any one year period to Insiders (as a group), pursuant to this Plan, or together with any other Security Based Compensation Arrangements of the Corporation, shall be 10% of the issued and outstanding Shares. For purposes of this Section 2.06, the number of Shares then outstanding shall mean the number of Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Restricted Share Unit.

(d) The maximum equity value of Restricted Share Units which may be granted to each Director who is not also an Eligible Employee, together with all Security Based Compensation Arrangements of the Corporation, shall not exceed $150,000 (based on the Market Value of the Restricted Share Units) in any fiscal year.

(e) For purposes of determining the number of Shares that remain available for issuance under the Plan, the number of Shares underlying any grants of Restricted Share Units that are surrendered, forfeited, waived, repurchased by the Corporation and/or cancelled without the applicable Restricted Period(s) having expired shall be added back to the Plan and again be available for future grant, whereas the number of Shares underlying any grants of Restricted Share Units that are issued shall not be available for future grant.

Article Three

RESTRICTED SHARE UNITS

Section 3.01 Restricted Share Unit Plan: The Plan is hereby established for Eligible Employees, Directors and Eligible Consultants.

Section 3.02 Grant of Restricted Share Units: The number of Restricted Share Units awarded will be credited to the Participant’s account, effective as of the Grant Date.

Section 3.03 Vesting: A Restricted Share Unit Award granted to a Participant will entitle the Participant, subject to the Participant’s satisfaction of any conditions, restrictions or limitations imposed under the Plan or Restricted Share Unit Grant Letter, to receive one previously unissued Share for each Restricted Share Unit at the end of the Restricted Period or, if applicable, at a later Deferred Payment Date, without any further action on the part of the holder of the Restricted Share Unit in accordance with this Article Three; provided, that for a US Participant, the date of issuance shall not be more than 90 days after the end of the Restricted Period and provided further, that such Participant does not have a choice as to the taxable year of issuance. Concurrent with the determination to grant Restricted Share Units to a Participant, the Committee shall determine the vesting schedule (if any) applicable to such Restricted Share Units. Notwithstanding the foregoing, the Committee, in its sole discretion, may settle its obligations with respect to any Restricted Share Units by issuing the applicable Shares to the Participant before the expiration of the Restricted Period or Deferred Payment Date.

Section 3.04 Restricted Period: Upon the grant of Restricted Share Units to a Participant, the Committee shall determine the Restricted Period applicable to such Restricted Share Units.

Section 3.05 Deferred Payment Date: Participants other than US Participants may elect to defer the receipt of all or any part of their entitlement to Restricted Share Units until a Deferred Payment Date.

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Section 3.06 Prior Notice of Deferred Payment Date: Participants who elect to set a Deferred Payment Date must give the Corporation written notice of one or more Deferred Payment Dates not later than thirty (30) days prior to the expiration of the Restricted Period. Participants may change a Deferred Payment Date by providing written notice to the Corporation not later than thirty (30) days prior to the Deferred Payment Date.

Section 3.07 Termination of Employment:

(a)

Termination with Cause or Resignation without Good Reason during Restricted Period: Except as provided for in the Restricted Share Unit Grant Letter or as determined by the Committee in its discretion, upon the Termination of the employment or services of the Participant, for any reason other than death, disability, Termination without Cause or Resignation for Good Reason, then, all Restricted Share Units will be forfeited by the Participant (other than any vested Restricted Share Units that have been deferred prior to such Termination or Resignation, which Restricted Share Units shall be subject to Section 3.07(c)), and be of no further force and effect, as of the date of Termination;

(b)

Termination without Cause or Resignation for Good Reason during Restricted Period: Except as provided for in the Restricted Share Unit Grant Letter or as determined by the Committee in its discretion, provided that the Participant has been continuously employed by the Corporation or an Affiliate of the Corporation since the Grant Date, in the event of the Termination without Cause or Resignation for Good Reason of a Participant during the Restricted Period, the Corporation shall issue forthwith Shares in accordance with the Restricted Share Units held by the Participant on the date of the Participant’s Termination without Cause or Resignation for Good Reason, notwithstanding any applicable Deferred Payment Date, provided, that for a US Participant, the date of issuance shall not be more than 90 days after the date of the Participant’s Termination without Cause or Resignation for Good Reason and provided further, that such Participant does not have a choice as to the taxable year of issuance;

(c)

(d)

(e)

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(f)

Section 3.08 Redemption - Fully Paid Shares to the Participant: Subject to Section 4.01, the Corporation will satisfy its payment obligation, net of any applicable taxes and other source deductions required to be withheld by the Corporation, at the end of the Restricted Period or, if applicable, on the later Deferred Payment Date, with the issue of fully paid Shares from treasury in accordance with Section 3.03.

Section 3.09 Restricted Share Unit Grant Letter: Each grant of a Restricted Share Unit under the Plan shall be evidenced by a Restricted Share Unit Grant Letter issued by the Corporation and agreed to by the Participant. Such Restricted Share Unit Grant Letter shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Restricted Share Unit Grant Letter. The provisions of the various Restricted Share Unit Grant Letters issued under the Plan need not be identical. To the extent that there is any inconsistency between the Plan and the Restricted Share Unit Grant Letter or any other communications, the Plan shall prevail.

Section 3.10 Payment of Dividends: Subject to the absolute discretion of the Committee, in the event that a dividend (other than a stock dividend) is declared and paid by the Corporation on Shares, the Committee may elect to credit each Participant with additional Restricted Share Units. In such case, the number of additional Restricted Share Units will be equal to the aggregate amount of dividends that would have been paid to the Participant if the Restricted Share Units in the Participant’s account had been Shares, divided by the Market Value of a Share on the date on which dividends were paid by the Corporation. The additional Restricted Share Units awarded to a Participant under this Section 3.10 of this Plan will vest upon the expiry of the Restricted Period or, if applicable, on the later Deferred Payment Date, in respect of the particular Restricted Share Unit Award to which the additional Restricted Share Units relate.

Section 3.11 Blackout: Unless otherwise determined by the Committee, in the event that any Restricted Period expires or, if applicable, any Deferred Payment Date occurs during, or within 48 hours after, a self-imposed blackout period on the trading of securities of the Corporation, such Restricted Period or Deferred Payment Date shall be automatically extended until 48 hours after such blackout period has expired.

Section 3.12 Necessary Approvals: The Plan shall be subject to the approval of the shareholders of the Corporation to be given by a resolution passed at a meeting of the shareholders of the Corporation and acceptance by the TSX or any regulatory authority having jurisdiction over the securities of the Corporation.

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Article Four

TAX MATTERS

Section 4.01 Withholding Taxes: The Corporation or its Affiliates may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or its Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any delivery of Shares made under this Plan including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of Shares to be issued under the Plan, until such time as the Participant has paid the Corporation or an Affiliate of the Corporation for any amount which the Corporation and its Affiliates are required to withhold with respect to such taxes. For greater certainty, immediately upon delivery of any Shares, the Corporation shall have the right to require that a Participant sell a given number of Shares sufficient to cover any applicable withholding taxes and any other source deductions to be withheld by the Corporation in connection with payments made in satisfaction of the Participant’s vested Restricted Share Units.

Article Five

GENERAL

Section 5.01 Effective Time of Restricted Share Unit Plan: The Plan shall be effective on April 2, 2020.

Section 5.02 Amendment of Restricted Share Unit Plan: The Board or the Committee, as the case may be, may terminate, discontinue or amend the Plan at any time, provided that, without the consent of a Participant, such termination, discontinuance or amendment may not in any manner adversely affect such Participant’s rights under any Restricted Share Unit granted to such Participant under the Plan.

The Board or the Committee may, subject to receipt of requisite regulatory and shareholder approval, make the following amendments to the Plan or Restricted Share Units under the Plan:

(a)

amendments to increase the number of Shares, other than by virtue of Section 5.06, which may be issued pursuant to the Plan;

(b)

amendments to the definition of “Participant” under the Plan which would have the potential of narrowing, broadening or increasing Insider participation;’

(c)

amendments to cancel and reissue Restricted Share Units;

(d)

amendments to this Section 5.02 of the Plan;

(e)

amendments that extend the term of a Restricted Share Units;

(f)

amendments to the participation limits in Section 2.06; or

(g)

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(a)

amendments of a housekeeping nature;

(b)

amendments to the vesting provisions of a Restricted Share Unit or the Plan;

(c)

amendments to the definitions, other than such definitions noted above;

(d)

amendments to reflect changes to applicable securities laws; and

(e)

Section 5.03 Non-Assignable: Except as otherwise may be expressly provided for under this Plan or pursuant to a will or by the laws of descent and distribution, no Restricted Share Unit and no other right or interest of a Participant is assignable or transferable, and any such assignment or transfer in violation of this Plan shall be null and void.

Section 5.04 Rights as a Shareholder: No holder of any Restricted Share Units shall have any rights as a shareholder of the Corporation prior to the actual receipt of Shares pursuant to Section 3.03. Subject to Section 5.06, no holder of any Restricted Share Units shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or any other rights declared for shareholders of the Corporation for which the record date is prior to the date on which the Participant becomes the record owner of such Shares pursuant to Section 3.03.

Section 5.05 No Contract of Employment: Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or its Affiliates nor interfere or be deemed to interfere in any way with any right of the Corporation or its Affiliates to discharge any Participant at any time for any reason whatsoever, with or without just cause. Participation in the Plan by a Participant shall be voluntary.

Section 5.06 Adjustment in Number of Shares Subject to the Restricted Share Unit Plan: In the event there is any change in the Shares, whether by reason of a stock dividend, consolidation, subdivision or reclassification, an appropriate adjustment shall be made by the Committee in:

(a)

the number of Shares available under the Plan; and

(b)

the number of Shares subject to any Restricted Share Units.

If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Plan.

Section 5.07 Unfunded Plan. The Plan shall be unfunded. The Corporation’s obligations hereunder shall (unless otherwise determined by the Committee) constitute a general, unsecured obligation, payable solely out of its general assets, and no holder of any Restricted Share Units or other person shall have any right to any specific assets of the Corporation. Neither the Corporation nor the Committee shall be required to segregate any assets that may at any time be represented by the amounts credited with respect to Restricted Share Units hereunder. Neither the Corporation nor the Committee shall be deemed to be a trustee of any amounts to be distributed or paid pursuant to the Plan. No liability or obligation of the Corporation pursuant to the Plan shall be deemed to be secured by any pledge of, or encumbrance on, any property of the Corporation or any Affiliate.

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Section 5.08 No Representation or Warranty: The Corporation makes no representation or warranty as to the future Market Value of any Shares issued in accordance with the provisions of the Plan. No amount will be paid to, or in respect of, a Participant under this Plan or pursuant to any other arrangement, and no additional Restricted Share Units will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

Section 5.09 Compliance with Applicable Law: If any provision of the Plan or any Restricted Share Unit contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

Section 5.10 Interpretation: This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia.

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Form of Grant Letter

[ORLA MINING LTD. LETTERHEAD]

[Date]

PERSONAL & CONFIDENTIAL

[Name]

[Address]

Dear [Name]:

The Corporation’s Restricted Share Unit Plan (the “Plan”) permits the Board, or a committee of the Board which administers the Plan, to grant restricted share unit awards to directors, consultants and full-time employees and officers of the Corporation or an affiliate in a calendar year as a bonus for services rendered to the Corporation or an affiliate in the fiscal year ending in such calendar year, as determined in the sole and absolute discretion of the Board or such committee. The number of restricted share units (“RSUs”) awarded will be credited to your account effective on the grant date of the RSUs.

In recognition of your contribution to the Corporation, the Board is pleased to grant to you the RSUs on the terms set forth below and subject to the Plan, a copy of which is attached hereto as Schedule “A”.

This letter and the Plan are referred to collectively below as the “Restricted Share Unit Documents”. All capitalized terms not otherwise defined herein shall have the meaning attributed to them in the Plan.

The total number of RSUs granted to you is:

[Note: insert number]

Notwithstanding the foregoing and subject to Sections 3.03 of the Plan, provided that your employment (if applicable) with the Corporation has not been terminated, the RSUs granted to you shall fully vest on the following schedule l.

[NTD: Consider any other conditions in addition to time-based vesting.]

In the event of vesting pursuant to the schedule above, subject to the Plan, you shall receive in respect of each RSU held by you one fully-paid common share in the capital of the Corporation without payment of additional consideration and without any further action on your part.

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Nothing in the Restricted Share Unit Documents will affect our right to terminate your services, responsibilities, duties and authority at any time for any reason whatsoever. The treatment of your RSUs upon termination or other events is detailed herein and in the Plan.

No RSU and no other right or interest of a Participant hereunder is assignable or transferable.

Please acknowledge acceptance of your RSUs and agreement to these terms by signing where indicated below on the enclosed copy of this letter and returning the signed copy to the Corporation to the attention of l. By signing and delivering this copy, you are acknowledging receipt of a copy of the Plan and are agreeing to be bound by all of the terms of the Restricted Share Unit Documents.

	Yours truly,

	ORLA MINING LTD.

	By:

I have read and agree to be bound by this letter and the Plan.


Signature of Witness
		[Name]
Name of Witness (please print)



		Address

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Schedule “D”

AUDITOR CHANGE REPORTING PACKAGE

D-1

March 27, 2020

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorite des Marches Financiers

Financial and Consumer Services Commission

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Government of Newfoundland and Labrador

Office of the Superintendent of Securities, Prince Edward Island

Registrar of Securities, Government of the Northwest Territories

Office of the Superintendent of Securities, Government of Nunavut

Dear Sirs / Mesdames

Re: Orla Mining Ltd. (the "Company")

Notice Pursuant to NI 51 – 102 of Change of Auditor

In accordance with National Instrument 51-102, we have read the Company’s Change of Auditor Notice dated March 25, 2020 and agree with the information contained therein, based upon our knowledge of the information at this date.

Should you require clarification or further information, please do not hesitate to contact the writer.

Yours very truly,

DAVIDSON & COMPANY LLP

Chartered Professional Accountants

cc: Toronto Stock Exchange

D-2

British Columbia Securities Commission (Principal Regulator)

March 30, 2020

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des Marchés Financiers

Financial and Consumer Services Commission, New Brunswick

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Government of Newfoundland and Labrador

Office of the Superintendent of Securities, Prince Edward Island

Registrar of Securities, Government of Yukon

Superintendent of Securities, Government of the Northwest Territories

Office of the Superintendent of Securities, Government of Nunavut

Orla Mining Ltd. Change of Auditor Notice dated March 30, 2020

A member firm of Ernst & Young Global Limited

D-3

NOTICE OF CHANGE OF AUDITOR

TO: DAVIDSON & COMPANY LLP

AND TO: ERNST & YOUNG LLP

CC: British Columbia Securities Commission (Principal Regulator)

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des Marchés Financiers

Financial and Consumer Services Commission, New Brunswick

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Government of Newfoundland and Labrador

Office of the Superintendent of Securities, Prince Edward Island

Registrar of Securities, Government of Yukon

Superintendent of Securities, Government of the Northwest Territories

Office of the Superintendent of Securities, Government of Nunavut

TAKE NOTICE THAT Orla Mining Ltd. (the “Corporation”) hereby provides notice pursuant to National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) of a change of auditors from Davidson & Company LLP (“Davidson”) to Ernst & Young LLP (“E&Y”) effective March 25, 2020.

TAKE FURTHER NOTICE THAT:

1.	At the request of the Corporation, Davidson, resigned as auditor of the Corporation effective March 25, 2020 and E&Y has been appointed as auditor of the Corporation effective March 25, 2020.

2.	The resignation of Davidson and the appointment of E&Y in its place have been recommended by the Audit Committee of the Board of Directors of the Corporation (the “Board”) and approved by the Board.

3.	Davidson did not express a modified opinion in any of its reports for: (a) the audits of the two most recently completed financial years of the Corporation; or (b) any period subsequent to the two most recently completed financial years of the Corporation and ending on March 25, 2020.

4.	There are no reportable events (as defined under Section 4.11(1) of NI 51-102).

The Corporation has requested E&Y and Davidson to each furnish a letter addressed to the securities administrators in each province in which the Corporation is a reporting issuer stating whether or not they agree with the information contained in this notice. A copy of each such letter to the securities administrators will be filed with this notice.

DATED as of this 27th day of March 2020.

	ORLA MINING LTD.

	(signed) “Etienne Morin”
	Name:	Etienne Morin
	Title:	Chief Financial Officer

D-4

Exhibit 99.21

ORLA MINING LTD.

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

Fold

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2 If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

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This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 9:00 am, Vancouver Time, on Monday, May 11, 2020

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

•

Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

•

Go to the following web site:

www.investorvote.com

Smartphone?

Scan the QR code to vote now.

•

You can attend the meeting virtually by visiting the URL provided on the back of this proxy.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Appointment of Proxyholder
I/We being holder(s) of Orla Mining Ltd. hereby appoint(s):
Jason Simpson, President and Chief Executive Officer of the Corporation, or failing him, Etienne Morin, Chief Financial Officer of the Corporation

Print the name of the person you are
appointing if this person is someone
other than the Chairman of the Meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held via live webcast at https://78449.themediaframe.com/dataconf/productusers/ola/mediaframe/37060/indexl.html on Wednesday, May 13, 2020 at 9:00 am (Vancouver time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.	Election of Directors


	For	Withhold		For	Withhold		For	Withhold

01. Charles Jeannes			02. Richard Hall			03. Jason Simpson
									Fold
04. Jean Robitaille			05. George Albino			06. Tim Haldane

07. David Stephens			08. Elizabeth McGregor

		For	Withhold
2.	Appointment of Auditors
Appointment of Ernst & Young LLP as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

		For	Against
3.	Adoption of Replacement Restricted Share Unit Plan
To consider, and if deemed advisable, to pass an ordinary resolution to approve the adoption of a new restricted share unit plan of the Corporation, as more particularly described in the accompanying management information circular.

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	Signature(s)	Date
Authorized Signature(s) – This section must be completed for your instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Annual Financial Statements – Mark this box if
you would NOT like to receive the Annual Financial
Statements and accompanying Management’s Discussion
and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

R D M Q

295202

A R 5

Exhibit 99.22


NEWS RELEASE

ORLA MINING APPOINTS ANDREW CORMIER AS CHIEF OPERATING OFFICER

VANCOUVER, BC – April 9, 2020 - Orla Mining Ltd. (TSX: OLA) (“Orla” or the "Company") is pleased to announce that Andrew Cormier has been appointed as Chief Operating Officer (“COO”) and will be joining the Orla executive team effective April 16, 2020. Mr. Cormier succeeds Mr. Hans Smit who retired in December 2019 as COO of the company, while remaining with the Company as a consultant.

“We are excited that Andrew has decided to join Orla as we enter our next phase of growth. Andrew’s extensive construction and operating experience will be a great asset as we build our first gold mine in Mexico. We continue to emphasize a culture based on care and capability, and Andrew’s style and experience will be a great complement to the team”, commented Jason Simpson, President and Chief Executive of Orla.

Mr. Cormier has over 27 years of experience in the mining industry and was previously the Vice President of Development and Construction at Alamos Gold Inc. for the past seven years. Prior to that, he served as Project Manager at AuRico Gold, where he advanced development of the Young-Davidson mine. During his career, Mr. Cormier has worked for Noranda Inc, Barrick Gold Corporation, SNC-Lavalin and Cambior Limited. He graduated with a B.Eng. degree in Extractive Metallurgical Engineering from Laurentian University and received a Diploma in Technology, Management and Entrepreneurship from the University of New Brunswick. He is a licensed professional engineer in Ontario.

About Orla Mining Ltd.

Orla is developing the Camino Rojo Oxide Gold Project, an advanced gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 160,000 hectares. The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.


NEWS RELEASE

Forward-looking Statements

This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the use of proceeds from the Offering, the results of exploration and planned exploration programs, the potential for discovery of additional mineral resources and the Company’s objectives and strategies. 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 are discussed in this news release, including without limitation, assumptions that all approvals of the Offering will be obtained, the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained 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 uncertainties inherent in the preparation of preliminary economic assessments, drill results and the estimation of mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses. 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.

For further information, please contact:

Jason Simpson
President & Chief Executive Officer

Etienne Morin

Chief Financial Officer

www.orlamining.com
info@orlamining.com

Exhibit 99.23

March 27, 2020

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorite des Marches Financiers

Financial and Consumer Services Commission

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Government of Newfoundland and Labrador

Office of the Superintendent of Securities, Prince Edward Island

Registrar of Securities, Government of the Northwest Territories

Office of the Superintendent of Securities, Government of Nunavut

Dear Sirs / Mesdames

Re: Orla Mining Ltd. (the "Company")

Notice Pursuant to NI 51 – 102 of Change of Auditor

Should you require clarification or further information, please do not hesitate to contact the writer.

Yours very truly,

DAVIDSON & COMPANY LLP

Chartered Professional Accountants

cc: Toronto Stock Exchange

Exhibit 99.24

British Columbia Securities Commission (Principal Regulator)

March 30, 2020

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des Marchés Financiers

Financial and Consumer Services Commission, New Brunswick

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Government of Newfoundland and Labrador

Office of the Superintendent of Securities, Prince Edward Island

Registrar of Securities, Government of Yukon

Superintendent of Securities, Government of the Northwest Territories

Office of the Superintendent of Securities, Government of Nunavut

Orla Mining Ltd. Change of Auditor Notice dated March 30, 2020

A member firm of Ernst & Young Global Limited

Exhibit 99.25

NOTICE OF CHANGE OF AUDITOR

TO: DAVIDSON & COMPANY LLP

AND TO: ERNST & YOUNG LLP

CC: British Columbia Securities Commission (Principal Regulator)

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des Marchés Financiers

Financial and Consumer Services Commission, New Brunswick

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Government of Newfoundland and Labrador

Office of the Superintendent of Securities, Prince Edward Island

Registrar of Securities, Government of Yukon

Superintendent of Securities, Government of the Northwest Territories

Office of the Superintendent of Securities, Government of Nunavut

TAKE FURTHER NOTICE THAT:

1.	At the request of the Corporation, Davidson, resigned as auditor of the Corporation effective March 25, 2020 and E&Y has been appointed as auditor of the Corporation effective March 25, 2020.

2.	The resignation of Davidson and the appointment of E&Y in its place have been recommended by the Audit Committee of the Board of Directors of the Corporation (the “Board”) and approved by the Board.

3.	Davidson did not express a modified opinion in any of its reports for: (a) the audits of the two most recently completed financial years of the Corporation; or (b) any period subsequent to the two most recently completed financial years of the Corporation and ending on March 25, 2020.

4.	There are no reportable events (as defined under Section 4.11(1) of NI 51-102).

DATED as of this 27th day of March 2020.

	ORLA MINING LTD.

	(signed) “Etienne Morin”
	Name:	Etienne Morin
	Title:	Chief Financial Officer

Exhibit 99.26

MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102

Item 1

Name and Address of Company

Orla Mining Ltd. (the “Company”)
Suite 202 - 595 Howe Street
Vancouver, British Columbia

V6C 2T5

Item 2

Date of Material Change

March 26, 2020

Item 3

News Release

A news release with respect to the material change referred to in this report was disseminated by the Company on March 26, 2020 through Newswire and was subsequently filed on SEDAR.

Item 4

Summary of Material Change

On March 26, 2020, the Company announced that it had entered into an agreement with a syndicate of underwriters led by Stifel Nicolaus Canada Inc. (“Stifel GMP”), pursuant to which the Underwriters (as defined below) agreed to buy, on a bought deal basis, 36,600,000 common shares of the Company (the “Common Shares”) at a price of C$2.05 (the “Offering Price”) per Common Share for gross proceeds to the Company of C$75,030,000 (the “Offering”). On March 30, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel GMP, Desjardins Securities Inc., Paradigm Capital Inc. and Cormark Securities Inc. (together with Stifel GMP, the “Underwriters”) with respect to the Offering.

On April 3, 2020, the Company announced that it had closed the Offering and that the Underwriters had provided notice that the Over-Allotment Option would not be exercised.

Item 5

Full Description of Material Change

On March 26, 2020, the Company entered into an agreement with a syndicate of underwriters led by Stifel GMP, and on March 30, 2020, the Company entered into the Underwriting Agreement with respect to the Offering. Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable in whole or in part, at the Offering Price for a period of 30 days following the closing of the Offering, to purchase up to an additional 5,490,000 Common Shares sold under the Offering (the “Over-Allotment Option”) to cover over-allotments, if any, and for market stabilization purposes.

On April 3, 2020, the Company closed the Offering. A total of 36,600,000 Common Shares were sold at a price of C$2.05 per Common Share, for aggregate gross proceeds to the Company of C$75,030,000 and the Underwriters notified the Company that the Over-Allotment Option would not be exercised.

The net proceeds from the Offering will be used for the development and construction activities at the Camino Rojo Oxide Gold Project, projected payments related to the proposed layback agreement with Fresnillo plc, and for general corporate purposes (as more fully described in the prospectus supplement (the “Prospectus Supplement”) dated March 30, 2020).

The Common Shares were qualified for distribution pursuant to the Prospectus Supplement and a short form base shelf prospectus dated March 11, 2019, filed in each of the provinces and territories of Canada, except Québec, and offered and sold elsewhere outside of Canada on a private placement basis.

- 2 -

This material change report shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

Multilateral Instrument 61-101

Newmont Corporation (“Newmont”) and Agnico Eagle Mines Limited (“Agnico Eagle”) each subscribed for such number of Common Shares under the Offering so as to maintain their current ownership positions of approximately 18.4% and 9.4%, respectively.

Messrs. Jason Simpson, Jean Robitaille, George Albino, Chuck Jeannes and David Stephens and Ms. Elizabeth McGregor are directors or officers of the Company, and Newmont, Agnico Eagle and Mr. Pierre Lassonde are insiders of the Company, and subscribed for an aggregate of 16,600,900 Common Shares. Such participation in the Offering constitutes a related party transaction for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Common Shares issued to such insiders did not result in a material change to their respective shareholdings. The Offering, including the participation of the insiders and issuance of Common Shares in connection therewith, was considered, and ultimately approved by the board of directors of the Company on March 30, 2020. The directors who participated in the Offering declared and disclosed their interest and did not vote on the matter. The Company is relying on the exemption from the formal valuation and minority approval requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101 as the fair market value insofar as it relates to interested parties is not more than 25% of Orla’s market capitalization.

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

For further information contact Etienne Morin at (604) 564-1852.

Item 9

Date of Report

DATED as of this 6^thday of April, 2020.

Forward-looking Statements

This material change report contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the use of proceeds from the Offering, the results of exploration and planned exploration programs, the potential for discovery of additional mineral resources and the Company’s objectives and strategies. 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 are discussed in this material change report, including without limitation, assumptions that all approvals of the Offering will be obtained, the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained 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 uncertainties inherent in the preparation of preliminary economic assessments, drill results and the estimation of mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses. 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.

Exhibit 99.27

NEWS RELEASE

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

ORLA MINING ANNOUNCES CLOSING OF C$75,030,000 BOUGHT DEAL FINANCING

VANCOUVER, British Columbia, April 3, 2020 -- Orla Mining Ltd. (TSX:OLA) (the “Company” or “Orla”) is pleased to announce that it has closed its previously announced bought deal financing with a syndicate of underwriters led by Stifel GMP and including Desjardins Capital Markets, Paradigm Capital and Cormark Securities Inc. (the “Underwriters”). A total of 36,600,000 common shares (the “Common Shares”) of Orla were fully subscribed and sold at a price of C$2.05 per Common Share (the “Offering Price”), for aggregate gross proceeds to the Company of C$75,030,000 (the “Offering”).

The net proceeds from the Offering will be used for the development and construction activities at the Camino Rojo Oxide Gold Project, projected payments related to the proposed layback agreement with Fresnillo Plc, and for general corporate purposes (as more fully described in the prospectus supplement (the “Prospectus Supplement”) dated March 30, 2020).

The Common Shares were qualified for distribution pursuant to the Prospectus Supplement and a short form base shelf prospectus (the “Base Shelf Prospectus”) dated March 11, 2019, filed in each of the provinces and territories of Canada, except Québec, and offered and sold elsewhere outside of Canada on a private placement basis.

In conjunction with the closing of the Offering, the Underwriters have given notice to the Company that the over-allotment option will not be exercised.

Multilateral Instrument 61-101

Newmont Corporation (“Newmont”) and Agnico Eagle Mines Limited (“Agnico Eagle”) each subscribed for such number of Common Shares under the Offering so as to maintain their current ownership positions of approximately 18.4% and 9.4%, respectively.

Messrs. Jason Simpson, Jean Robitaille, George Albino, Chuck Jeannes and David Stephens and Ms. Elizabeth McGregor are directors or officers of the Company, and Newmont, Agnico Eagle and Mr. Pierre Lassonde are insiders of the Company, and subscribed for an aggregate of 16,600,900 Common Shares. Such participation in the Offering constitutes a related party transaction for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemption from the formal valuation and minority approval requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101 as the fair market value insofar as it relates to interested parties is not more than 25% of Orla’s market capitalization. The Company did not file a material change report 21 days prior to closing of the Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time.

NEWS RELEASE

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

The Prospectus Supplement, Base Shelf Prospectus, and the documents incorporated by reference therein, are available on the Company’s profile on SEDAR at www.sedar.com.

Update on COVID-19 Pandemic

The Government of Mexico has followed the pattern of other nations and on April 1, 2020 implemented a 30-day suspension of all non-essential services until April 30, 2020 in response to the COVID-19 pandemic.

Prior to this suspension, Orla had not yet started construction mobilization activities and site personnel were already reduced as a precaution. Nearly all activities are continuing remotely, as planned, including detailed engineering, procurement, and other functions that can continue to operate safely with distancing. Site activities are expected to resume when approved and safe to do so, including the start of construction as planned early in the second half of 2020. As a result of this 30-day suspension, Orla expects a delay relating to the receipt of its final environmental permit as government agencies also comply with the suspension. Orla had built contingency in the construction schedule for “unknown factors” and at this point does not expect any material impacts to the business.

About Orla Mining Ltd.

Orla is developing the Camino Rojo Oxide Gold Project, an advanced gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 160,000 hectares. The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.

NEWS RELEASE

Forward-looking Statements

This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the use of proceeds from the Offering, the results of exploration and planned exploration programs, the potential for discovery of additional mineral resources and the Company’s objectives and strategies. 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 are discussed in this news release, including without limitation, assumptions that all approvals of the Offering will be obtained, the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained 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 uncertainties inherent in the preparation of preliminary economic assessments, drill results and the estimation of mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses. 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.

For further information, please contact:

Jason Simpson
President & Chief Executive Officer

Etienne Morin

Chief Financial Officer

www.orlamining.com
info@orlamining.com

Exhibit 99.28

Date: April 03, 2020

510 Burrard St,
3rd Floor Vancouver BC, V6C 3B9
www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: ORLA MINING LTD.

Dear Sir/Madam:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

Meeting Type :	Annual General and Special Meeting
Record Date for Notice of Meeting :	April 02, 2020
Record Date for Voting (if applicable) :	April 02, 2020
Beneficial Ownership Determination Date :	April 02, 2020
Meeting Date :	May 13, 2020
Meeting Location (if available) :	Virtual Meeting (AMENDED)
Issuer sending proxy related materials directly to NOBO:	No
Issuer paying for delivery to OBO:	No

Notice and Access (NAA) Requirements:
NAA for Beneficial Holders	No
NAA for Registered Holders	No

Voting Security Details:

Description	CUSIP Number	ISIN
COMMON SHARES	68634K106	CA68634K1066

Sincerely,

Computershare

Agent for ORLA MINING LTD.

Exhibit 99.29

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement together with the short form base shelf prospectus dated March 11, 2019 to which it relates, as amended or supplemented and each document incorporated by reference into the base shelf prospectus for purposes of the distribution of the securities to which this prospectus supplement pertains constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this prospectus supplement and in the accompanying short form base shelf prospectus dated March 11, 2019 to which it relates, from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Orla Mining Ltd. at Suite 202 - 595 Howe Street, Vancouver, British Columbia, V6C 2T5, telephone (604) 564-1852, and are also available electronically at www.sedar.com or on Orla Mining Ltd.’s website at www.orlamining.com.

The securities offered hereby have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. The securities may not be offered or sold in or to, or for the account or benefit of, persons in the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the “United States” or “U.S.”) or U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act (“U.S. Persons”)) unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available and to the extent permitted by the Underwriting Agreement (as defined herein). This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of persons within the United States or U.S. Persons. See “Plan of Distribution”.

PROSPECTUS SUPPLEMENT
(to the Short Form Base Shelf Prospectus dated March 11, 2019)

New Issue

March 30, 2020

ORLA MINING LTD.

C$75,030,000
36,600,000 Common Shares

This prospectus supplement (the “Prospectus Supplement”), together with the accompanying short form base shelf prospectus dated March 11, 2019 (the “Base Shelf Prospectus” and together with the Prospectus Supplement, the “Prospectus”) qualifies the distribution (the “Offering”) of 36,600,000 common shares (the “Offered Shares”) of Orla Mining Ltd. (“Orla” or the “Corporation”) at a price of C$2.05 per Offered Share (the “Offering Price”). The Offering is being made pursuant to an underwriting agreement dated March 30, 2020 (the “Underwriting Agreement”) among the Corporation and Stifel Nicolaus Canada Inc. as lead underwriter (the “Lead Underwriter”), together with Desjardins Securities Inc., Paradigm Capital Inc. and Cormark Securities Inc. (together with the Lead Underwriter, the “Underwriters”), pursuant to which the Offered Shares will be offered for sale in all provinces and territories in Canada (other than Québec) through the Underwriters in accordance with the terms of the Underwriting Agreement. The Offering Price has been determined by arm’s length negotiation between the Corporation and the Underwriters, with reference to the prevailing market price of the common shares of the Corporation (the “Common Shares”).

The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “OLA”. The Corporation has applied to the TSX for approval of the listing of the Offered Shares. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX. On March 26, 2020, the last trading day prior to the announcement of the Offering, the closing price per Common Share on the TSX was C$2.20.

Price: C$2.05 per Offered Share

Price to Public

Underwriters’ Commission ⁽¹⁾⁽⁴⁾

Proceeds to the Corporation ⁽²⁾⁽⁴⁾

Per Offered Share

2.05

0.10

1.95

Total Offering ⁽³⁾⁽⁴⁾

75,030,000

2,390,226

72,289,774

Notes:

(1)

In consideration for the services rendered by the Underwriters in connection with the Offering, the Corporation has agreed to pay the Underwriters a cash fee (the “Underwriters’ Commission”) equal to 5.0% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option (as defined herein)), other than in respect of sales to Newmont Corporation, Agnico Eagle Mines Limited, Pierre Lassonde, Trinity Capital Partners Corporation and certain directors and officers of the Corporation (collectively, the “Key Shareholders”), on which a cash fee equal to 1.0% will be paid. See “Plan of Distribution”.

(2)	After deducting the Underwriters’ Commission but before deducting the expenses of the Offering (estimated to be C$350,000), which will be paid by the Corporation from the proceeds of the Offering. The Underwriters’ Commission for the Offering will be deducted from the proceeds from the Offering.

(3)

The Corporation has granted to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part in the sole discretion of the Underwriter for a period of 30 days from and including the Closing Date (as defined herein), to purchase up to an additional 5,490,000 Common Shares (the “Over-Allotment Shares”) on the same terms as set forth above solely to cover over-allocations, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Commission” and “Net Proceeds to the Corporation” will be C$86,284,500, C$2,827,836 and C$83,106,664 respectively. The Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of Over-Allotment Shares. A purchaser who acquires Over-Allotment Shares forming part of the Underwriters’ over-allocation position acquires those Over-Allotment Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.

(4)

Assumes a total of 16,600,900 Offered Shares are being purchased by the Key Shareholders (assuming no exercise of the Over-Allotment Option). In the event the Over-Allotment Option is exercised in full and Newmont Corporation and Agnico Eagle Mines Limited decide to participate in the Over-Allotment Option on a pro rata basis, it is expected that the Key Shareholders would purchase an aggregate of approximately 18,126,700 Common Shares.

The following table sets out the maximum number of Over-Allotment Shares that may be issued by the Corporation to the Underwriter pursuant to the Over-Allotment Option granted to the Underwriters:

Underwriters’ Position		Maximum Size		Exercise Period		Exercise Price
Over-Allotment Option		Option to purchase up to 5,490,000 Common Shares		Up to 30 days from and including the Closing Date		C$2.05 per Over-Allotment Share

Unless the context otherwise requires, all references to the “Offering” and “Offered Shares” herein includes all Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Corporation by Cassels Brock & Blackwell LLP and on behalf of the Underwriters by Bennett Jones LLP.

In connection with this Offering and subject to applicable laws, the Underwriters may over-allocate or effect transactions to stabilize or maintain the market price of the Common Shares. Such transactions, if commenced, may be discontinued at any time. The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price, the price at which the Offered Shares are distributed pursuant to the Prospectus may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Offered Shares distributed pursuant to the Prospectus is less than the Offering Price. Notwithstanding any reduction by the Underwriters on the Offering Price, the Corporation will still receive the net proceeds stated above. See “Plan of Distribution”.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The closing is expected to take place on or about April 3, 2020 or such other date as the Corporation and the Underwriters may agree (the “Closing Date”), but in any event not later than 42 days after the date of this Prospectus Supplement. Other than Offered Shares issued in the United States or to, or for the account or benefit of, U.S. Persons that are “accredited investors” as defined under Regulation D under the U.S. Securities Act (“U.S. Accredited Investors”), which must be in the form of definitive certificates issued to such holders with applicable restrictive legends attached, it is anticipated that the Offered Shares will be issued through the book-entry system, registered in the name of CDS Clearing and Depositary Services Inc. (“CDS”) or its nominee and will be deposited with CDS. Beneficial holders (other than U.S. Accredited Investors) of the Offered Shares will receive only a customer confirmation from the Underwriters, or another registered dealer who is a CDS participant, and from or through whom a beneficial interest in the Offered Shares are acquired. If any Offered Shares are not able to be issued in the book-entry system through CDS in advance of the Closing Date for any reason, then those investors or their designated holders will receive definitive certificates representing their interests in such Offered Shares with restrictive legends, if applicable. For certain restrictions on United States qualified institutional buyers, if any, and further information with respect to issuance of the Offered Shares, discussed above, please see “Plan of Distribution”.

S-2

An investment in the Offered Shares is subject to a number of risks. Investors should review this Prospectus Supplement, together with the Base Shelf Prospectus, in their entirety and carefully consider the risk factors described under “Risk Factors” and the risks identified in the documents incorporated by reference herein before purchasing the Offered Shares.

No Canadian securities regulator has approved or disapproved of the securities offered hereby, passed upon the accuracy or adequacy of this Prospectus Supplement and the accompanying Base Shelf Prospectus or determined if this Prospectus Supplement and the accompanying Base Shelf Prospectus are truthful or complete. Any representation to the contrary is a criminal offence.

The registered and head office of the Corporation is located Suite 202 - 595 Howe Street, Vancouver, British Columbia, V6C 2T5.

Mr. Charles Jeannes, Mr. Richard Hall, Mr. George Albino and Mr. Tim Haldane, each a director of the Corporation, and Mr. Carl E. Defilippi, Mr. Matthew D. Gray, Mr. Michael G. Hester, Mr. Fred Brown, Mr. Gene Tortelli, Mr. George Lightwood and Mr. Mark Gorman each a qualified person, reside outside of Canada. Each of Mr. Jeannes, Mr. Hall, Mr. Albino and Mr. Haldane have each appointed Cassels Brock & Blackwell LLP, Suite 2200, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8 as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS	S-5
CAUTION REGARDING FORWARD-LOOKING STATEMENTS	S-5
SCIENTIFIC AND TECHNICAL INFORMATION	S-7
CURRENCY AND EXCHANGE RATE INFORMATION	S-7
ELIGIBILITY FOR INVESTMENT	S-7
DOCUMENTS INCORPORATED BY REFERENCE	S-8
MARKETING MATERIALS	S-8
THE CORPORATION	S-9
USE OF PROCEEDS	S-10
CONSOLIDATED CAPITALIZATION OF THE CORPORATION	S-11
PLAN OF DISTRIBUTION	S-11
PRIOR SALES	S-14
TRADING PRICE AND VOLUME	S-15
RISK FACTORS	S-15
LEGAL MATTERS	S-18
TRANSFER AGENT AND REGISTRAR	S-18
INTEREST OF EXPERTS	S-19
CERTIFICATE OF THE CORPORATION	C-1
CERTIFICATE OF THE UNDERWRITERS	C-2

BASE SHELF PROSPECTUS

ABOUT THIS PROSPECTUS	2
FINANCIAL INFORMATION	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION	2
DOCUMENTS INCORPORATED BY REFERENCE	4
THE CORPORATION	5
RISK FACTORS	6
CONSOLIDATED CAPITALIZATION	7
USE OF PROCEEDS	7
PLAN OF DISTRIBUTION	8
EARNINGS COVERAGE RATIOS	9
DESCRIPTION OF SECURITIES	9
PRIOR SALES	14
PRICE RANGE AND TRADING VOLUMES	14
CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES	14
LEGAL MATTERS	14
INTEREST OF EXPERTS	14
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	15
CERTIFICATE OF THE CORPORATION	17

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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Offered Shares being offered and also adds to and updates information contained in the accompanying Base Shelf Prospectus and the documents incorporated herein and therein. The second part, the accompanying Base Shelf Prospectus, gives more general information, some of which may not apply to the Offered Shares being offered under this Prospectus Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Base Shelf Prospectus solely for the purposes of the Offering constituted by this Prospectus Supplement. To the extent there is a conflict between information contained in this Prospectus Supplement and information contained in the accompanying Base Shelf Prospectus or any document incorporated by reference herein or therein, the information in this Prospectus Supplement shall control and you should rely on the information contained in this Prospectus Supplement. However, if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference into this Prospectus Supplement or the accompanying Base Shelf Prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.

Investors should rely only on current information contained in or incorporated by reference into this Prospectus Supplement and the accompanying Base Shelf Prospectus as such information is accurate only as of the date of the applicable document. Orla has not authorized anyone to provide investors with different information. Information contained on Orla’s website shall not be deemed to be a part of this Prospectus Supplement or incorporated by reference and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities offered hereby.

The Corporation will not make an offer of these securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this Prospectus Supplement is accurate as of any date other than the date on the face page of this Prospectus Supplement or the date of any documents incorporated by reference herein.

Unless otherwise indicated, the disclosure in this Prospectus Supplement assumes that the Over-Allotment Option will not be exercised.

Unless the context otherwise requires, all references in this Prospectus Supplement to the “Corporation” refer to the Corporation and its subsidiary entities on a consolidated basis.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively referred to herein as “forward-looking information” or “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 Corporation’s operating environment, the business operations and financial performance and condition. Forward-looking information is provided as of the date of this Prospectus Supplement and the Corporation does not intend, and does not assume any obligation, to update this forward-looking information, except as required by law.

Forward-looking statements include, but are not limited to, statements regarding: the anticipated use of proceeds of the Offering; the timing for completion, settlement and closing of the Offering; the satisfaction of the conditions to closing of the Offering, including receipt in a timely manner of regulatory and other required approvals and clearances, including the approval of the TSX; the plan of distribution for the Offering; terms of and timeline for entering into the proposed Layback Agreement (as defined herein); the expected additional material to be included in a future mine plan as a result of the Layback Agreement; results of a feasibility study unconstrained by the property boundary; terms of and ability to reach a subsequent agreement with Fresnillo (as defined herein) to access the sulphide mineral resource at the Camino Rojo Project (as defined herein); the planned exploration and development programs and expenditures; the estimation of mineral resources and mineral reserves; expectations on the potential extension of the expired mineral concessions with respect to the Cerro Quema Project (as defined herein); proposed exploration plans and expected results of exploration from each of the Cerro Quema Project and the Camino Rojo Project; Orla’s ability to obtain required mine licences, mine permits, required agreements with third parties and regulatory approvals required in connection with 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, 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. 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 actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved (or the negative of any of these terms and similar expressions)) are not statements of fact and may be forward-looking statements.

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Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Corporation at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Corporation’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the future price of gold, anticipated costs and the Corporation’s ability to fund its programs, the Corporation’s ability to carry on exploration and development activities, the Corporation’s ability to secure and to meet obligations under property agreements, the timing and results of drilling programs, the discovery of mineral resources and mineral reserves on the Corporation’s mineral properties, the obtaining of an agreement with Fresnillo to develop the entire Camino Rojo Project mineral resource estimate, the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction and operation of projects, the costs of operating and exploration expenditures, the Corporation’s ability to operate in a safe, efficient and effective manner and the Corporation’s ability to obtain financing as and when required and on reasonable terms.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: (i) failure to obtain required regulatory and stock exchange approvals with respect to the Offering; (ii) access to additional capital; (iii) uncertainty and variations in the estimation of mineral resources and mineral reserves; (iv) delays in or failure to enter into a definitive agreement with Fresnillo with respect to the Camino Rojo Project; (v) health, safety and environmental risks; (vi) success of exploration, development and operation activities; (vii) risks relating to foreign operations and expropriation or nationalization of mining operations; (viii) delays in obtaining or the failure to obtain governmental permits, or non-compliance with permits; (ix) delays in getting access from surface rights owners; (x) uncertainty in estimates of production, capital and operating costs and potential production and cost overruns; (xi) the impact of Panamanian or Mexican laws regarding foreign investment; (xii) the fluctuating price of gold and silver; (xiii) assessments by taxation authorities in multiple jurisdictions; (xiv) uncertainties related to title to mineral properties; (xv) the Corporation’s ability to identify, complete and successfully integrate acquisitions; (xvi) volatility in the market price of the Corporation’s securities; (xvii) and risks relating to the effects of the novel coronavirus (“COVID-19”) on the Corporation.

This list is not exhaustive of the factors that may affect any of the Corporation’s forward-looking statements. Although the Corporation believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risk Factors” in this Prospectus Supplement and in the accompanying Base Shelf Prospectus, and in the section entitled “Risk Factors” in the Corporation’s annual information form dated as of March 23, 2020 for the financial year ended December 31, 2019 (the “Annual Information Form”), for additional risk factors that could cause results to differ materially from forward-looking statements.

Investors are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date of this Prospectus Supplement and, accordingly, are subject to change after such date. The Corporation disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the Corporation’s filings with Canadian securities regulatory agencies, which can be viewed online under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

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SCIENTIFIC AND TECHNICAL INFORMATION

Unless otherwise indicated, scientific and technical information in this Prospectus Supplement relating to the Corporation’s mineral properties has been reviewed and approved by Hans Smit, P.Geo. Mr. Smit is a “Qualified Person” as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

CURRENCY AND EXCHANGE RATE INFORMATION

In this Prospectus Supplement, Canadian dollars are referred to as “Canadian dollars” or “C$” and United States dollars are referred to as “United States dollars” or “US$”.

The high, low and closing rates for Canadian dollars in terms of the United States dollar for each of the periods indicated, as quoted by the Bank of Canada, were as follows:

		Year Ended December 31
		2019		2018
High	C$	1.3600	C$	1.3642
Low	C$	1.2988	C$	1.2288
Rate at end of period	C$	1.2988	C$	1.3642

On March 27, 2020, the daily exchange rate as quoted by the Bank of Canada was US$1.00=C$1.4056 or C$1.00=US$0.7114.

ELIGIBILITY FOR INVESTMENT

In the opinion of Cassels Brock & Blackwell LLP, counsel to the Corporation, and Bennett Jones LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) (the “Tax Act”) and the regulations thereunder, in force as of the date hereof, the Common Shares, if issued on the date hereof, would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account (collectively referred to as “Registered Plans”) or deferred profit sharing plan, provided that the Offered Shares are listed on a designated stock exchange for the purposes of the Tax Act (which currently includes the TSX) or the Corporation qualifies as a “public corporation” (as defined in the Tax Act).

Notwithstanding the foregoing, the holder, subscriber or annuitant of, or under, a Registered Plan (the “Controlling Individual”) will be subject to a penalty tax in respect of Offered Shares acquired by a Registered Plan if such securities are a prohibited investment for the particular Registered Plan. An Offered Share generally will be a “prohibited investment” for a Registered Plan if the Controlling Individual does not deal at arm’s length with the Corporation for the purposes of the Tax Act or the Controlling Individual has a “significant interest” (as defined in subsection 207.01(4) the Tax Act) in the Corporation, unless the Offered Shares are “excluded property”, as defined in subsection 207.01(1) of the Tax Act, for the Registered Plan. Controlling Individuals should consult their own tax advisors as to whether the Offered Shares would be a prohibited investment in their particular circumstances.

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DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purpose of the Offering.

As of the date hereof, the following documents, filed with the various securities commissions or similar authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into the Base Shelf Prospectus for purposes of the Offering, and form an integral part of the Prospectus:

the Annual Information Form;

the audited consolidated financial statements of the Corporation for the years ended December 31, 2019 and 2018 (the “Annual Financial Statements”), the notes thereto and the independent auditors’ report thereon, together with the related management’s discussion and analysis (“MD&A”) of the financial condition and results of operations;

the management information circular of the Corporation dated May 9, 2019, prepared in connection with the annual and special meeting of shareholders held on June 12, 2019;

the material change report dated March 25, 2020 relating to the non-binding letter agreement with Fresnillo Plc (“Fresnillo”) as to the commercial terms upon which the Corporation would obtain the right to expand the Camino Rojo Project oxide pit onto part of Fresnillo’s mineral concession located immediately to the north of the Camino Rojo Project under a definitive layback agreement (the “Layback Agreement”); and

the term sheet dated March 26, 2020.

All material change reports (excluding confidential material change reports), annual information forms, annual financial statements and the auditors’ report thereon and related MD&A, interim financial statements and related MD&A, information circulars, business acquisition reports, any news release issued by the Corporation that specifically states it is to be incorporated by reference and any other documents as may be required to be incorporated by reference into the Base Shelf Prospectus for purposes of the Offering under applicable Canadian securities laws which are filed by the Corporation with a securities commission or any similar authority in Canada after the date of this Prospectus Supplement and prior to termination of the distribution of the Offered Shares pursuant to the Prospectus, shall be deemed to be incorporated by reference into the Base Shelf Prospectus for purposes of the Offering.

Notwithstanding anything herein to the contrary, any statement contained in this Prospectus Supplement or in a document incorporated or deemed to be incorporated by reference in the Base Shelf Prospectus shall be deemed to be modified or superseded, for purposes of the Offering, to the extent that a statement contained herein or in any other currently or subsequently filed document that is later dated and incorporated or deemed to be incorporated by reference in the Base Shelf Prospectus modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall thereafter neither constitute, nor be deemed to constitute, a part of the Prospectus, except as so modified or superseded.

MARKETING MATERIALS

Any “marketing materials” (as defined in National Instrument 41-101 — General Prospectus Requirements (“NI 41-101”)) are not part of this Prospectus Supplement or the Base Shelf Prospectus to the extent that the contents thereof have been modified or superseded by a statement contained in this Prospectus Supplement or any amendment. Any “template version” (as defined in NI 41-101) filed with the securities commission or similar authority in each of the provinces and territories of Canada, except Québec in connection with the Offering after the date hereof but prior to the termination of the distribution of the Offered Shares under this Prospectus Supplement (including any amendments to, or an amended version of, any template version of marketing materials) is deemed to be incorporated by reference into this Prospectus Supplement and in the Base Shelf Prospectus.

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THE CORPORATION

Orla is a Canadian company listed on the TSX. The Corporation’s focus is on the acquisition, exploration, and development of mineral exploration and exploitation opportunities in which the Corporation’s exploration, development and operating expertise could substantially enhance shareholder value. Orla currently has two core projects – the Camino Rojo project in Zacatecas State, Mexico (the “Camino Rojo Project”) and the Cerro Quema project in Los Santos Province, Panama (the “Cerro Quema Project”).

The Camino Rojo Project is an advanced gold oxide heap leach project in a low risk jurisdiction, which leverages management’s and the Corporation’s board of directors’ extensive exploration, development, and operating experience in Mexico. The Camino Rojo Project covers over 163,000 hectares (“ha”). Access and infrastructure are excellent with a paved highway and power line nearby. A feasibility study on the Camino Rojo Project (the “Feasibility Study”) is included in the technical report prepared in accordance with the disclosure standards of NI 43-101 on the Camino Rojo Project titled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project Municipality of Mazapil, Zacatecas, Mexico” dated effective June 25, 2019 (the “Camino Rojo Report”) containing current mineral resource and mineral reserve estimations for the Camino Rojo Project and operating plan has been filed under the Corporation’s profile on SEDAR.

The Cerro Quema Project includes mineralized zones with the potential to support a near-term oxide gold production scenario and various exploration targets. The Cerro Quema Project concession covers 14,800 ha and has paved road access, supportive local communities, and private land ownership. The Cerro Quema Project is currently in the last stage of the permitting process for a proposed open pit mine and gold heap leach operation. Please refer to the technical report prepared in accordance with the disclosure standards of NI 43-101 on the Cerro Quema Project titled “Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014 with an effective date of June 30, 2014 (the “Cerro Quema Report”), which is available under the Corporation’s profile on SEDAR.

Recent Developments

Layback Agreement

On March 23, 2020, Orla announced it had entered into a non-binding letter agreement with Fresnillo as to the commercial terms on which the Corporation would obtain the right to expand the oxide pit at the Camino Rojo Project onto part of Fresnillo’s mineral concession located immediately to the north of Orla’s property under the proposed Layback Agreement. The proposed Layback Agreement will allow access to oxide and transitional heap leachable mineral resources on Orla’s property below the open pit outlined in the Camino Rojo Report. In addition, the Layback Agreement will provide Orla with the right to mine from Fresnillo’s mineral concession, and recover, for Orla’s account, all oxide and transitional material amenable to heap leaching that are within an expanded open pit.

Under the terms of the proposed Layback Agreement, Orla would pay Fresnillo a total cash consideration of US$62.8 million based on the following schedule: (i) US$10 million due upon the execution of the Layback Agreement; (ii) US$15 million due upon Orla having received all funding and permits required for construction and development; or July 1, 2020, whichever is sooner; (iii) US$15 million due no later than (a) 12 months following the commencement of commercial production at the Camino Rojo Project or (b) December 1, 2022, whichever is earlier; and (iv) US$22.8 million due no later than (a) 24 months following the commencement of commercial production at the Camino Rojo Project or (b) December 1, 2023, whichever is earlier. The amounts for the third and fourth payments shall bear an interest of 5% per annum from July 1, 2020 until the date of payment.

Change in Auditor

The Corporation delivered a change of auditor notice dated March 25, 2020 in connection with the change in auditor from Davidson & Company LLP, Chartered Professional Accountants to Ernst & Young LLP, Chartered Professional Accountants. Ernst & Young LLP has confirmed that they are independent with respect to the Corporation within the meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

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More detailed information regarding the business of the Corporation as well as its operations, assets, and properties can be found in the Annual Information Form and other documents incorporated by reference herein available at www.sedar.com under the Corporation’s profile, and as supplemented by the disclosure herein. See “Documents Incorporated by Reference”.

USE OF PROCEEDS

The net proceeds to the Corporation from the Offering will be approximately C$72,289,774 or C$83,106,664 if the Over-Allotment Option is exercised in full, after deducting the Underwriters’ Commission and the expenses of the Offering (estimated to be C$350,000), which will be paid out of the proceeds of the Offering. The foregoing calculation assumes that approximately 16,600,900 Offered Shares are being purchased by the Key Shareholders (or approximately 18,126,700 Common Shares if the Over-Allotment Option is exercised in full).

The net proceeds of the Offering (assuming no exercise of the Over-Allotment Option) are anticipated to be applied as follows:

Use of Proceeds
Camino Rojo Project construction expenditures	C$	31.9 million
Projected payments related to the Layback Agreement	C$	33.8 million
Working capital and general corporate purposes	C$	6.5 million
Total	C$	72. 2 million

The Corporation intends to spend the available funds as set forth above based on a budget which has been approved by the Corporation’s board of directors consistent with established internal control guidelines. The anticipated use of net proceeds from the Offering, as detailed above, is based on the best estimates prepared by management of the Corporation.

In order to advance the Camino Rojo Project, the Corporation expects the majority of the net proceeds from the Offering will be used for (1) the development and construction of the Camino Rojo Project, (2) to fund the projected payments to Fresnillo related to the Layback Agreement, and (3) for working capital and general corporate and administrative purposes.

Orla’s focus over the next 18 months is the construction of the Camino Rojo Project, which initial capital amounts to US$123 million. Together with the initial working capital requirements of approximately US$10 million as the project ramps up in mid-2020, and value-added taxes payable of approximately US$18 million (which is refundable over time), the total cash requirement to production for the Camino Rojo Project is expected to be approximately US$151 million. Proceeds from the secured project finance facility of up to US$125 million (the “Facility”), available pursuant to the loan agreement between Orla, Trinity Capital Partners Corporation and certain other lenders, will be used to fund the majority of the initial capital requirements for the construction of the Camino Rojo Project. The Corporation currently has US$25 million outstanding under the Facility. Two additional tranches of US$50 million each are available to Orla upon meeting certain conditions precedent. Orla intends to draw on the balance of the Facility during the second half of 2020. Funds from the Facility are required to be used to fund the development and construction of the Camino Rojo Project. The balance of the construction capital will come from the proceeds of this Offering, being C$31.9 million.

An amount of approximately C$33.8 million (US$25 million) from this Offering has been allocated for the first two payments related to the proposed Layback Agreement with Fresnillo. This Layback Agreement will allow Orla to access additional oxide and transitional material at depth below the current pit as set out in the Camino Rojo Report, as well as allow Orla to mine and recover, for its own account, oxide and transitional material from the Fresnillo concession. The Layback Agreement is expected to be entered into in the first half of 2020. In the event the Layback Agreement with Fresnillo is not entered into, these proceeds will be used toward the development and construction of the Camino Rojo Project and for exploration and studies at both the Camino Rojo Project and the Cerro Quema Project.

An amount of approximately C$6.5 million from this Offering has been allocated for planned for working capital and corporate general and administrative purposes including, but are not limited to, corporate head office personnel costs, public company costs, interest expense, and other general and administrative costs.

Pursuant to the Offering, if the Over-Allotment Option is exercised in full, the Corporation will receive additional net proceeds of C$10,816,891 after deducting the Underwriters’ Commission and expenses of the Offering. The net proceeds from the exercise of the Over-Allotment Option, if any, will be applied towards discretionary work programs at the Camino Rojo Project unrelated to construction and development, and at the Cerro Quema Project, as well as corporate overhead and strengthening of the Corporation’s working capital position. There is no assurance that the Over-Allotment Option will be exercised, in part or in full.

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The above noted allocation represents the Corporation’s intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Corporation. Actual expenditures may differ from the estimates set forth above. There may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be deemed prudent or necessary. The actual amount that the Corporation spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under “Risk Factors – Use of Proceeds”.

Based on the amount of funding raised, the Corporation’s planned exploration or other work programs may be postponed, or otherwise revised, as necessary, at its discretion. See “Risk Factors – Liquidity and Capital Resources”. As at December 31, 2019, the Corporation had cash of C$30 million, part of which has been deployed to advance the Camino Rojo Project, the Cerro Quema Project and for corporate overhead, such as salaries and general and administrative costs during the first quarter of 2020. The Corporation generates no operating revenue from the exploration and development activities on its properties and has negative cash flow from operating activities. The Corporation anticipates that it will continue to have negative cash flow until commercial production is achieved at the Camino Rojo Project. Some of the net proceeds of the Offering may be used to fund negative operating cash flows. See “Risk Factors – Risks Related to the Corporation – Negative Operating Cash Flow.”

Until used for the above purposes, the Corporation may invest the net proceeds that it does not immediately require in short-term marketable debt securities, cash balances, certificates of deposit, and other instruments issued by banks or guaranteed by the government of Canada or add them to the working capital.

Hans Smit, P.Geo., is the “Qualified Person”, within the meaning of NI 43-101, who has reviewed and confirmed the above-noted use of net proceeds allocations as reasonable.

CONSOLIDATED CAPITALIZATION OF THE CORPORATION

There have been no material changes in the consolidated capitalization or indebtedness of the Corporation since the Annual Financial Statements (which are incorporated by reference herein).

As at December 31, 2019, after giving effect to the Offering, there will be a total of 223,702,168 Common Shares issued and outstanding (229,192,168 Common Shares if the Over-Allotment Option is exercised in full).

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Corporation has agreed to sell and the Underwriters have severally agreed to purchase on the Closing Date, an aggregate of 36,600,000 Offered Shares at a price of C$2.05 per Offered Share, payable in cash to the Corporation against delivery of such Offered Shares.

The closing of the Offering is expected to take place on April 3, 2020, or such other date as the Corporation and the Underwriters may agree, but in any event not later than 42 days after the date of this Prospectus Supplement. The obligations of the Underwriters under the Underwriting Agreement are several and not joint, nor joint and several, and may be terminated at their discretion upon the occurrence of certain stated events. For greater certainty, the COVID-19 outbreak and any related interruption to the business, affairs or financial condition of the Corporation, or any event, action, state or condition or financial occurrence related directly or indirectly to the COVID-19 outbreak (whether now known or unknown or whether foreseeable or unforeseeable in the future), including any adverse effect on the financial markets generally, shall not constitute an event or occurrence which will enable any Underwriter to terminate their obligations pursuant to the Underwriting Agreement, unless such termination is agreed to in writing with the Corporation. The Underwriters are, however, severally obligated to take up and pay for all of the Offered Shares that they have agreed to purchase if any of the Offered Shares are purchased under the Underwriting Agreement. The terms of the Offering and the Offering Price have been determined by negotiation among the Corporation and the Underwriters with reference to the market price of the Common Shares and other factors.

Subject to certain qualifications and limitations, the Corporation has agreed to indemnify the Underwriters and their respective directors, officers, employees and agents against certain liabilities, including, without restriction, civil liabilities under Canadian securities legislation, and to contribute to any payments the Underwriters may be required to make in respect thereof.

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Pursuant to the Underwriting Agreement, the Corporation has agreed to pay the Underwriters a fee of C$0.10 per Offered Share (including, for certainty, the Over-Allotment Shares pursuant to the exercise of the Over-Allotment Option), other than in respect of sales to the Key Shareholders, on which a cash fee equal to C$0.02 per Offered Share will be paid, for aggregate fees payable by the Corporation of C$2,390,226, payable at the close of the Offering in consideration for their services in connection with this Offering. It is expected that the Key Shareholders will purchase approximately 16,600,900 Offered Shares.

The Corporation has granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part in the sole discretion of the Underwriter for a period of 30 days from and including the Closing Date, to purchase up to an additional 5,490,000 Over-Allotment Shares on the same terms as set forth above solely to cover over-allocations, if any, and for market stabilization purposes. The Prospectus also qualifies the grant of the Over-Allotment Option and the Over-Allotment Shares issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires Over-Allotment Shares forming part of the Underwriters’ over-allocation position acquires such Over-Allotment Shares under the Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the aggregate Underwriters’ Commission payable by the Corporation will be C$2,827,836.

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares and Additional Shares (if applicable) at the Offering Price, the price at which the Offered Shares and Additional Shares (if applicable) are distributed pursuant to the Prospectus may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Offered Shares and Additional Shares (if applicable) distributed pursuant to the Prospectus is less than the Offering Price.

In connection with the Offering, the Underwriters may over-allocate or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market, including: stabilizing transactions; short sales (i.e., the sale by the Underwriters of a greater number of Offered Shares than they are required to purchase in the Offering); and purchases to cover positions created by short sales; and syndicate covering transactions. Such transactions, if commenced, may be discontinued at any time. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Common Shares while the Offering is in progress. The Underwriters must close out any short position by purchasing Common Shares in the open market. A short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Common Shares in the open market that could adversely affect investors who purchase in the Offering.

In addition, in accordance with rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period of distribution, bid for or purchase Common Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSX, including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

As a result of these activities, the price of the Offered Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Common Shares are listed, in the over-the-counter market, or otherwise.

It is anticipated that the Offered Shares will be issued through the book-entry system, registered in the name of CDS or its nominee and will be deposited with CDS. Beneficial holders of the Offered Shares will receive only a customer confirmation from the Underwriters, or another registered dealer who is a CDS participant, and from or through whom a beneficial interest in the Offered Shares are acquired. If any Offered Shares are not able to be issued in the book-entry system through CDS in advance of the Closing Date for any reason, then those investors or their designated holders will receive definitive certificates representing their interests in such Offered Shares.

The Offering is being made in all of the provinces and territories of Canada, other than Québec. In addition, the Underwriters may offer the Offered Shares outside of Canada in compliance with local securities laws. The Corporation is not making an offer to sell or a solicitation of an offer to buy the Offered Shares in any jurisdiction where such offer is not permitted.

The Corporation has agreed in the Underwriting Agreement that, subject to certain exceptions, for a period of 90 days after the Closing Date, it shall not (without the Lead Underwriter’s prior written consent, such consent not to be unreasonably withheld), directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of any additional Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares (other than pursuant to (i) the Offering; (ii) the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements in place (provided that in the case of new grants, the exercise price of such stock options or compensation arrangement will be no less than the Offering Price); (iii) the grant of restricted share units; and (iv) the issuance of Common Shares upon the exercise of convertible securities, warrants, options, or any other commitment or agreement outstanding).

S-12

The Corporation has also agreed pursuant to the terms of the Underwriting Agreement to, subject to certain exceptions, cause its directors and officers to enter into undertakings in favour of the Underwriters on or before the Closing Date, agreeing not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Corporation for a period of 90 days from the Closing Date without the Lead Underwriter’s prior written consent, such consent not to be unreasonably withheld.

The Corporation has applied to the TSX for approval of the listing of the Offered Shares to be distributed pursuant to the Prospectus. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX.

The Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws, and accordingly may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each Underwriter and each of its United States registered broker-dealer affiliates (“U.S. Affiliates”) has agreed that, except as permitted by the Underwriting Agreement (subject to all the agreements, covenants and restrictions set forth therein and exhibits and schedules thereto) and as expressly permitted by applicable United States federal and state securities laws, it will not offer or sell the Offered Shares, as part of its distribution at any time, within the United States or to, or for the account or benefit of, U.S. Persons and that all offers and sales of the Offered Shares will otherwise be made outside of the United States in accordance with Rule 903 of Regulation S under the U.S. Securities Act. Terms used in this and the next paragraph have the meanings given to them in Regulation S under the U.S. Securities Act. The Underwriting Agreement (and the exhibits and schedules thereto) enables the Underwriters to (i) offer the Offered Shares for sale by the Corporation in the United States to a limited number of substituted purchasers who are U.S. Accredited Investors or to, or for the account or benefit of, such U.S. Persons, and (ii) offer and resell the Offered Shares that they have acquired pursuant to the Underwriting Agreement to certain “qualified institutional buyers”, as such term is defined in Rule 144A, in the United States or to, or for the account or benefit of, such U.S. Persons, provided such offers and sales are made in accordance with Rule 144A under the U.S. Securities Act and applicable state securities laws, if available. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Offered Shares outside the United States in accordance with Regulation S under the U.S. Securities Act.

The Offered Shares offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, if any, will be or considered “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may only be offered, sold, pledged or otherwise transferred to the Corporation, outside the United States in compliance with Regulation S under the U.S. Securities Act, or pursuant to an effective registration statement under the U.S. Securities Act, and, in each case, in compliance with applicable local laws or regulations. With respect to qualified institutional buyers in the United States or to, or for the account or benefit of, U.S. Persons who are acquiring Offered Shares pursuant to Rule 144A under the U.S. Securities Act, no certificate evidencing the Offered Shares will be issued to purchasers under this Prospectus, and registration will be made in the depository service of CDS. Qualified institutional buyers in the United States or to, or for the account or benefit of, U.S. Persons who are acquiring Offered Shares pursuant to Rule 144A under the U.S. Securities Act, will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is purchased. Offered Shares, if any, acquired by such qualified institutional buyers in the United States or to, or for the account or benefit of, U.S. Persons may not be deposited into the facilities of the Depositary Trust Company, or a successor depository within the United States, or be registered or arranged to be registered, with Cede & Co. or any successor thereto and are subject to contractual restrictions on transfer agreed to by or on behalf of such qualified institutional buyers in the United States or U.S. Persons.

In addition, until 40 days after the commencement of the Offering, an offer or sale of Common Shares within the United States or to U.S. Persons by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the U.S. Securities Act.

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PRIOR SALES

During the 12-month period before the date of this Prospectus Supplement, the Corporation issued the following Common Shares:

Month of Issue	Type of Security	Number Issued	Issue/Exercise Price (C$)	Reason for Issuance
June 2019	Common Shares	212,500	0.62	Warrant exercise
June 2019	Common Shares	76,000	1.07	Vesting of Restricted Share Units
July 2019	Common Shares	5,630,000	0.62	Warrant exercise
August 2019	Common Shares	325,000	0.62	Warrant exercise
August 2019	Common Shares	300,000	1.39	Exercise of stock options
September 2019	Common Shares	6,667	1.54	Vesting of Restricted Share Units
September 2019	Common Shares	37,500	1.25	Exercise of stock options
October 2019	Common Shares	19,000	1.48	Exercise of stock options
December 2019	Common Shares	225,000	0.15	Exercise of stock options
December 2019	Common Shares	176,991	1.25	Exercise of stock options
December 2019	Common Shares	600,000	1.39	Exercise of stock options
January 2020	Common Shares	60,000	1.39	Exercise of stock options
January 2020	Common Shares	20,000	1.25	Exercise of stock options
February 2020	Common Shares	10,000	1.06	Exercise of stock options
Total:		7,698,658

During the 12-month period before the date of this Prospectus Supplement, the Corporation has issued the following securities convertible into Common Shares:

Month of Issue	Type of Security	Number Issued	Issue/Exercise Price (C$)
May 2019	Options	117,450	1.00
May 2019	Deferred Share Units⁽¹⁾	52,500	1.00
July 2019	Warrants	5,842,500	1.65
August 2019	Options	103,212	1.65
August 2019	Deferred Share Units⁽¹⁾	35,714	1.65
December 2019	Warrants⁽²⁾	32,500,000	3.00
March 2020	Options	1,033,439	2.21
March 2020	Restricted Share Units⁽¹⁾	320,447	2.21
March 2020	Deferred Share Units⁽¹⁾	135,747	2.21
Total:		40,141,009

Notes:

(1) Represents the deemed value of the restricted share units or the deferred share units on the date of award by the Corporation, although no money has been, or will be, paid to the Corporation in connection with the issuance of Common Shares pursuant to such rights.

(2) Issued to lenders in connection with the Facility.

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TRADING PRICE AND VOLUME

The Common Shares are listed on the TSX under the symbol “OLA”. The following table sets forth the market price ranges and trading volumes of the Common Shares on the TSX over the 12-month period prior to the date of this Prospectus Supplement, as reported by the TSX:

Period	High (C$)		Low (C$)		Volume
March 1-27, 2020		2.48		1.48		5,302,440
February 2020		2.70		1.99		3,410,455
January 2020		2.58		1.78		5,479,729
December 2019		2.05		1.60		14,818,571
November 2019		1.72		1.45		2,133,402
October 2019		1.74		1.42		3,126,895
September 2019		1.78		1.49		3,665,894
August 2019		1.80		1.45		6,244,258
July 2019		1.54		1.10		10,442,066
June 2019		1.12		0.96		1,461,761
May 2019		1.08		0.96		1,326,871
April 2019		1.10		0.85		2,613,332
March 2019		1.20		1.00		1,725,766
February 2019		1.40		1.10		2,942,904
January 2019		1.28		0.94		1,032,688

RISK FACTORS

An investment in the Offered Shares is subject to certain risks. Investors should carefully consider the risks described below, in the Annual Information Form, the MD&A, the Base Shelf Prospectus and other information elsewhere in the Prospectus Supplement, including the documents incorporated by reference into the Base Shelf Prospectus for purposes of the Offering, prior to making an investment in the Offered Shares. If any of such or other risks occur, the Corporation’s prospects, financial condition, results of operations and cash flows could be materially adversely impacted. In that case, the trading price of the Offered Shares could decline and investors could lose all or part of their investment. Additional risks and uncertainties of which the Corporation is currently unaware or that are unknown or that it currently deems to be immaterial could also have a material adverse effect on the Corporation’s business, prospects, financial condition and results of operations. The Corporation cannot assure prospective purchasers that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of any of the risks described in this Prospectus Supplement and the accompanying Base Shelf Prospectus and in the documents incorporated by reference herein and therein, or other unforeseen risks.

Risks Related to the Corporation

COVID-19 Public Health Crisis

The Corporation’s business, operations and financial condition, and the market price of the Common Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in a number of countries including Canada, the United States, Europe and China. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Corporation cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for gold and other metals and minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Corporation of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Corporation is uncertain and these factors are beyond the Corporation’s control; however, it is possible that COVID-19 may have a material adverse effect on the Corporation’s business, results of operations and financial condition and the market price of the Common Shares.

S-15

Negative Operating Cash Flow

The Corporation is an exploration stage company and has not generated cash flow from operations. The Corporation is devoting significant resources to the development of the Camino Rojo Project, the Cerro Quema Project and to actively pursue exploration and development opportunities, however, there can be no assurance that it will generate positive cash flow from operations in the future. The Corporation expects to continue to incur negative consolidated operating cash flow and losses until such time as it achieves commercial production at a particular project. The Corporation currently has negative cash flow from operating activities.

The Camino Rojo Project mineral resource estimate assumes that the Corporation can access mineral titles and lands that are not controlled by the Corporation

All of the mineralization comprised in the Corporation’s mineral resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by the Corporation. However, the mineral resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto lands where mineral title is held by Fresnillo and that waste would be mined on Fresnillo’s mineral titles. Any potential development of the Camino Rojo Project that includes an open pit encompassing the entire mineral resource estimate would be dependent on executing the Layback Agreement with Fresnillo which addresses the oxide and transition portion of the mineral resources that are amendable to heap leaching and a subsequent agreement addressing the sulphide mineral resources that are not amendable to heap leaching. It is estimated that approximately two-thirds of the mineral resource estimate is dependent on the proposed Layback Agreement and a subsequent agreement being obtained with Fresnillo.

On March 23, 2020, Orla entered into a non-binding letter agreement with Fresnillo as to the commercial terms on which Orla would obtain the right to expand the oxide pit at the Camino Rojo Project onto part of Fresnillo’s mineral concession located immediately to the north of Orla’s property under a proposed Layback Agreement. On completion, the Layback Agreement will allow access to oxide and transitional heap leachable mineral resources on Orla’s property below the open pit outlined in the Camino Rojo Report. In addition, the Layback Agreement will provide Orla with the right to mine from Fresnillo’s mineral concession, and recover for Orla’s account, all oxide and transitional material amenable to heap leaching that are within an expanded open pit. There can be no assurance that the Corporation will be able to negotiate the proposed Layback Agreement on terms that are satisfactory to the Corporation or that there will not be delays in obtaining the necessary agreement. Delays in, or failure to obtain, the proposed Layback Agreement with Fresnillo to conduct mining operations on its mineral titles would affect the development of a portion of the oxide and transitional mineral resources of the Camino Rojo Project that are not included in the Feasibility Study, in particular by limiting access to mineralized material at depth. The Corporation will require a different agreement with Fresnillo to develop the sulphide portion of the mineral resources. Should a subsequent agreement to access the sulphide mineral resource with Fresnillo not be obtained on favourable terms, the economics of any potential mine development using the full mineral resource estimate would be significantly negatively impacted.

Mineral resource estimations for the Camino Rojo Project are only estimates and rely on certain assumptions

In particular, the estimation of mineral resources for the Camino Rojo Project has assumed that there is a reasonable prospect for reaching agreements with Fresnillo to allow mining to the north of the Corporation’s concessions. While the Corporation believes that the mineral resource estimates for the Camino Rojo Project are well established and reflect best estimates, by their nature resource estimates are imprecise and depend on inferences that may ultimately prove to be inaccurate, including the assumption that agreements with Fresnillo will be reached.

S-16

Although all mineralization included in the Corporation’s mineral resource estimate for the Camino Rojo Project are located on mineral concessions controlled by the Corporation, failure to reach agreements with Fresnillo would result in a significant reduction of the mineral resource estimate by limiting access to significant mineralized material at depth. Any material changes in mineral resource estimates may have a material adverse effect on the Corporation.

Use of Proceeds

The Corporation currently intends to allocate the net proceeds received from the Offering as described under the heading “Use of Proceeds”; however, management will have broad discretion in the actual application of the net proceeds designated, including to fund capital expenditures on existing mineral properties, acquire additional acreage leaseholds, acquire additional properties and associated leaseholds, or for general corporate purposes, which are subject to change in the future. Management may elect to allocate net proceeds differently from that described herein, including in the event that the proposed Layback Agreement is not entered into, if they believe it would be in the Corporation’s best interests. Shareholders of the Corporation will have to rely upon the judgment of management with respect to the use of proceeds. Management may spend a portion or all of the net proceeds from the Offering in ways that shareholders of the Corporation may not desire or that may not yield a significant return or any return at all. Shareholders of the Corporation may not agree with the manner in which management chooses to allocate and spend the net proceeds. The failure by management to apply the net proceeds effectively could have a material adverse effect on the Corporation’s business. Pending their use, the Corporation may also invest the net proceeds from the Offering in a manner that does not produce income or that loses value. See “Use of Proceeds”.

Risks Related to the Securities

Equity securities are subject to trading and volatility risks

The securities of publicly traded companies, particularly mineral exploration and development companies, can experience a high level of price and volume volatility and the value of the Corporation’s securities can be expected to fluctuate depending on various factors, not all of which are directly related to the success of the Corporation and its operating performance, underlying asset values or prospects. These include the risks described elsewhere in this Prospectus. Factors which may influence the price of the Corporation’s securities, including the Offered Shares, include, but are not limited to: worldwide economic conditions; changes in government policies; investor perceptions; movements in global interest rates and global stock markets; variations in operating costs; the cost of capital that the Corporation may require in the future; metals prices; the price of commodities necessary for the Corporation’s operations; recommendations by securities research analysts; issuances of Common Shares or debt securities by the Corporation; operating performance and, if applicable, the share price performance of the Corporation’s competitors; the addition or departure of key management and other personnel; the expiration of lock-up or other transfer restrictions on outstanding Common Shares; significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Corporation or its competitors; news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related industry and market issues affecting the mining sector; publicity about the Corporation, the Corporation’s personnel or others operating in the industry; loss of a major funding source; and all market conditions that are specific to the mining industry.

There can be no assurance that such fluctuations will not affect the price of the Corporation’s securities, and consequently purchasers of Offered Shares may not be able to sell Offered Shares at prices equal to or greater than the price or value at which they purchased the Offered Shares or acquired them by way of the secondary market.

Investors may lose their entire investment

An investment in the Offered Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Corporation.

Dilution from equity financing could negatively impact holders of Common Shares

The Corporation may from time to time raise funds through the issuance of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. The Corporation cannot predict the size or price of future issuances of Common Shares or the size or terms of future issuances of debt instruments or other securities convertible into Common Shares, or the effect, if any, that future issuances and sales of the Corporation’s securities will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares, or securities convertible into Common Shares, investors will suffer dilution to their voting power and the Corporation may experience dilution in its earnings per share.

S-17

The Corporation does not pay dividends

No dividends on the Common Shares have been declared or paid to date. The Corporation anticipates that, for the foreseeable future, it will retain its cash resources for the operation and development of its business. Payment of any future dividends will be at the discretion of the board of directors of the Corporation after taking into account many factors, including earnings, operating results, financial condition, current and anticipated cash needs and any restrictions in financing agreements, such as agreements with respect to the Facility, and the Corporation may never pay dividends.

LEGAL MATTERS

Certain legal matters relating to this Offering will be passed upon by Cassels Brock & Blackwell LLP on behalf of the Corporation, and Bennett Jones LLP on behalf of the Underwriters.

As at March 27, 2020, the partners and associates of each of Cassels Brock & Blackwell LLP and Bennett Jones LLP beneficially owned, directly or indirectly, less than 1% of the issued and outstanding securities of each class of the Corporation or of any associate or affiliate of the Corporation.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at the principal offices in Vancouver and Toronto.

S-18

INTEREST OF EXPERTS

The following persons have been named as having prepared or certified a report, valuation, statement or opinion described or included in a filing, or referred to in a filing, made under National Instrument 51 – 102 – Continuous Disclosure Obligations during, or relating to, the Corporation’s financial year ended December 31, 2019:

Camino Rojo Report – Carl E. Defilippi, RM, SME of Kappes, Cassiday and Associates, Michael Hester, Independent Mining Consultants, Inc., FAusIMM, Dr. Matthew D. Gray, Ph.D., C.P.G. of Resource Geosciences Incorporated and David Hawkins, Barranca Group, LLC, CPG, prepared the Camino Rojo Report.

Cerro Quema Report – Eugene Puritch, P. Eng., Richard H. Sutcliffe, P.Geo., Tracy Armstrong, P.Geo., Antoine Yassa, P.Geo., David Burga, P.Geo., Kenneth Kuchling, P.Eng., and Fred Brown, P.Geo., of P&E Mining Consultants Inc., Gene Tortelli, PE, George Lightwood, PE, and David Brown, P.Geo., of Golder Associates Inc., and Mark Gorman, PE of KCA prepared the Cerro Quema Report.

None of the foregoing persons, or any director, officer, employee or partner thereof, as applicable, received or has received a direct or indirect interest in the Corporation’s property or the property of any of the Corporation’s associates or affiliates. The foregoing persons held an interest in either less than 1% or none of the Corporation’s securities or the securities of any associate or affiliate of the Corporation at the time of preparation of the respective reports and after the preparation of such reports and estimates, and they did not receive any direct or indirect interest in any of the Corporation’s securities or the securities of any associate or affiliate of the Corporation in connection with the preparation of the above mentioned reports. None of the aforementioned persons nor any director, officer, employee or partner, as applicable, of the aforementioned companies or partnerships is currently expected to be elected, appointed or employed as a director, officer or employee of the Corporation or of any associate or affiliate of the Corporation.

All scientific and technical information in this Prospectus Supplement has been reviewed and approved by Hans Smit, P.Geo., who is a “Qualified Person” under NI 43-101. As of the date hereof, Mr. Smit holds 3,130,070 Common Shares, 100,000 warrants, 1,214,305 stock options and 174,339 restricted share units of the Corporation.

Davidson & Company LLP of 1200-609 Granville Street, Vancouver, BC V7Y 1G6, delivered the audit report to shareholders of Orla on March 20, 2020 with respect to the Annual Financial Statements, and has advised they are independent of the Corporation within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

S-19

CERTIFICATE OF THE CORPORATION

Dated: March 30, 2020

This short form prospectus, together with the documents incorporated by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the short form prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada, except Québec.


(“Signed”) JASON SIMPSON			(“Signed”) ETIENNE MORIN
Chief Executive Officer			Chief Financial Officer

On behalf of the Board of Directors

(“Signed”) CHARLES JEANNES			(“Signed”) GEORGE ALBINO
Director			Director

C-1

CERTIFICATE OF THE UNDERWRITERS

Dated: March 30, 2020

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the short form prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada, except Québec.

STIFEL NICOLAUS CANADA INC.

(“Signed”) PIERRE LALIBERTE

Director, Investment Banking

DESJARDINS SECURITIES INC.

(“Signed”) BRUNO KAISER

Managing Director, Head of Metals & Mining, Investment Banking

PARADIGM CAPITAL INC.

(“Signed”) JOHN BOOTH

Head of Investment Banking

CORMARK SECURITES INC.

(“Signed”) KEVIN CARTER

Managing Director, Investment Banking

C-2

Exhibit 99.30

UNDERWRITING AGREEMENT

March 30, 2020

Orla Mining Ltd.

595 Howe Street, Suite 202

Vancouver, BC V6C 2T5

Attention: Jason Simpson, President and Chief Executive Officer, Director

Dear Sir:

The undersigned, Stifel Nicolaus Canada Inc. (the "Lead Underwriter"), Desjardins Securities Inc., Paradigm Capital Inc. and Cormark Securities Inc. (each, including the Lead Underwriter, an "Underwriter" and, collectively, the "Underwriters") understand that Orla Mining Ltd. (the "Corporation") intends to issue and sell an aggregate of 36,600,000 common shares ("Common Shares") in the capital of the Corporation (collectively, the "Purchased Shares") at a price of $2.05 per Purchased Share (the "Purchase Price"), for aggregate gross proceeds of $75,030,000.

The Corporation hereby grants to the Underwriters an option (the "Over-Allotment Option"), entitling the Underwriters to purchase severally and not jointly, nor jointly and severally, up to an additional 5,490,000 Common Shares (collectively, the "Additional Shares") at the Purchase Price per Additional Share to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option shall be exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the Closing Date (as hereinafter defined). The offering and sale of the Purchased Shares and any Additional Shares by the Corporation described in this Agreement (as hereinafter defined) is hereinafter referred to as the "Offering".

The net proceeds of the Offering shall be used by the Corporation substantially in accordance with the disclosure set out under the heading "Use of Proceeds" (and subject to the qualifications stated therein) in the Prospectus Supplement (as hereinafter defined).

The Corporation has prepared and filed a preliminary short form base shelf prospectus dated December 17, 2018 (the "Preliminary Base Shelf Prospectus") and a final short form base shelf prospectus dated March 11, 2019 (the "Final Base Shelf Prospectus") in respect of the offering of common shares, warrants, subscription receipts, units and debt securities for an aggregate offering price of up to $300,000,000.

The Offering shall take place in the Qualifying Jurisdictions (as hereinafter defined) and in the United States, provided, however, that offers and sales of the Purchased Shares and any Additional Shares in the United States shall be made only (i) to Qualified Institutional Buyers (as hereinafter defined) on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act (as hereinafter defined) provided by Rule 144A (as hereinafter defined) and (ii) by the Corporation in the United States to a limited number of substituted purchasers who are U.S. Accredited Investors (as hereinafter defined) on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act (as hereinafter defined) provided by Rule 506 of Regulation D (as hereinafter defined) and, in each case, pursuant to exemptions from the securities laws of the states of the United States, as applicable, and in all cases, in accordance with United States securities laws and the provisions of Schedule "A" to this Agreement. The Underwriters, on their own behalf and on behalf of their U.S. Affiliates (as hereinafter defined), and the Corporation acknowledge that Schedule "A" (and exhibits thereto) forms part of this Agreement and is incorporated by reference herein.

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Based upon and subject to the terms and conditions set out below, the Underwriters hereby severally and not jointly, nor jointly and severally, agree to purchase from the Corporation on the Closing Date (as hereinafter defined), in the respective percentages set out in Section 6 of this Agreement, and the Corporation hereby agrees to sell to the Underwriters, all, but not less than all, of the Purchased Shares at the Purchase Price per Purchased Share, and, in the event and to the extent the Over-Allotment Option granted to the Underwriters pursuant to Section 11 of this Agreement is exercised by the Underwriters, the Corporation agrees to sell to each of the Underwriters, and each of the Underwriters agrees severally and not jointly, nor jointly and severally, to purchase from the Corporation, the respective percentage of the Additional Shares set forth opposite the name of such Underwriter in Section 6 of this Agreement at the Purchase Price per Additional Share.

The Underwriters propose to offer the Purchased Shares and any Additional Shares at the Purchase Price specified above. After a reasonable effort has been made to sell all of the Purchased Shares and any Additional Shares at the Purchase Price, the Underwriters may subsequently reduce the selling prices to investors from time to time in order to sell any of the Purchased Shares and Additional Shares remaining unsold, provided that any such reduction in the Purchase Price shall not affect the gross proceeds paid to the Corporation.

In consideration of the Underwriters' agreement to purchase the Purchased Shares and Additional Shares (if applicable) and the other services to be rendered in connection with the Offering, including assisting in preparing documentation relating to the sale of the Purchased Shares and the Additional Shares including the Prospectus Supplement (and any Supplementary Material (as hereinafter defined)) and distributing the Purchased Shares and the Additional Shares, directly and through other investment dealers and brokers, the Corporation agrees to pay the Underwriters' Fee (as hereinafter defined) to the Underwriters at the Time of Closing (as hereinafter defined).

The additional terms and conditions of this underwriting agreement (the "Agreement") are set forth below.

1. DEFINITIONS

1.1

In this Agreement, including any schedules forming a part of this Agreement:

	(a)	"Acts" means the Securities Acts or equivalent securities regulatory legislation of the Qualifying Jurisdictions and "Act" means the Securities Act or equivalent securities regulatory legislation of a specified Qualifying Jurisdiction;

	(b)	"Additional Shares" means the up to 5,490,000 Common Shares issuable if the Over-Allotment Option is exercised;

(c)

"Agnico Pre-emptive Right" means the contractual pre-emptive right granted to Agnico Eagle Mines Limited pursuant to the amended and restated investor rights agreement dated December 17, 2019 between the Corporation and Agnico Eagle Mines Limited, pursuant to which Agnico Eagle Mines Limited has the pro rata right to participate in any future issuances of securities of the Corporation, including the Offering, to maintain its percentage shareholding, for as long as Agnico Eagle Mines Limited maintains at least 5.0% equity interest in the Corporation;

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	(d)	"AIF" means the Corporation's annual information form dated March 23, 2020 in respect of the year ended December 31, 2019;

	(e)	"Ancillary Documents" means all agreements, certificates and documents executed and delivered, or to be executed and delivered, by the Corporation in connection with the transactions contemplated by this Agreement;

	(f)	"Anti-Money Laundering Laws" has the meaning ascribed thereto in Section 3.1(mmm) hereto;

	(g)	"Applicable Securities Laws" means, in respect of the Offering, collectively the Acts and Regulations having application and the rules, policies, instruments, notices and orders issued by the applicable Regulatory Authorities having application;

	(h)	"Audited Financial Statements" means the audited statement of financial position as at December 31, 2019 and 2018, statement of profit or loss, statement of changes in shareholders' equity and statement of cash flows for the years ended December 31, 2019 and 2018, in each case including the notes thereto and the auditor's reports thereon, all as incorporated by reference in the Prospectuses;

	(i)	"Board of Directors" means the board of directors of the Corporation;

	(j)	"Bring-Down Letter" has the meaning given to that term in Section 4.1(n)(ix) hereto;

	(k)	"Business Day" means a day, other than a Saturday, a Sunday or a day on which chartered banks are not open for business in the City of Vancouver or the City of Toronto;

	(l)	"Camino APA" means the asset purchase agreement dated June 20, 2017, as amended September 29, 2017, between Minera Camino Rojo, S.A. De C.V., the Corporation, Minera Peñasquito, S.A. De C.V. and Goldcorp Inc.;

	(m)	"Camino Rojo Project" means the Camino Rojo project located in the Municipality of Mazapil, State of Zacatecas, near the village of San Tiburcio, in Mexico, as described in the Camino Rojo Technical Report;

	(n)	"Camino Rojo Project Title Opinions" has the meaning given to that term in Section 4.1(n)(iv) hereto;

	(o)	"Camino Rojo Technical Report" means the report entitled "Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project, Municipality of Mazapil, Zacatecas, Mexico" dated effective June 25, 2019, prepared by Carl Defilippi, RM, SME, of Kappes, Cassiday & Associates, Michael Hester, FAusIMM, of Independent Mining Consultants, Inc., Dr. Matthew Gray, Ph.D., C.P.G., of Resource Geosciences Incorporated, and David Hawkins, CPG, of Barranca Group, LLC;

	(p)	"Cassels" has the meaning given to that term in Section 4.1(n)(ii) hereto;

(q)

"CDS" has the meaning given to that term in Section 8.3 hereto;

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	(r)	"Cerro Quema Project" means the Cerro Quema project located in Los Santos Province, Panama, as described in the Cerro Quema Technical Report;

	(s)	"Cerro Quema Technical Report" means the report entitled "Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits" dated August 15, 2014 with an effective date of June 30, 2014, prepared by Eugene Puritch, P.Eng., Richard H. Sutcliffe, P.Geo., Tracy Armstrong, P.Geo., Antoine Yassa, P.Geo., David Burga, P.Geo., Kenneth Kuchling, P.Eng., and Fred Brown, CPG, of P&E Mining Consultants Inc., Gene Tortelli, PE, George Lightwood, PE, and David Brown, P.Geo., of Golder Associates Inc., and Mark Gorman, PE, of Kappes Cassidy and Associates;

	(t)	"CFPOA" has the meaning given to that term in Section 3.1(ddd) hereto;

	(u)	"Closing" means the closing of the Offering pursuant to the terms of this Agreement;

	(v)	"Closing Date" means April 3, 2020, or such other date as may be mutually agreed in writing by the Corporation and the Underwriters;

	(w)	"Closing Materials" has the meaning given to that term in Section 4.1(n)(xi) hereto;

	(x)	"Closing Time" means 8:00 a.m. (Toronto time) or such other time as may be agreed to by the Corporation and the Underwriters on the Closing Date, or in the case of the Over-Allotment Closing, 8:00 a.m. (Toronto time) or such other time as may be agreed to by the Corporation and the Underwriters on the Over-Allotment Closing Date;

	(y)	"Comfort Letter" has the meaning given to that term in Section 4.1(n)(i) hereto;

	(z)	"Commissions" means the applicable securities commission or securities regulatory authority (other than stock exchanges) in the Qualifying Jurisdictions and "Commission" means any one of them;

	(aa)	"Common Shares" means the common shares in the capital of the Corporation;

	(bb)	"Contaminant" means and includes, without limitation, any pollutants, dangerous substances, liquid wastes, hazardous wastes, hazardous materials, hazardous substances or contaminants or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Law;

	(cc)	"Corporation" means Orla Mining Ltd., a corporation incorporated under the federal laws of Canada;

	(dd)	"Corporation Financial Statements" mean the Audited Financial Statements;

	(ee)	"Corporation Subsidiaries" means Orla Mining (Canada) Ltd., CR Acquisitions Ltd., Minerometalurgica San Miguel S. de R.L. de C.V., Minera Cerro Quema S.A., Aurum Exploration Inc., Monitor Gold Corporation and Minera Camino Rojo SA de CV;

	(ff)	"COVID-19 Outbreak" has the meaning given to that term in Section 3.1(ii) hereto;

(gg)

"distribution" (or "distribute" as derived therefrom) has the meaning given to that term in the Securities Act (British Columbia);

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	(hh)	"Environmental Activity" means and includes, without limitation, any present activity, event or circumstance in respect of a Contaminant, including, without limitation, the storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater;

	(ii)	"Environmental Laws" mean and include, without limitation, any and all applicable international, federal, provincial, state, territorial, municipal or local laws, statutes, regulations, treaties, orders, judgments, decrees, ordinances, official directives and all authorizations relating to the environment, occupational health and safety, or any Environmental Activity;

	(jj)	"Final Base Shelf Prospectus" means the final short form base shelf prospectus of the Corporation dated March 11, 2019, including all documents incorporated therein by reference;

	(kk)	"Final Receipt" means the receipt issued by the British Columbia Securities Commission, as principal regulator under NP 11-202, evidencing that a receipt has been, or has been deemed to be, issued for the Final Base Shelf Prospectus in each of the Qualifying Jurisdictions;

	(ll)	"Former Auditors" means Davidson & Company LLP, the former auditors of the Corporation;

	(mm)	"Governmental Authority" means governments, regulatory authorities, governmental departments, agencies, commissions (including the Commissions), stock exchanges, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities:

(a)

having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or

(b)

exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

	(nn)	"IFRS" means International Financial Reporting Standards formulated by the International Accounting Standards Board;

	(oo)	"Information" means all information regarding the Corporation since December 31, 2017, or becomes up to the Closing Date, publicly available through filing on SEDAR and includes, but is not limited to, all material change reports, press releases, financial statements and management's discussion and analysis of the Corporation;

(pp)

"Layback Agreement" means the definitive agreement to be entered into between the Corporation and Fresnillo Plc pursuant to which the Corporation would acquire the right to expand the Camino Rojo oxide pit onto part of Fresnillo Plc's mineral concession located immediately to the north of the Corporation's property for total cash consideration of US$62.8 million, such agreement to be on substantially the same terms and conditions as set out in the Layback LOI;

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	(qq)	"Layback LOI" means the non-binding letter of intent dated March 18, 2020 between the Corporation and Fresnillo Plc with respect to the acquisition by the Corporation of the right to expand the Camino Rojo oxide pit onto part of Fresnillo Plc's mineral concession located immediately to the north of the Corporation's property for total cash consideration of US$62.8 million;

	(rr)	"Lead Underwriter" means Stifel Nicolaus Canada Inc.;

	(ss)	"Legal Opinions" has the meaning given to that term in Section 4.1(n)(ii) hereto;

	(tt)	"Licenses" has the meaning given to that term in Section 3.1(z) hereto;

	(uu)	"Loan Agreement" means the loan agreement dated December 18, 2019 among the Corporation, Trinity Capital Partners Corporation and a syndicate of other lenders;

	(vv)	"Material Adverse Effect" when used in connection with an entity means any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision by the board of directors is probable), fact, event, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), properties, capitalization, affairs, condition (financial or otherwise) or results of operations of such entity and its parent or subsidiaries (if applicable), taken as a whole whether or not arising in the ordinary course of business of such entity;

	(ww)	"material change" has the meaning given to that term in the Securities Act (British Columbia);

	(xx)	"Material Corporation Subsidiaries" means Minera Cerro Quema S.A. and Minera Camino Rojo SA de CV;

	(yy)	"Material Contracts" has the meaning given to that term in Section 3.1(aaa) hereto;

(zz)

"material fact" has the meaning given to that term in the Securities Act (British Columbia);

	(aaa)	"misrepresentation" has the meaning given to that term in the Securities Act (British Columbia);

	(bbb)	"Mountain Gold Lease" means the lease agreement dated January 25, 2018 between the vendor, Mountain Gold Claims LLC, the Corporation and Monitor Gold Corporation, pursuant to which the Corporation may acquire up to a 100% interest in the Monitor Gold Corporation exploration project;

	(ccc)	"Named Executive Officers" means each Chief Executive Officer, each Chief Financial Officer and each of the three most highly compensated executive officers, other than each Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year end;

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	(ddd)	"Newmont Pre-emptive Right" means the contractual pre-emptive right granted to Newmont Corporation pursuant to the investor rights agreement dated November 7, 2017 between the Corporation and Goldcorp Inc. (a subsidiary of Newmont Corporation), pursuant to which Newmont Corporation has the pro rata right to participate in any future issuances of securities of the Corporation, including the Offering, to maintain its percentage shareholding, for as long as Newmont Corporation maintains at least 10.0% equity interest in the Corporation.

	(eee)	"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators;

	(fff)	"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements adopted by the Canadian Securities Administrators;

	(ggg)	"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions adopted by the Canadian Securities Administrators;

	(hhh)	"NI 44-102" means National Instrument 44-102 – Shelf Distributions adopted by the Canadian Securities Administrators;

	(iii)	"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations adopted by the Canadian Securities Administrators;

	(jjj)	"NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions adopted by the Canadian Securities Administrators;

	(kkk)	"Offering" means the offering and sale of the Purchased Shares and any Additional Shares pursuant to the terms and conditions of this Agreement;

	(lll)	"Offering Documents" means, collectively, the Prospectuses, any Supplementary Material and the U.S. Private Placement Memorandum;

	(mmm)	"Officers' Certificate" has the meaning given to that term in Section 4.1(n)(vii) hereto;

	(nnn)	"Over-Allotment Closing Date" means the third Business Day after each notice of exercise of the Over-Allotment Option is delivered to the Corporation, or any earlier or later date as may be agreed to in writing by the Corporation and the Underwriters, each acting reasonably;

	(ooo)	"Over-Allotment Option" means the option to purchase the Additional Shares granted to the Underwriters as set out on page 1 hereof;

	(ppp)	"Over-Allotment Closing" means the purchase of Additional Shares contemplated upon the exercise of the Over-Allotment Option;

	(qqq)	"Person" has the meaning given to that term in the Securities Act (British Columbia);

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	(rrr)	"Preliminary Base Shelf Prospectus" means the preliminary short form base shelf prospectus of the Corporation dated December 17, 2018, including all documents incorporated therein by reference;

	(sss)	"Preliminary Receipt" means the receipt issued by the British Columbia Securities Commission, as principal regulator under NP 11-202, evidencing that a receipt has been, or has deemed to be, issued for the Preliminary Base Shelf Prospectus in each of the Qualifying Jurisdictions;

	(ttt)	"Pre-emptive Rights" means, collectively, the Agnico Pre-emptive Right and the Newmont Pre-emptive Right.

	(uuu)	"Properties" means the properties comprising the Camino Rojo Project and the Cerro Quema Project;

	(vvv)	"Property Rights" has the meaning given to that term in Section 3.1(bb) hereto;

	(www)	"Prospectuses" means collectively the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus and the Prospectus Supplement;

	(xxx)	"Prospectus Supplement" means the shelf prospectus supplement of the Corporation dated March 30, 2020 to the Final Base Shelf Prospectus relating to the distribution of the Purchased Shares and the Additional Shares, including all documents incorporated therein by reference;

	(yyy)	"Purchase Price" has the meaning given to that term on page 1 of this Agreement;

	(zzz)	"Purchased Shares" has the meaning given to that term on page 1 of this Agreement:

	(aaaa)	"Qualified Institutional Buyer" means a "qualified institutional buyer" as that term is defined in Rule 144A;

	(bbbb)	"Qualifying Jurisdictions" means each of the provinces and territories of Canada, excluding Quebec, and "Qualifying Jurisdiction" means any one of them;

	(cccc)	"Regulation D" means Regulation D under the U.S. Securities Act;

	(dddd)	"Regulation S" means Regulation S under the U.S. Securities Act;

	(eeee)	"Regulations" means the securities rules or regulations proclaimed under the Acts and "Regulation" means the securities rules or regulations proclaimed under a specified Act;

	(ffff)	"Regulatory Authorities" means collectively the Commissions and the TSX;

	(gggg)	"Rule 144A" mean Rule 144A adopted by the SEC under the U.S. Securities Act;

	(hhhh)	"SEC" means the United States Securities and Exchange Commission;

	(iiii)	"SEDAR" means the System for Electronic Document Analysis and Retrieval;

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	(jjjj)	"Selling Jurisdictions" means collectively, each of the Qualifying Jurisdictions and any other jurisdictions outside of Canada as mutually agreed to by the Corporation and the Underwriters;

	(kkkk)	"Supplementary Material" means, collectively, any documents supplemental to the Prospectuses including any amending or supplemental prospectus or other supplemental documents (including documents incorporated by reference after the date of the Prospectuses) or similar documents;

	(llll)	"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder as amended from time to time;

	(mmmm)	"Taxes" has the meaning given to that term in Section 3.1(bbb) hereto;

	(nnnn)	"Technical Reports" means, collectively, the Camino Rojo Technical Report and the Cerro Quema Technical Report;

	(oooo)	"template version" has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated by NI 41-101;

	(pppp)	"trade" has the meaning given to that term in the Securities Act (British Columbia);

	(qqqq)	"Transfer Agent" means Computershare Investor Services Inc., the registrar and transfer agent for the Common Shares;

	(rrrr)	"TSX" means the Toronto Stock Exchange;

	(ssss)	"Underwriter" or "Underwriters" has the meaning given to that term on page 1 of this Agreement;

	(tttt)	"Underwriters' Expenses" has the meaning given to that term in Section 5.2 hereto;

	(uuuu)	"Underwriters' Fee" means the cash fee to be paid to the Underwriters at the Closing Time in an amount equal to 5.0% of the gross proceeds received by the Corporation from the issue and sale of the Purchased Shares and any Additional Shares, provided that such cash commission shall be equal to 1.0% of the gross proceeds received by the Corporation from the issue and sale of the Purchased Shares and any Additional Shares to Newmont Corporation, Agnico Eagle Mines Limited, Pierre Lassonde, Trinity Capital Partners Corporation and directors/management of the Corporation. For greater certainty, the "Underwriters' Fee" shall include any proceeds received in respect of the Over-Allotment Option;

	(vvvv)	"United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

	(wwww)	"U.S. Accredited Investor" means an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

	(xxxx)	"U.S. Affiliate" means a duly registered United States broker-dealer affiliate of an Underwriter;

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	(yyyy)	"U.S. Exchange Act" means the United States Securities and Exchange Act of 1934, as amended, and the rules and regulations made thereunder;

	(zzzz)	"U.S. Person" means a "U.S. person" as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

	(aaaaa)	"U.S. Private Placement Memorandum" means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Corporation, acting reasonably, to which will be attached the Prospectus Supplement, to be delivered to any offerees and purchasers of the Purchased Shares and Additional Shares, if any, in the United States in accordance with Schedule "A" hereto, and any exhibits, schedules or attachments thereto;

	(bbbbb)	"U.S. Purchasers" means Qualified Institutional Buyers or U.S. Accredited Investors, as applicable, purchasing Purchased Shares in the United States in accordance with Schedule "A" hereto;

	(ccccc)	"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations made thereunder; and

	(ddddd)	"U.S. Securities Laws" means all applicable securities legislation in the United States, including, without limitation, the U.S. Securities Act, the U.S. Exchange Act and any applicable state securities laws.

1.2	All references to dollar figures in this Agreement are to Canadian dollars.

1.3	In this Agreement, a reference to "the knowledge of the Corporation" means to the knowledge, information and belief of the directors and senior officers of the Corporation after due enquiry.

2. FILING, DELIVERY AND DISTRIBUTION

2.1	The Corporation represents and warrants to the Underwriters that the Corporation has prepared and filed the Preliminary Base Shelf Prospectus with the Commissions and has obtained a Preliminary Receipt for the Preliminary Base Shelf Prospectus, which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Preliminary Base Shelf Prospectus.

2.2

The Corporation represents and warrants to the Underwriters that the Corporation has prepared and filed the Final Base Shelf Prospectus with the Commissions and has obtained a Final Receipt for the Final Base Shelf Prospectus, which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Final Base Shelf Prospectus.

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2.3

The Corporation covenants with the Underwriters that it shall have, by no later than 5:00 p.m. (Toronto time) on March 30, 2020, prepared and filed the Prospectus Supplement with the Commissions, in form and substance satisfactory to the Underwriters, and will promptly fulfil and comply with, to the satisfaction of the Lead Underwriter, acting reasonably, Applicable Securities Laws required to be fulfilled or complied with by the Corporation to enable the Purchased Shares and any Additional Shares to be lawfully distributed to the public in the Qualifying Jurisdictions through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Jurisdictions.

2.4

The Corporation shall permit the Underwriters, acting reasonably, to participate in the preparation of, approve the form of, and review all documents incorporated by reference in, any such Prospectus Supplement (including marketing materials), and any other Ancillary Documents used in connection with the Offering including the U.S. Private Placement Memorandum and shall have allowed the Underwriters to conduct all due diligence investigations that they reasonably require in order to fulfil their obligations as Underwriters under the Applicable Securities Laws. The Corporation shall furnish to the Underwriters all the information relating to the Corporation and its business and affairs as is reasonably requested in connection with the Offering.

2.5	During the distribution of the Purchased Shares and any Additional Shares:

	(a)	the Corporation shall prepare, in consultation with the Lead Underwriter, and approve in writing, prior to such time any marketing materials are provided to potential investors of the Purchased Shares and any Additional Shares, a template version of any marketing materials reasonably requested to be provided by the Underwriters to any such potential investor, such marketing materials to comply with Applicable Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably;

	(b)	the Lead Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to such time such marketing materials are provided to potential investors in the Purchased Shares and any Additional Shares;

	(c)	the Corporation shall file a template version of the English version of any such marketing materials on SEDAR as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Lead Underwriter, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor in the Purchased Shares or any Additional Shares, and any comparables shall be removed from the template version in accordance with NI 44-102 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters, as soon as practicable following such filing; and

	(d)	following the approvals set forth in Sections 2.5(a) to (c), the Underwriters may provide a limited-use version of such marketing materials to potential investors in the Purchased Shares or any Additional Shares in accordance with the Applicable Securities Laws.

2.6

The Corporation and each of the Underwriters, on a several basis, covenants and agrees not to provide any potential investor of the Purchased Shares or any Additional Shares with any marketing materials except for marketing materials which have been approved as contemplated in Section 2.5 and then only to potential investors in the Qualifying Jurisdictions.

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2.7	Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Purchased Shares, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Purchased Shares.

2.8	The distribution of the Purchased Shares and any Additional Shares shall be qualified by the Prospectuses under Applicable Securities Laws in the Qualifying Jurisdictions. The Purchased Shares and/or Additional Shares may also be offered and sold:

	(a)	on a private placement basis in the United States to Qualified Institutional Buyers or U.S. Accredited Investors in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule "A" hereto, the provisions of which are agreed to by the Corporation, the Underwriters and the U.S. Affiliates, and which Schedule "A" forms part of this Agreement and is incorporated by reference herein; and

	(b)	on a private placement basis in such other jurisdictions as the Corporation and the Underwriters (and selling group members appointed by the Underwriters) may agree, provided the distribution of Purchased Shares and/or Additional Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions.

2.9

Until the date on which the distribution of the Purchased Shares and Additional Shares is completed or this Agreement is terminated, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Purchased Shares and Additional Shares, or in the event that the Purchased Shares and the Additional Shares have, for any reason ceased to so qualify, to so qualify again such securities, as applicable, for distribution in the Qualifying Jurisdictions.

2.10

The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with Applicable Securities Laws and the securities laws of all other Selling Jurisdictions and the terms of this Agreement as applicable to the Underwriters.

2.11	Each Underwriter covenants, represents and warrants to the Corporation that it will comply (and will cause selling group members appointed by it to comply), to the extent applicable to the Underwriters, with the rules and policies of the TSX and with all Applicable Securities Laws and the securities laws of all other Selling Jurisdictions.

2.12

The Corporation shall, as soon as practicable after the Prospectus Supplement and any Supplementary Material are prepared, prepare the U.S. Private Placement Memorandum and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum. The U.S. Private Placement Memorandum shall contain a letter to be completed by Qualified Institutional Buyers or a separate letter to be completed by U.S. Accredited Investors, as applicable, that sets forth the terms and conditions of their potential purchase and the restrictions on transfer, exercise, offer or sale of the Purchased Shares and any Additional Shares, if any.

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3. REPRESENTATIONS AND WARRANTIES

3.1	The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement, that:

	(a)	the Corporation has been duly incorporated and is validly existing under the laws of Canada, has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by the Corporation or, to the knowledge of the Corporation, by any Person, voluntary or otherwise, requiring or authorizing the dissolution, liquidation or winding-up of the Corporation;

	(b)	the Corporation has all requisite corporate power and authority to: (i) issue and sell the Purchased Shares and the Additional Shares, and (ii) enter into and carry out its obligations under this Agreement and the Ancillary Documents;

	(c)	the Corporation and the Corporation Subsidiaries are duly registered and licensed to carry on business in the jurisdictions in which they carry on business or own property where required under the laws of that jurisdiction;

	(d)	the only subsidiaries of the Corporation are the Corporation Subsidiaries and the only Corporation Subsidiaries that are material to the Corporation are the Material Corporation Subsidiaries;

	(e)	each Corporation Subsidiary is duly organized and validly existing under the laws of its jurisdiction of incorporation and each has the corporate power to own or lease its property and assets and to carry on the business now being conducted by it or proposed to be conducted;

	(f)	except as disclosed in the Offering Documents, the Corporation is, directly or indirectly, the beneficial owner of all of the issued and outstanding shares in the capital of each Corporation Subsidiary, and holds such shares free and clear of any encumbrances;

	(g)	except as disclosed in the Offering Documents, no Person has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming (i) an agreement or option for the purchase or acquisition of any of the shares of the Corporation Subsidiaries or (ii) any agreement for the purchase, subscription, allotment or issuance of any unissued shares or other securities of any of the Corporation Subsidiaries;

	(h)	no proposed acquisition by the Corporation has progressed to a state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and that, if completed by the Corporation at the date of the Prospectus Supplement, would be a "significant acquisition" for the purposes of Applicable Securities Laws in Canada, in each case, that would require the prescribed disclosure in the Prospectus Supplement pursuant to such laws;

(i)

each of the Corporation and the Corporation Subsidiaries is carrying on its business in material compliance with all applicable laws, rules and regulations of their respective jurisdiction;

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	(j)	the Corporation is in compliance with its timely and continuous disclosure obligations under the Applicable Securities Laws and the rules, policies and regulations of the TSX and, without limiting the generality of the foregoing, there has not occurred any material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Corporation or the ability of the Corporation to perform its obligations under this Agreement or the Ancillary Documents which has not been publicly disclosed on a non-confidential basis and all the statements set forth in the Information are true, correct, and complete in all material respects and do not contain any misrepresentation as of the date of such statements and the Corporation has not filed any confidential material change reports since the date of such statements;

	(k)	to the knowledge of the Corporation, none of its directors or officers are currently, or have been in the past, subject to any order or ruling of any securities regulatory authority or stock exchange that currently prohibits, or has prohibited, such individual from acting as a director or officer of a public company or any company listed on a stock exchange;

	(l)	the AIF is in all material respects in the form required by Form 51-102F2 as prescribed by NI 51-102;

	(m)	the Corporation is eligible to file with each of the Qualifying Jurisdictions a prospectus in the form of a short form prospectus under NI 44-101 and a short form prospectus in the form of a base shelf prospectus under NI 44-102, and to otherwise avail itself of the Final Base Shelf Procedures with respect to the distribution of the Purchased Shares and any Additional Shares, and on the date of and upon filing of the Prospectus Supplement there will be no documents required to be filed under the Applicable Securities Laws of the Qualifying Jurisdictions in connection with the Offering that will not have been filed as required;

	(n)	the Final Base Shelf Prospectus complies with, and the Prospectus Supplement and Supplementary Material will, as of their respective dates, comply with, all applicable requirements of Applicable Securities Laws, including NI 44-101 and NI 44-102;

	(o)	the Final Base Shelf Prospectus and, prior thereto, a Preliminary Base Shelf Prospectus (in the English language) regarding the issue and sale of the Purchased Shares and any Additional Shares, have been filed with each of the Commissions, and receipts therefor have been issued by or on behalf of each of the Commissions, which receipts continue to be effective;

	(p)	the representations, warranties and covenants of the Corporation set out in Schedule "A" to this Agreement are hereby incorporated by reference;

	(q)	the Corporation is a reporting issuer under the securities laws of each of the provinces and territories of Canada and is not in default of any requirement of the Applicable Securities Laws and the Corporation is not included on a list of defaulting reporting issuers maintained by the securities regulatory authorities of any of the provinces or territories of Canada;

(r)

the Common Shares are listed for trading on the TSX and the Corporation has not been noted in default by the TSX of any of the listing requirements of the TSX applicable to the Corporation as of the date hereof, and prior to the Closing Time, the Common Shares issuable pursuant to the Offering will have been conditionally approved for listing on the TSX, subject to fulfillment by the Corporation of the standard listing conditions of the TSX;

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	(s)

	(i)	(A) the Camino Rojo Technical Report complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and the Camino Rojo Technical Report reasonably presented the quantity of mineral resources and mineral reserves, as applicable, attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the Camino Rojo Technical Report was prepared; and (B) the Corporation made available to the authors of the Camino Rojo Technical Report, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided;

	(ii)	all of the material assumptions underlying the mineral resource and mineral reserve estimates, as applicable, in the Camino Rojo Technical Report are, to the knowledge of the Corporation, reasonable and appropriate and the estimates of mineral resources and mineral reserves as described in the Offering Documents comply in all material respects with Applicable Securities Laws in Canada, subject to current technical reports superseding prior reports;

	(iii)	the information set forth in the Offering Documents relating to mineral resources and mineral reserves required to be disclosed therein pursuant to Applicable Securities Laws in Canada has been prepared by the Corporation and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of Applicable Securities Laws in Canada; and

	(iv)	the Corporation is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby and there has been no change in respect thereof that would require the filing by the Corporation of a new technical report under NI 43-101.

	(t)	the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 187,192,168 Common Shares are issued and outstanding as of the date of this Agreement, and such outstanding Common Shares are validly issued, fully paid and non-assessable, and none of the outstanding shares of the Corporation have been issued in violation of any of the pre-emptive or similar rights of any securityholder of the Corporation or of any other person;

(u)

except for the Pre-emptive Rights or as disclosed in the Offering Documents or annual equity compensation grants made in the ordinary course, no Person has any agreement, option, warrant, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement, option, warrant, right or privilege for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of the Corporation or the Corporation Subsidiaries;

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	(v)	upon their issuance against payment of the Purchase Price therefor, the Common Shares comprising the Purchased Shares and any Additional Shares will be validly issued and outstanding as fully paid and non-assessable Common Shares of the Corporation;

	(w)	the Transfer Agent, at its principal office in the City of Vancouver, British Columbia, has been duly appointed as registrar and transfer agent in respect of the Common Shares;

	(x)	the minute books of the Corporation made available to counsel for the Underwriters in connection with its due diligence investigation of the Corporation for the periods from January 1, 2018 to the date of examination thereof are all of the minute books of the Corporation and contain the articles of incorporation and by-laws of the Corporation from the date of incorporation and copies of all proceedings (or certified copies thereof) of the shareholders, the boards of directors and all committees of the boards of directors of the Corporation other than those in draft form and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the boards of directors of the Corporation not reflected in such minute books and other records, other than those which are not material in the context of the Corporation as of the date hereof;

	(y)	none of the offering and sale of the Purchased Shares and any Additional Shares, the execution and delivery of this Agreement, the Prospectuses or the Ancillary Documents, the compliance by the Corporation with the provisions of this Agreement, the Prospectuses and the Ancillary Documents or the consummation of the transactions contemplated herein and therein, do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except as have been obtained, or will be obtained on or before the Closing Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation is a party or by which it is bound, or the articles of incorporation or by-laws of the Corporation or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation, or any judgment, decree or order binding the Corporation or the Properties or assets of the Corporation, or any statute, rule or regulation applicable to the Corporation and in effect as of the date hereof which could have a Material Adverse Effect on the Corporation;

	(z)	except as disclosed in the Offering Documents, the Corporation and the Corporation Subsidiaries hold all requisite licences, registrations, qualifications, permits, consents, applications and other approvals, as applicable, in respect of any Property Rights (collectively, the "Licenses") necessary for carrying on its business as currently carried on, and, except as disclosed in the Offering Documents, all such Licenses are valid and subsisting and in good standing in all material respects except where the failure to hold such Licenses would not have a Material Adverse Effect on the Corporation, and neither the Corporation nor any Material Corporation Subsidiary has received any notice of proceedings relating to the revocation, adverse modification or cancellation of or any intention to revoke, adversely modify or cancel any of the Licenses or any notice of closure in respect of any of the Licenses;

(aa)

other than pursuant to the Loan Agreement or as disclosed in the Offering Documents, the Corporation or a Corporation Subsidiary is the holder in good standing of all the Licenses free and clear of any encumbrances which would have a Material Adverse Effect on the Corporation, and the Corporation and the Corporation Subsidiaries have no knowledge of any claim of adverse ownership in respect thereof;

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	(bb)	the Corporation and the Corporation Subsidiaries are the absolute legal and beneficial owner of, and have good and marketable title to, the Camino Rojo Project, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those contained in the Loan Agreement or as described in the Offering Documents or the Information, and hold either freehold title, mining leases, mining concessions, mining claims, mining applications or participating interests or other conventional property or proprietary interests or rights (collectively, the "Property Rights"), recognized in Mexico, in respect of the ore bodies and minerals located in the Camino Rojo Project as described in all material respects in the Prospectuses, under valid, subsisting and enforceable documents or recognized and enforceable agreements or instruments, sufficient to permit the Corporation to explore the minerals relating thereto, and the Property Rights for the Camino Rojo Project in which the Corporation has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting. Except as disclosed in the Offering Documents, the Corporation and the Corporation Subsidiaries have the necessary surface rights, access rights, authorizations and other necessary rights and interests relating to its Properties granting the Corporation or a Material Corporation Subsidiary, as applicable, the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Corporation, with only such exceptions as do not materially interfere with the use made by the Corporation and the Material Corporation Subsidiaries of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Corporation or a Material Corporation Subsidiary. The Property Rights in respect of the Properties as disclosed in the Prospectuses constitute a description of all material Property Rights held by the Corporation and the Material Corporation Subsidiaries;

	(cc)	the Properties and Property Rights of the Corporation and the Corporation Subsidiaries in the Cerro Quema Project as disclosed in the Corporation's public record constitute an accurate description of the Properties and all material Property Rights held by the Corporation and the Material Corporation Subsidiaries in the Cerro Quema Project;

	(dd)	except for relinquishment of Property Rights made in the ordinary course, the Properties and Property Rights of the Corporation and the Corporation Subsidiaries, as disclosed in the Prospectuses and the Information, constitute an accurate description of the Properties and all material Property Rights held by the Corporation and the Material Corporation Subsidiaries, and, except as disclosed in the Offering Documents, no other property or assets are necessary for the conduct of the business of the Corporation as currently conducted, except as disclosed in the Offering Documents and the Information, the Corporation does not know of any claim or the basis for any claim that could reasonably be expected to materially and adversely affect the right of the Corporation to use, transfer or otherwise explore for mineral deposits on such Properties and, except as disclosed in the Offering Documents and the Information, none of the Corporation nor any of the Material Corporation Subsidiaries has any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the Property Rights;

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	(ee)	any and all of the agreements and other documents and instruments pursuant to which the Corporation or the Material Corporation Subsidiaries hold its Properties (including any interest in, or right to earn an interest in, any Properties) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Corporation and the Material Corporation Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such Properties are in good standing in all material respects under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation derives the interests thereof in such Properties are in good standing in all material respects and there has been no material default under any such lease, licence or claim and all taxes required to be paid with respect to such Properties to the date hereof have been paid. None of the Properties (or any interest in, or right to earn an interest in, any Properties) of the Corporation and the Material Corporation Subsidiaries is subject to any right of first refusal or purchase or acquisition right;

	(ff)	the Corporation and each Material Corporation Subsidiary is in material compliance with all laws and regulations respecting employment and employment practices, terms and conditions of employment, pay equity and wages and the Corporation has not and is not engaged in any unfair labour practice, there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending or, to the knowledge of the Corporation, threatened against the Corporation or any Material Corporation Subsidiary, no union representation question exists respecting the employees of the Corporation or any Material Corporation Subsidiary and no collective bargaining agreement is in place or currently being negotiated by the Corporation or any Material Corporation Subsidiary and there are no outstanding orders under employment or human rights legislation in any jurisdiction in which the Corporation or the Corporation Subsidiaries carry on business or have employees, and all benefit and pension plans of the Corporation and any Material Corporation Subsidiary, as applicable, are funded in accordance with applicable laws;

	(gg)	all material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and payments for any plan for any officer, director, employee or consultant of the Corporation or any Material Corporation Subsidiary have been accurately reflected in the books and records of the Corporation;

	(hh)	there has not been in the last three years and there is not currently any labour disruption or conflict which could reasonably be expected to have a Material Adverse Effect on the Corporation as a whole;

	(ii)	except as mandated by the government, which government mandates have not materially affected the Corporation and the Corporation Subsidiaries, as at the date of this Agreement, there has been no closure, suspension or disruption to, the operations or workforce productivity of the Corporation and the Corporation Subsidiaries as a result of the novel coronavirus disease (COVID-19) outbreak (the "COVID-19 Outbreak"). The Corporation has been monitoring the COVID-19 Outbreak and the potential impact at all of its operations and has put appropriate control measures in place to ensure the wellness of all of its employees and surrounding communities where the Corporation and the Corporation Subsidiaries operate while continuing to operate;

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	(jj)	neither the Corporation nor any Material Corporation Subsidiary has any responsibility or obligation to pay or have paid on its behalf any material commission, royalty or similar payment to any person with respect to its Property Rights as of the date hereof, other than a 4% net smelter royalty payable to the Government of Panama with respect to the Cerro Quema Project, a 2% net smelter royalty pursuant to the Camino APA and a 3% net smelter royalty pursuant to the Mountain Gold Lease or otherwise as disclosed in the Technical Reports;

	(kk)	the Corporation and the Material Corporation Subsidiaries are in compliance in all respects with all material terms and provisions of all Material Contracts, and all such Material Contracts are valid and binding against the Corporation or the Material Corporation Subsidiaries in accordance with their terms and are in full force and effect, and no breach or default by the Corporation or the Material Corporation Subsidiaries or event which, with notice or lapse of time or both, could constitute a material breach or material default by the Corporation, exists with respect thereto;

	(ll)	all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue the Common Shares (including upon exercise of the Over-Allotment Option) as fully paid and non-assessable common shares of the Corporation;

	(mm)	the execution and delivery of this Agreement and the performance of the transactions contemplated hereby, including the execution and delivery of any Ancillary Documents related thereto, have been authorized by all necessary corporate action of the Corporation and upon the execution and delivery thereof shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation, in accordance with their terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that the enforcement of the rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law;

	(nn)	at the Closing Time, all consents, approvals, permits, authorizations, exemptions or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement, the issuance and sale of the Purchased Shares and any Additional Shares, and the consummation of the transactions contemplated hereby and thereby have been made or obtained, as applicable, other than filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws;

	(oo)	the execution and delivery of this Agreement and the performance by the Corporation of its obligations hereunder, the issue and sale of the Purchased Shares and any Additional Shares, and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, whether after notice or lapse of time or both, (i) any statute, rule or regulation applicable to the Corporation and, if applicable, the Corporation Subsidiaries, including Applicable Securities Laws; (ii) the constating documents, articles or resolutions of the Corporation and, if applicable, the Corporation Subsidiaries, which are in effect at the date hereof; (iii) any material contract, mortgage or indenture to which the Corporation and, if applicable, the Corporation Subsidiaries, are party or by which they are bound; or (iv) any judgment, decree or order binding the Corporation and, if applicable, the Corporation Subsidiaries, or the property or assets of the Corporation and, if applicable, its Corporation Subsidiaries;

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	(pp)	the assets of the Corporation and each Corporation Subsidiary and the business and operations thereof are insured against loss or damage with responsible third-party insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Corporation and each Corporation Subsidiary has not failed to promptly give any notice of any claim thereunder;

	(qq)	the Corporation Financial Statements, which are incorporated by reference in the Prospectus Supplement, have been prepared in conformity with IFRS applied on a consistent basis throughout the periods involved and present fairly, in all material respects, the financial position of the Corporation at the dates thereof, the financial performance and cash flows of the Corporation for the periods then ended, in accordance with IFRS;

	(rr)	at all relevant times the Corporation's auditors who audited the Corporation Financial Statements are and have been independent public accountants as required under Applicable Securities Laws in Canada and there has never been a reportable event (within the meaning of NI 51-102) between the Corporation and any of the Corporation's current or former auditors nor has there been any event which has led any of the Corporation's current or former auditors to threaten to resign as auditors;

	(ss)	no order preventing, ceasing or suspending trading in any securities of the Corporation or prohibiting the issue of securities by the Corporation has been issued by any regulatory authorities and remains outstanding and no proceedings for either of such purposes have been instituted or threatened, or to the best of the knowledge of the Corporation, are pending or contemplated by any regulatory authorities;

	(tt)	the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

	(uu)	there are no material liabilities of the Corporation, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Corporation Financial Statements or the related management's discussion and analysis except those incurred in the ordinary course of business since December 31, 2019;

	(vv)	since December 31, 2019, and excluding expenditures in the ordinary course of business, there has not been any adverse material change of any kind whatsoever in the financial position or condition of the Corporation or any damage, loss or other change of any kind whatsoever in circumstances materially affecting its business or assets, taken as a whole, or the right or capacity of it to carry on its business, such business having been carried on in the ordinary course;

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	(ww)	neither the Corporation nor any of the Corporation Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any Person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;

	(xx)	except as disclosed to the Underwriters or as disclosed in the Offering Documents, none of the Corporation or any Corporation Subsidiary has approved, is contemplating, has entered into any agreement in respect of, or has knowledge of, as applicable:

	(i)	the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation or any Corporation Subsidiary whether by asset sale, transfer of shares or otherwise;

	(ii)	the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or any Corporation Subsidiary or otherwise) of the Corporation or any Corporation Subsidiary; or

	(iii)	a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation;

	(yy)	the Layback LOI is in good standing in accordance with its terms and the Corporation is not aware of any facts or circumstances that would cause it to believe that (i) the Layback LOI will be terminated; (ii) the Corporation will not be able to enter into the Layback Agreement; (iii) the transactions contemplated by the Layback LOI will not be completed pursuant to the Layback Agreement on substantially the same terms and conditions as set out in the Layback LOI; or (iv) the benefits to the Corporation of the transactions contemplated by the Layback LOI will not be realized;

	(zz)	the directors, officers and key employees of the Corporation and the compensation arrangements with respect to the Named Executive Officers are as disclosed in all material respects in the Prospectuses and, except as disclosed therein, there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever materially affecting the Corporation;

	(aaa)	all contracts and agreements material to the Corporation and the Corporation Subsidiaries other than those entered into in the ordinary course of business and its business as presently conducted and taken as a whole (collectively the "Material Contracts") have been disclosed in the Prospectuses or the Information;

	(bbb)	all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, customs and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by the Corporation and the Corporation Subsidiaries have been paid. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Corporation Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Corporation, no examination of any tax return of the Corporation or the Corporation Subsidiaries is currently in progress and there are no material issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation or the Corporation Subsidiaries;

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	(ccc)	the Corporation has established on its books and records reserves that are adequate for the payment of all Taxes not yet due and payable and there are no liens for Taxes on the assets of the Corporation and, to the knowledge of the Corporation, there are no audits pending of the tax returns of the Corporation (whether federal, state, provincial, local or foreign) and there are no claims which have been or may be asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any governmental agency of any deficiency that would result in a Material Adverse Effect on the Corporation;

	(ddd)	none of the Corporation nor any of the Corporation Subsidiaries, nor, to the knowledge of the Corporation, any other Person associated with or acting on behalf of the Corporation or any Corporation Subsidiary, including, without limitation, any director, officer, agent or employee of the Corporation or the Corporation Subsidiaries (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; (iii) violated any provision of the Corruption of Foreign Public Officials Act (Canada) (the "CFPOA"); or (iv) made any other unlawful payment; and the Corporation and the Corporation Subsidiaries will monitor their respective businesses to ensure compliance with the CFPOA and, if violations of the CFPOA are found, will take remedial action to remedy such violations;

	(eee)	there are no actions, suits, proceedings or inquiries pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation at law or in equity or before or by any Governmental Authority, domestic or foreign, which in any way has or would reasonably be expected to have a Material Adverse Effect, nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority, and, to the Corporation's knowledge, there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, which, in each case, if determined adversely to the Corporation, would individually or in the aggregate have a Material Adverse Effect, or which adversely affects or may adversely affect the distribution of the Purchased Shares and any Additional Shares or which would impair the ability of the Corporation to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained herein;

	(fff)	except as disclosed in the Prospectuses, none of the directors, officers or employees of the Corporation, any person who owns, directly or indirectly, more than 10% of any class of Common Shares of the Corporation or securities of any person exchangeable for more than 10% of any class of securities of the Corporation, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including any loan made to or by any such person) with the Corporation which, as the case may be, materially affects, is material to or will materially affect the Corporation;

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(ggg)

except to the extent that any violation or other matter referred to in this subsection does not have a Material Adverse Effect on the Corporation, taken as a whole:

	(i)	the Corporation and the Material Corporation Subsidiaries are not currently in violation of any Environmental Laws;

	(ii)	to the knowledge of the Corporation, the Corporation and the Corporation Subsidiaries have operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all Contaminants without violation of Environmental Laws;

	(iii)	there have been no material spills, releases, deposits or discharges of hazardous or toxic substances, Contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by the Corporation or any of the Material Corporation Subsidiaries that have not been remedied;

	(iv)	as a result of its operations, no orders, rulings, directions or notices have been issued and remain outstanding or to the knowledge of the Corporation are pending or threatened against the Corporation or any Material Corporation Subsidiary under or pursuant to any Environmental Laws;

	(v)	neither the Corporation nor any Material Corporation Subsidiary has knowledge of, and has not received any notice of, any claim, judicial or administrative proceeding, pending or threatened against it which may materially adversely affect the Corporation or the Material Corporation Subsidiaries relating to or alleging any material violation of Environmental Laws by the Corporation or the Material Corporation Subsidiaries and the Corporation and the Corporation Subsidiaries are not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and the Corporation or the Material Corporation Subsidiaries, to the knowledge of the Corporation, is not the subject of any investigation, evaluation, audit or review by any Governmental Authority to determine whether any material violation of Environmental Laws by it has occurred or is occurring or whether any remedial action is needed;

	(vi)	to the knowledge of the Corporation, the Corporation and the Material Corporation Subsidiaries have not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law;

	(vii)	the Corporation has not failed to report to the proper federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws; and

	(viii)	the Corporation and the Material Corporation Subsidiaries hold all licences, permits and approvals required under any Environmental Laws in connection with the operation of its business as currently conducted and the ownership and use of its assets, all such licences, permits and approvals are in full force and effect, and the Corporation and the Material Corporation Subsidiaries have not received any notification pursuant to any Environmental Laws that any material work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any licence, permit or approval issued pursuant thereto, or that any license, permit or approval referred to above is about to be reviewed, made subject to material limitations or conditions, revoked, withdrawn or terminated;

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	(hhh)	none of the Properties are subject to any claim by any indigenous group and neither the Corporation nor the Material Corporation Subsidiaries is a party to any material disputes with any indigenous groups, nor has the Corporation or any Material Corporation Subsidiary received notice of any legal proceedings with respect to any indigenous land claims in respect of the Properties;

	(iii)	the Corporation and each Material Corporation Subsidiary has conducted and is conducting its business in compliance with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable federal, provincial, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body) and has not received a notice of non-compliance, or knows of, or has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws or regulations which would have a Material Adverse Effect on the Corporation;

	(jjj)	other than with respect to a proposed environmental tax in Zacatecas, Mexico, neither the Corporation nor the Corporation Subsidiaries are aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would have a Material Adverse Effect on business of the Corporation or the business or legal environment under which the Corporation and the Corporation Subsidiaries operate;

	(kkk)	other than the Underwriters pursuant to this Agreement and their respective representatives, including selling group members, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the transactions contemplated herein;

	(lll)	all information which has been prepared by the Corporation relating to the Corporation, the Corporation Subsidiaries and their respective businesses, properties and liabilities and made available to the Underwriters, including all financial and operational information provided to the Underwriters was, as of the date of such information and is as of the date hereof, true and correct in all material respects, taken as a whole, and no fact or facts have been omitted therefrom which would make such information materially misleading;

	(mmm)	the operations of the Corporation and the Corporation Subsidiaries are, and have been conducted at all times, in compliance with the financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the anti-money laundering statutes of all jurisdictions to which they are subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation or the Corporation Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;

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	(nnn)	the form and the terms of the certificates for or electronic forms of, as applicable, the Common Shares have been approved by the Board of Directors, comply with all legal and stock exchange requirements and do not conflict with the Corporation's articles or by-laws;

	(ooo)	the provisions of the Common Shares conform, in all material respects, with the description thereof contained in the Final Base Shelf Prospectus under the heading "Description of Securities";

	(ppp)	on the date of issue, the Purchased Shares and Additional Shares will be qualified investments under the Tax Act and the regulations thereunder as in effect on the date hereof, for a trust governed by a registered retirement savings plan, a registered retirement income fund, a deferred profit sharing plan, a registered education savings plan, a registered disability savings plan and a tax-free savings account each as defined in the Tax Act, subject to the specific provisions of any such plan, but would be a prohibited investment for a trust governed by a tax-free savings account if the holder has a significant interest in the Corporation within the meaning of the Tax Act; and

	(qqq)	the Prospectuses, including any and all Supplementary Material, contain, or will contain, as applicable, no misrepresentation and, together with all of the information incorporated by reference in the Prospectuses, constitute, or will constitute, as applicable, full, true and plain disclosure of all material facts relating to the Corporation, the Purchased Shares and the Additional Shares (excluding information and statements relating solely to the Underwriters and/or provided in writing by the Underwriters) and comply, or will comply, as applicable, in all material respects with Applicable Securities Laws.

3.2	The representations and warranties of the Corporation contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement and remain in full force and effect thereafter for the benefit of the Underwriters for the longer of the period of two years following the Closing Date and the date on which any applicable statutory prospectus liability could apply.

3.3	Each Underwriter severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in entering into this Agreement, that:

	(a)	it is, and will remain so until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder and it is, and will remain so until the completion of the Offering, a member in good standing of the TSX;

	(b)	it will sell (and cause selling group members to sell) the Purchased Shares and any Additional Shares in accordance with Applicable Securities Laws and this Agreement and applicable securities laws in Selling Jurisdictions other than the Qualifying Jurisdictions; and

	(c)	it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.

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3.4	The representations and warranties of the Underwriters contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and shall survive the completion of the transactions contemplated under this Agreement.

4.	ADDITIONAL COVENANTS

4.1	The Corporation covenants and agrees with the Underwriters that it shall:

	(a)	file or cause to be filed with the TSX all required documents and pay all required filing fees, and do or cause to be done all things required by the rules and policies of the TSX, in order to obtain prior to the Closing Date the requisite acceptance or approval of the TSX for: (i) the Offering; and (ii) the conditional listing of the Purchased Shares and the Additional Shares subject only to satisfaction by the Corporation of the standard listing conditions of the TSX, and the Corporation shall thereafter fulfill such listing conditions, if any, within the time period prescribed by the TSX;

	(b)	with respect to the filing of the Prospectus Supplement as contemplated herein, fulfil all legal and regulatory requirements required to be fulfilled by the Corporation in connection therewith, in each case in form and substance satisfactory to the Underwriters as evidenced by the Underwriters' execution of the certificate attached thereto;

	(c)	prior to the completion of the Offering, the Underwriters, their legal counsel and technical consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Corporation and its business operations, properties, assets, affairs, prospects and financial condition. In particular, the Underwriters shall be permitted to conduct all due diligence that they may, in their sole discretion, require in order to fulfil their obligations under Applicable Securities Laws, and in that regard, the Corporation will make available to the Underwriters, their legal counsel and technical consultants, on a timely basis, all corporate and operating records, contracts, resource and reserve reports, technical reports, feasibility studies, financial information, transaction record books, current budgets, current forecasts, reports, key officers, as applicable, and other relevant documentation or information necessary in order to complete the due diligence investigation of the Corporation, and its business operations, properties, assets, affairs, prospects and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate in one or more due diligence sessions to be held prior to the Closing Time at which management of the Corporation, the Former Auditors, the legal counsel of the Corporation and representatives of the authors of the Camino Rojo Technical Reports, shall participate. It shall be a condition to (i) the Underwriters' execution of any certificate in any Offering Document that the Underwriters be satisfied as to the form and substance of the document, and (ii) the delivery of each U.S. Private Placement Memorandum to any purchaser or prospective purchaser that the Underwriters and their U.S. Affiliates be satisfied as to the form and substance of such document;

	(d)	during the period prior to the completion of the Offering, promptly notify the Underwriters in writing of any material change (actual, contemplated or threatened) in the business, affairs, operations, assets or liabilities (contingent or otherwise), financial position or capital of the Corporation, taken as a whole, or of any change which is of such a nature as to result in a misrepresentation in either of the Prospectuses or any Supplementary Material and the Corporation shall, within any applicable time limitation, comply with all filing and other requirements under the Applicable Securities Laws, as a result of any such change; provided, however, notwithstanding the foregoing, the Corporation shall not file any Supplementary Material without first obtaining the approval of the Underwriters as to the form and content thereof, which approval shall not be unreasonably withheld and shall be provided on a timely basis; and, in addition to the foregoing, the Corporation shall, in good faith, discuss with the Underwriters any change in circumstances (actual or proposed) which is of such a nature that there is or ought to be consideration given by the Corporation as to whether notice in writing of such change need be given to the Underwriters pursuant to this subparagraph;

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(e)

During the period from the date of this Agreement to the date of completion of the Offering, the Corporation will promptly provide to the Underwriters, for review by the Underwriters and their counsel, prior to filing with the Commissions:

	(i)	any financial statements of the Corporation;

	(ii)	any proposed document (including without limitation any amendment to, or any new, annual information form, financial statement, management's discussion and analysis, business acquisition report, material change report, news release or information circular) which may be incorporated, or deemed to be incorporated, by reference in the Prospectus Supplement; and

	(iii)	any press release of the Corporation.

	(f)	deliver to the Underwriters duly executed copies of any Supplementary Material required to be filed by the Corporation in accordance with subparagraph (d) above and, if any financial or accounting information is contained in any of the Supplementary Material, an additional Comfort Letter to that required by Section 4.1(n)(i) below;

	(g)	cause commercial copies of the Prospectus Supplement (including the Final Base Shelf Prospectus), the U.S. Private Placement Memorandum and Supplementary Material to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request, as soon as possible after the filing of the Prospectus Supplement, but in any event on or before 12:00 p.m. (Toronto time) on the day after such filing, as applicable, and such delivery will constitute the Corporation's consent to the Underwriters' use of such documents in connection with the Offering;

	(h)	by the act of having delivered each of the Prospectus Supplement (including the Final Base Shelf Prospectus), the U.S. Private Placement Memorandum and any Supplementary Material to the Underwriters, have represented and warranted to the Underwriters that all material information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters to the Corporation in writing expressly for inclusion in the Prospectuses) contained in such documents, at the respective dates of initial delivery thereof, comply with the Applicable Securities Laws and are true and correct in all material respects and in light of the circumstances in which they were made, and that such documents, at such dates, contain no misrepresentation and together constitute full, true and plain disclosure of all material facts relating to the Corporation, the Purchased Shares and the Additional Shares as required by the Applicable Securities Laws and in light of the circumstances in which they were made;

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	(i)	prior to the Closing Time, fulfil to the satisfaction of the Underwriters, acting reasonably, all legal requirements (including, without limitation, compliance with Applicable Securities Laws) to be fulfilled by the Corporation to enable the Purchased Shares and the Additional Shares to be distributed free of trade restrictions in the Qualifying Jurisdictions, subject only to the requirements of Applicable Securities Laws;

	(j)	except to the extent the Corporation participates in a merger, amalgamation or other form of business combination or going private transaction which results in the Corporation ceasing to be a "reporting issuer", use its commercially reasonable efforts to maintain its status as a "reporting issuer" not in default in each of the Qualifying Jurisdictions for a period of two years from the Closing Date;

	(k)	except to the extent the Corporation participates in a merger, amalgamation or other form of business combination or going private transaction which results in the Corporation ceasing to be listed on the TSX, use its commercially reasonable efforts to maintain the listing of its Common Shares on the TSX or such other recognized stock exchange for a period of two years from the Closing Date;

	(l)	the net proceeds of the Offering shall be used by the Corporation substantially in accordance with the disclosure set out under "Use of Proceeds" (and subject to the qualifications stated therein) in the Prospectus Supplement;

	(m)	perform all of the obligations to be performed by it under this Agreement;

	(n)	deliver or cause to be delivered to the Underwriters and their legal counsel, as applicable:

(i)

at the time of execution of the Prospectus Supplement by the Underwriters, a long-form comfort letter (the "Comfort Letter") from the Former Auditors, addressed to the Underwriters and to the directors of the Corporation and dated as of the date of the Prospectus Supplement, in form and content acceptable to the Underwriters, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus Supplement and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation and have found such information and percentages to be in agreement, which comfort letter shall be based on the Former Auditors' reviews having a cut off date of not more than two Business Days prior to the date of the Prospectus Supplement;

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(ii)

at the Closing Time, favourable legal opinions addressed to the Underwriters from Cassels Brock & Blackwell LLP ("Cassels"), Canadian counsel to the Corporation, who may rely on, or, alternatively, provide directly to the Underwriters, the opinions of local counsel as to matters in jurisdictions other than in which Cassels is qualified to practice (the "Legal Opinions"), dated and delivered on the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, and subject to and containing necessary assumptions, qualifications and reliances, with respect to the following matters:

	(A)	the Corporation is a "reporting issuer", or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of any requirement of the Applicable Securities laws in any of the Qualifying Jurisdictions;

	(B)	the Corporation meets the criteria and has complied with the requirements of NI 44-101 and NI 44-102 so as to allow it to offer the Purchased Shares and the Additional Shares using a short form prospectus in the form of a base shelf prospectus;

	(C)	the Corporation is a corporation duly incorporated and validly existing and is in good standing under the federal laws of Canada and has all requisite corporate power and capacity to carry on its business as now conducted as described in the Final Base Shelf Prospectus and Prospectus Supplement and to own, lease and operate its property and assets;

	(D)	the authorized and issued and outstanding share capital of the Corporation;

	(E)	the Corporation has the necessary corporate power and capacity to execute and deliver the Final Base Shelf Prospectus and the Prospectus Supplement and all necessary corporate action has been taken by or on behalf of the Corporation to authorize the execution and delivery by it of each of the Final Base Shelf Prospectus and the Prospectus Supplement and the filing thereof, as the case may be, in each of the Qualifying Jurisdictions under the Applicable Securities Laws;

	(F)	the Corporation has the requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder;

	(G)	(i) the Purchased Shares have been validly issued by the Corporation as fully paid and non-assessable common shares in the capital of the Corporation, and (ii) the Additional Shares issuable on exercise of the Over-Allotment Option will, upon exercise of the Over-Allotment Option and payment of the Purchase Price therefor, be validly issued by the Corporation as fully paid and non-assessable common shares in the capital of the Corporation;

	(H)	the Additional Shares have been duly allotted and reserved for issuance by the Corporation;

	(I)	all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance by the Corporation of its obligations hereunder and to authorize the issuance, sale and delivery of the Purchased Shares and Additional Shares and the grant of the Over-Allotment Option;

	(J)	this Agreement has been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution may be limited by applicable law;

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	(K)	the rights, privileges, restrictions and conditions attaching to the Purchased Shares and the Additional Shares are accurately summarized in all material respects in the Final Base Shelf Prospectus;

	(L)	all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions where purchasers reside have been obtained by the Corporation to qualify the distribution to the public of the Purchased Shares and the Additional Shares in each of the Qualifying Jurisdictions through persons who are registered under Applicable Securities Laws and who have complied with the relevant provisions of Applicable Securities Laws;

	(M)	the Purchased Shares and the Additional Shares have been conditionally approved, or approved, for listing on the TSX, subject only to the standard listing conditions of the TSX;

	(N)	the form and terms of the definitive certificates representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with the Canada Business Corporations Act, the by-laws of the Corporation and the rules, by-laws and policies of the TSX;

	(O)	the execution and delivery of this Agreement, the fulfilment of the terms hereof by the Corporation and the offering, issuance, sale and delivery of the Purchased Shares and the Additional Shares and the grant of the Over-Allotment Option do not and will not result in a breach of or default under, and do not and will note create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of: (A) any statute, rule or regulation applicable to the Corporation; or (B) the constating documents of the Corporation or any resolutions of the directors (or any committee thereof) or shareholders of the Corporation;

	(P)	Computershare Investor Services Inc. has been duly appointed as the transfer agent and registrar for the Common Shares; and

	(Q)	the statements in the Prospectus Supplement under the heading "Eligibility for Investment" in so far as they purport to describe the provisions of the laws referred to therein, are fair and accurate summaries of the matters described therein;

(iii)

at the Closing Time, a favourable legal opinion from local counsel to each of the Material Corporation Subsidiaries, as to (i) the incorporation and existence of each of the Material Corporation Subsidiaries; (ii) the ability of each of the Material Corporation Subsidiaries to carry on its business as presently carried on and to own, lease and operate its properties and assets; (iii) the authorized capital and issued and outstanding share capital of each of the Material Corporation Subsidiaries; and (iv) the ownership of the issued and outstanding securities of each of the Material Corporation Subsidiaries, in form and substance acceptable to the Underwriters, acting reasonably;

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	(iv)	at the Closing Time, favourable legal opinions addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from local counsel to the Corporation with respect to title matters in respect of the Camino Rojo Project (the "Camino Rojo Project Title Opinions");

	(v)	at the Closing Time, pursuant to the Corporation's commercially reasonable efforts, favourable legal opinions addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from local counsel to the Corporation with respect to title matters in respect of the Cerro Quema Project or, failing that, a written assurance from local counsel to the Corporation confirming that the mineral concessions in respect of the Cerro Quema Project remain in good standing.

	(vi)	at the Closing Time, a certificate of compliance (or equivalent) for the Corporation dated within two (2) days of the Closing Date;

	(vii)	at the Closing Time, a certificate (the "Officers' Certificate") of the Corporation signed by its President and Chief Executive Officer and Chief Financial Officer, on behalf of the Corporation, addressed to the Underwriters and their legal counsel and dated as of the Closing Date in form and content acceptable to the Underwriters, acting reasonably, relating to the representations and warranties contained in this Agreement and such other items considered reasonable for a transaction of this nature, including with respect to the following matters;

	(A)	no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Applicable Securities Laws or by any regulatory authority;

	(B)	since the date of the Prospectus Supplement (a) there has been no material adverse change (actual, anticipated, contemplated or, to the knowledge of the Corporation, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation on a consolidated basis, and (b) no transaction has been entered into by the Corporation which is material to the Corporation, other than in the ordinary course of business;

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	(C)	the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct in all material respects as of such date, after giving effect to the transactions contemplated by this Agreement;

	(D)	the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time;

	(E)	since the date of the Prospectus Supplement, there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Base Shelf Prospectus or Prospectus Supplement which fact or change is of such a nature as to render any statement in the Final Base Shelf Prospectus or Prospectus Supplement misleading or untrue in any material respect or which would result in a misrepresentation in the Final Base Shelf Prospectus or Prospectus Supplement or which would result in the Final Base Shelf Prospectus and Prospectus Supplement not complying in all material respects with Applicable Securities Laws;

(viii)

at the Closing Time, a certificate dated the Closing Date signed by the President and Chief Executive Officer and Chief Financial Officer of the Corporation or another officer acceptable to the Underwriters, in form and substance acceptable to the Underwriters, with respect to:

	(A)	the constating documents of the Corporation;

	(B)	the resolutions of the directors of the Corporation relevant to the Offering, including the allotment, issue (or reservation for issue) and sale of the Purchased Shares and the Additional Shares, the grant of the Over-Allotment Option, the authorization of this Agreement, the listing of the Purchased Shares and any Additional Shares on the TSX and the other agreements and transactions contemplated by this Agreement; and

	(C)	the incumbency and signatures of signing officers of the Corporation;

(ix)

at the Closing Time, if any Purchased Shares and/or Additional Shares are sold in the United States or to, or for the account or benefit of, U.S. Persons, the Corporation shall cause a customary and favourable legal opinion to be delivered by Neal, Gerber & Eisenberg LLP, United States counsel to the Corporation, such opinion(s) to be subject to such customary qualifications and assumptions as the Underwriters may agree, acting reasonably, to the effect that no registration of the Purchased Shares and/or any Additional Shares, as applicable, will be required under the U.S. Securities Act in connection with the offer and sale of the Purchased Shares and/or the Additional Shares that actually take place in the United States, provided that the offer and sale of the Purchased Shares and the Additional Shares in the United States is made in accordance with and reliance upon Schedule "A" hereto and the U.S. Private Placement Memorandum (and any executed exhibits, schedules or attachments thereto), it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others, and it being further understood that such counsel shall not be required to provide any legal opinion with regard to the subsequent transfer, resale, pledge, exchange, or other disposition of any of the Purchased Shares or the Additional Shares;

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	(x)	at the Closing Time, a "bring down" of the Comfort Letter (the "Bring-Down Letter") required by Section 4.1(n)(i), dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, confirming the continued accuracy of the Comfort Letter with such changes as may be necessary to bring the information in such letter forward to at least two (2) Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriters, acting reasonably; and

	(xi)	at the Closing Time, such other materials (the "Closing Materials") as the Underwriters may reasonably require and as are customary in a transaction of this nature, and the Closing Materials will be addressed to the Underwriters and to such parties as may be reasonably directed by the Underwriters and will be dated as of the Closing Date or such other date as the Underwriters may reasonably require;

	(o)	from and including the date of this Agreement through to and including the Closing Time, use commercially reasonable efforts to do all such acts and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain materially true and correct and not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect;

	(p)	subject to compliance with Applicable Securities Law, any press release of the Corporation relating to the Offering will be provided in advance to the Lead Underwriter on behalf of the Underwriters, and the Corporation will agree to the form and substance thereof with the Lead Underwriter on behalf of the Underwriters, each acting reasonably, prior to the release thereof;

	(q)	commencing on March 26, 2020 and ending on the date which is 90 days following the Closing Date not to, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional Common Shares or any securities exercisable for or convertible into or exchangeable for Common Shares, without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld or delayed, other than pursuant to:

	(i)	the Offering;

	(ii)	the grant or exercise of stock options and other similar issuances pursuant to any stock option plan of the Corporation or similar share compensation arrangements in place prior to the date of this Agreement (provided that in the case of new grants, the exercise price of such stock options or compensation arrangement will be no less than the Purchase Price);

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	(iii)	the grant of restricted share units;

	(iv)	the issuance of Common Shares upon the exercise of convertible securities, warrants, stock options, or any other commitment or agreement outstanding prior to the date hereof; and

(r)

to cause all executive officers and directors to agree not to sell, transfer, assign, pledge or otherwise dispose of any Common Shares or other securities of the Corporation owned, directly or indirectly, by such executive officers or directors, in whole or in part, or enter into any agreement or arrangement under which the economic consequences of the ownership of the securities of the Corporation is transferred, for a period commencing on March 26, 2020 and ending on the date which is 90 days after the Closing Date, subject to certain exceptions to be set out in such lock up agreement, without prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld or delayed.

4.2	The Corporation will immediately inform the Underwriters at first orally, and then in writing, during the period prior to the completion of the Offering of the full particulars of:

	(a)	any material change (whether actual, anticipated, threatened, contemplated or proposed) in respect of the Corporation;

	(b)	any material fact (whether actual, anticipated, threatened, contemplated or proposed) that would have been required to have been stated in any of the Offering Documents had that fact arisen or been discovered on, or prior to, the date of the Offering Documents, as the case may be; and

	(c)	any change (whether actual, anticipated, threatened, contemplated or proposed by, to or against) in any material fact or any misstatement of any material fact contained in any of the Offering Documents, or the coming into existence of any new material fact,

	in all cases which change or new material fact is, or could reasonably be expected to be, of such a nature as:

	(d)	to render any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change or new material fact, misleading or untrue in any material respect or could result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation;

	(e)	could result in any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Applicable Securities Laws; or

	(f)	to constitute a Material Adverse Effect as it relates to the Corporation.

In addition to the provisions of Section 4.2, the Corporation will, in good faith, discuss with the Underwriters, any change, event, development or fact, contemplated, anticipated, threatened or proposed, in Section 4.2 that is of such a nature that there may be reasonable doubt as to whether written notice should be given to the Underwriters under Section 4.2 of this Agreement and will consult with the Underwriters with respect to the form and substance of any Supplementary Material proposed to be filed or delivered by the Corporation, it being understood and agreed that no such Supplementary Material will be filed by the Corporation with any Commission or delivered to any purchaser or prospective purchaser until the Underwriters and their legal counsel (i) have been given a reasonable opportunity to review, and (ii) approve such material, acting reasonably.

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4.3	Each Underwriter severally covenants and agrees with the Corporation that it shall:

	(a)	fulfil and cause any other selling group members to fulfil all legal requirements (including, without limitation, compliance with Applicable Securities Laws) to be fulfilled by it in connection with the Offering in the Qualifying Jurisdictions and other jurisdictions where Purchased Shares and any Additional Shares are distributed (and the Underwriters will provide, upon reasonable request, all available documentation evidencing compliance with such legal requirements of such other jurisdictions) upon the terms of the Underwriting Agreement, and ensure that no prospectus, registration statement or offering memorandum is required to be filed and/or delivered by the Corporation in any other jurisdictions;

	(b)	promptly notify the Corporation when the Underwriter has ceased distribution of the Purchased Shares and any Additional Shares and shall promptly provide a written breakdown of the number of Purchased Shares and any Additional Shares distributed in each of the Qualifying Jurisdictions;

	(c)	upon being satisfied, acting reasonably, that the Prospectus Supplement and any amendments thereto is in a form satisfactory for filing with the Commissions, execute each of the Prospectus Supplement and any amendments thereto, as the case may be, presented to the Underwriter for execution, and the Underwriter will use its reasonable best efforts to assist the Corporation in obtaining the requisite approvals of the Regulatory Authorities in connection with the preparation and filing of such documents;

	(d)	the Underwriters will comply with the obligations set out in Schedule "A" to this Agreement; and

	(e)	execute all such other documents and materials as may reasonably be required and as are customary in a transaction of this nature.

5.	UNDERWRITERS' FEES AND EXPENSES

5.1	In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Fee.

5.2

The Corporation will pay, whether or not the Offering is completed, all of its costs and the reasonable costs of the Underwriters (the "Underwriters' Expenses") in connection with such Offering, including the reasonable fees and disbursements of its counsel and of counsel to the Underwriters (which fees shall not exceed $135,000 exclusive of disbursements and taxes in respect of Canadian counsel to the Underwriters) plus all applicable taxes, fees of outside consultants (if any, subject to the Corporation and the Lead Underwriter agreeing on the use of such consultants in advance), filing fees, TSX listing fees, the costs and expenses of any securities or other filings required to be made in connection with the Offering, printing costs, the preparation and holding of information meetings, the out-of-pocket expenses including all of the Underwriters' travel expenses in connection with due diligence and marketing meetings. At the option of the Underwriters, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation at Closing.

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6.	THE UNDERWRITERS

6.1	The subscription by the Underwriters for the Purchased Shares and any Additional Shares shall be as to the following percentages:

Stifel Nicolaus Canada Inc.	60.0	%
Desjardins Securities Inc.	20.0	%
Paradigm Capital Inc.	14.0	%
Cormark Securities Inc.	6.0	%

6.2

The rights and obligations of the Underwriters under this Agreement, including but not limited to the right and obligation to subscribe for the Purchased Shares and any Additional Shares and the entitlement to the Underwriters' Fee, will be several (as distinguished from joint) rights and obligations for each Underwriter. Except as otherwise specifically provided in this Agreement, the rights and obligations of the Underwriters will be divided in the proportions in which the Underwriters participate in the Offering. If an Underwriter (a "Refusing Underwriter") fails to subscribe for its applicable percentage of the Purchased Shares and any Additional Shares (the "Defaulted Securities") which that Underwriter has agreed to subscribe for under this Agreement, the remaining Underwriters (the "Continuing Underwriters") shall have the right, but shall not be obligated, to subscribe for all but not less than all, of the Defaulted Securities pro rata according to the number of Purchased Shares or Additional Shares to have been acquired by the Continuing Underwriters under this Agreement or in the proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be subscribed for by the Refusing Underwriter does not exceed 15% of the aggregate number of Purchased Shares and any Additional Shares, the Continuing Underwriters will be obligated to subscribe for the Defaulted Securities on the terms set out in this Agreement in proportion to their obligations under this Agreement. In all other cases, if the Continuing Underwriters do not elect to subscribe for the Defaulted Securities the Corporation shall be entitled to terminate its obligation under this Agreement in which event there shall be no further liability on the part of the Corporation or the Continuing Underwriters except under Section 9.

6.3

The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from Sections 6 and 9 hereof, and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

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7.	CONDITIONS PRECEDENT

7.1	The following are conditions to the obligations of the Underwriters to complete the transactions contemplated in this Agreement, which conditions may be waived in writing in whole or in part by the Underwriters in their sole discretion:

	(a)	all actions required to be taken by or on behalf of the Corporation, including, without limitation, the passing of all requisite resolutions of directors of the Corporation approving the transaction contemplated hereunder, will have been taken so as to approve the Prospectuses and the U.S. Private Placement Memorandum, to obtain the conditional approval of the TSX to the Offering and to validly offer, sell and distribute the Purchased Shares, grant the Over-Allotment Option and sell and distribute the Additional Shares;

	(b)	there shall be no requirement under applicable law and no requirement imposed on the Corporation by the Regulatory Authorities to obtain, nor shall the Corporation voluntarily seek, shareholder approval of the Offering or of the issuance of the Purchased Shares or Additional Shares;

	(c)	the Corporation will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Regulatory Authorities for the Offering and the Prospectuses to permit the Corporation to complete its obligations hereunder;

	(d)	the Corporation will have, within the required time set out hereunder, delivered or caused to be delivered the required Comfort Letter, Legal Opinions, Camino Rojo Project Title Opinions, Officers' Certificate, U.S. legal opinions, Bring-Down Letter and any other Closing Materials as the Underwriters may reasonably request no less than 48 hours prior to the Closing Time in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, provided that, in the event the Camino Rojo Project Title Opinion is not available or the content is not acceptable to the Underwriters as a result of any government closure in light of COVID-19, the Camino Rojo Project Title Opinion shall not be a condition to the obligations of the Underwriters to complete the transactions contemplated by this Agreement;

	(e)	no order ceasing or suspending trading in any securities of the Corporation, or ceasing or suspending trading by the directors, executive officers or promoters of the Corporation, or any one of them, or prohibiting the trade or distribution of any of the securities referred to herein will have been issued and no proceedings for such purpose, to the knowledge of the Corporation, will be pending or threatened;

(f)

as of the Closing Time, there shall be no reports or information that in accordance with the requirements of Regulatory Authorities, must be made publicly available by the Corporation as at the Closing Time in connection with the issue of the Purchased Shares and the Additional Shares that have not been made publicly available by the Corporation as required, no contracts, documents or other materials required to be filed with Regulatory Authorities by the Corporation in connection with the Prospectuses that have not been filed by the Corporation as required and delivered to the Underwriters, and no contracts, documents or other materials required to be described or referred to in the Prospectuses or the U.S. Memorandum that are not described or referred to as required and delivered to the Underwriters;

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	(g)	the Underwriters shall have received at the Closing Time a letter from the Transfer Agent of the Corporation dated the Closing Date and signed by an authorized officer of such transfer agent confirming the issued and outstanding capital of the Corporation;

	(h)	the Underwriters not having exercised any rights of termination set forth in this Agreement;

	(i)	there shall not have occurred prior to the Closing Time, any adverse material change (actual, anticipated, contemplated or, to the knowledge of the Corporation, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), financial position or capital of the Corporation on a consolidated basis;

	(j)	the Corporation will have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement, including, without limitation, all requirements for approval of the Offering and the listing and posting for trading of the Purchased Shares and the Additional Shares on the TSX as required to be provided prior to the Closing Time; and

(k)

the representations and warranties of the Corporation contained in this Agreement will be materially true and correct as of the Closing Time as if such representations and warranties had been made as of the Closing Time.

8.	CLOSING

	8.1	The Corporation and the Underwriters shall cause the Closing to occur on or about April 3, 2020 or such other date as may be mutually agreed in writing by the Corporation and the Underwriters.

	8.2	The Closing shall be completed at the offices of Cassels Brock & Blackwell LLP, counsel to the Corporation, at the Closing Time on the Closing Date, or as may be agreed to by the Corporation and the Underwriters.

	8.3	If the Underwriters have satisfied all of their obligations under this Agreement, on the Closing, the Corporation shall provide evidence of issuance of the Purchased Shares and any Additional Shares to the Underwriters in electronic form using the non-certificated inventory system of CDS Clearing and Depository Services Inc. ("CDS"), provided, however, that with respect to the Purchased Shares and any Additional Shares sold in the United States to (or to U.S. Persons) that (i) are Qualified Institutional Buyers, the Corporation shall use the non-certificated inventory system of CDS, to be held by CDS as a non-certificated security in accordance with the rules and procedures of CDS and in the U.S. Private Placement Memorandum and exhibits thereto, and (ii) are U.S. Accredited Investors, the Corporation shall deliver definitive certificates to such holders with applicable restrictive legends attached and as set forth in the U.S. Private Placement Memorandum, and exhibits thereto.

8.4

If the Corporation has satisfied all of its obligations under this Agreement, on the Closing, the Underwriters shall pay to the Corporation the gross proceeds of the issue of the Purchased Shares and any Additional Shares at the Purchase Price, less the Underwriters' Fee and Underwriters' Expenses.

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9.	INDEMNITY AND CONTRIBUTION

9.1

The Corporation agrees to indemnify and save harmless the Underwriters, their affiliates and their respective directors, officers, employees, affiliates, shareholders, agents and partners and each Person, if any, who controls any Underwriter or its affiliates (collectively, the "Indemnified Parties" and individually, an "Indemnified Party") from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (excluding loss of profits), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party by a third party or in enforcing this indemnity (each a "Claim" and, collectively, the "Claims") to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the engagement of the Underwriters pursuant to this Agreement whether performed before or after the Corporation's execution of the Agreement and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim, unless a Claim was caused by or resulted from an Indemnified Party's breach of the Agreement, negligence, fraudulent act or illegal act or wilful misconduct, in which case this indemnity shall cease to apply to such Indemnified Party in respect of such Claim and such Indemnified Party shall reimburse any funds advanced by the Corporation to the Indemnified Party pursuant to this indemnity in respect of such Claim. The Corporation agrees to waive any right the Corporation might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The indemnity provided for in this section shall not apply to an Indemnified Party if and to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable shall determine that such Indemnified Party has been negligent or has committed any fraudulent act, wilful misconduct or illegal act or breach of agreement in the course of its performance under this Agreement.

9.2

If any Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Corporation, the Indemnified Party will give the Corporation prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Corporation will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Corporation of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Corporation of substantive rights or defences.

9.3

No admission of liability and no settlement, compromise or termination of any Claim, or investigation shall be made without the Corporation's consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld. Notwithstanding that the Corporation will undertake the investigation and defence of any Claim, an Indemnified Party will have the right to employ separate counsel with respect to such Claim and participate in the defence thereof if:

	(a)	employment of such counsel has been authorized in writing by the Corporation;

	(b)	the Corporation has not assumed the defence of the action within a reasonable period of time after receiving notice of the Claim;

	(c)	the named parties to any such claim include both the Corporation and the Indemnified Party and the Indemnified Party shall have been advised by counsel in writing to the Indemnified Party that there may be a conflict of interest between the Corporation and the Indemnified Party; or

(d)

there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Corporation;

in which case such reasonable fees and expenses of such counsel to the Indemnified Party will be for the Corporation's account; provided that the Corporation shall not be responsible for more than one counsel for all Indemnified Parties The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise.

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9.4

If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, the Corporation will contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation or the Corporation's shareholders on the one hand and the Indemnified Parties on the other, but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Corporation will in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any amount in excess of the fees actually received by the Indemnified Parties hereunder. Notwithstanding the foregoing, a party guilty of fraud, fraudulent misrepresentation, or negligence shall not be entitled to contribution from the other party. Each Underwriter will only be responsible for that portion represented by the percentage that the portion of the Underwriters' Fee payable by the Corporation to Underwriters has to the gross proceeds realized from the sale of the Purchased Shares and any Additional Shares, and the Corporation will be responsible for the balance, provided that in no event, will the Underwriters be responsible for any amount in excess of the amount of the Underwriters' Fees actually received by them. The right to contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise by law.

9.5

The Corporation hereby constitutes the Lead Underwriter as trustee for each of their respective other Indemnified Parties of the Corporation's covenants under this indemnity with respect to such persons and the Lead Underwriter agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

10.

TERMINATION OF AGREEMENT

10.1	In addition to any other remedies which may be available to the Underwriters, each of the Underwriters shall have the right to terminate its obligations under this Agreement, including its obligation to purchase Purchased Shares and any Additional Shares, upon delivery of written notice to the Corporation at any time up to the Closing of the Offering in any of the following events:

(a)

there is a material change or a change in any material fact or a new material fact shall arise, or there should be discovered any previously undisclosed material fact which would reasonably be expected to have a significant adverse effect on the business, affairs or financial condition of the Corporation, the Corporation Subsidiaries or their material properties or on the market price or value of the securities of the Corporation;

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	(b)	(i) any inquiry, action, suit, proceeding or investigation (whether formal or informal) (including matters of regulatory transgression or unlawful conduct) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation where wrong-doing is alleged or any order made by any federal, provincial, state, municipal or other governmental department, Commission, board, bureau, agency or instrumentality including, without limitation, the TSX or any securities regulatory authority which involves a finding of wrong doing (except for any inquiry, action, suit, proceeding, investigation or order based upon activities of the Underwriters and not upon activities of the Corporation) which in the reasonable opinion of the Underwriters (or any of them) seriously adversely affects, or involves, or will seriously adversely affect, or involve, the business, operations or affairs of the Corporation and the Corporation Subsidiaries taken as a whole; or (ii) any order, action, proceeding, law or regulation is made, enacted or changed which ceases trading in the Corporation's securities or, in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the trading of the Common Shares; or (iii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including without limitation terrorism or accident) or any new or any change in law or regulation which in the reasonable opinion of the Underwriters (or any of them) seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation and the Corporation Subsidiaries taken as a whole;

	(c)	the Corporation is in breach of a material term, condition or covenant of this Agreement that cannot be cured prior to the Closing Date, or any representation or warranty given by the Corporation in this Agreement becomes false (and cannot be cured prior to the Closing Date); or

(d)

both the Lead Underwriter and the Corporation agree in writing to terminate this Agreement.

For greater certainty, the COVID-19 Outbreak and any related interruption to the business, affairs or financial condition of the Corporation, or any event, action, state or condition or financial occurrence related directly or indirectly to the COVID-19 Outbreak (whether now known or unknown or whether foreseeable or unforeseeable in the future), including any adverse effect on the financial markets generally, shall not constitute an event or occurrence which will enable any Underwriter to rely on Section 10.1(a), (b) or (c). The right of the Underwriters to terminate this Agreement is in addition to such other remedies any of the purchasers may have in respect of any default, misrepresentation, act or failure to act of the Corporation in respect of any of the transactions contemplated by this Agreement.

10.2	Any such termination shall be effected by notice in writing to the Corporation at any time prior to the Closing Time.

10.3

The Corporation shall pay the Underwriters' Expenses in the event of termination as set out in this Agreement.

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11.

OVER-ALLOTMENT OPTION

	11.1	The Corporation hereby grants to the Underwriters, in the respective percentages set out in Section 6 of this Agreement, the Over-Allotment Option to purchase the Additional Shares at the Purchase Price.

	11.2	The Over-Allotment Option may be exercised in whole or in part at any time and from time to time prior to its expiry in accordance with the provisions of this Agreement by the Lead Underwriter, on behalf of the Underwriters, by delivering to the Corporation written notice of exercise, setting out the number of Additional Shares to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is thirty (30) days after the Closing Date. Upon furnishing of the notice, the Underwriters will severally (and not jointly nor jointly and severally) be committed to purchase the Additional Shares in the respective percentages set out in Section 6 of this Agreement and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the Purchased Shares and for market stabilization purposes permitted pursuant to Applicable Securities Laws.

	11.3	In the event that the Over-Allotment Option is exercised by the Underwriters and any of the Additional Shares are purchased by the Underwriters, the closing shall take place at the offices mentioned in Section 8 above, or at such other place as shall be agreed upon by the Underwriters and the Corporation, on each Over-Allotment Closing Date.

	11.4	At the Closing Time on an Over-Allotment Closing Date, if any, for the exercise of the Over-Allotment Option, subject to the terms and conditions contained in this Agreement, the Corporation shall deliver to the Underwriters a certificate or certificates representing Additional Shares against payment of the aggregate Purchase Price by wire transfer on such Over-Allotment Closing Date payable to the Corporation or, if requested, utilize the NCI System. The Corporation will, at the Closing Time on such Over-Allotment Closing Date, and upon such payment of the aggregate Purchase Price for the Additional Shares to the Corporation, make payment in full of the Underwriters' Fee and the Underwriters' Expenses relating to the Additional Shares purchased, which shall be made by the Corporation directing the Underwriters to withhold the Underwriters' Fee and the Underwriters' Expenses relating to the Additional Shares purchased from the payment of the aggregate Purchase Price for the Additional Shares. Certificates representing the Additional Shares shall be registered in such names as the Underwriters may request provided such request is made two (2) Business Days prior to an Over-Allotment Closing Date.

	11.5	The closing of the Over-Allotment Option shall be conditional upon the conditions of closing set forth in Section 7 being satisfied at the Closing Time on the Over-Allotment Closing Date.

11.6

In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the Purchase Price and to the number of Additional Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

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12.

GENERAL

12.1	Any notice to be given hereunder shall be in writing and may be given by fax, e-mail, courier or by hand delivery and shall, in the case of notice to the Corporation, be addressed, delivered or transmitted to:

	(a)	in the case of the Corporation:

Orla Mining Ltd.

595 Howe Street, Suite 202

Vancouver, BC V6E 2T5

Attention: Jason Simpson, President and Chief Executive Officer

E-mail: jason.simpson@orlamining.com

with a copy to (which shall not constitute notice):

Cassels Brock & Blackwell LLP

885 West Georgia Street, Suite 2200

Vancouver, BC V6C 3E8

Attention: Jen Hansen, Partner

E-mail: jhansen@cassels.com

with an additional copy to (which shall not constitute notice):

Neal, Gerber & Eisenberg LLP

2 North LaSalle Street, Suite 1700

Chicago, IL 60202

Attention: John Koenigsknecht, Partner

E-mail: jkoenigsknecht@nge.com

(b)

in the case of the Underwriters:

Stifel Nicolaus Canada Inc.

145 King Street West, Suite 300

Toronto, ON M5H 1J8

Attention: Pierre Laliberte, Director, Investment Banking

E-mail: plaliberte@stifel.com

and

Desjardins Securities Inc.

25 York Street, Suite 1000

Toronto, ON M5J 2V5

Attention: Bruno Kaiser, Managing Director, Head of Metals & Mining, Investment Banking

E-mail: bruno.kaiser@desjardins.com

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and

Paradigm Capital Inc.

95 Wellington Street West, Suite 2101

Toronto, ON M5J 2N7

Attention: John Booth, Partner, Head of Investment Banking

E-mail: john.booth@paradigmcap.com

and

Cormark Securities Inc.

Royal Bank Plaza, North Tower

200 Bay Street, Suite 1800

Toronto, ON M5J 2J2

Attention: Kevin Carter, Managing Director, Investment Banking

E-mail: kcarter@cormark.com

with a copy to (which shall not constitute notice):

Bennett Jones LLP

3400 One First Canadian Place

100 King Street West

Toronto, ON M5X 1A4

Attention: Norman Findlay, Partner

E-mail: findlayn@bennettjones.com

The Corporation and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above.

	12.2	Time and each of the terms and conditions of this Agreement shall be of the essence of this Agreement and any waiver by the parties of this Section 12.2 or any failure by them to exercise any of their rights under this Agreement shall be limited to the particular instance and shall not extend to any other instance or matter in this Agreement or otherwise affect any of their rights or remedies under this Agreement.

	12.3	This Agreement constitutes the entire agreement between the parties hereto in respect of the matters referred to herein and there are no representations, warranties, covenants or agreements, expressed or implied, collateral hereto other than as expressly set forth or referred to herein and this Agreement supersedes any previous agreements, arrangements or understandings among the parties including, without limitation, the engagement letter between the Corporation and the Lead Underwriter dated March 26, 2020.

12.4

The headings in this Agreement are for reference only and do not constitute terms of the Agreement.

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12.5	The provisions contained in this Agreement which, by their terms, require performance by a party to this Agreement subsequent to the Closing Date of this Agreement, shall survive the Closing Date of this Agreement.

12.6	No alteration, amendment, modification or interpretation of this Agreement or any provision of this Agreement shall be valid and binding upon the parties hereto unless such alteration, amendment, modification or interpretation is in written form executed by the parties directly affected by such alteration, amendment, modification or interpretation.

12.7	The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as any party may, either before or after the Closing Date, reasonably require in order to carry out the full intent and meaning of this Agreement.

12.8	This Agreement may not be assigned by any party hereto without the prior written consent of all of the parties hereto.

12.9	This Agreement shall be subject to, governed by, and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

12.10	The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

12.11

The Corporation hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the subscription for and issue of the Purchased Shares and any Additional Shares. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such subscription for and issue of the Purchased Shares and any Additional Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Purchased Shares and any Additional Shares, do not constitute advice or recommendations to the Corporation. The Corporation and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Corporation and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

12.12	This Agreement may be signed by the parties in as many counterparts as may be deemed necessary (including counterparts by facsimile or other means of electronic transmission), each of which so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

If the foregoing is in accordance with your understanding and agreed to by you, please signify your acceptance on the accompanying counterparts of this letter and return same to the Underwriters whereupon this letter as so accepted shall constitute an agreement between the Corporation and the Underwriters enforceable in accordance with its terms.

	STIFEL NICOLAUS CANADA INC.

	Per:	(signed) "Pierre Laliberte"
		Name: Pierre Laliberte
		Title: Director, Investment Banking

	DESJARDINS SECURITIES INC.

	Per:	(signed) "Bruno Kaiser"
		Name: Bruno Kaiser
		Title: Managing Director, Investment Banking

	PARADIGM CAPITAL INC.

	Per:	(signed) "John Booth"
		Name: John Booth
		Title: Head of Investment Banking

	CORMARK SECURITIES INC.

	Per:	(signed) "Kevin Carter"
		Name: Kevin Carter
		Title: Managing Director, Investment Banking

The foregoing is accepted and agreed to on the 30^th day of March 2020, effective as of the date appearing on the first page of this Agreement.

	ORLA MINING LTD.

	Per:	(signed) "Jason Simpson"
		Name: Jason Simpson
		Title: President and Chief Executive Officer

SCHEDULE "A"

UNITED STATES OFFERS AND SALES

As used in this and related appendices, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement to which this Schedule "A" is annexed and to which it forms a part, and the following terms shall have the meanings indicated:

(a)

"Directed Selling Efforts" means directed selling efforts as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule "A", it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Purchased Shares and Additional Shares and includes the placement of an advertisement in a publication with a general circulation in the United States that refers to the Offering of the Purchased Shares and Additional Shares;

(b)

"Disqualification Event" means any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

(c)

"Foreign Issuer" shall have the meaning ascribed thereto in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule "A", it includes any issuer which is a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are owned of record either directly or indirectly by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

(d)

"General Solicitation" and "General Advertising" mean "general solicitation" and "general advertising", respectively, as used in Rule 502(c) under the U.S. Securities Act, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet, or broadcast over radio, or television or the internet or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or in any other manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(e)

"Qualified Institutional Buyer" means a "qualified institutional buyer" as defined in Rule 144A;

(f)

"Regulation D" means Regulation D adopted by the SEC under the U. S. Securities Act;

(g)

"Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act;

(h)

"Rule 144A" means Rule 144A under the U.S. Securities Act;

(i)

"SEC" means the United States Securities and Exchange Commission;

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(j)

"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Regulation S;

(k)

"U.S. Accredited Investors" means "accredited investors" as defined in Rule 501(a) of Regulation D;

(l)

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended; and

(m)

"U.S. Securities Act" means the United States Securities Act of 1933, as amended.

Representations, Warranties and Covenants of the Underwriters

Each of the Underwriters and its U.S. Affiliates, as applicable, acknowledges that the Purchased Shares and Additional Shares, in each case as used herein (and not noted separately), as applicable, have not been and will not be registered under the U.S. Securities Act and may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each of the Underwriters and the U.S. Affiliates represents, warrants and covenants to the Corporation that:

It has not offered or sold, and will not offer or sell, any Purchased Shares or Additional Shares except (a) in accordance with Rule 903 of Regulation S or (b) in the United States (or to or for the account or benefit of, a U.S. Person) (i) to Qualified Institutional Buyers pursuant to Rule 144A or (ii) to a limited number of U.S. Accredited Investors pursuant to Regulation D. Accordingly, (a) except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A or (b) except to a limited number of U.S. Accredited Investors, neither the Underwriter nor its U.S. Affiliate nor any persons acting on its or their behalf has engaged or will engage in (i) any offer to sell or any solicitation of an offer to buy, any Purchased Shares or Additional Shares to any person in the United States (or to or for the account or benefit of, a U.S. Person), or (ii) any sale of Purchased Shares or Additional Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States (and not to or for the account or benefit of, a U.S. Person), or such Underwriter, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States (and not to or for the account or benefit of, a U.S. Person). It has not engaged in (i) any Directed Selling Efforts with respect to the Purchased Shares and Additional Shares, or (ii) any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Purchased Shares or Additional Shares.

All offers and sales of the Purchased Shares and Additional Shares in the United States, or to or for the benefit of a U.S. Person, will be effected by or through the U.S. Affiliate of the Underwriter, duly registered under the 1934 Act and applicable state securities laws in each state in which such offer or sale is made and as members in good standing with the Financial Industry Regulatory Authority, Inc., and will be effected in accordance with all applicable U.S. federal and state broker-dealer requirements. Each such U.S. Affiliate of the Underwriter in the United States is a Qualified Institutional Buyer.

It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Purchased Shares and Additional Shares, except with its affiliates, any selling group members or with the prior written consent of the Corporation. The Underwriters, as applicable, shall each require its U.S. Affiliate and each selling group member through which it effects offers and sales to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that each U.S. Affiliate and selling group member complies with, the provisions of this Schedule "A" applicable to such Underwriter as if such provisions applied to such U.S. Affiliate and selling group member.

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Offers and sales of the Purchased Shares and Additional Shares in the United States by the Underwriters or their U.S. Affiliates have not been and will not be made (i) by any form of General Solicitation or General Advertising, or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

Any offer or sale of, or solicitation of an offer to buy, the Purchased Shares or Additional Shares that has been made or will be made in the United States (or to or for the account or benefit of, a U.S. Person) was or will be made only to Qualified Institutional Buyers in accordance with Rule 144A or to a limited number of U.S. Accredited Investors in accordance with Regulation D in transactions that are exempt from registration under the U.S. Securities Act and applicable state securities laws.

Each offeree in the United States (or to or for the account or benefit of, a U.S. Person) has been or shall be provided with a copy of the U.S. Private Placement Memorandum and any exhibits or attachments thereto in connection with such offer. Prior to any sale of the Purchased Shares or Additional Shares to a person in the United States (or to or for the account or benefit of, a U.S. Person) or to a person who was offered the Purchased Shares or Additional Shares in the United States, each such purchaser shall be provided with a copy of the U.S. Private Placement Memorandum (and exhibits thereto), including the Prospectus Supplement and Final Base Shelf Prospectus, and no written material other than the U.S. Private Placement Memorandum (and exhibits thereto) was used in connection with the offer and sale of the Purchased Shares and Additional Shares in the United States.

Each Qualified Institutional Buyer solicited by the Underwriters or its U.S. Affiliate will be informed that the Purchased Shares or Additional Shares are "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act that will not be represented by certificates that bear a U.S. restricted legend or identified by a restricted CUSIP number, are subject to restrictions if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of such Purchased Shares or Additional Shares as set forth in the U.S. Private Placement Memorandum (and Exhibit I thereto), and that it must implement appropriate internal controls and procedures to ensure that such Purchased Shares or Additional Shares shall be properly identified in its records as restricted securities that are subject to the transfer restrictions set forth therein notwithstanding the absence of a U.S. restricted legend or restricted CUSIP number.

It has offered and will offer the Purchased Shares and Additional Shares in the United States only to offerees with respect to which it has reasonable grounds to believe was at the time of such offer and will be on the Closing Date or any Over-Allotment Closing Date, a Qualified Institutional Buyer.

All U.S. Accredited Investors of the Purchased Shares and Additional Shares that are in the United States (or to or for the account or benefit of, a U.S. Person) shall be informed that the Purchased Shares and Additional Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers in reliance on an exemption from the registration requirements of the U.S. Securities Act and pursuant to the U.S. Private Placement Memorandum (and Exhibit II thereto), and shall be in certificated form and have applicable restrictive legends.

10.

Prior to the completion of any sale of the Purchased Shares or Additional Shares (i) to a Qualified Institutional Buyer, each such Qualified Institutional Buyer will be required to properly complete, execute and deliver a Qualified Institutional Buyer's Letter in the form attached to the U.S. Private Placement Memorandum as Exhibit I; or (ii) to a U.S. Accredited Investor, each such U.S. Accredited Investor will be required to complete, execute, and deliver a U.S. Purchaser's Letter in the form attached to the U.S. Private Placement Memorandum as Exhibit II.

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11.

At least two business days prior to any Closing Date and/or Over-Allotment Closing Date, as applicable, the Corporation will be provided prior to any such Closing or Over-Allotment Closing with a list of all offerees and purchasers of the Purchased Shares or Additional Shares, as applicable, in the United States (or to or for the account or benefit of, a U.S. Person) and copies of all executed Qualified Institutional Buyer Letters and U.S. Purchaser Letters, as applicable.

12.

As of the Closing Date, each of the Underwriters and U.S. Affiliates represents that none of (i) the Underwriter or its U.S. Affiliate, (ii) the Underwriter's or its U.S. Affiliate's general partners or managing members, (iii) any of the Underwriter's or its U.S. Affiliate's directors, executive officers or other officers participating in the Offering, (iv) any of the Underwriter's or its U.S. Affiliate's general partners' or managing members' directors, executive officers or other officers participating in the Offering or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Purchased Shares or Additional Shares (each, a "Dealer Covered Person"), is subject to a Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date.

13.

At or prior to the Closing Date or Over-Allotment Closing Date, if applicable, each Underwriter together with its U.S. Affiliate that offered or sold the Purchased Shares or Additional Shares in the United States, will provide to the Corporation a certificate in the form of Exhibit I to this Schedule "A" relating to the manner of the offer and sale of the Purchased Shares and Additional Shares in the United States or will be deemed to have represented and warranted, with the same force and effect, that neither it nor its U.S. Affiliate offered or sold securities in the United States.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees that:

The Corporation is and on the Closing Date will be a Foreign Issuer with no Substantial U.S. Market Interest in its common shares and is not required to be registered as an "investment company" under the United States Investment Company Act of 1940, as amended; and neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

Except with respect to sales to Qualified Institutional Buyers in reliance upon Rule 144A or to a limited number of U.S. Accredited Investors, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Purchased Shares or Additional Shares to a person in the United States (or to or for the account or benefit of, a U.S. Person); or (B) any sale of the Purchased Shares or Additional Shares unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States (and not acting for the account or benefit of, a U.S. Person), or (ii) the Corporation and any person acting on its behalf reasonably believe that the purchaser is outside the United States (and not acting for the account or benefit of, a U.S. Person).

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Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made), has made or will make any Directed Selling Efforts with respect to the Purchased Shares or Additional Shares, or has taken or will take any action that would cause the exclusion afforded by Regulation S to be unavailable for offers and sales of the Purchased Shares or Additional Shares pursuant to this Agreement.

None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Purchased Shares and Additional Shares in the United States, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Purchased Shares and Additional Shares.

So long as any of the Purchased Shares or Additional Shares are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and cannot be sold pursuant to Rule 144(b)(1) under the U.S. Securities Act, the Corporation will, if it is neither subject to and in compliance with the reporting requirements of Section 13 or Subsection 15(d) of the U.S. Exchange Act nor exempt from such requirements pursuant to Rule 12g3-2(b) thereunder, provide to any holder of those restricted securities, or to any prospective purchaser of those restricted securities designated by a holder, upon the request of that holder or prospective purchaser, at or prior to the time of sale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as that requirement is necessary in order to permit holders of the restricted securities to effect resales under Rule 144A).

The Purchased Shares and Additional Shares are not, and as of the Closing Date the Purchased Shares and Additional Shares will not be, and no securities of the same class as the Purchased Shares and Additional Shares are or will be, listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act or quoted in a "U.S. automated inter-dealer quotation system," as such term is used in Rule 144A.

As of the Closing Date, none of the Corporation, any of its predecessors, any "affiliated" (as such term is defined in Rule 501(b) of Regulation D) issuer, or to its knowledge, after exercising reasonable care, any director, executive officer or other officer of the Corporation participating in the offering of the Purchased Shares and Additional Shares, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Purchased Shares or Additional Shares (other than any Dealer Covered Person (as defined herein), as to whom no representation is made) is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1) under Regulation D (a "Disqualification Event").

The Corporation shall cooperate with the reasonable requests of the Underwriters and counsel for the Underwriters to use its reasonable efforts to satisfy exemptions from the application of any applicable "blue sky" or state securities laws of those jurisdictions designated by the Underwriters, shall comply with any such applicable state securities law requirements and shall continue to be in compliance with such state securities laws in effect so long as required for the initial offer and sale of the Purchased Shares and Additional Shares contemplated herein.

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EXHIBIT "I" TO SCHEDULE "A"

UNDERWRITERS' CERTIFICATE

In connection with the private placement in the United States of Common Shares (the "Securities") of Orla Mining Ltd. (the "Corporation") pursuant to the Underwriting Agreement dated as of March 30, 2020 among the Corporation and the underwriters named therein (the "Underwriters"), each of the undersigned does hereby certify as follows:

(a)

each undersigned Underwriter or U.S. affiliate of the undersigned Underwriter (the "U.S. Affiliate") that offered or sold the Securities in the United States is duly registered as a broker or dealer under the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state's broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and on the date of each offer and sale made in the United States;

(b)

all offers and sales of the Securities in the United States were made only through the U.S. Affiliate and have been effected in accordance with all applicable U.S. broker-dealer requirements and the terms and conditions set forth in the Underwriting Agreement (including any exhibits thereto) and the U.S. Private Placement Memorandum;

(c)

each offeree in the United States or a U.S. Person that was a Qualified Institutional Buyer to which we offered Securities, prior to the time of such offeree's purchase of Securities, was provided with a copy of the U.S. Private Placement Memorandum (and exhibits thereto), including the Prospectuses, and we did not use any other written material in connection with the offer or sale of Securities in the United States to Qualified Institutional Buyers pursuant to Rule 144A;

(d)

each offeree in the United States or a U.S. Person that was a U.S. Accredited Investor to which we offered Securities, prior to the time of such offeree's purchase of Securities, was provided with a copy of the U.S. Private Placement Memorandum (and exhibits thereto), including the Prospectuses, and we did not use any other written material in connection with the offer or sale of Securities in the United States (or to or for the account or benefit of, a U.S. Person) to U.S. Accredited Investors pursuant to Rule 506 of Regulation D;

(e)

immediately prior to our transmitting the U.S. Private Placement Memorandum (and any exhibits thereto) to such offerees, we had reasonable grounds to believe and did believe that each such offeree was, and continue to believe that each such offeree is, either a U.S. Accredited Investor or Qualified Institutional Buyer, as applicable, and, on the date of this certificate, we continue to believe that each such person purchasing Securities is a U.S. Accredited Investor or Qualified Institutional Buyer, as applicable;

(f)

no form of "general solicitation" or "general advertising" (as those terms are used in Regulation D under the U.S. Securities Act) was used by us, including without limitation advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Securities in the United States;

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(g)

no Directed Selling Efforts were engaged in with respect to the offer or sale of the Securities;

(h)

prior to any sale in the United States (or to or for the account or benefit of, a U.S. Person) (i) of Securities to a Qualified Institutional Buyer we obtained an executed Qualified Institutional Buyer Letter in the form set forth as Exhibit I to the U.S. Private Placement Memorandum or (ii) of Securities to a U.S. Accredited Investor we obtained an executed U.S. Purchaser's Letter in the form set forth as Exhibit II to the U.S. Private Placement Memorandum, and a copy of each such Exhibit, as applicable, has been delivered to the Corporation; and

(i)

none of the undersigned nor any affiliates of the undersigned has taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein. This Underwriters' Certificate may be relied upon by counsel to the Corporation as if originally issued to such counsel. A newly executed copy of this Underwriters' Certificate shall be provided in connection with any subsequent closing date, including, but not limited to, any Over-Allotment Closing Date, as applicable.

Dated this _____ day of _______________, 2020.

[UNDERWRITER]		[NAME OF U.S. AFFILIATE]


By:		By:
	Name:		Name:
	Title:		Title:

Exhibit 99.31

March 26, 2020
Orla Mining Ltd.

C$75,030,000 Bought Deal Financing of Common Shares

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in all the provinces and territories of Canada, except Québec. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Issuer:	Orla Mining Ltd. (“Orla” or the “Company”).
Offering:	“Bought-deal” offering of 36,600,000 common shares (the “Common Shares”) of the Company.
Offering Size:	C$75,030,000.
Offering Price:	C$2.05 per Common Share.
Over-Allotment Option:	The Company will grant the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 5,490,000 Common Shares at the Offering Price, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the closing of the Offering. The Underwriters shall be entitled to the same Commission (as hereinafter defined) provided for below in respect of any Common Shares issued and sold upon exercise of the Over Allotment Option.
Use of Proceeds:	The net proceeds from the Offering will be used for exploration and development activities at Camino Rojo projects and for general corporate purposes.
Form of Offering:	Bought deal by way of a prospectus supplement, subject to a formal underwriting agreement, including standard industry "regulatory proceedings out", “disaster out”, “material adverse change out” and "non-compliance out" clauses running up to the Closing Date.
Jurisdictions:	The qualifying jurisdictions for this offering will be all provinces and territories of Canada, other than Quebec. The Common Shares will also be sold to U.S. buyers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A of the United States Securities Act of 1933, as amended, and other jurisdictions outside of Canada provided that no prospectus filing or comparable obligation arises.

Participation Rights:	The Underwriters understand that Newmont Corporation and Agnico Eagle Mines Limited have participation rights to own a pre-determined ownership in the Company. The Underwriters agree to sell such number of Common Shares to Newmont Corporation and Agnico Eagle Mines Limited for them pursuant to their participation rights.
Standstill and LockUp:	The Company will be, subject to certain exceptions, subject to a standstill with respect to the issuance of common shares or any securities convertible or exchangeable into common shares of the Company for 90 days after Closing of the Offering. The Company's directors and officers will also be, subject to certain exceptions, restricted from trading in the Company's securities from the date hereof until the date that is 90 days after Closing of the Offering.
Listing:	The Company shall obtain the necessary approvals to list the Common Shares, which listing shall be conditionally approved prior to closing. The Common Shares are currently listed on the Toronto Stock Exchange under the symbol “OLA”.
Eligibility:	Eligible under the usual statutes and for RRSPs, RRIFs, RESPs, RDSPs, and TFSAs.
Bookrunner:	Stifel GMP
Commission:	A cash commission of 5.0% (1.0% in the case of Common Shares purchased by Newmont Corporation and Agnico-Eagle Mines Limited in connection with the exercise of their participation rights, and on any orders from Pierre Lassonde and Trinity Partners) of the aggregate gross proceeds from the Offering (including the Over-Allotment Option).
Closing Date:	On or about April 3, 2020 or such other date as the Company and Underwriters may agree (the “Closing Date”).

“The information contained herein is believed to be accurate; however it is to change without notice.”

Exhibit 99.32

NEWS RELEASE

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

ORLA MINING ANNOUNCES C$75,030,000 BOUGHT DEAL FINANCING

VANCOUVER, British Columbia, March, 26 2020 -- Orla Mining Ltd. (TSX:OLA) (the “Company” or “Orla”) announced today that it has entered into an agreement with a syndicate of underwriters led by Stifel GMP (the “Underwriters”), pursuant to which the Underwriters will purchase, on a bought deal basis, 36,600,000 common shares (the “Common Shares”) of the Company at a price of C$2.05 per Common Share (the “Offering Price”) for aggregate gross proceeds to the Company of C$75,030,000 (the “Offering”).

Newmont Corporation and Agnico Eagle Mines Limited each have indicated that they intend to subscribe for such number of Common Shares from the Offering pursuant to their participation rights in order to maintain their respective ownership positions, and along with a commitment from Pierre Lassonde.

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 5,490,000 Common Shares at the Offering Price, exercisable, in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the closing of the Offering to cover over-allotments, if any, and for market stabilization purposes. If this option is exercised in full, an additional C$11,254,500 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be C$86,284,500.

The net proceeds from the Offering will be used for exploration and development activities at Camino Rojo and for general corporate purposes.

The Common Shares will be offered by way of a prospectus supplement to be filed in all provinces and territories of Canada, except Québec. The Common Shares will also be sold to U.S. buyers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A of the United States Securities Act of 1933, as amended, and other jurisdictions outside of Canada provided that no prospectus filing or comparable obligation arises.

The Offering is scheduled to close on or about April 3, 2020 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

NEWS RELEASE

About Orla Mining Ltd.

Orla is developing the Camino Rojo Oxide Gold Project, an advanced gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 200,000 hectares. Estimated Mineral Reserves as of June 24, 2019 are 44.0 million tonnes at a gold grade of 0.73 grams per tonne (“g/t”) and a silver grade of 14.2 g/t, for total mineral reserves of 1.03 million ounces of gold and 20.1 million ounces of silver. (Comprised of Proven Mineral Reserves of 14,595,000 tonnes at 0.79 g/t gold and 15.1 g/t silver and Probable Mineral Reserves of 29,424,000 tonnes at 0.70 g/t gold and 13.7 g/t silver). The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.

Forward-looking Statements

This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the timing of closing the Offering, the use of proceeds from the Offering, the results of exploration and planned exploration programs, the potential for discovery of additional mineral resources and the Company’s objectives and strategies. 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 are discussed in this news release, including without limitation, assumptions that all approvals of the Offering will be obtained, the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained 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 uncertainties inherent in the preparation of preliminary economic assessments, drill results and the estimation of mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses. 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.

For further information, please contact:

Jason Simpson
President & Chief Executive Officer

Etienne Morin

Chief Financial Officer

www.orlamining.com
info@orlamining.com

Exhibit 99.33

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.

Name and Address of Company

Orla Mining Ltd. (“Orla” or the “Company”)

202 – 595 Howe Street

Vancouver, BC

V6C 2T5

Item 2.

Date of Material Change

March 23, 2020

Item 3.

News Release

A news release announcing the material change was issued on March 23, 2020 via Canada Newswire and a copy was subsequently filed on SEDAR.

Item 4.

Summary of Material Change

On March 23, 2020, the Company announced it had entered into a non-binding letter agreement with Fresnillo Plc (“Fresnillo”) as to the commercial terms upon which Orla would obtain the right to expand its Camino Rojo project (“Camino Rojo”) oxide pit onto part of Fresnillo’s mineral concession located immediately to the north of Orla’s property under a definitive layback agreement (the “Layback Agreement”).

Item 5.

Full Description of Material Change

On March 23, 2020, the Company announced that it had entered into a Layback Agreement with Fresnillo. On completion, the Layback Agreement will allow access to oxide and transitional heap leachable mineral resources (“Mineral Resources”) on Orla’s property below the open pit outlined in their June 2019 feasibility study. In addition, the Layback Agreement will provide the Company with the right to mine from Fresnillo’s mineral concession, and recover for Orla’s account, all oxide and transitional material amenable to heap leaching that are within an expanded open pit. The completion of the Layback Agreement is expected to result in a material increase in mineral reserves (“Mineral Reserves”) at Camino Rojo and the Company expects to publish an updated Mineral Reserve estimate for material on Orla’s concession following the completion of the Layback Agreement.

Pursuant to the terms of the Layback Agreement, the Company would pay Fresnillo total cash consideration of US$62.8 million, based on the following schedule:

·	US$10 million upon the execution of the definitive Layback Agreement;

·	US$15 million upon the Company having received all funding and permits required for construction and development; or July 1, 2020, whichever is sooner;

·	US$15 million not later than (i) twelve (12) months following the commencement of commercial production at Camino Rojo or (ii) December 1, 2022, whichever is earlier; and

·	US$22.8 million not later than (i) twenty-four (24) months following the commencement of commercial production at Camino Rojo or (ii) December 1, 2023, whichever is earlier.

The amounts for the third and fourth payments will bear an interest of 5% per annum from July 1, 2020, until the date of payment.

The letter agreement with Fresnillo is non-binding, has a term of 12 months and remains subject to completion of the definitive Layback Agreement between the parties which is currently underway and expected during the first half of 2020. The definitive Layback Agreement will not preclude or restrict Fresnillo from participating in any future development of the sulphide Mineral Resource at Camino Rojo.

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The feasibility study on Camino Rojo dated June 25, 2019 titled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” (“Feasibility Study”) is constrained by the north boundary of Orla’s mineral concessions with Fresnillo’s mineral concession. The Feasibility Study supports a Mineral Reserve estimate of 44.0 million tonnes grading 0.73 grams per tonne gold and 14.2 grams per tonne silver out of a total Measured and Indicated Mineral Resource of 94.6 million tonnes grading 0.71 grams per tonne gold and 12.7 grams per tonne silver that is amenable to heap leaching. A portion of the Mineral Resources amenable to heap leaching that are not in the current Mineral Reserves are located just below the bottom of the pit outlined in the Feasibility Study and at relatively shallow depths on the north side of the pit. The Layback Agreement is expected to allow much of this material to be included in a revised mine plan using the same metallurgical recoveries for each rock type and similar operating costs as the Feasibility Study. Not all of the Mineral Resources amenable to heap leaching below the Feasibility Study pit are expected to be included in an updated mining study due to their depth and would likely only be included in future mine plans that consider mining and processing the surrounding sulphides.

As part of the Layback Agreement, the Company would also obtain the right to mine and recover all heap leachable material located on the Fresnillo concession in a pit mined for oxide and transitional material that is covered by the Layback Agreement. This material would result in additional gold and silver production to Orla’s account. Fresnillo drilled approximately 63 core holes totaling 33,253 metres targeting both near surface oxide mineralization and deep sulphide mineralization in the area covered by the Layback Agreement. The Company has received the drill data from Fresnillo but has not yet independently verified the results or undertaken any QA/QC analysis. However, results from Fresnillo holes drilled in close proximity to the most northern holes on the Orla property appear to be consistent with projections of the geological and oxidation models created from the Company’s data and assay results appear to be consistent with projections of Orla’s Mineral Resource model. Additional work, including an estimated 2,500 metres of drilling and detailed QA/QC on the Fresnillo data, and integration of Orla’s geological and resource models with Fresnillo’s drill data will be required to bring material on the Fresnillo concession to the Measured and Indicated Mineral Resource category.

A revised feasibility study on a project unconstrained by Orla’s current property boundary is underway to determine the economic impact of the additional Mineral Resources from Orla’s concession available for processing as a result of the Layback Agreement. Importantly, an expanded operation would not require moving any of the infrastructure in the current design for the project and timelines for the permitting process, engineering, procurement and construction for the development of Camino Rojo will remain unchanged.

Camino Rojo continues to advance as planned with over 35% of the detailed engineering completed to date. The Company has begun purchasing long-lead items and construction is expected to start during the first half of 2020, upon receipt of all required permits. Orla is regularly assessing any potential impact or delays to the development schedule which could arise from the COVID-19 situation.

Orla believes that this agreement with Fresnillo will benefit both parties and the Company’s stakeholders, such as the local communities, through an expanded resource and an enhanced mine profile at Camino Rojo. Through collaboration with Fresnillo, the Company will be in a position to optimize the oxide deposit to its full potential by including the mineralization that would not otherwise be accessible without laying back Orla’s open pit onto Fresnillo’s concession, as well as mineralization located on the Fresnillo property. Orla is pleased to have reached this important value creating milestone in the development of Camino Rojo.

Item 6.

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7.

Omitted Information

Not applicable.

- 3 -

Item 8.

Executive Officer

Contact:	Etienne Morin, Chief Financial Officer
Telephone:	(604) 564-1852

Item 9.

Date of Report

DATED as of this 25^th day of March, 2020.

	ORLA MINING LTD.

	By:	“Etienne Morin”
		Etienne Morin
		Chief Financial Officer

Forward-looking and Cautionary Statements

This material change report contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the terms of the agreement in principle and the Layback Agreement, the expected additional material to be included in a future mine plan; timeline for completing a definitive Layback Agreement; results of a feasibility study, including but not limited to the mineral resource and mineral reserve estimation, mine plan and operations, potential economic impact, internal rate of return, sensitivities, taxes, net present value, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; the timing and costs for production decisions; financing timelines and requirements; permitting timelines and requirements; requirements for additional land; exploration and planned exploration programs, the potential for discovery of additional mineral resources; upside opportunities including land agreements, the development of the sulphide mineral resource and exploration potential; timing for start of engineering work, construction, and receipt of permits; timing for first gold production; and the Company's objectives and strategies. 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 dlooking statements are discussed in this material change report, including without limitation, assumptions regarding price of gold and silver; 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 permits and approvals will be obtained; that social or environmental issues might exist, are well understood and will be properly managed; 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: failing to enter into a definitive agreement with respect to Engineering, Procurement and Construction Management and with respect to the Layback Agreement with Fresnillo; failing to receive the balance of the credit facility; risks related to uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral resources and mineral reserves, including changes in the economic parameters; risks relating to not securing agreements with third parties or not receiving required permits; risks associated with executing the Company’s objectives and strategies, including costs and expenses, 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 28, 2019, available on www.sedar.com. 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.

Exhibit 99.34

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars

ORLA MINING LTD.
Management’s Discussion and Analysis
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Overview

Our corporate strategy is to acquire, develop and operate mineral properties where our expertise can substantially increase shareholder value. We have two material gold projects with near-term production potential based on open pit mining and heap leaching – the Camino Rojo Oxide Gold Project in Zacatecas State, Mexico, and the Cerro Quema Gold Project in Panama.

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2019. You can find additional information regarding the Company, including our Annual Information Form, on SEDAR under the Company’s profile at www.sedar.com.

All monetary amounts herein are expressed in Canadian dollars unless otherwise stated.

This MD&A is current as of March 23, 2020.

Hans Smit, P. Geo, is the Qualified Person, as the term is defined in National Instrument 43-101 (“NI 43-101”). He has reviewed and approved the technical information disclosed in this MD&A.

2.	Highlights

During the year ended December 31, 2019, the Company:

filed a final short form base shelf prospectus for offerings of up to $300 million,

continued its exploration and evaluation activities at Camino Rojo,

announced positive Feasibility Study results for the Camino Rojo Oxide Gold Project, and subsequently filed a NI 43-101 Technical Report,

raised $3.6 million through its Early Warrant Exercise Incentive Program,

submitted applications and associated documentation for permits required to start construction and operation of the Camino Rojo Oxide Gold Project,

awarded the engineering, procurement, and construction management (“EPCM”) contract for the Camino Rojo Oxide Gold Project.

entered into a loan agreement for US$125 million for the development of the Camino Rojo Oxide Gold Project and received the first drawdown of US$25 million pursuant to this agreement,

received approval from the Company's Board of Directors to commence project spending for immediate needs such as detailed engineering and the ordering of long lead items, and to commence project construction subject to the receipt of all required permits, and

received approval from the Mexican federal environment department ("SEMARNAT") granting the Change of Land Use permit ("Cambio de Uso de Suelo" or "CUS/ETJ"), one of the two key permits required for the development of the Camino Rojo Oxide Gold Project.

Page 2

ORLA MINING LTD.
Management’s Discussion and Analysis
Year ended December 31, 2019	Canadian dollars unless otherwise stated

3.	Discussion of Operations

A.	Camino Rojo, Mexico

Project Description and History

The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S-SE of Newmont Corporation’s (“Newmont”) Peñasquito Mine and consists of eight concessions covering in aggregate approximately 163,127 hectares. In November 2017, we acquired the Camino Rojo Project from Goldcorp Inc. (now, “Newmont”). Camino Rojo is comprised of a near-surface oxide gold and silver deposit, a deeper sulphide zone containing gold, silver, zinc and lead mineralization, and a large area with untested exploration potential.

The Ejido San Tiburcio holds the surface rights over the main area of known mineralization. Exploration has been carried out under the authority of agreements between the project operators and the Ejido San Tiburcio. There is a 30-year temporary occupation agreement in place with the Ejido San Tiburcio, with the right to expropriate, covering all the area of the mineral resource and area of potential development described in the Camino Rojo Report. Other temporary occupation agreements allow surface access for exploration activities in various other parts of the concession package. The Company has water rights in the area of the proposed development.

The Company has full rights to explore, evaluate, and exploit the property. However, if sulphide projects are defined through one or more positive pre-feasibility studies with certain development scenarios meeting certain criteria, Newmont has an option to enter into a joint venture with Orla for the purpose of future exploration, advancement, construction, and exploitation of such a sulphide project. If Newmont exercises its option, Orla’s share of the costs to develop the project can be, at Orla’s option, carried to production by Newmont. Orla has a right of first refusal on a sale if Newmont elects to sell its portion of the sulphide project, in whole or in part. The Camino Rojo Asset Purchase Agreement was filed on SEDAR on June 28, 2017. Details of the joint venture are available in our news release dated November 7, 2017, which is available here.

Page 3

ORLA MINING LTD.
Management’s Discussion and Analysis
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Camino Rojo Feasibility Study

Economic Results

The following tables presents the key assumptions and detailed results of the Feasibility Study:

Table 1: Summary of Key Assumptions and Economic Results of the Camino Rojo Feasibility Study

Production Data	Values	Units
Life of Mine	6.8	years
Mine Throughput	18,000	tonnes/day
Mine Throughput	6,570,000	tonnes/year
Total Tonnes to Crusher	44,020,000	tonnes
Grade Au (Average)	0.73	g/t
Grade Ag (Average)	14.2	g/t
Contained Gold oz	1,031,000	ounces
Contained Silver oz	20,093,000	ounces
Metallurgical Recovery Gold (Overall)	64	%
Metallurgical Recovery Silver (Overall)	17	%
Average Annual Gold Production	97,000	ounces
Average Annual Silver Production	511,000	ounces
Total Gold Produced	662,000	ounces
Total Silver Produced	3,479,000	ounces
LOM Strip Ratio	0.54	waste:ore

Page 4

ORLA MINING LTD.
Management’s Discussion and Analysis
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Operating Costs (Average LOM)
Mining (mined)	US$2.14	/tonne mined
Mining (processed)	US$3.30	/tonne processed
Processing & Support	US$3.38	/tonne processed
G&A	US$1.75	/tonne processed
Total Operating Cost	US$8.43	/tonne processed
By-Product Cash Cost	US$515	/ounce Au
All-in Sustaining Cost	US$576	/ounce Au

Capital Costs (excluding value added tax)
Initial Capital	US$123	million
LOM Sustaining Capital	US$20	million
LOM Capital	US$144	million
Working Capital and Initial Fills	US$10	million
Closure Costs	US$20	million

Financial Analysis
Gold Price Assumption	US$1,250	/ounce
Silver Price Assumption	US$17	/ounce
Average Annual Cashflow (Pre-Tax)	US$72	million
Average Annual Cashflow (After-Tax)	US$56	million
Internal Rate of Return (IRR), Pre-Tax	38.6	%
Internal Rate of Return (IRR), After-Tax	28.7	%
NPV @ 5% (Pre-Tax)	US$227	million
NPV @ 5% (After-Tax)	US$142	million
Pay-Back Period (After-Tax)	3.0	years

Note: See reference below regarding non-GAAP metrics. Feasibility Study economics include a 2% royalty and use a USD:MXN exchange rate of 19.3

Page 5

ORLA MINING LTD.
Management’s Discussion and Analysis
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Sensitivity to Gold Price

Table 2: Project Economics Sensitivities to Gold Price

Gold Price (US$/oz)	US$ 1,150	US$ 1,200	US$ 1,250	US$ 1,300	US$ 1,350	US$ 1,400
After-tax NPV 5% (US$ millions)	US$ 109	US$ 125	US$ 142	US$ 158	US$ 174	US$ 190
After-tax IRR (%)	24.0%	26.4%	28.7%	31.0%	33.2%	35.4%
Payback (years)	3.2	3.1	3.0	2.8	2.7	2.6

Opportunities

The mine plan in the Feasibility Study was developed entirely on Orla's mineral concessions and constrained by the property boundary with no impact to land outside Orla’s mineral concessions. An agreement with the owner of the concession bordering Orla's to the north would allow for the open pit to extend onto the adjacent concession. Such agreement would result in an expanded pit with access to additional oxide and transitional material below the feasibility study pit, which would add to the mine life and/or annual throughput with only modest equipment and infrastructure additions. Orla is optimistic that an agreement can be reached with the owner of the adjacent concession.

Mineral Reserves

Page 6

ORLA MINING LTD.
Management’s Discussion and Analysis
Year ended December 31, 2019	Canadian dollars unless otherwise stated

The following table presents the initial mineral reserve estimation for the Camino Rojo Oxide Gold Project. Proven and probable mineral reserves amount to 44.0 million tonnes at 0.73 g/t gold and 14.2 g/t silver for 1.03 million contained gold ounces and 20.1 million contained silver ounces. The mineral reserve was estimated based on a gold price of US$1,250 per ounce and a silver price of US$17.00 per ounce. Measured mineral resource in the mine production schedule was converted to proven mineral reserve and indicated mineral resource in the schedule was converted to probable mineral reserve.

Table 3: Camino Rojo Mineral Reserve Estimate

Reserve Class	000's tonnes	Gold (g/t)	Silver (g/t)	Gold (koz)	Silver (koz)
Proven Mineral Reserve	14,595	0.79	15.1	369.7	7,104
Probable Mineral Reserve	29,424	0.70	13.7	661.1	12,991
Total Proven & Probable Reserve	44,019	0.73	14.2	1,031.0	20,095

Notes:

	1.	The mineral reserve estimate has an effective date of June 24, 2019. Mineral reserves are classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards for Mineral Resources and Mineral Reserves, adopted by the CIM Council (as amended) in accordance with the disclosure requirement of NI 43-101
	2.	Columns may not sum exactly due to rounding
	3.	Mineral reserves are based on prices of US$1,250/oz gold, US$17/oz silver, USD/MXN exchange rate of 19.3
	4.	Mineral reserves are based on net smelter return cut-off that vary by time period to balance mine and plant production capacities. They range from a low of US$4.73/t to a high of US$9.00/t
	5.	Operating costs — mining US$1.94/t mined; process US$3.41/t processed; G&A US$1.32/t processed, includes a 2% royalty
	6.	Recoveries for gold — Kp 70%, Ki 56%, Transition Hi 60%; Transition Lo 40%; Recoveries for silver — Kp 11%, Ki 15%, TrHi 27%, TrLo 34%7.
	7.	Gold and silver 100% payable; Refining cost per ounce — Au US$5.00; Ag US$0.50/oz

Mineral Resources

As part of the Feasibility Study efforts, IMC updated the mineral resource estimate from the previous estimate prepared as of April 27, 2018 and previously reported in Orla's May 29, 2018 news release. Mineral resources were divided between oxide and transitional material that could possibly be extracted by open pit mine and processed in a heap leach operation ("Leach Resource") and sulphide material that could possibly be extracted by open pit and processed in a mill ("Mill Resource"). For the Mill Resource, estimates were made for contained gold, silver, lead and zinc. As lead and zinc would not be recovered in a heap leach operation, only gold and silver were estimated for the Leach Resource.

Page 7

ORLA MINING LTD.
Management’s Discussion and Analysis
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Table 4: Camino Rojo Mineral Resource Estimate — Gold & Silver

Resource Type		000's tonnes	Gold (g/t)	Silver (g/t)	Gold (koz)	Silver (koz)
Leach Resource	Measured Mineral Resource	19,391	0.77	14.9	482.3	9,305
	Indicated Mineral Resource	75,249	0.70	12.2	1,680.7	29,471
	Meas./Ind. Mineral Resource	94,640	0.71	12.7	2,163.0	38,776
	Inferred Mineral Resource	4,355	0.86	5.6	119.8	805

Mill Resource	Measured Mineral Resource	3,358	0.69	9.2	74.2	997
	Indicated Mineral Resource	255,445	0.88	7.4	7,221.4	60,606
	Meas./Ind. Mineral Resource	258,803	0.88	7.4	7,295.6	61,603
	Inferred Mineral Resource	56,564	0.87	7.5	1,576.9	13,713

Total Mineral Resource	Measured Mineral Resource	22,749	0.76	14.1	556.5	10,302
	Indicated Mineral Resource	330,694	0.84	8.5	8,902.1	90,078
	Meas./Ind. Mineral Resource	353,443	0.83	8.8	9,458.6	100,379
	Inferred Mineral Resource	60,919	0.87	7.4	1,696.7	14,518

Table 5: Camino Rojo Mineral Resource Estimate — Zinc & Lead

Resource Type		000's tonnes	Lead (%)	Zinc (%)	Lead (M lbs)	Zinc (M lbs)
Mill Resource	Measured Mineral Resource	3,358	0.13	0.38	9.3	28.2
	Indicated Mineral Resource	255,445	0.07	0.26	404.3	1,468.7
	Meas./Ind. Mineral Resource	258,803	0.07	0.26	413.6	1,496.8
	Inferred Mineral Resource	56,564	0.05	0.23	63.1	290.4

Notes:

	1.	The mineral resource has an effective date of June 7, 2019. The mineral resources are classified in accordance with the CIM Definition Standards in accordance with the disclosure requirement of NI 43-101
	2.	Columns may not sum exactly due to rounding
	3.	Mineral resources that are not mineral reserves do not have demonstrated economic viability
	4.	Mineral resources for leach material are based on prices of US$1,400/oz gold and US$20/oz silver
	5.	Mineral resources for mill material are based on prices of US$1,400/oz gold, US$20/oz silver, US$1.05/lb lead, and US$1.20/lb zinc
	6.	Mineral resources are based on net smelter return cut-off of US$4.73/t for leach material and US$13.71/t for mill material
	7.	Includes 2% royalty and an USD:MXN exchange rate of 19.3
	8.	Operating costs for Leach resource — mining US$1.65/t mined; process US$3.41/t processed; G&A US$1.32/t processed; Operating costs for Mill resource — mining US$1.65/t mined; process US$12.50/t processed; G&A US$1.20/t processed
	9.	Leach resource payable — Au 100%; Ag 100%; Mill resource payable — Au 95%, Ag 95%, Pb 95%, Zn 85%
	10.	Leach resource refining costs — Au US$5.00/oz; Ag US$0.50/oz; Mill resource refining costs — Au US$1.00/oz; Ag US$1.50/oz; Pb US$0.194/lb; Zn US$0.219/lb
	11.	The mineral resource estimate assumes that the floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto land held by the adjacent owner. Any potential development of the Camino Rojo Oxide Gold Project that includes an open pit encompassing the entire mineral resource estimate would be dependent on obtaining an agreement with the adjacent owner

Page 8

ORLA MINING LTD.
Management’s Discussion and Analysis
Year ended December 31, 2019	Canadian dollars unless otherwise stated

	12.	Mineral resources are inclusive of mineral reserves
	13.	An Inferred Mineral Resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

All the mineralization comprised in the mineral resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by Orla. However, the mineral resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate "reasonable prospects for eventual economic extraction" extends onto lands where mineral title is held by an adjacent owner and that waste would be mined on the adjacent owner's mineral titles. Any potential development of the Camino Rojo Project that would include an open pit encompassing the entire mineral resource estimate (oxide and sulphide material) would be dependent on obtaining an agreement with that property owner. It is estimated that approximately two-thirds of the mineral resource estimate is dependent on an agreement being obtained with the adjacent property owner. Delays in, or failure to obtain, such agreement to conduct mining operations on its mineral titles would affect the development of a significant portion of the mineral resources that are not included in the Feasibility Study, in particular by limiting access to significant mineralized material at depth. Orla intends to seek an agreement with the adjacent owner, to maximize the potential to develop a mine that exploits the full mineral resource. We cannot give any assurance that we will be able to negotiate such agreement on terms that are satisfactory to the Company or that there will not be delays in obtaining the necessary agreement. The development scenario presented in the Feasibility Study, including the mineral reserve estimate, does not require a layback agreement with the adjacent owner.

Qualified Persons

The Feasibility Study was overseen by KCA of Reno, Nevada. IMC of Tucson, Arizona conducted the mineral resource and mineral reserve estimates under the direction of Michael G. Hester, FAusIMM. Mr. Hester was also responsible for the mining components of the Feasibility Study. KCA, under the direction of Carl Defilippi, RM SME, was responsible for the metallurgy, process, general and administration and economic components of the Feasibility Study. Matthew Gray, Ph.D., C.P.G. (AIPG), of Resource Geosciences Incorporated of Rio Rico, Arizona was responsible for the property, geology and environmental components of the Feasibility Study. David Hawkins, C.P.G. (AIPG), was responsible for the hydrogeology model. Each of Messrs. Hester, Defilippi, Gray and Hawkins is a Qualified Person for their respective sections of the Feasibility Study and each of whom is independent of Orla under the definitions of NI 43-101.

Permitting

Page 9

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Permitting documents were submitted to SEMARNAT during the third quarter of 2019. The Company was notified that the CUS was accepted on December 12, 2019 and paid the required fees on January 17, 2020. The Company received a series of questions and requests for additional information on the MIA on November 12, 2019. This is a normal part of the process. A reply was submitted to this on December 20, 2019. On January 13, 2020, SEMARNAT notified the Company of a one-time 60 working-day extension to the MIA review. This would result in the review being completed in mid April 2020.

Orla has contracted ERM, a global consulting company, to review the environmental assessment and proposed mitigation measures for the project. We plan to complete this work in accordance with International Finance Corporation Performance Standards, as well as the International Council on Mining and Metals principles.

Development activities

Subsequent to the permit applications being submitted, we have focussed our work on the detailed engineering and planning required to start construction in 2020. In September 2019, we awarded the engineering, procurement, and construction management (“EPCM”) contract for the Camino Rojo Oxide Gold Project to M3 Engineering & Technology Corporation (“M3”), a full service EPCM firm headquartered in Tucson, Arizona.

As of the date of this document, approximately 35% of the detailed engineering has been completed. We have placed purchase orders for the crushing package and the heap leach stacking system. Hiring of key personnel at site is substantially complete.

Other development related activities in 2019 included drilling 2 water exploration holes, and drilling and establishing 11 groundwater monitoring wells and 2 production wells, for a total of 2,413 metres of drilling. Other work included detailed surveying and additional geotechnical investigations and improvements to the existing camp to accommodate more people.

Camino Rojo Project Loan

In December 2019, the Company entered into a loan agreement with Trinity Capital Partners Corporation (“Trinity Capital”) and certain other lenders with respect to a credit debt facility of US$125 million for the development of the Camino Rojo Oxide Gold Project (the “Credit Facility”). The Credit Facility was arranged by Trinity Capital and includes a syndicate of lenders led by Agnico Eagle Mines Limited (“Agnico Eagle”), Pierre Lassonde, and Trinity Capital.

The Credit Facility provides a total of US$125 million to the Company, available in three tranches. The first tranche of US$25 million was drawn down by the Company on December 18, 2019 upon execution of the definitive loan documentation. Tranches 2 and 3 provide US$50 million each, available for drawdown after satisfaction of conditions precedent, including the receipt of certain key permits required for the development of the Camino Rojo project.

Page 10

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Regional exploration

As well as development related activities, we continue to conduct a limited regional exploration program. Work completed in 2019 included geological mapping, rock sampling, geophysics and 8 RC drill holes. A total of 271 line-km of Induced Potential (“IP”) were conducted, including 157 line-km in a survey to the southeast of the resource and proposed development area that tested the projection of the San Tiburcio fault, a structure considered important to the emplacement of the known mineralization. The other 112 line-km were completed in the southwest part of the property in a number of small grids centered on overburden covered areas with potential structural intercepts and indications of alteration in the general vicinity. One of the grids showed a well-defined chargeability anomaly that is roughly 1,000 by 400 metres in size. It is in an area with large structures and rock outcrops to the southeast have zones with strong silicification and weakly anomalous trace-element geochemistry. The area of the anomaly is covered by overburden. We have received permits to allow drill testing of the anomaly.

Low amplitude chargeability anomalies southeast and west of the resource area outlined in the IP survey were tested with 8 RC holes totalling 2,536 metres. No significant alteration was encountered. The anomalies are assumed to be related to groundwater with elevated total dissolved solids concentration encountered in the holes.

Work on the project will continue to focus on development related activities with production estimated to start in mid 2021. Regional exploration will continue to involve geology and sampling followed by geophysics in areas where potentially favourable indicators are found. The IP anomaly in the southwest part of the property will be drilled tested, as will a coincident IP and magnetic anomaly northeast of the resource area.

Community and social

The Company maintains an active community and social relations (“CSR”) program. Significant CSR activities in 2019 included:

completed construction of a preschool in El Berrendo,

continued to support Adult Education programs,

held Introduction to Mining courses for local residents,

supported a number of community events,

held a cervical cancer detection clinic in coordination with the Zacatecas health authorities,

supported San Tiburcio to reactivate the construction of a local health center and in efforts to have a doctor assigned to the community,

completed a cooperation agreement to support police officers stationed in San Tiburcio. To date, we’ve provided furniture and kitchen supplies,

assisted local communities to improve water wells.

Cerro Quema Project, Panama

Project Description and History

Page 11

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

On February 3, 2020, the annual concession payments were made and accepted.

The Company owns the surface rights for land required to mine the Cerro Quema mineral reserves and to construct and operate a heap leach facility.

Table 6: Cerro Quema Mineral Reserves

Zone	Category	Cut-Off (Au g/t)		Tonnes (millions)		Au (g/t)		Au (koz)
La Pava	Proven		0.21		6.82		0.80		176
	Probable		0.21		7.40		0.67		159
	Sub-Total		0.21		14.22		0.73		335
Quema	Proven		0.21		–		–		–
	Probable		0.21		5.49		0.86		153
	Sub-Total		0.21		5.49		0.86		153
Total	Proven		0.21		6.82		0.80		176
	Probable		0.21		12.89		0.75		312
	Total		0.21		19.71		0.77		488

Notes:

(1)

Numbers may not add due to rounding.

(2)

A cut-off grade of 0.21 g/t of gold is used for reporting mineral reserves.

(3)

Mineral reserves are estimated at a gold price of US$1,300 per ounce.

(4)

Effective as of June 30, 2014.

(5)

Page 12

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Environmental and permitting

CSR

Exploration

There were no notable exploration activities at Cerro Quema in 2019.

Pre-Feasibility Study

Non-GAAP Measures

Cash Costs per Ounce —

All-In Sustaining Costs ("AISC") —

Page 13

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Summary of Annual Results

The figures in the following table are based on the financial statements prepared in accordance with IFRS.

	2019-Q4			2019-Q3			2019-Q2			2019-Q1			2018-Q4			2018-Q3			2018-Q2			2018-Q1
Exploration expense	$	4,037		$	4,784		$	3,515		$	7,503		$	6,066		$	7,056		$	4,438		$	5,273
General and administrative		194			127			162			217			183			144			126			108
Professional fees		215			223			148			125			176			79			202			136
Regulatory and transfer agent		146			39			46			41			205			19			14			40
Salaries and wages		951			556			564			550			836			422			230			234
Depreciation		7			34			23			39			40			40			37			36
Share based payments		473			758			907			1,253			1,065			601			1,523			796
Interest income		(29	)		(21	)		(30	)		(62	)		(105	)		(134	)		(117	)		(86	)
Interest expense		104			2			1			—			—			—			—			—
Amortization of loan costs		112			—			—			—			—			—			—			—
Foreign exchange		183			(1	)		11			13			(133	)		10			(146	)		(6	)
Accretion in value of Newmont loan		402			638			76			357			187			153			100			65
Net loss	$	6,795		$	7,139		$	5,423		$	10,040		$	8,520		$	8,390		$	6,407		$	6,596
Loss per share (basic and diluted)	$	0.03		$	0.04		$	0.03		$	0.06		$	0.05		$	0.05		$	0.04		$	0.04

We acquired the Cerro Quema project at the end of 2016, and the Camino Rojo project at the end of 2017. In 2018, we conducted work on both Cerro Quema and Camino Rojo.

Administrative costs and professional fees have trended with the level of activity of the Company, and with major regulatory events such as financings and public listings. In 2018-Q4 we commenced trading on the TSX Exchange, and in 2019-Q4 we closed a US$125 million project credit facility – both events caused one-time increases in regulatory fees and legal fees.

The increase in salaries and wages in 2017-Q4 was related to an accrual of short-term incentive (bonus) payments, as was the increase in 2018-Q3. In 2018-Q4, we accrued for payments related to the departure of the former CEO. Salaries have generally increased in 2019 as we have grown our team in preparation for the construction phase at Camino Rojo.

Share based payments expense is generally related to the number of stock options and RSUs outstanding vesting during the quarter. The grants occurred during 2017-Q2, 2018-Q2, and 2019-Q1; consequently, those quarters tend to be greater than the others as much of the vesting occurs on the date of the grant. The increase in share-based payments in 2018-Q4 was related to options and bonus shares granted to the incoming CEO.

Interest income is directly related to cash on hand and prevailing interest rates.

The Company received US$25 million in 2019-Q4 as a first draw on the Camino Rojo project loan, which caused an increase in interest expense, and we can expect swings in foreign exchange gains and losses, starting in that quarter.

Foreign exchange gains and losses vary based on fluctuation of the Canadian dollar versus US dollar and Mexican peso amounts on hand.

Page 14

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Fourth Quarter of 2019

The following table is based on financial statements prepared in accordance with IFRS. Figures are expressed in thousands of Canadian dollars.

Comparison to the previous quarter

	2019-Q4			2019-Q3			Difference			Discussion
Exploration expense	$	4,037		$	4,784		$	(747	)	Planned decreased activity in drilling, geophysics, and environmental as necessary reports and data collection related to the feasibility study at Camino Rojo had been completed. Partly offset by increases in engineering, project management, and site activities as we prepare for construction.
General and administrative		194			127			67
Professional fees		215			223			(8	)
Regulatory and transfer agent		146			39			107		TSX fees related to the warrants issued as part of the Credit Facility
Salaries and wages		951			556			395		Severance payments
Depreciation		7			34			(27	)
Share based payments		473			758			(285	)	Issuance and vesting of equity compensation.
Interest income		(29	)		(21	)		(8	)
Interest expense		104			2			102		Drawdown on the project loan during Q4
Amortization of loan costs		112			—			112		Drawdown on the project loan during Q4
Foreign exchange		183			(1	)		(184	)	The Credit Facility is denominated in US$, which causes greater swings in FX. The C$ weakened during the latter half of December, giving rise to this FX loss.
Changes in value of Newmont loan		402			638			236		Due to time value accretion
Loss for the quarter	$	6,795		$	7,139		$	(344	)

Page 15

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Comparison to the same quarter last year

	2019-Q4			2018-Q4			Difference			Discussion
Exploration expense	$	4,037		$	6,053		$	(2,016	)	Planned decrease in activities at Cerro Quema in 2019. Decreased spending at Camino Rojo in Q4-2019 compared to same quarter last year as a result of having completed the feasibility study during 2019.
Office and administrative		194			183			11
Professional fees		215			176			39		Increased legal and advisory work related to the Camino Rojo project loan.
Regulatory and transfer agent		146			205			(59	)	Cost related to graduation from TSX-V to TSX in Q4-2018.
Salaries and wages		951			836			115		Increased staffing as we prepare for construction activities.
Depreciation		7			53			(46	)
Share based payments		473			1,065			(592	)	Bonus shares issued to incoming CEO in 2018-Q4.
Interest income		(29	)		(105	)		76		Lower cash balances on hand.
Interest expense		104			—			104		No debt last year.
Amortization of loan costs		112			—			112		No debt last year.
Foreign exchange		183			(133	)		316
Change in value of Newmont loan		402			187			215		Larger loan balance, closer to maturity.
Loss for the quarter	$	6,795		$	8,520		$	(1,725	)

Liquidity and Capital Resources

The Company had working capital of approximately $27.1 million as at December 31, 2019, compared with $13.6 million at December 31, 2018.

During Q2 and Q3 of 2019, the early warrant exercise program, as well as other warrant and option exercises, provided $4.0 million in cash. During Q4, we received US$25 million ($32.8 million) as part of the US$125 million Credit Facility.

Page 16

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

The Company had no material commitments for capital expenditures as of December 31, 2019. As of the date of this MD&A, the Company had issued purchase orders for long-lead equipment in the amount of US$20,877,000.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements requiring disclosure under this section.

Related Party Transactions

This information is provided in note 14 of the accompanying financial statements.

Critical Accounting Estimates

In preparing these consolidated financial statements, we have made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

We review estimates and their underlying assumptions on an ongoing basis. Revisions to estimates are recognized prospectively.

Judgements, estimates, and assumptions that we have made in applying accounting policies that have the most significant effects on the amounts recognized in these consolidated financial statements include:

Functional currency

The functional currency for the parent entity and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency involves judgements to identify the primary economic environment. We reconsider the functional currency of each entity if there is a change in the underlying transactions, events and conditions which we used to determine the primary economic environment of that entity.

Business combinations

Determining whether a set of the assets acquired and liabilities assumed constitute the acquisition of a business or the acquisition of an asset requires us to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 «Business Combinations». If an acquired set of assets and liabilities includes goodwill, the set is presumed to be a business. Based on an assessment of relevant facts and circumstances, management of the Company concluded that the acquisitions of Cerro Quema in 2016 and of Camino Rojo in 2017 were acquisitions of assets. The values assigned to common shares, stock options and warrants issued and the allocation of the purchase price to the net assets in the acquisition were based on estimates and judgements including discount rates, volatility, expected duration of option and warrant and the relative fair values of the net assets.

Page 17

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Exploration and evaluation expenditures

We must make certain estimates and assumptions about future events and circumstances, particularly, whether economic mineral exploitation is viable. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, we assess indicators of impairment and may conclude to write off such amounts to the statement of profit or loss.

Title to mineral properties

Assessment of impairment indicators

Share based payments

We issue, grant or award different types of share based payments. These include warrants, options, restricted share units, deferred share units, and bonus shares.

Site closure provisions

We make estimates and assumptions in determining the provisions for asset retirement and site closure. The ultimate rehabilitation costs are uncertain, and cost estimates can vary in response to many factors, including judgements of the extent of rehabilitation activities, technological changes, and regulatory changes. We make estimates of rehabilitation costs and of cost increases, inflation rates, and discount rates. These uncertainties will result in actual future expenditures differing from the amounts currently provided. Consequently, there could be significant adjustments to the provisions established, which would affect future financial position, results of operations, and changes in financial position.

Page 18

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

10.

Financial Instruments

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and the manner in which we manage these risks varies based upon our assessment of these risks and available alternatives for mitigation. We do not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support our operations.

A discussion of these financial risks and our exposure to them is provided in the notes to the accompanying interim financial statements, and in the audited financial statements for the year ended December 31, 2019.

11.

Outstanding Share Data

As of the date of this MD&A, the Company had the following equity securities outstanding:

187,192,168 common shares

50,703,100 warrants

9,827,336 stock options

1,500,000 bonus shares

1,014,972 restricted share units

508,780 deferred share units

You can find further details about these potentially issuable securities in the notes to the accompanying audited financial statements for the year ended December 31, 2019.

12.

Subsequent Event

On March 23, 2020, the Company announced that it had entered into a non-binding letter agreement with Fresnillo Plc (“Fresnillo”) regarding the commercial terms on which Orla would obtain the right to expand the Camino Rojo oxide pit onto part of Fresnillo’s mineral concession located immediately to the north of Orla’s property under a definitive layback agreement. Under the terms of the layback agreement, Orla would pay Fresnillo, total cash consideration of US$62.8 million over a period of approximately 3.5 years. For further information on the transaction, please refer to the news release dated March 23, 2020 which can be found on Orla’s website at www.orlamining.com.

Page 19

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

13.	Risks and Uncertainties

Permits and Licenses

The timing of our ability to construct a mine at Camino Rojo is subject to, and may be affected by, timely review and approval by the Mexican environmental and permitting authorities.

Foreign Country and Political Risk

We do not carry political risk insurance.

Dependence on Exploration-Stage Properties

Estimates of Mineral Resources & Mineral Reserves and Production Risks

Page 20

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

The Camino Rojo Gold Project mineral resource estimate assumes that the Company can access mineral titles and lands that are not controlled by the Company

Mineral resource estimations for the Camino Rojo Gold Project are only estimates and rely on certain assumptions

Mining Industry

Page 21

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration and development of ore, including unusual and unexpected geology formations, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to life or property, environmental damage and possible legal liability. The Company’s mineral exploration activities are directed towards the search, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company as described herein will result in discoveries of commercial quantities of ore. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which with greater financial resources, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts.

Government Regulation

Title Matters

Land Title

Page 22

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Environmental Risks and Hazards

All phases of the Company’s mineral exploration operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulations, laws and permits, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties. The Company may become liable for such environmental hazards caused by previous owners and operators of the properties even where it has attempted to contractually limit its liability.

Commodity Prices

Uninsured Risks

Compliance with Anti-Corruption Laws

Orla is subject to various anti-corruption laws and regulations including, but not limited to, the Corruption of Foreign Public Officials Act (1999). In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. The Company’s primary operations are located in Panama, a country which is perceived as having fairly high levels of corruption. Orla cannot predict the nature, scope or effect of future anti- corruption regulatory requirements to which the Company’s operations might be subject or the manner in which existing laws might be administered or interpreted.

Page 23

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Conflicts of Interest

Threat of Infectious Diseases or Outbreaks of Viruses

At this time, the Company cannot accurately predict what impacts there will be or what effects these conditions will have on its business, including due to uncertainties relating to the ultimate geographic spread, the duration of the outbreak, and the length of restrictions or responses that have been or may be imposed by the governments. Any outbreak or threat of an outbreak of a contagions or epidemic disease could have a material adverse effect on the Company, its ability to finance, its business and financial results and the market price of its securities.

14.

Forward Looking Statements

This MD&A contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements regarding (i) planned exploration and development programs and expenditures; (ii) the estimation of mineral resources and mineral reserves; (iii) expectations on the potential renewal of the expired mineral concessions with respect to the Cerro Quema project; (iv) proposed exploration plans and expected results of exploration from each of the Cerro Quema project and the Camino Rojo project; (v) the potential for the discovery of additional mineral resources; (vi) Orla’s ability to obtain required mine licences, mine permits, required agreements with third parties and regulatory approvals, including but not limited to, the receipt of the Environmental & Social Impact Assessment (“ESIA”) permit related to the Cerro Quema project and other necessary permitting required to implement expected future exploration plans; (vii) community and ejido relations; (viii) requirements for additional land; (ix) availability of sufficient water for proposed operations; (x) results of feasibility studies, including but not limited to mineral resource and mineral reserve estimation, mine plans and operations, internal rates of return, sensitivities, taxes, net present values, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; (xi) upside opportunities such as pit wall angles, land agreements, and the development of the sulphide mineral resource, and exploration potential; (xii) the timing and costs for production decisions; (xiii) financing timelines and requirements, including the timing and the amount to be secured relating to the Camino Rojo project loan; (xiv) the Camino Rojo project loan, including meeting all the conditions precendent relating to tranches 2 and 3 of the project loan; (xv) timing for start of engineering work, construction, and receipt of permits; (xvi) changes in commodity prices and exchange rates; (xvii) currency and interest rate fluctuations; (xviii) timing for first gold production; and (xix) the Company's objectives and strategies.

Page 24

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward looking statements include, among others: (i) failing to meet certain conditions precedent to draw the reamining portion of the Camino Rojo project loan; (ii) risks related to uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral resources and reserves, including changes in economic parameters; (iii) risks relating to not securing agreements with third parties or not receiving required permits; (iv) failure to obtain required regulatory and stock exchange approvals with respect to any Offering; (v) uncertainty and variations in the estimation of mineral resources and mineral reserves; (vi) delays in or failure to obtain an agreement with the Adjacent Owner with respect to the Camino Rojo Gold Project; (vii) health, safety and environmental risks; (viii) success of exploration, development and operations activities; (ix) risks relating to foreign operations and expropriation or nationalization of mining operations; (x) delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; (xi) delays in getting access from surface rights owners; (xii) uncertainty in estimates of production, capital and operation costs and potential for production and cost overruns; (xiii) the impact of Panamanian or Mexican laws regarding foreign investment; (xiv) the fluctuating price of gold; (xv) assessments by taxation authorities in multiple jurisdictions; (xvi) uncertainties related to title to mineral properties; (xvii) competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; and (xviii) the Company’s ability to identify, complete and successfully integrate acquisitions.

Page 25

ORLA MINING LTD.

Management’s Discussion and Analysis

Year ended December 31, 2019

Canadian dollars unless otherwise stated

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risks and Uncertainties” in this MD&A for additional risk factors that could cause results to differ materially from forward-looking statements.

Page 26

ORLA MINING LTD.
Management’s Discussion and Analysis
Year ended December 31, 2019	Canadian dollars unless otherwise stated

15.	Abbreviations Used

$	Canadian dollars
AIF	Annual Information Form
AISC	All in Sustaining Cost
Ag	Silver
Au	Gold
Canplats	Canplats Resources Corporation
Cerro Quema Report or 2014 PFS	An independent technical report for the Cerro Quema Project entitled “Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014 with an effective date of June 30, 2014 (the “Cerro Quema Report”) prepared by Eugene Puritch, P. Eng., Richard H. Sutcliffe, P.Geo., Tracy Armstrong, P.Geo., Antoine Yassa, P.Geo., David Burga, P.Geo., Kenneth Kuchling, P.Eng., and Fred Brown, P.Geo., of P&E Mining Consultants Inc., Gene Tortelli, PE, George Lightwood, PE, and David Brown, P.Geo., of Golder Associates Inc., and Mark Gorman, PE of KCA.
CIM	Canadian Institute of Mining, Metallurgy and Petroleum
Company	Orla Mining Ltd.
CSR	Community and Social Responsibility
EPCM	Engineering, Procurement, and Construction Management
ESIA	Estudio de Impacto Ambiental, a Panamanian environmental impact study
g/t	Grams per metric tonne
G&A	General and administrative costs
GAAP	Generally accepted accounting principles, which for the Company are IFRS
Goldcorp	Goldcorp Inc., a predecessor company to Newmont Goldcorp Corporation, prior to April 18, 2019.
MXN	Mexican pesos
Newmont	Newmont Goldcorp Corporation, a publicly traded company resulting from the combination of Newmont Mining Corporation and Goldcorp Inc., effective April 18, 2019.
ha	Hectares
HGL	HydroGeoLogica Inc.
IFRS	International Financial Reporting Standards, as issued by the International Accounting Standards Board
IMC	Independent Mining Consultants Inc.
IP	Induced polarization
IRR	Internal rate of return
K tonnes	Thousands of metric tonnes
Koz	Thousands of troy ounces
KCA	Kappes Cassiday and Associates
LOM	Life of mine
M&I	Measured and indicated
MD&A	Management's Discussion and Analysis
MIA	Manifiesto de Impacto Ambiental. In English, an Environmental Impact Statement

Page 27

NI 43-101	Canadian National Instrument 43-101 “Standards of Disclosure for Mineral Projects”
NPV	Net present value
Pb	Lead
PFS	Pre-Feasibility Study
RC	Reverse circulation
RGI	Resource Geosciences Incorporated
SEDAR	The System for Electronic Document Analysis and Retrieval, a filing system operated by the Canadian Securities Administrators, accessible at: www.sedar.com
SEMARNAT	Secretaría del Medio Ambiente y Recursos Naturales. In English, the Secretariat of Environment and Natural Resources (Mexico)
t	Metric tonne, equal to 1,000 kilograms (approximately 2,205 pounds)
TSX	Toronto Stock Exchange
US$	United States dollars
Zn	Zinc

Page 28

Exhibit 99.35

Form 52-109F1

Certification of Annual Filings
Full Certificate

I, Etienne Morin, Chief Financial Officer of Orla Mining Ltd., certify the following:

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Orla Mining Ltd. (the “issuer”) for the financial year ended December 31, 2019.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii)

(b)

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Evaluation: The issuer’s other certifying officer(s) and I have

(a)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii)

N/A

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: March 23, 2020.

“Etienne Morin”

Etienne Morin

Chief Financial Officer

Exhibit 99.36

Annual Information Form

For the Year Ended December 31, 2019

March 23, 2020

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

TABLE OF CONTENTS

INTRODUCTORY NOTES AND CAUTIONARY STATEMENTS	3
CORPORATE STRUCTURE	8
GENERAL DEVELOPMENT OF THE BUSINESS	9
DESCRIPTION OF THE BUSINESS	14
MINERAL PROJECTS	21
RISK FACTORS	64
DESCRIPTION OF CAPITAL STRUCTURE	75
DIVIDENDS	76
MARKET FOR SECURITIES	77
DIRECTORS AND OFFICERS	77
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	80
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	80
TRANSFER AGENTS AND REGISTRARS	81
MATERIAL CONTRACTS	81
INTERESTS OF EXPERTS	81
AUDIT COMMITTEE INFORMATION	82
ADDITIONAL INFORMATION	84
SCHEDULE “A”	85

Page 2

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

INTRODUCTORY NOTES AND CAUTIONARY STATEMENTS

GENERAL

In this Annual Information Form (“AIF”), Orla Mining Ltd., together with its subsidiaries, as the context requires, is referred to as the “Company” and “Orla”. Unless otherwise stated, all information contained in this AIF is as at December 31, 2019, being the date of the Company’s most recently completed financial year.

This AIF should be read in conjunction with the Company’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2019, which are available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

This AIF contains references to Canadian (“$” or “C$”) and United States dollars (“US dollars” or “US$”). All dollar amounts referenced, unless otherwise indicated, are expressed in Canadian dollars. Unless otherwise indicated, United States dollar amounts have been converted to Canadian dollars at the indicative exchange rate on December 31, 2019, as quoted by the Bank of Canada, of US$0.7699 = C$1.00.

GOLD PRICES

The high, low, average, and closing London PM fix gold (“gold” or “Au”) prices in United States dollars per troy ounce for each of the three years preceding the period ended December 31, 2019, as quoted by the London Bullion Market Association, were as follows:

Year Ended December 31

2019

2018

2017

High

US$

1,546

US$

1,355

US$

1,346

Low

US$

1,270

US$

1,178

US$

1,151

Average

US$

1,393

US$

1,268

US$

1,257

Closing

US$

1,515

US$

1,282

US$

1,291

SILVER PRICES

The high, low, average, and closing London fix silver (“silver” or “Ag”) prices in United States dollars per troy ounce for each of the three years preceding the period ended December 31, 2019, as quoted by the London Bullion Market Association, were as follows:

Year Ended December 31

2019

2018

2017

High

US$

19.31

US$

17.52

US$

18.56

Low

US$

14.38

US$

13.97

US$

15.22

Average

US$

16.21

US$

15.71

US$

17.05

Closing

US$

18.05

US$

15.47

US$

16.87

Page 3

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This AIF contains “forward-looking statements” or “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “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 and development programs and expenditures, the estimation of Mineral Resources and Mineral Reserves (each as defined herein), expectations on the potential extension of the expired mineral concessions with respect to the Cerro Quema Project (as defined herein); proposed exploration plans and expected results of exploration from each of the Cerro Quema Project and the Camino Rojo Project (as defined herein); Orla’s ability to obtain required mine licences, mine permits, required agreements with third parties and regulatory approvals required in connection with 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, 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. 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 actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved (or the negative of any of these terms and similar expressions) are not statements of fact and may be forward-looking statements.

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the future price of gold, anticipated costs and the Company’s ability to fund its programs, the Company’s ability to carry on exploration and development activities, the Company’s ability to secure and to meet obligations under property agreements, the timing and results of drilling programs, the discovery of Mineral Resources and Mineral Reserves on the Company’s mineral properties, the obtaining of an agreement with the Adjacent Owner (as defined herein) to develop the entire Camino Rojo Project Mineral Resource estimate, the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction and operation of projects, the costs of operating and exploration expenditures, the Company’s ability to operate in a safe, efficient and effective manner and the Company’s ability to obtain financing as and when required and on reasonable terms.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: (i) access to additional capital; (ii) uncertainty and variations in the estimation of Mineral Resources and Mineral Reserves; (iii) delays in or failures to enter into an agreement with the Adjacent Owner with respect to the Camino Rojo Project; (iv) health, safety and environmental risks; (v) success of exploration, development and operation activities; (vi) risks relating to foreign operations and expropriation or nationalization of mining operations; (vii) delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; (viii) delays in getting access from surface rights owners; (ix) uncertainty in estimates of production, capital and operating costs and potential of production and cost overruns; (x) the impact of Panamanian or Mexican laws regarding foreign investment; (xi) the fluctuating price of gold and silver; (xii) assessments by taxation authorities in multiple jurisdictions; (xiii) uncertainties related to title to mineral properties; (xiv) the Company’s ability to identify, complete and successfully integrate acquisitions; and (xv) volatility in the market price of Company's securities.

Page 4

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risk Factors” below for additional risk factors that could cause results to differ materially from forward-looking statements.

Investors are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date of this AIF and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the Company’s filings with Canadian securities regulatory agencies, which can be viewed online under the Company’s profile on SEDAR at www.sedar.com.

Investors are cautioned that all of the mineralization comprised in the Company’s Mineral Resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by the Company. However, the Mineral Resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto lands where mineral title is held by another mining company (the “Adjacent Owner”) and that waste would be mined on the Adjacent Owner’s mineral titles. Any potential development of the Camino Rojo Project that includes an open pit encompassing the entire Mineral Resource estimate would be dependent on obtaining an agreement with the Adjacent Owner. It is estimated that approximately two-thirds of the Mineral Resource estimate is dependent on an agreement being obtained with the Adjacent Owner. Delays in, or failure to obtain, such agreement would affect the development of a significant portion of the Mineral Resources of the Camino Rojo property that are not included in the Feasibility Study, in particular by limiting access to significant mineralized material at depth. There can be no assurance that Orla will be able to negotiate such agreement on terms that are satisfactory to Orla or that there will not be delays in obtaining the necessary agreement. However, delays in, or failure to obtain, an agreement with the Adjacent Owner to conduct mining operations on its mineral titles would have no impact on the timetable or cost of development of the potential mine modelled in Orla’s Feasibility Study dated June 25, 2019.

SCIENTIFIC AND TECHNICAL INFORMATION

Unless otherwise indicated, scientific and technical information in this AIF relating to the Company’s mineral properties has been reviewed and approved by Hans Smit, P.Geo., the former Chief Operating Officer and a former director of the Company (“Director”). Mr. Smit is a “Qualified Person” as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

The disclosure included in this AIF uses Mineral Reserves and Mineral Resources classification terms that comply with reporting standards in Canada and the Mineral Reserves and Mineral Resources estimations are made in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards on Mineral Reserves and Mineral Resources adopted by the CIM Council on May 10, 2014 and NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The following definitions are reproduced from the CIM Standards:

A “Mineral Resource” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated, or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

Page 5

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

An “Inferred Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that most of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

An “Indicated Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.

A “Measured Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

A “Mineral Reserve” is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study.

A “Probable Mineral Reserve” is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve. Probable Mineral Reserve estimates must be demonstrated to be economic, at the time of reporting, by at least a Pre-Feasibility Study.

A “Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors. Proven Mineral Reserve estimates must be demonstrated to be economic, at the time of reporting, by at least a Pre-Feasibility Study.

“Modifying Factors” are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.

Page 6

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED, AND INFERRED MINERAL RESOURCES

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws and uses terms that are not recognized by the United States Securities and Exchange Commission (the “SEC”). Canadian reporting requirements for disclosure of mineral properties are governed by the Canadian Securities Administrators’ NI 43-101. The definitions used in NI 43-101 are incorporated by reference from the CIM Standards. United States reporting requirements are currently governed by the SEC Industry Guide 7 (“SEC Industry Guide 7”) under the Securities Act. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported but embody different approaches and definitions. For example, the terms “Mineral Reserve,” “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further, under SEC Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Reserve estimates contained in this AIF may not qualify as “reserves” under SEC Industry Guide 7. Further, the SEC has not recognized the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “reserve” prior to the adoption of the Modernization of Property Disclosures for Mining Registrants, which rules will be required to be complied with in the first fiscal year beginning on or after January 1, 2021.

While the terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and required to be disclosed by NI 43-101, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. In addition, “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules and regulations, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies or other economic studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained in this AIF containing descriptions of mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

Page 7

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

CORPORATE STRUCTURE

NAME, ADDRESS AND INCORPORATION

The Company was incorporated under the Business Corporations Act (Alberta) on May 31, 2007 as a Capital Pool Company (as defined by the TSX Venture Exchange (the “TSXV”)). On June 3, 2010, the Company was continued into British Columbia under the Business Corporations Act (British Columbia) and on April 21, 2015, the Company was continued into Ontario under the Business Corporations Act (Ontario). On June 12, 2015, the Company changed its name from “Red Mile Minerals Corp.” to “Orla Mining Ltd.” On December 2, 2016, in order to facilitate the acquisition of Pershimco Resources Inc. (“Pershimco”), the Company was continued as a federal company under the Canada Business Corporations Act (the “CBCA”). Following the continuance, on December 6, 2016, the plan of arrangement under the CBCA involving Orla and Pershimco (the “Arrangement”) was affected. Pursuant to the Arrangement, among other things, Orla and Pershimco were amalgamated and continued as one company under the name “Orla Mining Ltd.”

The Company’s registered office and its head and principal office is located at Suite 202 – 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

INTERCORPORATE RELATIONSHIPS

The following is a diagram of the intercorporate relationships among Orla and its material subsidiaries, including their respective jurisdictions of incorporation.

Inactive subsidiaries and those with both less than 10% of the total assets of the Company and 10% of the total revenues of the Company are excluded. As required under Mexican corporate law, Minera Camino Rojo SA de CV (“Minera Camino Rojo”) has two shareholders – Orla Mining Ltd. holds 98% of the shares and 2% are held by a Canadian subsidiary of the Company, which holds its shares in trust for the Company.

Page 8

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

GENERAL DEVELOPMENT OF THE BUSINESS

OVERVIEW

Orla is a Canadian company listed on the Toronto Stock Exchange (“TSX”). The Company's focus is on the acquisition, exploration, and development of mineral exploration and exploitation opportunities in which the Company's exploration, development and operating expertise could substantially enhance shareholder value. The Company currently has two core projects – the Camino Rojo project in Zacatecas State, Mexico (the “Camino Rojo Project”) and the Cerro Quema project in Los Santos Province, Panama (the “Cerro Quema Project”).

The Camino Rojo Project is an advanced gold oxide heap leach project in a low risk jurisdiction, which leverages management’s and the Company’s Board of Directors’ (the “Board” or “Board of Directors”) extensive exploration, development, and operating experience in Mexico. The Camino Rojo Project boasts a large prospective land package covering over 163,000 hectares (“ha”). Access and infrastructure are excellent with a paved highway and powerline nearby. A NI 43-101 technical report dated June 25, 2019 containing current Mineral Resource and Mineral Reserve estimations for the Camino Rojo Project and operating plan has been filed under the Company’s profile on SEDAR at www.sedar.com. For further details regarding the Camino Rojo Project, see “Mineral Projects – Camino Rojo Project”.

GENERAL DEVELOPMENT OF THE BUSINESS

THREE YEAR HISTORY OF ORLA

Orla’s history prior to the appointment of management in June 2015 is not material to the current business of the Company.

Subsequent to the appointment of management in June 2015 and prior to the acquisition of Pershimco by Orla in December 2016, the principal activities of Orla included:

On July 8, 2016, Orla closed a non-brokered private placement financing for gross proceeds of C$7,000,000. The Company issued 14,000,000 units (each, a “2016 Unit”) at a price of C$0.50 per 2016 Unit. Each 2016 Unit consisted of one Old Orla Share and one-half of one common share purchase warrant (each whole warrant, a “July 2021 Warrant”). Each July 2021 Warrant entitles the holder to purchase one Old Orla Share at an exercise price of C$0.62 until July 8, 2021. These July 2021 Warrants became exercisable for Common Shares (as defined below) in connection with the Arrangement, as discussed below. Insiders of the Company accounted for approximately 46% of the total financing. The Company used the net proceeds to further asset review and evaluation opportunities, and for general working capital purposes.

Page 9

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

THREE YEAR HISTORY OF PERSHIMCO

Prior to the acquisition of Pershimco by Orla in December 2016, the principal activities of Pershimco included:

On January 28, 2014, Pershimco closed a non-brokered private placement with Agnico Eagle Mines Limited (“Agnico Eagle”) and Sentient Executive GP IV Limited (“Sentient”) for aggregate gross proceeds of C$11,198,692.

In July 2014, Pershimco issued its prefeasibility study of the Cerro Quema Project, which was intended to help determine the value of the Mineral Reserves contained in the oxidized gold domain of the La Pava and Quemita deposits. This study considered the work conducted by previous owners, as well as the work completed since Pershimco acquired the property.

On May 14, 2015, Pershimco completed a brokered private placement for aggregate gross proceeds of C$7,071,203. Agnico Eagle and Sentient participated, increasing each of their ownership percentages to 19.9% of the then outstanding common shares of Pershimco (the “Pershimco Shares”).

On May 16, 2015, the Autoridad Nacional del Medio Ambiente (“ANAM”) of Panama successfully completed public hearings on the Cerro Quema Project. During the hearings, ANAM heard the views of local leaders and residents concerning the Cerro Quema Project’s potential environmental and social impact. The ANAM public consultations represented a major milestone for Pershimco in order to initiate the technical review and recommendations on the ESIA.

On August 20, 2015, Pershimco completed a non-brokered private placement with EXP T1 Ltd., an affiliate of RK Mine Finance (“Red Kite”), for aggregate gross proceeds of C$3,266,000. The private placement was completed in connection with the arranging of a senior secured facility with Red Kite for US$15 million.

In November 2015, Pershimco acquired all the issued and outstanding shares of Aurum Exploration Inc. (“Aurum”), a Panamanian company, from Bellhaven Copper and Gold Inc., for cash consideration of US$140,000. The acquisition of Aurum gave Orla rights to certain concession applications along the Azuero mineralized belt.

THE PERSHIMCO ACQUISITION

On September 14, 2016, Orla and Pershimco entered into a definitive arrangement agreement (the “Arrangement Agreement”) to amalgamate the two companies by way of a court-approved Arrangement under the CBCA. Concurrently with entering into the Arrangement Agreement, Orla subscribed for 12,121,212 Pershimco Shares at a price of C$0.33 per Pershimco Share in a private placement for total gross proceeds to Pershimco of approximately C$4 million, representing approximately 4% of the Pershimco Shares on a pro forma basis. The private placement financing was not conditional on the completion of the Arrangement.

Page 10

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

In connection with the proposed Arrangement, Orla entered into an agreement with GMP Securities L.P. on behalf of a syndicate of agents (the “Agents”) to complete a private placement of subscription receipts (the “Subscription Receipts”) for total gross proceeds of approximately C$50 million at a price of C$1.75 per Subscription Receipt. The gross proceeds were held in escrow in order to be released immediately prior to the completion of the Arrangement upon the satisfaction of certain conditions. Each Subscription Receipt entitled the holder thereof to one Old Orla Share on satisfaction of the release conditions, which Old Orla Shares would then participate in the Arrangement, as discussed below. Insiders of Orla participated in the financing and subscribed for an aggregate of 12,604,000 Subscription Receipts representing 44.1% of the outstanding Subscription Receipts sold under the private placement, and minority shareholder approval was obtained for the insider participation.

On December 6, 2016, Orla announced the completion of the Arrangement and the release of the proceeds of the private placement of Subscription Receipts from escrow. The proceeds were used to repay any amounts owed to Red Kite, for exploration at the Cerro Quema Project and for general corporate purposes.

Under the Arrangement, each Orla shareholder received one common share of the amalgamated Orla entity (the “Common Shares”) in exchange for each Old Orla Share held. Each Pershimco shareholder received (i) 0.19 of a Common Share for each Pershimco Share held; and (ii) 0.04 of a class A common share of Orla. Each whole class A common share entitled its holder to receive, without payment of additional consideration, one Common Share conditional upon the issuance of a ministerial resolution by the Ministry of Environment of Panama, accepting the ESIA for the Cerro Quema Project on or prior to January 31, 2017. All outstanding options and warrants of both Orla and Pershimco were exchanged for equivalent securities of Orla in accordance with the Arrangement, while the outstanding restricted share units of Pershimco were paid out in either cash or Common Shares.

Following completion of the Arrangement, Orla had approximately 115.86 million Common Shares issued and outstanding with approximately 53.1% of the Common Shares being held by former shareholders of Orla and 46.9% of the Common Shares being held by former shareholders of Pershimco. Additionally, Orla had approximately 11.44 million class A shares issued and outstanding, which were all held by former shareholders of Pershimco. The 12,121,212 Pershimco Shares held by Orla were cancelled in connection with the Arrangement.

On December 7, 2016, the post-arrangement Common Shares commenced trading on the TSXV under the symbol OLA.

DEVELOPMENTS SUBSEQUENT TO THE PERSHIMCO ACQUISITION

On February 2, 2017 Orla announced that the ESIA was not received prior to January 31, 2017 and, as a result and in accordance with their terms, any right held by the holders of class A common shares to receive Common Shares was terminated

On June 21, 2017, Orla announced it had entered into an asset purchase agreement dated June 20, 2017, as amended (the “Camino Agreement”) pursuant to which Orla would acquire the Camino Rojo Project from Goldcorp Inc. (“Goldcorp”) for consideration to Goldcorp consisting of 31,860,141 Common Shares and a 2.0% net smelter royalty (the “Camino Acquisition”). On November 7, 2017, Orla and Goldcorp Inc. completed the Camino Acquisition. Following the Camino Acquisition, Goldcorp held 31,860,141 Common Shares, representing 19.9% of the then outstanding Common Shares.

In addition, Orla and Goldcorp entered into an option agreement dated November 7, 2017 (the “Option Agreement”) regarding the potential future development of a sulphide operation at the Camino Rojo Project whereby Goldcorp will, subject to the sulphide project meeting certain thresholds, have an option to acquire a 60% to 70% interest in such sulphide project at the Camino Rojo Project. Orla will be the operator of the Camino Rojo Project and will have full rights to explore, evaluate, and exploit the property. However, in the event sulphide projects are defined through one or more positive pre-feasibility studies outlining a development scenario as outlined below, Goldcorp will have an option to enter into a joint venture with Orla for the purpose of future exploration, advancement, construction, and exploitation of such a sulphide project.

In connection with the issuance of the Common Shares by the Company to Goldcorp, the parties entered into an investor rights agreement (the “IRA”). The IRA provides that (i) Goldcorp will not sell any of the Common Shares for a period of two years from the closing date, except in certain circumstances; (ii) for so long as Goldcorp maintains at least a 10.0% equity interest in the Company, it will have the right to participate in future equity offerings used to advance the Cerro Quema or Camino Rojo projects, in order to maintain its pro rata ownership and (iii) Goldcorp will have the right to appoint one nominee to the Board of Directors.

DEVELOPMENTS DURING 2018

On January 25, 2018, Orla entered into an agreement to acquire up to a 100% interest in the Monitor Gold exploration project (the “Monitor Gold Project”) covering approximately 2,800 ha in central Nevada. The agreement is structured as a lease between the vendor, Mountain Gold Claims LLC (“Mountain Gold”), a privately held Nevada company, Orla, and Monitor Gold Corporation, a wholly owned subsidiary of Orla. The agreement covers an initial 340 claims and is subject to a surrounding area of interest (the “AOI”) in which any additional mineral claims Orla acquires will become part of the lease and a right for Orla to acquire ownership of any claims required to develop a mining operation. Mountain Gold retains a 3% net smelter royalty covering the claims and any new claims in the AOI, with Orla having the right to purchase a portion of this royalty and a right of first refusal on the remaining portion. Pursuant to the terms of the agreement, Orla is required to make an advanced royalty payment of US$5,000 on execution of the agreement, and advanced royalty payments in the aggregate amount of US$525,000, as allocated per year in the agreement until the 10th anniversary date, and US$100,000 on the 11th anniversary date and each anniversary date thereafter. Orla has annual work commitments in the aggregate of US$155,000 for the first four years of the lease, and US$100,000 for the fifth year and each year thereafter. In addition, Orla will be required to make payments of US$50,000, US$150,000 and US$250,000, on each of the first, third and fifth anniversary dates, respectively, with such payments to be satisfied in cash or through the issuance of Common Shares, which shares will be issued at a price based on the closing price of the Common Shares on the date prior to the applicable anniversary date or such other price as may be required by the applicable stock exchange. On January 28, 2019, the Company issued 58,895 Common Shares at a deemed price of $1.10 per share to Mountain Gold in respect of the annual share consideration to be issued by the Company on the first anniversary. The Monitor Gold Project is not considered to be a material project for the Company.

Page 11

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

On February 15, 2018, Orla closed a bought deal financing with a syndicate of underwriters and issued 17,581,200 units (each, a “2018 Unit”) of Orla at a price of C$1.75 per 2018 Unit for gross proceeds of C$30,767,100 (the “2018 Offering”). Each 2018 Unit was comprised of one Common Share and one-half of one common share purchase warrant (each whole warrant, a “February 2021 Warrant”), where each full February 2021 Warrant entitles the holder to purchase one Common Share at a price of C$2.35 until February 15, 2021. The 2018 Units were sold pursuant to an underwriting agreement between the Company and a syndicate of investment dealers led by GMP Securities L.P. The 2018 Units issued under the 2018 Offering were offered by way of short form prospectus in all the Provinces of Canada, other than Québec and sold elsewhere outside of Canada on a private placement basis. Goldcorp and Agnico Eagle each subscribed for such number of 2018 Units from the 2018 Offering as were necessary to maintain their ownership positions in Orla of approximately 19.9% and 9.9%, respectively. Orla utilized the net proceeds of the 2018 Offering for exploration and development activities at its Camino Rojo and Cerro Quema projects and for general corporate purposes.

On April 30, 2018, Mr. Etienne Morin was appointed as the new Chief Financial Officer of the Company.

On May 29, 2018, Orla announced the results of a positive preliminary economic assessment (“PEA”) and a Mineral Resource estimate on the Camino Rojo Project. See “Mineral Projects – Camino Rojo Project”.

On November 1, 2018, the Common Shares commenced trading on the TSX and were delisted from trading on the TSXV.

On November 12, 2018, Mr. Jason Simpson assumed the role as the Company’s President and Chief Executive Officer upon the resignation of Mr. Marc Prefontaine. In addition to the role of President and Chief Executive Officer, Mr. Simpson was also appointed a Director of the Company.

DEVELOPMENTS DURING 2019

On March 11, 2019, the Company filed a short form base shelf prospectus (the “Base Shelf Prospectus”) with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec, which allows the Company to offer for sale and issue from time to time Common Shares, warrants to purchase Common Shares, subscription receipts, units and debt securities, or any combination thereof, having a total aggregate offering price for such securities, of up to $300,000,000 (or the equivalent thereof in other currencies) during the 25-month period that the Base Shelf Prospectus, including any amendments thereto, remains effective.

On April 18, 2019, Newmont Mining Corporation acquired all outstanding common shares of Goldcorp and the combined company became known as Newmont Goldcorp Corporation. Effective January 6, 2020, Newmont Goldcorp Corporation changed its name to Newmont Corporation (“Newmont”). By virtue of the takeover of Goldcorp by Newmont, Newmont assumed all rights and obligations of Goldcorp pursuant to all Goldcorp contracts with the Company. Where applicable, all future references in this AIF to Goldcorp have been changed to Newmont.

Page 12

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

On May 14, 2019, the Company announced an early warrant exercise incentive program (the “Incentive Program”) for its 6,737,500 outstanding and unlisted July 2021 Warrants having an exercise price of $0.62 and expiring on July 8, 2021. The Incentive Program was designed to encourage the early exercise of the 2021 Warrants during a 30-day early exercise period commencing June 13, 2019 and ending on July 12, 2019 (the “Incentive Period”). Pursuant to the Incentive Program, the holders of the July 2021 Warrants (the “Warrantholders”) were entitled to receive one full new warrant (the “Incentive Warrant”) upon the exercise of each July 2021 Warrant during the Incentive Period. Pursuant to the Incentive Program, 5,842,500 July 2021 Warrants were exercised, resulting in total gross proceeds to the Company of $3,622,350. The Incentive Program resulted in the Company issuing 5,842,500 Common Shares and 5,842,500 Incentive Warrants exercisable into one Common Share at a price of $1.65 for a period of three years expiring on June 12, 2022. Subsequent to the expiry of the Incentive Period, an additional 325,000 of the July 2021 Warrants were exercised by Warrantholders, leaving 570,000 of the July 2021 Warrants outstanding.

At the 2019 shareholder meeting, Elizabeth McGregor was elected as a Director of the Company, and Hans Smit ceased as a Director of the Company.

On June 25, Orla announced the results of its Positive Feasibility Study on the Camino Rojo Oxide Gold Project located in Zacatecas state, Mexico. Subsequently on August 6, 2019, an independent technical report titled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project, Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 (the “Camino Rojo Report”) was filed under the Company’s profile on SEDAR at www.sedar.com. See “Mineral Projects – Camino Rojo Project”.

The Company announced on September 9, 2019 that the Company has awarded the engineering, procurement and construction management (“EPCM”) contract for the Camino Rojo Project to M3 Engineering & Technology Corporation, a full service EPCM firm headquartered in Tucson, Arizona.

On December 18, 2019, the Company entered into a loan agreement (the “Loan Agreement”) with Trinity Capital Partners Corporation and a syndicate of other lenders (which include Agnico Eagle, Pierre Lassonde and three Directors of the Company) (collectively, the “Lenders”) with respect to a secured project finance facility of up to US$125 million (the “Facility”) for the development of the Camino Rojo Project. The Facility is for a term of five years (ending December 18, 2024), bears interest at 8.8% per annum and is comprised of three tranches – an initial tranche of US$25 million (drawn down on December 18, 2019) and two subsequent tranches of US$50 million each which are available for drawdown upon satisfaction of certain conditions precedent, including the receipt of key permits required for the development of the Camino Rojo Project. The Company can prepay the Facility, in full or in part, at any time during the term, without penalty, with cash flow from operations. The terms of the Facility require no mandatory hedging, production payments, offtake, streams or royalties. In connection with the closing of the Facility, on December 18, 2019, the Company issued an aggregate of 32.5 million share purchase warrants (the “2026 Warrants”) to the Lenders having an exercise price of $3.00 per Common Share for a period of seven years expiring on December 18, 2026. Concurrent with the closing of the Facility, the Board approved the start of construction spending at Camino Rojo (for immediate needs such as detailed engineering and the ordering of long lead items such as the crushing system) and the commencement of project construction (subject to receipt of all required permits).

The Company announced on December 18, 2019 that it has received notification from the Mexican federal government environmental department known as SEMARNAT, granting approval to the Change of Land Use Permit, being one of the two key permits required for the development of the Camino Rojo Project.

Hans Smit ceased as Chief Operating Officer of the Company on December 31, 2019. Mr. Smit remains with the Company as a consultant and continues to act as Qualified Person to the Company.

On October 18, 2019, the Company entered into an investor rights agreement with Agnico Eagle (the "Investor Rights Agreement") pursuant to which, among other things, a previous participation right agreement dated January 26, 2019 between Agnico Eagle and the Company was terminated and Agnico Eagle was granted, subject to the terms and conditions set out in the Investor Rights Agreement, certain rights, including the right to participate in certain equity offerings undertaken by the Company and the right to nominate one member to the Company’s Board of Directors (which Agnico Eagle has indicated that it has no present intention of exercising). The Investor Rights Agreement also provides for certain limited restrictions on the transfer of Common Shares held by Agnico Eagle. The Investor Rights Agreement is available for review under the Company’s profile on SEDAR at www.sedar.com.

Page 13

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

DESCRIPTION OF THE BUSINESS

SUMMARY

As described above under “General Development of the Business”, the Company is a natural resource exploration and development company engaged in the business of acquisition and development of mineral properties whose current efforts are focused on its Camino Rojo Project and Cerro Quema Project. See “Mineral Projects – Camino Rojo Project” and “Mineral Projects – Cerro Quema Project”.

SPECIALIZED SKILL AND KNOWLEDGE

All aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, mining, metallurgy, environmental permitting, corporate social responsibility, finance, and accounting. Orla faces competition for qualified personnel with these specialized skills and knowledge, which may increase costs of operations or result in delays.

COMPETITIVE CONDITIONS

The mineral exploration and mining business is competitive. Competition is primarily for: (a) mineral properties that can be developed and operated economically; (b) technical experts that can find, develop and mine such mineral properties; (c) labour to operate the mineral properties; and (d) capital to finance development and operations.

The Company competes with other mining companies, some of which have greater financial resources and technical facilities, for the acquisition of mineral concessions, claims, leases, and other interests, to finance its activities and in the recruitment and retention of qualified employees. The ability of the Company to acquire and develop precious metal properties will depend not only on its ability to raise the necessary funding but also on its ability to select and acquire suitable prospects for precious metal development or metal exploration. See “Financing Risks” and “Competition” under “Risk Factors”.

HEALTH AND SAFETY

The Company is committed to the health and safety of its employees and strives to create and maintain a safe working environment by complying with all applicable health and safety laws, rules, and regulations. Orla acknowledges that there are safety risks associated with its business and, through proactive risk management, continuously aims to minimize and control these risks. The Company now has a Health and Safety department with full time personnel at both Camino Rojo and Cerro Quema Projects and continues to develop Health and Safety policy and procedures. For 2019, there were no lost time injuries reported.

In order to ensure consistent oversight and proactive risk management, the Board has established an Environmental, Sustainability, Health & Safety Committee (discussed below in this AIF under the section entitled “Key Policies and Committees”) to assist the Board in its oversight role with respect to environmental, sustainability, health and safety matters concerning the Company. The Environmental, Sustainability, Health & Safety Committee is responsible for, among other things, ensuring that the Company provides training, instruction, and equipment to its personnel so that they may carry out their work in a manner that is safe for them and their colleagues.

Page 14

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

EMPLOYEES

As at December 31, 2019, the Company had 68 employees, which includes employees located in Canada (5), Panama (30) and Mexico (33). In addition, there were 25 contractors working on the Camino Rojo Project.

No management functions of the Company are performed to any substantial degree by a person other than the Directors or executive officers of the Company.

BANKRUPTCY AND SIMILAR PROCEDURES

There have been no bankruptcy, receivership, or similar proceedings against the Company or any of its subsidiaries, or any voluntary bankruptcy, receivership, or similar proceedings by the Company or any of its subsidiaries, within the three most recently completed financial years or during or proposed for the current financial year.

FOREIGN OPERATIONS

The locations of the Company’s Camino Rojo Project in Mexico and Cerro Quema Project in Panama expose the Company to certain risks, including currency fluctuations and possible political or economic instability that may result in the impairment or loss of mining titles or other mineral rights and opposition from environmental or other non-governmental organizations. Mineral exploration and mining activities in foreign jurisdictions may also be affected in varying degrees by political stability and governmental regulations relating to the mining industry; labour unrest; expropriation; renegotiation or termination of existing concessions; ability of governments to unilaterally alter agreements; surface land access; illegal mining; changes in taxation policies or laws; and repatriation of funds. Any changes in regulations or shifts in political attitudes in such foreign countries are beyond the Company’s control and may adversely affect the Company’s business.

See “Risk Factors – Foreign Country and Political Risk”.

ENVIRONMENTAL AND CORPORATE SOCIAL RESPONSIBILITY

Mining, exploration, and development activities are subject to various levels of federal, provincial, state, and local laws and regulations relating to the protection of the environment at all phases of operation. These regulations govern exploration, development, tenure, production, taxes, labour standards, occupational health, waste disposal, protection and remediation of the environment, reclamation, mine safety, toxic substances, and other matters. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the general handling, transportation, storage, and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. To the best knowledge of the Company, it is in compliance with all environmental laws and regulations in effect where its properties are located. Environmental protection requirements did not have a material effect on the capital expenditures, earnings, or competitive position of Orla during the 2019 financial year and are not expected to have a material effect during the 2020 financial year.

As noted above, the Board has established an Environmental, Sustainability, Health & Safety Committee which is responsible for all technical matters particularly as they apply to environmental, sustainability, health and safety concerns, assessing environmental risks and the Company’s risk management thereof.

The Company strives to actively engage and make positive contributions in the communities where it currently operates. In Panama, the Company has an active community relations program that includes provision of hot lunches to 5 to 15 year-old children studying in the 18 schools located within a 15 kilometre (“km”) radius of the Cerro Quema Project site, support for various local amateur sports teams, support for a youth orchestra in the town of Tonosi, Los Santos province, Panama, support for local fairs and cultural events, and support for specific local initiatives including the construction of a seniors’ centre in Tonosi.

Page 15

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Through agreements signed with the ejidos of San Tiburcio, El Berrendo and San Francisco de los Quijano, the Company provides social support, scholarships, and food to the local communities. The Company also has a significant community and social relations (“CSR”) program in addition to the requirements under the ejido agreements. The Company has a full-time community relations team for the Camino Rojo Project. The Company has contracted an independent consulting company to evaluate the CSR program and advise on its continued development.

KEY POLICIES AND COMMITTEES

CODE OF BUSINESS CONDUCT AND ETHICS

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company’s business plan and to meet performance goals and objectives according to the highest ethical standards. To this end, the Board has adopted a Code of Business Conduct and Ethics (the “Code”) for its Directors, officers, and employees. The Code also addresses such important topics as diversity and workplace bullying and harassment and states that the Company is committed to fostering a work environment of mutual respect and tolerance for diversity and will not tolerate and is dedicated to preventing bullying and harassment of any kind. Employees are required to report any violations under the Code or the Company’s corporate governance policies in accordance with the Company’s internal Whistleblower Policy (a copy of which is attached to the Code), which provides that an individual may report any concerns or complaints regarding accounting, internal accounting controls, audit-related matters, or fraud to the Chair of the Audit Committee. Such concerns and/or complaints will be kept confidential and may be communicated anonymously if desired. Following the receipt of any complaints, the Chair of the Audit Committee shall promptly investigate each matter so reported. No complaints were received under the Whistleblower Policy in 2019. A copy of the Code is posted on SEDAR at www.sedar.com.

CORPORATE DISCLOSURE POLICY

The Company has adopted a Corporate Disclosure Policy to outline the required process for the timely disclosure of all material information relating to the Company’s business, including both written and verbal disclosure, and to provide guidance and assistance to the Board of Directors, officers and employees in complying with their obligations under the provisions of securities laws and stock exchange rules to preserve the confidentiality of the Company’s non-public material information.

INSIDER TRADING POLICY

The Company has adopted an Insider Trading Policy. Canadian securities laws and regulations prohibit “insider trading” and impose restrictions on trading securities while in possession of material undisclosed information. The rules and procedures detailed in the Company’s Insider Trading Policy have been implemented in order to prevent improper trading of the Company’s securities or of companies with which the Company may have a business relationship.

SHARE OWNERSHIP POLICY

The Company has adopted a Share Ownership Policy in order to align the interests of the officers and Directors of the Company with those of the Company’s shareholders by requiring such persons to own a significant number of Common Shares. Each of the non-executive Directors is required to hold Common Shares having a value of at least three times the value of the annual base retainer. Each of the executive officers is required to hold Common Shares having a value of at least two times his or her base salary. The ownership guidelines will be deemed to be satisfied following the date on which the price paid by the Director or officer for Common Shares or the fair market value of the Common Shares equals or exceeds the ownership threshold. Individuals are required to comply with this policy by the fifth anniversary of the date of the individual’s date of hire or appointment.

Page 16

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

CLAWBACK POLICY

The Company has adopted a Clawback Policy in order to maintain a culture of focused, diligent, and responsible management which discourages conduct detrimental to the growth of the Company and to ensure that incentive-based compensation paid by the Company is based upon accurate financial data. The Clawback Policy applies in the event of a material restatement of the Company’s financial results as a result of material non-compliance with financial reporting requirements.

ANTI-HEDGING POLICY

The Company has adopted a formal Anti-Hedging Policy, the objective of which is to prohibit those subject to it from directly or indirectly engaging in hedging against future declines in the market value of any securities of the Company through the purchase of financial instruments designed to offset such risk. The Board believes that it is inappropriate for Directors, officers or employees of the Company or its respective subsidiary entities or, to the extent practicable, any other person (or their associates) in a special relationship with the Company, to hedge or monetize transactions to lock in the value of holdings in the securities of the Company. Such transactions, while allowing the holder to own the Company’s securities without the full risks and rewards of ownership, potentially separate the holder’s interests from those of other stakeholders and, particularly in the case of equity securities, from the public shareholders of the Company.

MAJORITY VOTING POLICY

The Company has adopted a Majority Voting Policy prepared in accordance with TSX majority voting requirements with respect to the annual election of Directors.

DIVERSITY POLICY

The Company is committed to creating and maintaining a culture of workplace diversity. In keeping with this commitment, the Company has established a Diversity Policy. “Diversity” is any dimension which can be used to differentiate groups and people from one another, and it means the respect for and appreciation of the differences in gender, age, ethnic origin, religion, education, sexual orientation, political belief, or disability, amongst other things. The Company recognizes the benefits arising from employee and Board diversity, including a broader pool of high-quality employees, improving employee retention, accessing different perspectives and ideas, and benefiting from all available talent. The Company respects and values the perspectives, experiences, cultures, and differences that employees possess.

In accordance with the Diversity Policy, the Corporate Governance & Nominating Committee will strive for inclusion of diverse groups, knowledge and viewpoints on the Board and in executive officer positions. In conjunction with its consideration of the qualifications and experience of potential directors and executive officers, as well as the skills, expertise, experience and independence which the Board requires to be effective, the Corporate Governance and Nominating Committee will consider the level of diversity (including the representation of (i) women, (ii) Indigenous peoples, (iii) persons with disabilities or (iv) members of visible minorities (collectively, “members of designated groups”)) on the Board when identifying and nominating candidates for election or re-election to the Board, and will consider the level of diversity (including the representation of members of designated groups) in executive officer positions when the Board makes executive officer appointments. The Corporate Governance & Nominating Committee will be responsible for recommending qualified persons for Board nominations and in doing so, it will consider the benefits of all aspects of diversity on the Board and develop recruitment protocols that seek to include diverse candidates, including proactively searching for diverse candidates in the recruitment process.

Page 17

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Policies Regarding the Representation of Members of Designated Groups on the Board

As noted above, the Company has established a Diversity Policy, which sets out guidelines by which the Company will endeavour to promote, foster and support diversity, such as gender diversity, throughout the Company, including at the Board level, and applies to executive and non-executive directors, full-time, part-time and casual employees, contractors, consultants and advisors of Orla. Along with the adoption of the Diversity Policy, the Board also adopted guidelines by which the Corporate Governance and Nominating Committee is to consider the diversity of the Board in its recommendations to the Board of nominees for election to the Board and long term plan for Board composition. The Board will proactively monitor Company performance in meeting the standards outlined in the Diversity Policy. This will include an annual review of any diversity initiatives established by Management and the Board, and progress in achieving them. All directors and senior executive officers are required to acknowledge that they have read the Diversity Policy annually.

Consideration of the Representation of Members of Designated Groups in the Director Identification and Selection Process

Pursuant to the Diversity Policy, the Board will consider diversity, such as members of designated groups, in the selection criteria of new Board members. The Corporate Governance & Nominating Committee will also consider the following with respect to recommending nominees for election to the Board:

competencies and skills each nominee will bring to the Board;

past business experience;

integrity;

industry knowledge;

ability to contribute to the success of the Company;

past experience as directors or management with potential candidates;

expected contribution to achieving an overall Board which can function as a high-performance team with sound judgment and proven leadership;

whether the nominee can devote sufficient time and resources to his or her duties as a Board member; and

any other factors as may be considered appropriate.

Consideration Given to the Representation of Members of Designated Groups in Executive Officer Appointments

Pursuant to the Diversity Policy, the Board will consider diversity, such as members of designated groups, in the selection criteria of new senior executive officer appointments. Management is responsible for recruiting and fostering a diverse and inclusive culture. Management will promote a work environment that values and utilizes the contributions of women and men and of members of designated groups equally, with a variety of backgrounds, experiences and perspectives through awareness of the benefits of workforce diversity and successful management of diversity.

Targets and Representation of Members of Designated Groups on the Board and in Executive Officer Positions

The Company has not established targets regarding the representation of members of designated groups on the Board or executive officer positions at this time. The Company believes that specific targets would be arbitrary and continues to favour recruitment and promotion based on abilities and contributions in accordance with the Diversity Policy.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company is always committed to conducting its business in a responsible manner. In keeping with this commitment, Orla has implemented a Corporate Social Responsibility Policy which sets out the guidelines by which the Company will (i) endeavour to respect the health and safety of its employees, (ii) protect the environment, (iii) respect the human rights of its employees and the residents in the communities in which the Company operates and (iv) contribute to the sustainable development of those communities.

Page 18

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

ENVIRONMENTAL, SUSTAINABILITY, HEALTH & SAFETY POLICY

The Company is committed to meeting or surpassing regulatory requirements in all its exploration and development activities while working to protect the environment both within and beyond the Company’s operational boundaries. In keeping with this commitment, Orla has adopted an Environmental, Sustainability, Health & Safety Policy. The Company will conduct all its operations in a manner that ensures full compliance with its Environmental, Sustainability, Health & Safety Policy, applicable legislation, and government requirements. The aim of this policy is to protect the surroundings in which the Company operates, to minimize and manage environmental risks and to enhance sustainable environmental practices. Orla will ensure that all its activities are conducted in an environmentally safe and responsible manner and will ensure that its contractors adhere to the same high environmental standards.

MANDATE OF THE BOARD OF DIRECTORS

The Board discharges its responsibility for overseeing the management of the Company’s business by delegating to the Company’s senior officers the responsibility for day-to-day management of the Company. The Board discharges its responsibilities both directly and through its standing committees; namely, the Audit Committee, the Compensation Committee, the Environmental, Sustainability, Health & Safety Committee and the Corporate Governance & Nominating Committee. In order to clearly define its primary roles and responsibilities, the Board has adopted a Mandate of the Board of Directors.

AUDIT COMMITTEE

The primary functions of the Company’s Audit Committee are to provide independent review and oversight of the Company’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight, and compensation of the Company’s external auditors. The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing the Company’s process for monitoring compliance with laws and regulations and its own Code. For further information, please refer to the section below in this AIF entitled “AUDIT COMMITTEE”.

ENVIRONMENTAL, SUSTAINABILITY, HEALTH & SAFETY COMMITTEE

The purpose of the Environmental, Sustainability, Health & Safety Committee is to monitor and review the health, safety, environmental and sustainable development policies, principles, practices, and processes of the Company and monitor and review the regulatory issues related to health, safety, the environment, and sustainable development. The Environmental, Sustainability, Health & Safety Committee has the authority to engage independent counsel or other experts and conduct any investigation that it considers appropriate. It is responsible for amongst other things, reviewing and approving annual disclosure relating to the Company’s sustainability, health, safety and environment policies and activities, reviewing sustainability, environmental and health and safety reports and identifying the principal health, safety and environmental risks and impacts of the Company.

COMPENSATION COMMITTEE

The Compensation Committee has adopted a written mandate and is responsible for the review and approval of the philosophy and design of the Company’s compensation programs and the compensation of the Company’s executives and members of the Board and for submitting recommendations to the Board in this regard. In addition, the Compensation Committee is responsible for reviewing and making recommendations to the Board, as appropriate, in connection with the Company’s succession planning with respect to the Chief Executive Officer and other senior executive officers and ensuring that the structure, design and application of the Company’s material compensation programs meet the Company’s principles, objectives and risk profile and do not encourage excessive risk taking.

Page 19

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The Company’s Corporate Governance & Nominating Committee is in place to provide a focus on governance that will enhance the Company’s performance, to assess and make recommendations regarding the Board of Directors effectiveness and to establish and lead the process for identifying, recruiting, appointing, re-appointing, evaluating, and providing ongoing development for Directors.

The mandates/terms of reference for each of the Board, Environmental, Sustainability, Health & Safety Committee, Compensation Committee and Corporate Governance & Nominating Committee as well as the Code and all of the aforementioned policies are available on the Company’s website at www.orlamining.com. A copy of the Audit Committee Charter is attached to this AIF as Schedule “A”.

REORGANIZATIONS

Other than the Arrangement, there have been no material reorganizations of the Company or any of its subsidiaries within the three most recently completed financial years or during or proposed for the current financial year.

Page 20

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

MINERAL PROJECTS

THE CAMINO ROJO PROJECT

The following disclosure relating to the Camino Rojo Project has been derived, in part, from the Camino Rojo Report for the Camino Rojo Project, prepared by Carl E. Defilippi, RM, SME of Kappes, Cassiday and Associates (“KCA”), Matthew D. Gray, Ph.D., C.P.G. of Resource Geosciences Incorporated (“RGI”), Michael G. Hester, FAusIMM of Independent Mining Consultants, Inc. (“IMC”) and David Hawkins, C.P.G. of Barranca Group, LLC. The Camino Rojo Report is available for review under the Company’s profile on SEDAR at www.sedar.com.

PROJECT DESCRIPTION, LOCATION AND ACCESS

The Camino Rojo Project is a gold-silver-lead-zinc deposit located in the Municipality of Mazapil, State of Zacatecas, Mexico near the village of San Tiburcio. The project lies 190 km northeast of the city of Zacatecas, 48 km south-southwest of the town of Concepcion del Oro, Zacatecas, and 54 km south-southeast of Newmont’s Peñasquito Mine. The Camino Rojo Project area is centered at approximately 244150E 2675900N UTM NAD27 Zone 14N.

Both Monterrey and Zacatecas have airports with regularly scheduled flights south to Mexico City or north to the USA. There are numerous gravel roads within the property linking the surrounding countryside with the two highways, Highways 54 and 62, which transect the property. In addition, there is a railway approximately 40 km east of San Tiburcio. There are very few locations within the property that are not readily accessible by four-wheel drive vehicles.

On the date of the Camino Rojo Report, the Camino Rojo property consisted of seven concessions held by Minera Camino Rojo S.A. de C.V. (“Minera Camino Rojo”), a subsidiary of Orla, covering in aggregate 163,127 ha, with one concession expiring in 2057 and the remaining seven expiring in 2058.

Pursuant to the agreement whereby Orla acquired the Camino Rojo Project from Goldcorp Inc. (“Goldcorp”, which was subsequently acquired and is wholly-owned by Newmont), Newmont has a 2% NSR on all metal production from the Camino Rojo Project, except for metals produced under the sulphide joint venture option stipulated in the Camino Agreement. A 0.5% royalty is also payable to the Mexican government as an Extraordinary Mining Duty, mandated by Federal law. A Special Mining Duty of 7.5% is also payable to the Mexican government on income derived from mineral production.

Orla is the operator of the Camino Rojo Project and has full rights to explore, evaluate, and exploit the property. If a sulphide project is defined through a positive pre-feasibility study outlining one of the development scenarios A or B below, Newmont may, at its option, enter into a joint venture for the purpose of future exploration, advancement, construction, and exploitation of the sulphide project.

●

Scenario A: A sulphide project where material from the Camino Rojo Project is processed using the existing infrastructure of the Peñasquito mine, mill and concentrator facilities. In such circumstances, the sulphide project would be operated by Newmont, who would earn a 70% interest in the sulphide project, with Orla owning 30%.

●

Scenario B: A standalone sulphide project with a mine plan containing at least 500 million tonnes of Proven and Probable Mineral Reserves using standalone facilities not associated with Peñasquito. Under this scenario, the sulphide project would be operated by Newmont, who would earn a 60% interest in the sulphide project, with Orla owning 40%.

Following exercise of its option, if Newmont elects to sell its portion of the sulphide project, in whole or in part, then Orla would retain a right of first refusal on the sale of the sulphide project. Orla will retain a right of first refusal on Newmont’s NSR, Newmont’s portion of the sulphide project, following the exercise of its option, and certain claims retained by Newmont.

Page 21

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Surface rights in the project area are owned by several Ejidos, which are Federally defined agrarian communities and private landowners. The land overlying the Mineral Resource at the Camino Rojo Project, is controlled by Orla under an agreement with the San Tiburcio Ejido, comprised of 400 voting members who collectively control 37,154 ha. Exploration work at the Camino Rojo Project has been carried out under the terms of surface access agreements negotiated with the San Tiburcio Ejido and two neighbouring Ejidos.

Camino Rojo SA de CV (then, a Goldcorp subsidiary) executed two agreements that are still current with the San Tiburcio Ejido that cover the Camino Rojo deposit. Camino Rojo SA de CV subsequently passed the rights and obligations of these agreements to Minera Peñasquito SA de CV (then, a Goldcorp subsidiary), who subsequently transferred the rights and obligations to Minera Camino Rojo. Another agreement to cover surface access for exploration was signed in 2018.

The three agreements currently in effect with Ejido San Tiburcio are:

Previous to Expropriation Occupation Agreement (“COPE”), executed on 26 February 2013 by and between Camino Rojo SA de CV, in its position of “occupant”, and Ejido San Tiburcio, as the owner, with regards to a surface of 2,497.30 ha. The rights and obligations of this agreement were passed to Minera Camino Rojo and the agreement stipulates that the Ejido expressly and voluntarily accepts the expropriation of Ejido lands by Minera Camino Rojo, in effect converting the Ejido land to fee simple private land titled to Minera Camino Rojo. In the event that the Federal agency responsible for the expropriation process, the Secretario de Desarollo Agrario Territorial y Urbano, denies the petition to cede the Ejido lands to Minera Camino Rojo, the agreement automatically converts to a 30-year temporary occupation agreement. Payment in full was made at the date of signing and no further payments are due. This agreement is valid and expires in 2043 and covers the area of the Mineral Resource discussed in the Camino Rojo Report.

ii.

Temporary Occupation Agreement (“COT”), executed on October 30, 2018 by and between Minera Camino Rojo, in its position of occupant, and Ejido San Tiburcio, as owner, with regards to a surface of 5,850 ha (the “TOA”). This agreement allows Minera Camino Rojo to explore 5,850 ha of Ejido lands over a 5-year period. Payments of 10,000,000 Pesos on signing, 5,000,000 Pesos on December 15, 2019, 5,000,000 Pesos on December 15, 2020, and 5,000,000 Pesos on December 15, 2021 are required to maintain the agreement in force. The 10,000,000 Peso payment was made at the date of signing as was the payment due December 15, 2019

iii.

Collaboration and Social Responsibility Agreement (“CSRA”), executed on February 26, 2013 by and between Camino Rojo SA de CV, in its position of “collaborator”, and Ejido San Tiburcio, as “beneficiary”, with regards to certain social contributions to be provided in favour of this last CSRA. The rights and obligations of this agreement were passed to Minera Camino Rojo and the agreement stipulates that Minera Camino Rojo will contribute 10,000,000 Pesos annually to the Ejido to be used to promote and execute diverse social and economic development programs to benefit the Ejido. Additionally, at its discretion, Minera Camino Rojo will provide support for adult education, career training, business development assistance, and cultural programs, and scholastic scholarships. The agreement expires when exploration or exploitation activities at the Camino Rojo Project end. Annual payments are due on the 29th of June each year. This agreement is valid and remains in effect until mine closure or project cancellation.

Minera Camino Rojo signed a COT with Ejido El Berrendo on March 4, 2019 that covers 2,631 ha for a five-year period expiring on February 24, 2024. This COT requires annual payments of 2,284,787 Pesos. None of the Mineral Resources or Mineral Reserves discussed in the Camino Rojo Report, nor proposed infrastructure, is located on Ejido El Berrendo land.

Camino Rojo SA de CV executed a surface rights agreement dated December 22, 2014 that expired December 21, 2019, with the Ejido San Francisco de los Quijano, the rights and obligations of which were passed to Minera Camino Rojo. This agreement was a COT, allowing exploration activities on 7,666 ha. None of the Mineral Resources or Mineral Reserves discussed in the Camino Rojo Report, nor proposed infrastructure is located on Ejido Francisco de los Quijano land. The Company has not initiated negotiations for a new agreement as exploration priorities for the land owned by the Ejido Francisco de los Quijano have not been decided.

Page 22

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Minera Camino Rojo signed a COT with Ejido El Berrendo on March 4, 2019 that covers 2,631 ha for a five year period expiring on February 24, 2024. This COT requires annual payments of 2,284,787 Pesos, the next payment of which is due in early 2020. None of the Mineral Resources or Mineral Reserves discussed in the Camino Rojo Report, nor proposed infrastructure, is located on Ejido El Berrendo land.

No environmental liabilities are apparent on the property. The property does not contain active or historic mines or prospects, there are no plant facilities present within the project area, nor are tailings piles present, and all exploration work has been carried out by Minera Camino Rojo and prior operators in accordance with Mexican environmental standards and regulations. Conditional upon continued compliance, permits for normal exploration activities are expected to be readily attainable.

Federal environmental authorities approved a Change of Land Use Permit for the Camino Rojo Project in December 2019. This permit allows use of the land for industrial and mining activities and permits the required surface disturbances needed to construct and operate the proposed mine. Receipt of the Change of Land Use permit minimizes the risk of a possible Federal designation of a protected biological-ecological reserve that could affect the project. On June 24, 2014, SEMARNAT published a public notice in the Official Gazette of the Federation requesting public consultation and comments on the possible designation of an area known as “Zacatecas Semiarid Desert” as a Natural Protected Area (“ANP”). If a designation of this ANP by the government includes the surface of the mining concession areas or immediately adjacent areas, this could limit the growth and continuity of the project. However, since the time that the proposal to create this ANP was first published in the Official Gazette of the Federation, there has been no formal Federal movement on the proposal and state and municipal governments affected by the Camino Rojo Project have formally expressed opposition to creation of an ANP in the area of the Camino Rojo Project. The authors of the Camino Rojo Report believe that the permitting risk for the project is low, similar to that of any mining project of similar scope in North America.

HISTORY

The mining concessions comprising the Camino Rojo property were originally staked to the benefit of Canplats de Mexico, S.A. de C.V., a subsidiary of Canplats Resources Corporation (“Canplats”), in 2007. In 2010, Goldcorp acquired 100% of the concession rights from Canplats. Orla acquired the Camino Rojo Project from Goldcorp in 2017 and Goldcorp was acquired by Newmont in 2019.

The Camino Rojo gold-silver-lead-zinc deposit was discovered in mid-2007, approximately 45 km southwest of Concepcion del Oro, and was originally entirely concealed beneath post-mineral cover in a broad, low relief alluvial valley adjacent to the western flank of the Sierra Madre Oriental. Mineralized road ballast, placed on a dirt road near San Tiburcio, Zacatecas, was traced to its source by geologists from La Cuesta International, working under contract to Canplats. A shallow pit excavated through a thin veneer of alluvium, located adjacent to a stock pond (“Represa”), was the discovery exposure of the deposit. Following a rapid program of surface pitting and trenching for geochemical samples, Canplats began concurrent programs of surface geophysics (resistivity and induced polarization “IP”) and reverse circulation (“RC”) drilling in late 2007, which continued into 2008.

The initial drilling was focused on a 450 metre (“m”) x 600 m gold in rock geochemical anomaly named the Represa zone. Core drilling began in 2008. The geophysical survey defined two principal areas of high chargeability: one centred on the Represa zone and another one km to the west named the Don Julio zone. The elevated chargeability zones were interpreted as large volumes of sulphide mineralized rocks. Drilling by Canplats, and later drilling by Goldcorp, confirmed the presence of extensive sulphide mineralization at depth in the Represa zone, and much lower quantities of sulphide minerals at Don Julio.

By August of 2008, Canplats drilled a total of 92 RC, and 30 diamond-core holes, for a total of 23,988 and 16,044 m respectively, mainly focused in the Represa zone. The surface access and permission to continue drilling were cancelled in early August 2008, by the Ejido of San Tiburcio, Zacatecas. Nevertheless, in November 2008, Canplats published a Mineral Resource estimate for the Represa zone, as discussed in the Camino Rojo Report.

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In October 2009, Canplats publicly released a preliminary economic assessment (“PEA”) on the project, which is historical in nature and is no longer current and should not be relied upon.

Canplats was acquired by Goldcorp in early 2010. Validation, infill, condemnation, and expansion drilling began in January 2011. By the end of 2015, a total of 279,788 m of new core drilling in 415 drill holes and 20,569 m of new RC drilling in 96 drill holes was completed in the Represa and Don Julio zones and immediate surroundings. An additional 31,286 m of shallow rotary air blast (“RAB”) -style, RC drilling in 306 drill holes was completed, with most of the RAB drilling testing other exploration targets within the concession. Airborne gravity, magnetic and transient electromagnetic (“TEM”) surveys were also carried out, the results of which are in the archives of Minera Camino Rojo. As of the end of 2015, a total of 295,832 m in 445 diamond core holes, 44,557 m in 188 RC drill holes, and 31,286 m of RAB drilling had been completed.

Mineral Reserve and Mineral Resource tabulations for the Camino Rojo Project were publicly disclosed by Goldcorp as recently as June 2016. The Camino Rojo Report summarizes these tabulations, but as the Camino Rojo Report includes a new Mineral Resource estimate, the Goldcorp numbers are no longer considered relevant.

There has been no recorded mineral production from the Camino Rojo Project. Current Mineral Resource and Mineral Reserve estimates for the Camino Rojo Project are detailed below.

GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT TYPES

Regional, Local and Property Geology

The Camino Rojo Project deposit is located beneath a broad pediment of Tertiary and Quaternary alluvium along the boundary between the Mesa Central physiographic province and the Sierra Madre Oriental fold and thrust belt near the pre-Laramide continental-margin. Oldest rocks are Triassic metamorphic continental rocks overlain by Early to Middle Jurassic red beds. Upper Jurassic to Upper Cretaceous marine facies rocks overlie the red beds at a disconformity and comprise a package of shelf carbonate rocks comprising the Zuloaga to Cuesta del Cura Formations and the basin-filling flysch sediments of the Indidura and Caracol Formations. The deposit lies within the southern extent of the northwest striking San Tiburcio fault zone.

On the Camino Rojo Project, a gold-silver-zinc-lead deposit lies concealed below shallow (<1 m to 3 m) alluvial cover in a large pediment along the southwest border of the Sierra Madre Oriental. Small water storage pits and trenches expose a portion of the oxide deposit in the discovery area known as Represa zone. The Late Cretaceous Caracol Formation is the primary mineralization host, and at depth, the upper Indidura Formation is a minor mineralization host along the Caracol contact.

The gold-silver-lead-zinc deposit is situated above, and extends down into, a zone of feldspathic hornfels developed in the sedimentary strata, and variably mineralized dacitic dikes. The mineralized zones correspond to zones of sheeted sulfidic veins and veinlet networks, creating a bulk-mineable style of gold mineralization. Skarn mineralization has been encountered in the deeper portions of the system. The observed geologic and geochemical characteristics of the gold-silver-lead-zinc deposit at Camino Rojo are consistent with those of a distal oxidized gold skarn deposit. The metal suite and style of mineralization at Camino Rojo are similar to the intrusion-related deposits in the Caracol Formation and underlying carbonate rocks adjacent to the diatremes at the Peñasquito mine.

Mineralization styles in the region include polymetallic and copper-gold skarn and limestone manto (replacement) silver-lead-zinc sulphide ores in the Concepcion del Oro District, approximately 50 km north-northeast of the Camino Rojo Project, and gold-silver-lead-zinc mineralized igneous diatreme-breccia, and sulphide-sulosalt-carbonate veinlets and fracture filings in the Caracol Formation at Newmont’s Peñasquito mine.

Mineralized Zones

The Camino Rojo deposit comprises intrusive related, clastic sedimentary strata hosted polymetallic gold, silver, arsenic, zinc and lead mineralization.

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Three stages of mineralization have been observed in the Camino Rojo deposit, and two types of high-grade mineralization. At hand specimen scale, mineralization is controlled by bedding and fractures. The sandy and silty beds of the turbidite sequences of the Caracol Formation are preferentially mineralized, with pyrite disseminations and semi-massive stringers hosted within them, presumably due to higher porosity and permeability relative to the enclosing shale beds. Basal layers of the turbiditic sandstone beds are often preferentially mineralized. Bedding discordant open space filling fractures and structurally controlled breccia zones host banded sulphide veins and sulphide matrix breccias. Some higher-grade vein and breccia zones are localized along the margins of dikes of intermediate composition. Mineralization has been observed in drill core over vertical intervals greater than 400 m, with mineralization occurring in a broad NE-SW trending elongate zone as much as 300 m wide and 700 m long.

Oxidation was observed to range from complete oxidation in the uppermost portions of the deposit, generally underlain or surrounded by a zone of mixed oxide and sulphide mineralization where oxidation is complete along fracture zones and within permeable strata, but lacking in the remainder of the rock, which then is generally underlain by a sulphide zone in which no oxidation is observed. Oxidation of the deposit is approximately 100%, generally extending from surface to depths of 100 m to 150 m and to depths of as much as 400 m along fracture zones. The underlying transitional zone of mixed oxide/sulphide extends over a vertical interval in excess of 100 m and is characterized by partial oxidation controlled by bedding and structures. The sandy layers of the turbiditic sequence are preferentially oxidized, creating a stratigraphically interlayered sequence of oxide and sulphide material at the centimetre (“cm”) scale, with oxidation along structures affecting all strata. The partial oxidation of the Caracol Formation preferentially oxidizes the mineralized strata thus incomplete oxidation in the transition zone may result in nearly complete oxidation of the gold bearing portion of the rock, thus the metallurgical characteristics of mixed oxide/sulphide may vary greatly, with some material exhibiting characteristics similar to oxide material.

Deposit Types

The observed geologic and geochemical characteristics of the gold-silver-lead-zinc deposit are consistent with those of a distal oxidized gold skarn deposit. The near surface portion of the Camino Rojo deposit has characteristics consistent with those of the distal skarn zone, transitional to epithermal mineralization, and overlies garnet bearing skarn mineralization encountered in the deeper portions of the system. Skarn deposits often exhibit predictable patterns of mineral zoning and metal zoning. Application of skarn zoning models to exploration allows for inferences about the possible lateral and depth extents of the mineralized system at the Camino Rojo deposit and can be used to guide further exploration drill programs.

EXPLORATION

The Camino Rojo Report summarizes exploration efforts by Orla through to June 25, 2019. See “Outlook/Future Plans” below for information on exploration activities subsequent to June 25, 2019.

Current exploration work at the Camino Rojo Project is being conducted under several permits that allow temporary disturbance of the land.

Orla has conducted reconnaissance geological evaluations of portions of its mining concessions. Exploration activities completed included: geologic mapping; rock chip and soil geochemical sampling; and IP geophysical surveys. As of the effective date of the Camino Rojo Report, 291.3 line-km of IP surveys had been completed in four separate grids over the known area of mineralization, over the proposed area of infrastructure development, and to the west and south of the resource area. All grids were designed with 400 m line separation and stations every 100 m. Dipole spacing was selected to search for features at depths greater than 100 to 200 m. Chargeability anomalies with some similarities to the Camino Rojo deposit were identified but had not been tested by the date of the report. A small orientation soil survey was conducted over the resource area and 66 soil samples were collected. Results from the survey indicate the geochemical “halo” over the deposit is tightly restricted to sub/outcrop. Anomalous gold (>0.2 grams per tonne “g/t”) is most closely associated with elevated arsenic (>100 ppm) and zinc (>300 ppm). A total of 944 rock chip samples were collected from throughout the mining concessions comprising the project. No significant rock chip gold anomalies were identified.

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Regional exploration continues to field check interpreted targets, consisting of coincident historical geochemical, airborne geophysical and satellite imagery anomalies. Eight areas of alteration of sedimentary strata have been identified, and although no significant geochemical results have been returned from them to date, they are considered of interest as possible distal alteration zones to mineralized areas. The eight target areas are: 1) Hacheros, where Indidura Formation limestones and siltstones are bleached and highly fractured with Fe-oxides and carbonate veinlets along fractures; 2) Guanamero, which lies northeast of the Represa Zone, along the trend of mineralization, and hosts recrystallized limestones of the Cuesta del Cura Formation; 3) Chapala, located south of the Represa Zone, where bleached Caracol Formation and recrystallized Indidura Formation is exposed; 4) Pozo de San Juan, which hosts old mining prospects that expose traces of Ag-Pb-Zn mineralization in recrystallized limestones of the Cupido Formation; 5) Majoma, where a polymictic hydrothermal breccia and hematized Caracol Formation are observed; 6) La Lomita, defined by a zone of stockwork fractured and weakly brecciated and hematized Caracol Formation; 7) Puerto de Sigala, where recrystallization and local silicification of Cretaceous limestones is present; and 8) Las Miserias, a zone of structural intersections, cut by intermediate composition dikes, with jasperoid developed in Cretaceous limestones.

DRILLING

The drillhole database used for the Feasibility Study contains 911 drillholes and 370,566 m of drilling. This is one less Canplats core hole, one less Goldcorp RC hole, and 37 less Goldcorp core holes than the overall reported drilling. This is because some holes were drilled in areas away from the deposit area.

During 2007 and 2008 Canplats drilled 121 holes for 39,831m of drilling, about 11% of the drilling by metres. This was 92 RC holes and 29 core holes. Between 2011 and 2015 Goldcorp drilled 779 holes for 328,587 m of drilling. These were 95 RC holes, 306 RAB holes, and 378 core holes. The 2015 holes and some of the late 2014 holes were drilled for geotechnical investigations.

Orla drilling included in the resource estimate was conducted during 2018 and consisted of 6 RC holes for 803m of drilling and 5 core holes for 1,345 m of drilling, totalling 11 holes and 2,148 m of drilling.

The Camino Rojo Report concludes that the drilling and sampling procedures for the Camino Rojo drill samples are reasonable and adequate and there do not appear to be any drilling, sampling or recovery factors which would materially impact the reliability of the results that are included in the database used for the Mineral Resource Estimation.

Analytical work comparing various drilling campaigns and drilling types indicates potential down hole contamination in some of the wet Canplats RC drilling. The suspect sample intervals were not used for the resource modeling for the Camino Rojo Report. This impacted about 2,100 m, or about 5%, of the Canplats drilling.

In addition to the 11 holes used in the Mineral Resource model database, through the effective date of the Camino Rojo Report, Orla completed geotechnical, metallurgical, condemnation and water exploration and development drilling totalling 11,331 m, as summarized in the table below.

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Non-Resource Drilling Completed by Orla, 2018 and 2019

Purpose	Drillhole Type	Total Number of Holes		Total (m)
Clay Exploration	DDH		5		56.00
Condemnation	RC		7		1,767.85
Geotech Infrastructure Substrate	DDH		19		323.35
Geotech/Condemnation	DDH		4		642.00
Metallurgy	DDH		14		2,288.50
Monitoring Wells	RC		3		197.41
Water Exploration	RC		16		5,340.51
Water Production	RC		2		715.60
	Total		70		11,331.22

SAMPLING, ANALYSIS, AND DATA VERIFICATION

Sampling and analysis were supervised by the geological staff of Canplats for 2007 and 2008 drilling and by Goldcorp for 2011 through 2014 drilling and by Orla for 2018 drilling.

ALS Chemex was the primary assay laboratory used for the routine assaying of surface and drill samples for both the Canplats, Goldcorp and Orla drilling/sampling programs. All the assays were done at the ALS Chemex laboratory in North Vancouver, British Columbia, certified under ISO 9001: 2000, and 2008, and accredited under ISO 17025:2005.

The Canplats samples were prepared for assaying at the ALS Chemex sample preparation laboratory in Guadalajara, Mexico. Most of the Goldcorp samples were prepared at the ALS Chemex sample preparation laboratory in Zacatecas, Mexico. However, during 2013 and 2014 samples were also sent to the ALS Chihuahua facility and the ALS Guadalajara preparation lab as well as Zacatecas facility. Orla samples were prepared at the ALS Chemex facility in Zacatecas.

Upon receipt at the sample preparation labs the samples were dried, crushed in their entirety to >70% passing a two- millimetre (“mm”) screen. The crushed material was riffle split to extract an approximate 250-gram sub-sample that was pulverized to >85% passing 75 microns in a disc pulverizer. This sample preparation procedure is the standard ALS Chemex “PREP-31” procedure. Each of the 250-gram pulps were riffle split into two sealed paper sample envelopes, with one split air-shipped to the ALS Chemex assay facility in North Vancouver. The second split was returned to the property for storage. The same sample preparation procedure was used for core and RC chips. ALS Chemex is independent of each of Canplats, Goldcorp and Orla.

The core and RC samples collected by Canplats, Goldcorp and Orla, as well as the surface pit and trench samples collected by Canplats, were assayed with the same analytical methods and at the same laboratory, the ALS Chemex facility in North Vancouver, British Columbia. For gold, all were assayed using the Au-AA23 30-gram fire assay fusion, with Atomic Absorption finish. A total of 33 other elements were determined four-acid sample digestion followed by Inductively Coupled Plasma Atomic Emission Spectrometry (“ICP-AES”). This is ALS Chemex method code ME-ICP61. Over-limits for gold were automatically re-assayed with 30-gram fire assay fusion with gravimetric finish (method code Au-GRA21). Over-limits for silver, copper, lead, and zinc were automatically performed by four acid digestion of the sample followed by analysis by ICP-AES. This is ALS Chemex method code ME-OG62 for material grade samples. RAB-style RC samples from 2011 to 2014 were analyzed at ALS Chemex using method code ME-MS61m, which employs the same four-acid digestion, and a combination of Inductively Coupled Plasma Atomic Emission Spectrometry (“ICP-AES”), mass-spectrometry, and cold-vapour Atomic Absorption to determine 48 elements plus mercury. Most of the RAB holes are peripheral to the main deposit area.

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The Camino Rojo Report concludes that the historical sample preparation, analysis, quality assurance/quality control (“QA/QC”) programs and sample security measures conducted by Canplats, Goldcorp and Orla, all as more fully described in the Camino Rojo Report, were reasonable and adequate to ensure the reliability of the drilling database and that the respective QA/QC programs met or exceeded industry standards.

The sampling data used for the Mineral Resource in the Camino Rojo Report was verified by IMC. A substantial portion of the database was compared with original assay certificates. There were no limitations on the verification process and IMC concluded that the database assay values and the drill hole database are acceptable for the purposes of PEA, prefeasibility and feasibility level studies.

Rock samples from Orla’s recent exploration program are sent to the ALS Minerals (“ALS”) sample preparation facility in Zacatecas, Mexico. Sample analysis is performed in the ALS laboratory in Vancouver, British Columbia. All gold results are obtained by ALS using fire assay fusion and an atomic absorption spectroscopy finish (Au-AA23). All samples are also analyzed for multi-elements, including silver and copper, using an Aqua Regia (ME-ICP41) digestion.

MINERAL PROCESSING AND METALLURGICAL TESTING

Historical metallurgical test work programs on the Camino Rojo property were commissioned by the prior operators of the project between 2010 and 2015. A confirmatory metallurgical test program was commissioned by Orla in 2018 to confirm the results and conclusions from the previous campaigns. In total, 107 column leach tests (85 on representative samples for the material types and pit area) and 164 bottle roll tests have been completed to date the date of the Camino Rojo Report on the Camino Rojo ore body as well as physical characterization and preliminary flotation test work.

Based on the metallurgical tests completed on the deposit, key design parameters for the project include:

Crush size of 100% passing 38mm (P80 28mm);

Estimated gold recoveries (including 2% field deduction) of:

70% for Kp Oxide;

56% for Ki Oxide;

60% for Trans-Hi; and

40% for Trans-Lo;

Estimated silver recoveries (including 3% field deduction) of:

11% for Kp Oxide;

15% for Ki Oxide;

27% for Trans-Hi and

34% for Trans-Lo;

Design leach cycle of 80 days;

Agglomeration with cement not required for permeability or stability;

Average cyanide consumption of 0.35 kg/t ore;

Average lime consumption of 1.25 kg/t ore.

The key design parameters are based on a substantial number of metallurgical tests including 85 column leach tests on samples representative of domains in the current deposit model. These 85 representative samples from documented drill holes with good spatial distribution in the proposed pit include 41 columns tests on Kp Oxide material, 7 column tests on Ki Oxide material, 16 column tests on Trans-Hi material and 21 column tests on Trans-Lo material. The 22 non-representative columns were excluded based on the following criteria:

Columns on Trans-S or sulphide material that were not considered in the Mineral Reserve.

Mix of Tran-S or other material types.

Samples taken from outside of the proposed pit area.

An additional 54 bottle roll leach tests with direct correlations with the column tests have been included as part of the evaluation to support these results and conclusions.

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In general, the Camino Rojo deposit shows variability in gold and silver recoveries based on material type and geological domain with preg-robbing organic carbon being the only significant deleterious element identified, which is primarily associated with the transition material at depth along the outer edges of the deposit. Recoveries for the oxide material are good and will yield acceptable results using conventional heap leaching methods with cyanide. Recoveries for the transition material are lower compared with the oxide material for conventional leaching with some areas of transition showing reasonably high recoveries. Reagent consumptions for all material types are reasonably low.

Preg robbing, a phenomenon where gold and gold-cyanide complexes are preferentially absorbed by carbonaceous, and to a lesser extent, other material within the orebody, presents a low risk to the overall project. A significant investigation by Orla into the preg robbing material indicates that potentially preg robbing material represents a small percentage of the total material to be processed and will not be encountered until later in the project life and can be mitigated by proper ore control.

MINERAL RESOURCE ESTIMATES

The Mineral Resource in the Camino Rojo Report includes potential mill resources and the potential heap leach resources, which are oxide dominant and are the emphasis of the Camino Rojo Report. The Mineral Resources are based on a block model developed by IMC during January and February 2019.

Measured and Indicated Mineral Resources amount to 353.4 million tonnes at 0.83 g/t gold and 8.8 g/t silver. Contained metal amounts to 9.46 million ounces gold and 100.4 million ounces of silver for the Measured and Indicated Mineral Resources. Inferred Mineral Resource is an additional 60.9 million tonnes at 0.87 g/t gold and 7.4 g/t silver. Contained metal amounts to 1.70 million ounces of gold and 14.5 million ounces of silver for the Inferred Mineral Resource.

The gold and silver Mineral Resource includes material amenable to heap leach recovery methods (leach material) and material amenable to mill and flotation concentration methods (mill material). For the leach material, Measured and Indicated Mineral Resources amount to 94.6 million tonnes at 0.71 g/t gold and 12.7 g/t silver. Contained metal amounts to 2.16 million ounces gold and 38.8 million ounces of silver for the Measured and Indicated Mineral Resources. Inferred Mineral Resource is an additional 4.4 million tonnes at 0.86 g/t gold and 5.8 g/t silver. Contained metal amounts to 119,800 ounces of gold and 805,000 ounces of silver for the Inferred Mineral Resource amenable to heap leach methods. The resources amenable to heap leach methods are oxide dominant and are the emphasis of the Feasibility Study.

For the gold and silver resource in mill material, the Measured and Indicated Mineral Resources amount to 258.8 million tonnes at 0.88 g/t gold and 7.4 g/t silver. Contained metal amounts to 7.30 million ounces gold and 61.6 million ounces of silver for the Measured and Indicated Mineral Resources. Inferred Mineral Resource is an additional 56.6 million tonnes at 0.87 g/t gold and 7.5 g/t silver. Contained metal amounts to 1.58 million ounces of gold and 13.7 million ounces of silver for the Inferred Mineral Resource in mill material.

The lead and zinc Mineral Resources are in sulphide dominant material and are recovered along with the gold and silver in the mill material. Lead and zinc Measured and Indicated Mineral Resources amount to 258.8 million tonnes at 0.07% lead and 0.26% zinc. Contained metal amounts to 413.6 million pounds of lead, and 1.50 billion pounds of zinc for the Measured and Indicated Mineral Resource. Inferred Mineral Resource is an additional 56.6 million tonnes at 0.05% lead and 0.23% zinc. Contained metal amounts to 63.1 million pounds of lead and 290.4 million pounds of zinc for the Inferred Mineral Resource category.

The Mineral Resources from the leach material are reported inclusive of those Mineral Resources that were converted to Mineral Reserves. The Mineral Resources from the mill material are excluded from the mine design in the Camino Rojo Report.

The Measured, Indicated, and Inferred Mineral Resources reported below are constrained within a floating cone pit shell to demonstrate “reasonable prospects for eventual economic extraction” to meet the definition of Mineral Resources in NI 43-101.

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The below table presents a summary of the Mineral Resource at the Camino Rojo Project:

Mineral Resource – Gold and Silver

Mineral Resource Type	NSR Cutoff Grade (US$/t)		Kt		NSR (US$/t)		Gold (g/t)		Silver (g/t)		Gold (koz)		Silver (koz)
Leach Resource:
Measured		4.73		19,391		23.14		0.77		14.9		482.3		9,305
Indicated		4.73		75,249		18.52		0.70		12.2		1,680.7		29,471
Total M&I:		4.73		94,640		19.47		0.71		12.7		2,163.0		38,776
Inferred		4.73		4,355		18.42		0.86		5.8		119.8		805
Mill Resource:
Measured		13.71		3,358		35.04		0.69		9.2		74.2		997
Indicated		13.71		255,445		39.33		0.88		7.4		7,221.4		60,606
Total M&I:		13.71		258,803		39.27		0.88		7.4		7,295.6		61,603
Inferred		13.71		56,564		38.40		0.87		7.5		1,576.9		13,713
Total Mineral Resource:
Measured				22,749		24.90		0.76		14.1		556.5		10,302
Indicated				330,694		34.59		0.84		8.5		8,902.1		90,078
Total M&I				353,443		33.97		0.83		8.8		9,458.6		100,379
Inferred				60,919		36.98		0.87		7.4		1,696.7		14,518

Mineral Resource – Lead and Zinc

Mineral Resource Type	NSR Cutoff Grade (US$/t)		Kt		NSR (US$/t)		Lead (%)		Zinc (%)		Lead (mlb)		Zinc (mlb)
Mill Resource:
Measured		13.71		3,358		35.04		0.13		0.38		9.3		28.2
Indicated		13.71		255,445		39.33		0.07		0.26		404.3		1,468.7
Total M&I:		13.71		258,803		39.27		0.07		0.26		413.6		1,496.8
Inferred		13.71		56,564		38.4		0.05		0.23		63.1		290.4

Notes:

(1)

The Mineral Resource is effective as of June 7, 2019.

(2)

All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely. Columns may not sum exactly due to rounding.

(3)

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(4)

Mineral Resources for leach material are based on prices of US$1,400/oz gold and US$20/oz silver.

(5)

Mineral Resources for mill material are based on prices of US$1,400/oz gold, US$20/oz silver, US$1.05/lb lead, and US$1.25/lb zinc.

(6)

Mineral Resources are based on NSR cut-off grades of US$4.73/t for leach material and US$13.71/t for mill material.

(7)

NSR value for leach material is as follows:

Kp Oxide: NSR (US$/t) = 30.77 x gold (g/t) + 0.068 x silver (g/t), based on gold recovery of 70% and silver recovery of 11%

Ki Oxide: NSR (US$/t) = 24.61 x gold (g/t) + 0.092 x silver (g/t), based on gold recovery of 56% and silver recovery of 15%

Tran-Hi: NSR (US$/t) = 26.37 x gold (g/t) + 0.166 x silver (g/t), based on gold recovery of 60% and silver recovery of 27%

Tran-Lo: NSR (US$/t) = 17.58 x gold (g/t) + 0.209 x silver (g/t), based on gold recovery of 40% and silver recovery of 34%.

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(8)

NSR value for mill material is 36.75 x gold (g/t) + 0.429 x silver (g/t) + 10.75 x lead (%) + 11.77 x zinc (%), based on recoveries of 86% gold, 76% silver, 60% lead, and 64% zinc.

(9)

Mineral Resources are constrained within a conceptual pit shell in order to demonstrate reasonable prospects for eventual economic extraction, to meet the definition of Mineral Resource in NI 43-101; mineralization lying outside of the pit shell is not reported as a Mineral Resource.

(10)

The Mineral Resource estimate requires the floating pit cone used to demonstrate reasonable prospects for eventual economic extraction to extend onto land held by the Adjacent Owner. Any potential development of the Camino Rojo property that includes an open pit encompassing the entire Mineral Resource estimate would be dependent on obtaining an agreement with the Adjacent Owner.

(11)

An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve.

(12)

The leach mineral resource is inclusive of Mineral Reserves for the Camino Rojo Report. Mill resources are exclusive of Mineral Reserves

(13)

Kt = 1,000 tonnes; koz = 1,000 troy ounces; mlb = million pounds (imperial); t = tonne (1,000 kilograms).

There are certain risks associated with the Mineral Resource estimate that investors should be aware of, as follows:

The Camino Rojo Project Mineral Resource estimate assumes that the Company can access mineral titles and lands that are not controlled by the Company.

All the mineralization comprised in the Mineral Resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by Orla. However, the Mineral Resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto lands where mineral title is held by the Adjacent Owner and that waste would be mined on the Adjacent Owner’s mineral titles. Any potential development of the Camino Rojo Project that includes an open pit encompassing the entire Mineral Resource estimate would be dependent on obtaining an agreement with the Adjacent Owner. It is estimated that approximately two-thirds of the Mineral Resource estimate is dependent on an agreement being obtained with the Adjacent Owner.

Delays in, or failure to obtain, an agreement with the Adjacent Owner to conduct mining operations on its mineral titles would affect the development of a significant portion of the Mineral Resources of the Camino Rojo Project that are not included in the Camino Rojo Report, in particular by limiting access to significant mineralized material at depth. The Company intends to seek an agreement with the Adjacent Owner in order to maximize the potential to develop a mine that exploits the full Mineral Resource. There can be no assurance that the Company will be able to negotiate such agreement on terms that are satisfactory to the Company or that there will not be delays in obtaining the necessary agreement. Should an agreement with the Adjacent Owner not be obtained on favourable terms, the economics of any potential mine development using the full Mineral Resource estimate would be significantly negatively impacted.

The Mineral Resource estimate was prepared based on the Qualified Person’s reasoned judgment, in accordance with Canadian Institute of Mining, metallurgy and Petroleum (“CIM”) Best Practices Guidelines and his professional standards of competence, that there is a reasonable expectation that all necessary permits, agreements and approvals will be obtained and maintained, including an agreement with the Adjacent Owner to allow mining of waste material on its mineral concessions. In particular, when determining the prospects for eventual economic extraction, consideration was given to industry practice, including the past practices of the Adjacent Owner in entering similar agreements on commercially reasonable terms, and a timeframe of 10-15 years.

The project described in the Camino Rojo Report is based on only a portion of the total Mineral Resource estimate and was prepared on the assumption that no mining activities would occur on the Adjacent Owner’s mineral titles. Accordingly, delays in, or failure to obtain, an agreement with the Adjacent Owner to conduct mining operations on its mineral titles would have no impact on the timetable or cost of development of the proposed mine plan in the Camino Rojo Report.

Page 31

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Mineral Resource estimations for the Camino Rojo Project are only estimates and rely on certain assumptions.

The estimation of Mineral Resources relies on the judgment of the independent Qualified Person preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. In particular, the estimation of Mineral Resources for the Camino Rojo Project assumes that there is a reasonable prospect for reaching an agreement with the Adjacent Owner. While the Company believes that the Mineral Resource estimates for the Camino Rojo Project are well established and reflect best estimates, by their nature resource estimates are imprecise and depend on inferences that may ultimately prove to be inaccurate, including the assumption that an agreement with the Adjacent Owner will be reached. Although all mineralization included in the Company’s Mineral Resource estimate for the Camino Rojo Project are located on mineral concessions controlled by the Company, failure to reach an agreement with the Adjacent Owner would result in a significant reduction of the Mineral Resource estimate by limiting access to significant mineralized material at depth. Any material changes in Mineral Resource estimates may have a material adverse effect on the Company.

MINERAL RESERVE ESTIMATES

The Mineral Reserve estimate at the Camino Rojo Project includes Proven and Probable Mineral Reserve totalling 44.0 million tonnes at 0.73 g Au/t and 14.2 g Ag/t for 1.03 million contained gold ounces and 20.1 million contained silver ounces. Recoverable gold is estimated as 662,300 ounces based on an average recovery of 64%. Recoverable silver is estimated as 3.48 million ounces based on an average recovery of 17%. Direct feed material in the Mineral Reserve is material that will be processed the same year it is mined. The low-grade stockpile material will be processed after the open pit is completed. The effective date of this Mineral Reserve estimation is 24 June 2019.

The Mineral Reserve estimation is based on an open pit mine plan and mine production schedule developed by IMC. Processing is based on crushing and heap leaching to recover gold and silver. The Mineral Reserve is based on a gold price of US$1,250 per ounce and a silver price of US$17.00 per ounce. Measured Mineral Resource in the mine production schedule was converted to proven Mineral Reserve and indicated Mineral Resource in the schedule was converted to probable Mineral Reserve.

IMC does not believe that there are significant risks to the Mineral Reserve estimate based on environmental, permitting, legal, title, taxation, socio-economic, marketing, infrastructure, or political factors. There has been a significant amount of metallurgical testing and the infrastructure requirements are relatively straightforward compared to many operations. However, recoveries lower than forecast would result is loss of revenue for the project. There has also been some potential preg-robbing material identified in the deposit, as discussed in the Camino Rojo Report, but this does not appear to represent a significant risk.

There is risk to the Mineral Reserve based on mining factors. As discussed in the Camino Rojo Report, the slope angle assumptions are based on careful application of wall control blasting, and the north and west wall slope angles are also based on significant mechanical support. Failure of these systems to perform as expected would result in less ore available for the process plant and potentially a shorter project life. Also, slope stability issues on the north wall of the pit could be difficult to mitigate due to lack of access to the ground north of the pit.

Other risks to the Mineral Reserve are related to economic parameters such as prices lower than forecast or costs higher than the current estimates. The impact of these is modeled in the sensitivity study with the economic analysis in the Camino Rojo Report.

All of the mineralization comprised in the Mineral Reserve estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by Orla as is all the proposed development and mining and processing activities.

Page 32

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

The below table presents a summary of the Mineral Reserve at Camino Rojo:

Mineral Reserve

Reserve Class	Ktonnes		NSR (US$/t)		Gold (g/t)		Silver (g/t)		Gold Recov (%)			Silver Recov (%)			Cont. Gold (koz)		Cont. Silver (koz)		Recoverable Gold (koz)		Recoverable Silver (koz)
Proven Mineral Reserve
Direct Feed		13,331		22.87		0.84		15.6		65.6	%		16.5	%		358.8		6,698		235.3		1,107
Low Grade Stockpile		1,264		7.19		0.27		10.0		61.3	%		13.9	%		10.9		406		6.7		56
Total Proven Mineral Reserve:		14,595		21.51		0.79		15.1		65.5	%		16.4	%		369.7		7,104		242.1		1,164
Probable Mineral Reserve
Direct Feed		25,939		20.27		0.76		14.4		63.8	%		18.0	%		629.8		12,029		402.1		2,168
Low Grade Stockpile		3,485		7.05		0.28		8.6		58.1	%		15.2	%		31.3		962		18.2		147
Total Probable Mineral Reserve:		29,424		18.70		0.70		13.7		63.6	%		17.8	%		661.1		12,991		420.3		2,315
Probable/Probable Mineral Reserve
Direct Feed		39,270		21.15		0.78		14.8		64.5	%		17.5	%		988.6		18,726		637.5		3,275
Low Grade Stockpile		4,749		7.09		0.28		9.0		58.9	%		14.8	%		42.3		1,368		24.9		203
Total Probable/Probable Reserve:		44,019		19.63		0.73		14.2		64.3	%		17.3	%		1,030.9		20,095		662.4		3,478

Notes:

(1)

The Mineral Reserve estimate has an effective date of June 24, 2019.

(2)

Columns may not sum exactly due to rounding.

(3)

Mineral Reserves are based on prices of $1,250/oz gold and $17/oz silver.

(4)

Mineral Reserves are based on NSR cut-offs that vary by time period to balance mine and plant production capacities. They range from a low of $4.73/t to a high of $9.00/t.

(5)

NSR value for leach material is as follows:

Kp Oxide: NSR ($/t) = 27.46 x gold (g/t) + 0.057 x silver (g/t), based on gold recovery of 70% and silver recovery of 11%

Ki Oxide: NSR ($/t) = 21.97 x gold (g/t) + 0.078 x silver (g/t), based on gold recovery of 56% and silver recovery of 15%

Tran-Hi: NSR ($/t) = 23.54 x gold (g/t) + 0.140 x silver (g/t), based on gold recovery of 60% and silver recovery of 27%

Tran-Lo: NSR ($/t) = 15.69 x gold (g/t) + 0.177 x silver (g/t), based on gold recovery of 40% and silver recovery of 34%

(6)

Operating costs – mining US$1.94/t mined; process US$3.41/t processed; G&A US$1.32/t processed; includes a 2% royalty.

(7)

Refining cost per ounce – gold US$5.00; silver US$0.50.

(8)

Kt = 1,000 tonnes; koz = 1,000 troy ounces; t = tonne (1,000 kilograms).

MINING OPERATIONS (MINING METHODS)

The Camino Rojo mine will be a conventional open pit mine. Mine operations will consist of drilling medium diameter blast holes (approximately 17 cm), blasting with either explosive slurries or ammonium nitrate/fuel oil (“ANFO”) depending on water conditions, and loading into large off-road trucks with hydraulic shovels and wheel loaders. Ore will be delivered to the primary crusher and waste will be delivered to the waste storage facility southeast of the pit. There will also be a low-grade stockpile facility to store marginal resource for processing at the end of commercial pit operations. There will be a fleet of track dozers, rubber-tired dozers, motor graders and water trucks to maintain the working areas of the pit, waste storage areas, and haul roads. The mine plan was developed to supply ore to a conventional crushing and heap leach facility with the capacity to process 18,000 tpd. The mine is scheduled to operate two 10-hour shifts per day for 365 days per year. Due to space limitations there is only one mining phase, the final pit. The final pit design is based on the results of a floating cone analysis using the parameters discussed in the Camino Rojo Report. Eventually, mining will be conducted below the water table, probably during Year 4 of commercial operation. Estimates of pit dewatering requirements have been prepared for cost estimation purposes, but additional hydrogeological studies may be required to better estimate the requirements. There is a risk that the estimated pit dewatering costs may change as a result of these studies.

Page 33

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

The mine plan is constrained by the Adjacent Owner’s concession boundary on the north side of the pit. The Camino Rojo Report is based on only a portion of the total Mineral Resource estimate and was prepared on the assumption that no mining activities would occur on the Adjacent Owner’s mineral titles. Accordingly, delays in, or failure to obtain, an agreement with the Adjacent Owner to conduct mining operations on its mineral titles would have no impact on the timetable or cost of development of the potential mine modelled in the Camino Rojo Report.

PROCESSING AND RECOVERY OPERATIONS

Test work results developed by KCA and others have indicated that the part of the Camino Rojo Mineral Resource is amenable to heap leaching for the recovery of gold and silver. Based on a Mineral Reserve of 44.0 million tonnes and established processing rate of 18,000 tonnes per day of ore, the project has an estimated mine life of approximately 6.8 years.

Ore will be mined using standard open pit mining methods and delivered to the crushing circuit using haul trucks which will direct-dump into a dump hopper; front-end loaders will feed material to the dump hopper as needed from a run of mine (“ROM”) stockpile located near the primary crusher. Ore will be crushed to a final product size of 80% passing 28mm (100% passing 38mm) using a two-stage closed crushing circuit. The crushing circuit will operate 7 days/week, 24 hours/day with an overall estimated availability of 75%.

The crushed product will be stockpiled using a fixed stacker, reclaimed by belt feeders to a reclaim conveyor, and conveyed to the heap stacking system by an overland conveyor system. Pebble lime will be added to the reclaim conveyor belt for pH control; agglomeration with cement is not needed.

Stacked ore will be leached using a drip irrigation system for solution application; sprinkler irrigation will be used beginning in Year 4 of operations to increase evaporation rates and avoid the need for water treatment from pit dewatering. After percolating through the ore, the gold and silver bearing pregnant leach solution will drain by gravity to a pregnant solution pond where it will be collected and pumped to a Merrill-Crowe recovery plant. Pregnant solution will be pumped through clarification filter presses to remove any suspended solids before being deaerated in a vacuum tower to remove oxygen. Ultra-fine zinc dust will be added to the deaerated pregnant solution to precipitate gold and silver values, which will be collected by precipitate filter presses. Barren leach solution leaving the precipitate filter presses will flow to a barren solution tank and will then be pumped to the heap for further leaching. High strength cyanide solution will be injected into the barren solution to maintain the cyanide concentration in the leach solutions at the desired levels.

The precipitate from the Merrill-Crowe recovery plant will be processed in the refinery. Precipitate will be treated by an electric mercury retort with a fume collection system for drying and removal of mercury before being mixed with fluxes and smelted using an induction smelting furnace to produce the final doré product.

An event pond is included to collect contact solution from storm events. Solution collected will be returned to the process as soon as practical. Evaporators will be installed in the event pond beginning in Year 3 of operation to remove excess water generated by pit dewatering.

INFRASTRUCTURE, PERMITTING AND COMPLIANCE ACTIVITIES

Existing infrastructure for the Camino Rojo Project includes a 30-person exploration camp and dirt and gravel roads throughout the project site. Internet and limited cellular communications are currently available, though these systems will need to be expanded for operations.

Page 34

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Access to the project site is by the paved four lane Mexican Highway 54 and Route 62, a secondary paved highway that passes through San Tiburcio. This is approximately 260 km southwest of Monterrey and 190 km northeast of Zacatecas.

A private road will enter the mine property approximately 250 m northeast of the intersection between highway 54 and 62. This road will provide access to the camps, offices, mine, process plant and other project facilities. Site access roads will be constructed during pre-production and will include approximately 24 km of dirt and gravel roads. Access to the project will be limited to one main gate to access process and camp areas, ensuring only authorized employees, contractors and visitors are allowed onto the property or inside the critical facilities. The entrance will be manned 24 hours a day, 7 days a week for identification control, random checks, drug and alcohol monitoring and vehicle check-in/out. A security contractor will be used for general site security and protection of mine assets.

The project infrastructure will also include a one-km by 30 m air strip to allow for small passenger planes to land and take off at the project site. The air strip will be constructed by grading and compacting the existing surface and is located south of the heap leach pad. The air strip does not include any infrastructure or provisions for fueling or maintenance of planes or other aircraft. The air strip will be located approximately 700 m south of the event pond.

The onsite operations camp will be arranged to lodge up to 408 people and will be under maximum occupancy during the construction phase (multiple bunks in rooms that will be single rooms during operations).

Power supply to the Camino Rojo Project will initially be generated on site using two each 2500 ekW diesel generator units operating, with an additional unit on standby, as well as by the existing power line which services the surrounding area. Power will be generated at 4160 V, 3 phase, 60 Hz and stepped up to 13.8 kV by a transformer for site distribution. The generator system has been sized to meet both the average power demand of 4.8 MW as well as the peak estimated demand of 6 MW based on detailed electrical loads with estimated utilization and demand factors. The existing power line has a reported 1 MW of capacity which will be used to supply power to dedicated loads (man camp, site buildings, water supply). The existing power line will be stepped down from 34.5 kV to 13.8 kV.

It is assumed that in Year 2 of operations, power supply will be available by connecting to the national grid and power generation at site will no longer be needed. Overhead power lines will connect 34.5 kV, three phase and 60 Hz power system, pending Centro Nacional de Control de Energía (“CENACE”) approval, to a metering and switching substation. This main substation will be located at approximately NAD27 245609E, 2674826N. Power from the main substation will be stepped down to 13.8 kV and connected to the existing switch gear for site distribution. The temporary generators and associated fuel tanks will be removed once line power is available.

Total project water supply will be sourced from production wells located within the property boundary. Process make-up water will also be supplied during pit dewatering activities starting in about Year 4. Total water consumption for the project will average 24 liters per second (“L/s”) with a peak water demand of 33 L/s.

Project buildings will primarily be prefabricated steel buildings or concrete masonry unit buildings and include an administration building, contract mining office, mine truck shop, warehouse, workshop, laboratory, guard house, medical clinic, refinery and motor control centres (“MCC”).

ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT

Exploration and mining activities in Mexico are subject to control by the Federal agency of the Secretaria del Medio Ambiente y Recursos Naturales (Secretary of the Environment and Natural Resources), known by its acronym “SEMARNAT”, which has authority over the two principal Federal permits:

a Manifesto de Impacto Ambiental (Environmental Impact Statement), known by its acronym as an “MIA” accompanied by an Estudio de Riesgo (Risk Study); and

Cambio de Uso de Suelo (Land Used Change) permit, known by its acronym as a “CUS”, supported by an Estudio Tecnico Justificativo (Technical Justification Study).

Page 35

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Baseline environmental studies required for mine permitting were commissioned by Orla in April 2018 and were completed in May 2019 by independent consultants. The project area includes five flora species with legally protected status and nine fauna species that are listed as threatened or protected. In accordance with Federal laws, 100% of the protected plants will be rescued and transplanted prior to construction and qualified biologists will survey the areas to be disturbed to identify nesting areas, dens and lairs of animals present. Any animals not naturally prone to leave the area that are found will be relocated to suitable habitats elsewhere in the property area. Permitting documents for the MIA and CUS required to build the mine as described in the Camino Rojo Report were submitted to SEMARNAT in August 2019. The Company was notified that the CUS was accepted on December 12, 2019 and subsequently paid the required fees in January 2020. The Company received a series of questions and requests for additional information on the MIA in November 2019. This is a normal part of the process. A reply was submitted to this on December 20, 2019. On January 13, 2020, SEMARNAT notified the Company of a one-time 60 working-day extension to the MIA review. This would result in the review being completed in mid April 2020.

In April 2018, Orla commissioned Environmental Resources Management (“ERM”), a global provider of environmental, health, safety, risk, social consulting and sustainability related services group to conduct an independent assessment of social and community impacts of the development of the Camino Rojo Project, and to provide guidance on actions and policies needed to ensure that Orla obtains and maintains social license to operate. The study was completed in May 2019 and salient results are being incorporated into the project development and permitting plans. Key points are summarized as follows:

Principal concerns of affected stakeholders in surrounding communities are:

Employment of community members

ii.

Community benefits from improved public services and investment in community development

iii.

Environmental contamination

iv.

Increased community population and strain on public services

Water shortages

Principal concerns of Ejido members whose land is affected are:

Just economic compensation

ii.

Assistance in obtaining title to informally owned parcels

Principal concerns of local and State government authorities are:

Generation of employment

ii.

Improvement of local infrastructure

iii.

Service contracts to local businesses

iv.

Environmental contamination.

ERM identified the principal social and community impacts of the project and opined that the project does not put at risk the social environment of the nearby communities because the impacts can be mitigated or made positive with the implementation of a Social Management System (“SMS”). ERM has designed this SMS based on International Association of Impact Assessment best practices.

Page 36

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

CAPITAL AND OPERATING COST ESTIMATES

Capital and operating costs for the process and general administration components of the Camino Rojo Project were estimated by KCA. Costs for the mining components were provided by IMC. All costs are presented in first quarter 2019 US dollars. Where prices were quoted in Mexican Pesos, an exchange rate of 19.3 MXN:1 US$ was used. Estimated costs are considered to have an accuracy of +/-15%.

Capital Cost Estimates

The total life of mine (“LOM”) capital cost for the Camino Rojo Project is US$153.7 million, including US$10.1 million in working capital and not including reclamation and closure costs which are estimated at US$19.8 million, value added tax (“IVA”) or other taxes. A total contingency of US$18.6 million or 12% of the total LOM capital costs is included. IVA is applied to all capital costs at 16% and is assumed to be fully refundable within one calendar year.

The below table presents the capital cost requirements for the Camino Rojo Project:

Capital Cost Summary

Description	Cost (US$)
Pre-Production Capital	$	123,114,000
Working Capital and Initial Fills	$	10,187,000
Sustaining Capital – Mine and Process	$	20,424,000
TOTAL (excluding IVA)	$	153,725,000

The costs presented were primarily estimated by KCA with input from IMC on owner mining and mining contractor mobilization costs. Material take-offs for earthworks, concrete and major piping were estimated by KCA. All equipment and material requirements are based on design information described in detail in the Camino Rojo Report. Capital costs estimates were made primarily using budgetary supplier quotes for all major and most minor equipment as well as contractor quotes for major construction contracts. Multiple quotes were received for all major packages (three or more in most cases). Where project specific quotes were not available a reasonable estimate or allowance was made based on recent quotes in KCA/IMC’s files. In total, more than 90% of the Camino Rojo Project direct costs are based on supplier and contractor quotes. All capital cost estimates were based on the purchase of equipment quoted new from the manufacturer or estimated to be fabricated new.

Operating Cost Estimates

The average LOM operating cost for the Camino Rojo Project is US$8.43 per tonne of ore processed. IVA is not included in the operating costs. The below table presents the LOM operating cost requirements for the Camino Rojo Project.

Operating Cost Summary

Description	LOM Cost (US$/t)
Mine	$	3.30
Process and Support Services	$	3.38
Site G&A	$	1.75
TOTAL	$	8.43

Mining costs were provided by IMC at US$2.14 per tonne mined (LOM US$3.30 per tonne of ore) and are based on quotes for contract mining with estimated owner’s mining costs.

Page 37

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Process operating costs have been estimated by KCA from first principles. Labour costs were estimated using project specific staffing, salary and wage and benefit requirements. Unit consumptions of materials, supplies, power, water and delivered supply costs were also estimated. LOM average processing costs are estimated at US$3.38 per tonne ore. General administrative costs (“G&A”) have been estimated by KCA with input from Orla. G&A costs include project specific labour and salary requirements and operating expenses, including social contributions, land access and water rights. G&A costs are estimated at US$1.75 per tonne ore. Operating costs were estimated based on first quarter 2019 US dollars and are presented with no added contingency based upon the design and operating criteria present in the Camino Rojo Report. IVA is not included in the operating cost estimate. The operating costs presented are based upon the ownership of all process production equipment and site facilities, including the onsite laboratory. The owner will employ and direct all process operations, maintenance and support personnel for all site activities.

The required capital cost estimates were based on the design outlined in the Camino Rojo Report. The scope of these costs includes all expenditures for process facilities, infrastructure, construction indirect costs, mine contactor mobilization and owner mining capital costs for the Camino Rojo Project.

Total mine operating cost during commercial production is estimated at US$145.2 million.

All costs are presented in first quarter 2019 US dollars. Where prices were quoted in Mexican Pesos and an exchange rate of 19.3 MXN:1 US$ was used.

Detailed costs for each discipline are included in the Camino Rojo Report.

ECONOMIC ANALYSIS

Based on the estimated production parameters, capital costs, and operating costs, a cash flow model was prepared for the economic analysis of the Camino Rojo Project. The project economics were evaluated using a discounted cash flow method, which measures the net present value (“NPV”) of future cash flow streams. The final economic model was developed by KCA, with input from Orla, using the following assumptions:

The cash flow model is based on the mine production schedule from IMC;

period of analysis of twelve years (includes two years of pre-production and investment, seven years of production and three years for reclamation and closure);

gold price of US$1,250/oz and silver price of US$17/oz;

an exchange rate of 19.3 MXN:US$1;

processing rate of 18,000 tonnes per day material;

gold and silver overall recoveries of 64% for gold and 17% for silver, derived as follows: (i) estimated gold recoveries (including 2% field deduction) of 70% for Kp Oxide, 56% for Ki Oxide, 60% for Transition-hi; and 40% for Transition-lo; and (ii) estimated silver recoveries (including 3% field deduction) of 11% for Kp Oxide, 15% for Ki Oxide, 27% for Transition-hi and 34% for Transition-lo;

capital and operating costs as summarized above (which are set forth in detail in the Camino Rojo Report); and

2% NSR to Newmont, 0.5% NSR extraordinary mining duty to the Mexican government, 7.5% special mining tax to the Mexican government plus 30% income tax to Mexican government.

Page 38

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

A summary of the key economic parameters is shown in the below table:

Key Economic Parameters

Item	Value		Units
Gold Price		1,250	US$/oz
Silver Price		17	US$/oz
Gold Avg. Recovery		64	%
Silver Avg. Recovery		17	%
Treatment Rate		18,000	t/d
Refining and Transportation Cost, gold		1.40	US$/oz
Refining and Transportation Cost, gold		1.20	US$/oz
Payable Factor, gold		99.9	%
Payable Factor, silver		98.0	%
Annual Produced Au, Avg.		97,000	oz
Annual Produced Ag, Avg.		511,000	oz
Income and Corporate Tax Rate		30	%
Special Mining Tax Rate		7.5	%
Royalties ¹		2.50	%
Mine Life		6.8	years
Payback period (Years based on After-Tax)		3.0	years

¹ (comprised of 2% to Newmont and an Extraordinary Mining Duty of 0.05%)

Page 39

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Economic Analysis Summary

Economic Analysis (US$)
Internal Rate of Return (IRR), Pre-Tax		38.6%
Internal Rate of Return (IRR), After-Tax		28.7%
Average Annual Cashflow (Pre-Tax)		$72 Million
NPV @ 5% (Pre-Tax)		$227 Million
Average Annual Cashflow (After-Tax)		$56 Million
NPV @ 5% (After-Tax)		$142 Million
Gold Price Assumption		$1,250/ounce
Silver Price Assumption		$17/ounce
Pay-Back Period (Years based on After-Tax)		3.0 years
Capital Costs (Excluding IVA) (US$)
Initial Capital		$123 Million
LOM Sustaining Capital		$20 Million
Total LOM Capital		$144 million
Working Capital and Initial Fills		$10 Million
Reclamation and Closure Costs		$20 Million
Operating Costs (Average LOM) (US$)
Mining		$2.14/tonne mined
Mining (Processed)		$3.30/tonne processed
Processing and Support		$3.38/tonne processed
G&A		$1.75 /tonne processed
Total Operating Cost		$8.43/tonne processed
Total By-Product Cash Cost		$515/ounce Au
All-in Sustaining Cost		$576/ounce Au
Production Data
LOM		6.8 years
Total Tonnes to Crusher		44,020,000 tonnes
Grade gold (Avg.)		0.73 g/t
Grade silver (Avg.)		14.2 g/t
Contained gold oz		1,031,000 ounces
Contained silver oz		20,093,000 ounces
Mine Throughput per day		18,000 tonnes/day
Mine Throughput per year		6,570,000 tonnes/year
Metallurgical Recovery Gold (Overall)		64%
Metallurgical Recovery Silver (Overall)		17%
Average Annual Gold Production		97,000 ounces
Average Annual Silver Production		511,000 ounces
Total Gold Produced		662,000 ounces
Total Silver Produced		3,479,000 ounces
LOM Strip Ratio		0.54:1

Page 40

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

Sensitivity

To estimate the relative economic strength of the Camino Rojo Project, base case sensitivity analyses were completed analyzing the economic sensitivity to several parameters including changes in gold price, capital costs, average operating cash cost per tonne of ore processed and exchange rate. The sensitivities are based on +/- 25% of the base case for capital costs, operating costs and exchange rate and select gold prices. Variations in gold price, ore grades and recovery rates have the largest influence on the sensitivity of the Camino Rojo Project. From these sensitivities it can be seen that the Camino Rojo Project is economically robust.

The economic indicators chosen for sensitivity evaluation are the internal rate of return (“IRR”) and NPV at 5% and 10% discount rate.

After-Tax Sensitivity Analysis Results

						NPV
	Variation		IRR			5%		10%
Gold Price
	$	1,000		15.9	%	$	59,068,000	$	25,895,000
	$	1,125		22.8	%	$	101,241,000	$	58,528,000
	$	1,250		28.7	%	$	141,580,000	$	89,534,000
	$	1,375		34.3	%	$	182,146,000	$	120,710,000
	$	1,500		39.7	%	$	222,711,000	$	151,886,000
Capital Costs
75%	$	130,013,659		38.7	%	$	165,153,000	$	112,375,000
90%	$	150,016,306		32.2	%	$	151,009,000	$	98,671,000
100%	$	163,351,404		28.7	%	$	141,580,000	$	89,534,000
110%	$	176,686,502		25.7	%	$	132,151,000	$	80,398,000
125%	$	196,689,149		21.9	%	$	118,008,000	$	66,694,000
Operating Costs
75%	$	278,366,386		35.5	%	$	189,191,000	$	126,195,000
90%	$	334,039,663		31.5	%	$	160,625,000	$	104,198,000
100%	$	371,155,181		28.7	%	$	141,580,000	$	89,534,000
110%	$	408,270,699		25.9	%	$	122,536,000	$	74,870,000
125%	$	463,943,977		21.4	%	$	93,317,000	$	52,279,000
Exchange Rate
75%		14.475		25.2	%	$	123,861,000	$	74,932,000
90%		17.37		27.5	%	$	135,673,000	$	84,666,000
100%		19.30		28.7	%	$	141,580,000	$	89,534,000
110%		21.23		29.7	%	$	146,412,000	$	93,516,000
125%		24.125		31.0	%	$	152,208,000	$	98,292,000

INTERPRETATION, CONCLUSIONS AND RECOMMENDATIONS OF THE CAMINO ROJO REPORT

The Camino Rojo Report states that the work which has been completed to date has demonstrated that the Camino Rojo open pit mine and heap leach is a technically and economically viable project, which is conveniently located with access via Mexican highway 54 which connects the major cities of Zacatecas and Saltillo. The project terrain is predominately flat and sufficient water for operations is available from wells located at the project site. Required mineral, surface and water rights have all been secured. The mine plan developed as the base case for the Camino Rojo Report has identified 44.0 million tonnes of ore at an average grade of 0.73 g/t Au and 14.2 g/t Ag. This amounts to 1.03 million contained ounces of gold and 20.1 million contained ounces of silver. The mine life is about 6.8 years and the life of mine strip ratio is 0.54 to 1, a relatively low ratio for a precious metal pit.

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The project has been designed as an open-pit mine with heap leach for recovery of gold and silver from oxide and transition material. Ore will be crushed to P80 28mm, stockpiled, reclaimed and conveyor stacked onto the heap leach pad at an average rate of 18,000 tonnes/day. Stacked material will be leached using low grade sodium cyanide solution and the resulting pregnant leach solution will be processed in a Merrill-Crowe plant for the recovery of gold and silver by zinc cementation followed by drying and smelting to produce the final doré product.

Metallurgical test work completed indicates that the material is amenable to cyanide leaching for the recovery of precious metals with overall recoveries of 64% for gold and 17% for silver with low to moderate reagent consumptions and will produce an estimated 662,000 ounces of gold and 3.5 million ounces of silver. Cement agglomeration is not required for heap heights up to 80 m with only lime being required for pH control.

Potentially preg-robbing material has been identified within the Camino Rojo ore body. A significant campaign was carried out to identify the material associated with preg-robbing with results indicating that the potentially preg-rob material is only a minor component of the total material and is found primarily at depth and is associated with the transition material with almost none of the oxide showing preg-robbing tendencies. Deleterious effects from preg-robbing should be able to be mitigated with proper ore control toward the end of the project life.

Key opportunities for the Camino Rojo Project include:

A portion of the Mineral Resources amenable to heap leaching that are not in the current Mineral Reserves are located just below the bottom of the pit outlined in the Feasibility Study and at relatively shallow depths on the north side of the pit. Obtaining a layback agreement with the Adjacent Owner would allow much of this material to be included in an expended mine plan.

In addition to the Mineral Resource amenable to heap leaching, the feasibility study contained in the Camino Rojo Report has identified a Measured and Indicated Mineral Resource of sulphide material that is amenable to milling and flotation concentration of 258.8 million tonnes at 0.88 g/t Au and 7.4 g/t Ag. This amounts to 7.3 million contained ounces of gold and 61.6 million contained ounces of silver. Additional metallurgical studies will be required to support the estimated metallurgical recoveries for this material. This deeper sulphide Mineral Resource is contained on Orla property, but an agreement with the Adjacent Owner will be required to exploit this by open pit mining methods. The selected heap leach pad and mine waste dump locations have been placed so that they are outside the footprint of any potential open pit developed to mine the sulphide material.

Due to the uniform topography of the Camino Rojo property, earthworks quantities needed for elevating the haul roads to meet the required height of the primary crusher incur large capital costs. Utilizing a decoupled system (a conveyor at lower elevation to feed the crusher) would decrease initial earthworks quantities as well as fuel requirements from truck haulage throughout the life of the project.

Leaching cycles have been designed for 80 days, but laboratory results have shown that silver recoveries benefit from cyanide solution application beyond the 80-day period. With subsequent lifts, draindown from active lifts will result in extended leaching times on previously leached lifts. As a result of this, silver recoveries are expected to increase over the LOM of the project.

The Camino Rojo deposit occurs within a mineralized district that is highly prospective for discovery of additional deposits. New discoveries of Mineral Resources in the vicinity of the proposed mine may be accretive to project value.

Risks for the Camino Rojo Project, other than those already discussed in this Annual Information Form, include:

Camino Rojo considers contract mining as part of the base case study. There is a risk that the selected mining contractor may require financial assistance from the owner, either in terms of cash, or loan guarantees, to procure some equipment, which may increase capital costs. Contract mining is common in Mexico and this risk can be minimized by careful evaluation of potential contractors.

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There is geotechnical risk associated with the base case mine plan that is constrained by the property boundary. Mitigation of any slope failures of the north wall could prove difficult due to lack of access to the ground to the north. The design slope angles on the north and west wall are relatively steep and assume aggressive slope reinforcement utilizing closely spaced cemented rebar dowels along the pit wall. The slope angles will be flatter than design if this system fails to work as expected. The slope angle design also assumes much of the wall will be pre-split using lightly loaded, approximate 100mm diameter blast holes, spaced 1 m to 1.2 m along the final pit wall. This is to maintain bench face angles of about 72o and allow safe catch bench widths. If this does not work as anticipated, or it is decided not to utilize this in some areas, the slope angles will be flatter than design. These geotechnical risks could reduce the amount of material mined and the amount of ore available for processing.

Carbonaceous material with preg-robbing characteristics has been identified, which may reduce overall heap performance and metal recovery if processed. In regard to gold and silver recovery the Camino Rojo deposit shows preg-robbing organic carbon as being the only significant deleterious element identified, which is primarily associated with the transition material at depth along the outer edges of the deposit. Preg robbing presents a low risk to the overall Project. A significant investigation by Orla into the preg robbing material which was reviewed by KCA indicates that preg robbing material will most likely not be encountered until later in the project life and can be mitigated by proper ore control.

Evaporators for pit dewatering require a minimum operating depth in the pond for operation, which is assumed to be approximately 1.5 m, or approximately 46,500 m3 of solution. Based on the pond sizing criteria there is sufficient capacity in the event pond to accommodate this additional solution for the planned heap without any changes. However, evaporation rates of water from the pit may not consistently be as estimated which may lead to some periodic loss of pond storage.

There is a risk that Merrill-Crowe efficiencies may be poor, particularly during initial operations due to low pregnant solution concentrations. This may result in increased zinc consumption and delayed metal recoveries.

The project is subject to normal risks regarding access, title, permitting, and security. The project has had a productive relationship with the surface owners and no extraordinary risks to project access were discerned. Conditional upon continued compliance with annual requirements, no risk to validity of title was discerned. Conditional upon compliance with applicable regulations, permits for normal exploration activities, mine construction, and mine operation are expected to be attainable. Drug related violence, propagated by members of criminal cartels and directed against other members of criminal cartels, has occurred in the region and has affected local communities. The aggression is not directed at mining companies operating in the region and has not affected the ability of Orla or previous operators to explore the Camino Rojo property.

The project considers running a powerline from Conception Del Oro, approximately 55km from the project site, to provide power to site early in the project life. The application for the power line requires an investigation by CENACE to determine where the Project is allowed to connect to the grid, followed by approval from the Mexican CFE to construct the powerline. It is assumed that by Year 2 of operations power supply will be available by connecting to the national commercial grid and power generation at site will no longer be needed. There is a possibility that connection to the national grid will occur later than Year 2 and will require an extended time period of diesel power generation. This delay in access to lined power would incur additional operating costs for any duration beyond the expected date of connection to the commercial power grid. The estimated operating costs for generated power is approximately 37% more than line power.

An ecological tax implemented by the state Congress of Zacatecas in 2017 could have a significant impact on the economics of the Project. This tax is applied to cubic metres of material extracted during mining, square metres of material impacted by dangerous substances, tonnes of carbon dioxide produced during mining processes and tonnes of waste stored in landfills. Due to the uncertainty of application of this tax and turbulence between active mining companies and the State of Zacatecas, the long term affects, and implementation of this ecological tax are currently unknown.

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The primary project production well (PW-1) underwent a 10,000-minute pumping test and a sustained flow of 32 L/s was maintained. However, there is a risk that the fracture system in the limestone has limited potential to provide water and that flow to the well could decrease over the life of the project. Development of additional wells will mitigate this risk.

Based on the results of the Camino Rojo Report, the Camino Rojo Report recommends the following additional work in regard to process and infrastructure development:

Application and approval for the power line to the project site should continue to be advanced. Estimated costs for this are approximately US$130,000 and are included in the cost estimates of the Camino Rojo Report.

Engage with the Adjacent Owner to reach an agreement allowing expansion of the proposed mine pit and Mineral Resource.

In addition to continuing the exploration work underway, the Camino Rojo Report recommends a two-phase exploration program, consisting of:

Phase 1

	·	950 line-km of IP geophysical surveys to seek additional mineralized zones concealed by colluvium;

	·	a 5,000 m core drill program to evaluate the sulphide resource underlying and adjacent to the oxide and transition mineralization that is the focus of the Camino Rojo Report , with the goal of defining mineralization that may be economically processed through a mill and flotation plant; and

	·	a 5,000 m RC drill program to test IP anomalies already identified; then

Phase 2, which is conditional upon identification of new IP anomalies, comprised of:

	·	a 5,000 m RC drill program to test newly defined IP anomalies; and

	·	a 5,000 m core drilling program to evaluate the mineralized zones thus discovered.

The total estimated cost to complete the first phase of the recommended exploration work is US$3.25 million. Conditional upon positive results from the first phase, the second phase of recommended work is estimated to cost US$1.80 million.

The Camino Rojo Report also recommends:

additional RC test drilling leading to the construction of one or more back up or reserve production wells which should have a pump-tested sustainable capacity of at least 15 to 20 L/s; and,

drilling and construction of the proposed monitoring wells that have not yet been completed.

The estimated cost for the proposed water well drilling and development is approximately US$1.0 million and is included in the capital cost estimate.

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OUTLOOK/FUTURE PLANS

Since June 25, 2019, the effective date of the Camino Rojo Report, efforts on the Camino Rojo Project have focussed on bringing the mine as outlined in the Feasibility Study to development. Environmental assessment studies required for permitting of the mine were completed and submitted to SEMARNAT in August 2019. On December 12, 2019 the Company received notification from SEMARNAT granting approval of the Change of Land Use permit (“Cambio de Uso de Suelo” or “CUS/ETJ”), one of the two key permits required prior to the start of construction. Questions and a request for additional information on the Manifesto de Impacto Ambiental (“MIA”), the other key permit required, were received in November 2019. A reply was submitted in December 2019 and this permit is expected to be in hand in time to allow construction to start in the first half of 2020.

On September 9, 2019, Orla announced that a contract for engineering, procurement and construction management (“EPCM”) for the Camino Rojo Oxide Project was awarded to M3 Engineering and Technology Corporation (“M3”). M3 is a full service EPCM firm headquartered in Tucson, Arizona and has provided services to over 10,000 projects for some 1,000 clients in its 33-year history. Work on the Camino Rojo project will be undertaken out of the M3 office in Hermosillo, Mexico with senior review and support from the Tucson, Arizona office. M3 will be responsible for detailed engineering, construction planning and execution, contractor management and cost control for the project under the auspices of Orla management.

Detailed engineering started in September and is ongoing. Bid documents for long-lead items such as the crushing plant are being completed and provided to potential suppliers. The Company has hired key senior managers for the project.

Other development related activities include drilling and establishing 11 additional groundwater monitoring wells, detailed surveying and additional geotechnical investigations and improvements to the existing camp to facilitate more people.

As well as development related activities, we continue to conduct a limited regional exploration program. Work completed since June 25, 2019 includes geological mapping, rock sampling, geophysics and 8 RC drill holes. A total of 113 line-km of IP were conducted in the southwest part of the property in a number of small grids centered on overburden covered areas with potential structural intercepts and indications of alteration in the general vicinity. One of the grids showed a well-defined chargeability anomaly that is roughly 1,000 by 400 m in size. It is in an area with large structures and rock outcrops to the southeast have zones with strong silicification and weakly anomalous trace-element geochemistry. The area of the anomaly is covered by overburden. Permits to allow drill testing of the anomaly have been received.

Low amplitude chargeability anomalies southeast and west of the resource area outlined in an IP survey completed in the first half of 2019 were tested with 8 RC holes totalling 2,536 m. No significant alteration was encountered. The anomalies are assumed to be related to groundwater with elevated total dissolved solids concentration encountered in the holes.

The Company maintains an active community and social relations (“CSR”) program. Significant CSR activities in the second half of 2019 include the following:

completed construction of a preschool in El Berrendo;

continued to support adult education programs;

held Introduction to Mining courses for local residents;

supported a number of community events;

held a cervical cancer detection clinic in coordination with the Zacatecas health authorities;

supported San Tiburcio to reactivate the construction of a local health center and in efforts to have a doctor assigned to the community; and

assisted local communities to improve water wells.

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Work on the Camino Rojo Project will continue to focus on development related activities. Regional exploration will continue to involve geology, sampling followed by geophysics in areas where potentially favourable indicators are found. The IP anomaly in the southwest part of the property will be drilled tested, as will a coincident IP and magnetic anomaly northeast of the resource area.

SUBSEQUENT EVENT

THE CERRO QUEMA PROJECT

The following disclosure relating to the Cerro Quema Project has been derived, in part, from the independent technical report for the Cerro Quema Project titled “Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014 with an effective date of June 30, 2014 (the “Cerro Quema Report”) prepared by Eugene Puritch, P. Eng., Richard H. Sutcliffe, P.Geo., Tracy Armstrong, P.Geo., Antoine Yassa, P.Geo., David Burga, P.Geo., Kenneth Kuchling, P.Eng., and Fred Brown, P.Geo., of P&E Mining Consultants Inc., Gene Tortelli, PE, George Lightwood, PE, and David Brown, P.Geo., of Golder Associates Inc., and Mark Gorman, PE of KCA. The Cerro Quema Report is available for review under the Company’s profile on SEDAR at www.sedar.com.

PROJECT DESCRIPTION, LOCATION AND ACCESS

The Cerro Quema Project is located on the Azuero Peninsula in the Los Santos Province of south-western Panama. The Cerro Quema Project is located approximately 45 km south-southwest of the city of Chitré which 255 km by road from Panama City on the Panamanian Highway 150 km by air southwest of Panama City. The Project is located at Latitude 7° 33’ 14” N by Longitude 80° 32’ 56” W and at UTM coordinates 17N 549772 mE, 834994 mN (NAD83).

The Cerro Quema Project is accessible by road. Container loads of equipment and supplies can be shipped from the Panama Canal to the site by road. Oversized truckloads may require bypass arrangements around bridges and power lines. Chitré is the nearest town with regular air service. A helipad is available at the Project’s camp for emergency services.

The Cerro Quema Project comprises three contracts between the Republic of Panama and Minera Cerro Quema SA (“MCQ”) that grant exclusive rights for mineral extraction of class IV metallic minerals (silver and gold) over 14,893 ha dated between February 26, 1997 and March 3, 1997. The original term of the contracts was 20 years. The contracts can be extended for a first ten-year extension and then two additional extensions of five years each. The Government of Panama retains a 4% net smelter royalty.

The concession contracts held by Pershimco through its ownership of MCQ include the following provisions:

the state reserves the right to explore and extract under the granted area, by itself or by concessions to third parties, other natural resources including different minerals to those granted under the contract;

a land tax and royalty against production must be paid to the government as per Article 211 of the Mining Resources Code;

the concession holder must submit to the government a detailed work plan each year including approximate cost;

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the concession holder has the right to import equipment, parts, and supplies to be used in any mining operation free of importation taxes and custom fees, except for fuel and vehicles that are not used in the mining operation;

a warranty fund in the amount of 100,000 Panamanian balboas (“PAB”) (equivalent to US$100,000) in the form of an insurance company deposit must be put in place to guarantee the payment of repairs for damage caused by dangerous acts or restoration due to abandonment for each concession. The fund must stay in place for two years after the expiration of the contract to ensure compliance; and

a warranty fund in the amount of 15,000 PAB must be put in place to guarantee compliance with the obligations of each contract.

The original 20-year term for the concessions expired on February 26, 2017 (Contracts 19 and 20) and March 3, 2017 (Contract 21). Subsequent to the date of the Cerro Quema Report, the Company has applied for the prescribed 10-year extension to these contracts as it is entitled to under Panamanian mineral law. The Company believes it has complied with all legal requirements in relation to the concessions. On March 6, 2017, the Ministry of Commerce and Industry provided written confirmation to the Company that the extension applications were received, and that exploration work could continue while the Company waits for the renewal of the concessions. The Company has also received verbal assurances from government officials that the renewal applications are complete with no outstanding legal issues. On April 26, 2017, the Company received authorization from the Ministry of Environment to drill in two areas outside of the existing permitted drill area. On June 28, 2017, the Company received a permit to use water for drilling. A permit was received on May 8, 2018 to drill in the Sombrero zone and on May 11, 2018 two permits to use water for drilling were received. An existing permit that allows drilling in the areas of the current resources was extended for two years in May 2018.

In October 2018, the government accepted our 2018 concession tax payments, and in February 2019, we paid the 2019 concession tax payments. A new drilling permit for the Pelona area in the eastern part of the concessions was received on February 11, 2019. All drill permits are currently active. General elections were held in Panama in May 2019, which resulted in a change in federal government effective July 1, 2019. Subsequent to this, two permits allowing temporary use of water for exploration drilling were received on November 12, 2019 and an additional two temporary water permits were received on January 13, 2020. On February 3, 2020, the 2020 concession payments were made and accepted.

As of the date of this AIF, final concession renewals have not been received.

The Company owns the surface rights for land required to mine the Cerro Quema Mineral Reserves and to construct and operate a heap leach facility and part of the land required for proposed upgrades to the project access road.

Panama is a constitutional democracy and faces no current threats of hostility either domestically or externally.

HISTORY

Between 1990 and 1994, previous owners completed 4,622.5 metres of core drilling and 17,578.8 metres of RC drilling on the Cerro Quema Project as well as geological mapping and various geochemical surveys. In 1996, a further 1,749.6 metres of core drilling was performed on the La Pava deposit.

Resource estimates were completed in 1996 and 2002, and 2011, but such estimates were not prepared in compliance with NI 43-101 and are no longer considered applicable due to subsequent drilling and the current Mineral Resource estimations described below. There has been no production from the Cerro Quema Project.

GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT TYPES

Regional Geology

The Cerro Quema Project is located on the Azuero Peninsula, Panama. The Azuero Peninsula is a major topographic feature on the southwest (Pacific) coastline of Panama. The basement rocks of the Peninsula consist of massive and pillowed tholeiitic basalts that are currently interpreted to represent uplifted rocks from the western margin of the Caribbean plate. Following the onset of subduction at about 70 Ma, an arc magmatic sequence developed on the Azuero basement. The rocks of the Azuero Arc Group consist of volcanic rocks including associated tuffs and volcanoclastic rocks ranging in age from approximately 71 Ma to 40 Ma Late Cretaceous to Mid-Paleogene.

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Local Geology

The Cerro Quema district is located within the Los Santos peninsula region in the central part of the Azuero Peninsula. Volcanic rocks in this part of the Azuero Peninsula consist of andesite, dacite, and basalt. Within and beneath the volcanic sequence are marine volcanoclastic sediments (conglomerate, sandstone, and mudstone), limestone and turbidites.

The lower unit of the Rio Quema Formation consists of andesitic lava flow rocks, crystal rich sandstone, and turbidites interbedded with hemipelagic limestone. The upper unit contains rocks erupted from submarine dacite lava domes that are inferred to have created a barrier within the fore-arc basin and restricted the marine and volcanoclastic sedimentation patterns. North of the dacite domes, the units comprise massive volcanic rocks, many dikes, and only minor volcanoclastic and limestone units. The upper unit of the Rio Quema formation is intruded by arc-related quartz diorite and granodiorite dike intrusions. The major geological structure on the Azuero Peninsula is the northwest-southeast striking Azuero-Sona fault. This fault separates two different basement terranes. Rocks on the southwest side of the fault are massive basalt flows and pillow lavas with interbedded volcanoclastic sediments. Basement rocks to the northeast of the fault are island-arc volcanics with basalt, andesite and dacite with interbedded sediments. Flat-lying sediments of the Tonasi Formation in places overly the basement rocks, particularly northeast of the Azuero-Sona fault on the southeast coast of the Azuero Peninsula. The Azuero-Sona fault has a very clear trace within the topography of southwest Azuero Peninsula. The fault has probably been seismically active within the Holocene Epoch as indicated by left-laterally offset streams. The slip rate and seismic potential of this major fault, however, is unknown.

Property Geology

At Cerro Quema, the silica-pyrite alteration is characterized by a highly fractured, vuggy, locally brecciated rock composed of silica and iron-oxides at the surface. The oxidized rock extends from surface to a depth of up to 150 metres. Beneath the oxidation boundary, pyrite is abundant. With few exceptions, gold mineralization above the cut-off grade is restricted to the silica-rich alteration type within the oxidized and leached cap. On the south side of the La Pava deposit, steeply-dipping chalcopyrite veins appear to be associated with late stage fracturing. In this area, a zone of high grade supergene mineralization (0.5 to 5.0% copper) is present beneath the oxidation surface.

Pershimco defined three alteration zones related to the Cerro Quema Project deposits: (i) a silica alteration zone, occurring in the core of the deposit, that contains quartz with very minor alumino-silicate clay minerals; (ii) a silica-clay alteration zone that surrounds the silicic core and is composed of silica with up to 30% fine grained alumino-silicate clay minerals (kaolinite, dickite, pyrophillite). This zone may contain medium to low grade mineralization; (iii) and a clay alteration zone that occurs as a transition between the silica-clay alteration and fresh rock. The clay alteration may contain up to 30% illite/smectite clays that replace original feldspar. This zone is unmineralized.

Mineralization

In the Cerro Quema Project area, several gold mineralized zones are located along a 15 km long, east-west trend. These zones include the La Pava, Quemita-Quema and La Mesita deposits. The mineralized zones are reported as being hosted in a belt of hornblende-pyrite pyroclastic flows and lavas of dacitic and andesitic composition. The volcanic belt is up to 1.5 km wide and conformably bounded to the north and south by epiclastic submarine sediments. The sequence dips south at 45° to 60° north. The main rock types within the mineralized zones are saprolitic dacitic clay, silicious dacite with various degrees of acid leaching and iron-oxide cemented breccia.

The gold and copper mineralization are associated with disseminated pyrite, chalcopyrite, enargite and a stockwork of quartz, pyrite, chalcopyrite, and barite with traces of galena and sphalerite. The presence of vuggy silica, alunite, natro-alunite, and enargite in addition to the hydrothermal alteration pattern is compatible with a high-sulfidation epithermal system.

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Gold occurs as disseminated submicroscopic grains and as invisible gold within the crystalline structure of pyrite, especially in the advanced silica alteration zone. Strong supergene alteration results in the formation of an oxidation cap or gossan and released the gold contained in the pyrite. The highest grades of gold mineralization are near the surface and decrease toward the lower limit of oxidation.

The Cerro Quema deposits are characterized by the presence of widespread hydrothermal alteration that forms concentric halos around mineralization. The presence of vuggy silica, alunite, natro-alunite, and enargite in addition to the hydrothermal alteration pattern are compatible with a high sulphidation epithermal system. The alteration pattern is fault controlled, following E-W trending regional faults.

EXPLORATION

In 2010 and 2011, Pershimco’s exploration efforts focused on drilling. Lithological and structural mapping, channel sampling and geochemical sampling were also conducted in 2011. In 2012, Geotech Ltd. completed airborne geophysics including radiometric, magnetic and VTEM surveys over the entire property. These surveys identified the mineralized trend and highlighted areas of coincident low magnetic susceptibility with low potassium and low Th/K ratios associated with the La Pava and Quema/Quemita deposits. Additionally, the survey identified two previously unknown corridors to the north of the main trend which highlighted areas of coincident low magnetic susceptibility with low potassium and low Th/K ratios similar to those associated with the La Pava and Quema/Quemita mineralized trend. Following the completion of airborne geophysical studies in early 2012, Pershimco conducted ground IP surveys on various geophysical targets. The first surveys done were over the Quema-Quemita target in late 2012. Surveys were completed over La Pava and a new exploration target, Idaida in 2013. Each survey revealed the presence of large chargeable bodies at depth and show a generally inversed cone geometry. These large chargeable bodies are located over more than 11 km along the Cerro Quema Mineralized Corridor, which has been identified to extend for approximately 15 km within the concessions. A total of 144.6 line km of IP survey work was completed, 66.9 km at Quema/Quemita and Idaida, 57.1 km at La Pelona and 20.6 km at La Pava. The IP geophysics program identified resistivity and chargeability anomalies on all four target areas.

In 2014, a regional mapping and surface rock chip sampling program focused on a first-pass reconnaissance investigation over the priority targets identified by the airborne geophysical survey. A total of 12,307 line metres were mapped and a total of 1,204 surface rock chip samples were collected.

Pershimco contracted an independent petrology consultant in Australia to conduct petrographic analysis on 70 samples. Samples were selected from various drill holes at La Pava, Quema, Quemita, Idaida and Pelona areas. Samples were selected from the deeper feeder structures at La Pava, the oxide gold zone at La Pava, the supergene enriched copper-gold zones at La Pava, both the oxide and sulphide zones at the Pelona and Idaida projects, as well as the oxide and supergene zones at Quema-Quemita. The aim of the petrographic studies was to gather further information about alteration phases, mineralogy, and mineralization sequence within the various deposits in the concession area. X- ray Diffraction work was conducted was conducted to ascertain clay minerals as well as the composition of ‘sericite’-like white mica and the various sulphates.

Drilling

Between 1990 and 1994, Cyprus Minerals Company and successor companies completed 4,921.3 metres of core drilling and 9,639 metres of RC drilling on the Cerro Quema Project area. Subsequently, Campbell Resources Inc. drilled a further 1,749.6 metres of core drilling on the La Pava deposit in 1996. Since acquiring the Cerro Quema Project in 2010, to the date of the Cerro Quema Report, Pershimco drilled 16,939 metres of core drilling over 79 holes and 32,728 metres of RC drilling over 330 holes. Drilling extended a mineralized structure along the northern flank of the Quema/Quemita deposit to 750 metres. This structure trends SW-NE and is located 100-200 metres north-northeast of the Quema/Quemita open pit perimeter and southeast of the La Mesita deposit and the El Domo zone. Drilling conducted close to the perimeter of the southwestern and central north sections of the open pit design have intercepted new gold oxide and/or supergene copper mineralization. Supergene copper mineralization was encountered in the western area of the open pit design.

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Year ended December 31, 2019	Canadian dollars unless otherwise stated

Drilling in 2013 focused on Mineral Resource definition at the La Pava and Quema/Quemita deposits as well as investigating geophysical anomalies at new exploration targets Idaida and Pelona. Exploration drilling on the Idaida target has revealed both near surface and deeper mineralized feeder structures analogous to the La Pava and Quema/Quemita deposits.

Ten holes drilled on La Pava, located outside or within 10 to 15 metres of the southern and northwestern sides of the open pit design have intercepted significant new gold and copper mineralization.

Similar to the drilling at the La Pava deposit, the drilling at the Quema-Quemita deposit increased the overall Mineral Resource as well as identified mineralization outside of the current open pit design. Four drill holes located near the perimeter on the south-western and central north sections of the open pit design have intercepted gold oxide and/or supergene copper mineralization, providing new targets for future resource definition and upgrade drilling.

RC drilling was initiated to investigate geophysical anomalies in the new exploration target at Cerro Idaida. Upon completion of the RC drill holes, a diamond drill hole “tail” program was initiated to test for additional copper-gold mineralization within the high sulfidation system at depth. The diamond drill hole ‘tails’ encountered additional high- grade copper (enargite-covellite) mineralization as veinlets, disseminations and breccia matrix fill below the final depth of the RC holes and intercepted a deeper, higher temperature (pyrophyllite-rich) feeder zone containing copper and gold mineralization.

Drilling also included: two holes located on the north flank of Cerro Quema, collared to intercept a strong (+40 mV/V) IP chargeability anomaly trending north-northwest; two angle (-80) south directed holes located down slope on the north flank of La Pava about 400 metres north of the summit ridge; and two vertical holes each located to test a strong dual apex high within a large IP chargeability anomaly trending southwest to northeast.

Including drilling completed subsequent to the date of the Cerro Quema Report, a total of 98,883 metres have been drilled on the Cerro Quema Project since the first drill hole by Cyprus Minerals in 1990. The majority of the drilling has been focused on the main Mineral Resource areas of La Pava and Quema-Quemita.

	RC Drilling				Core Drilling
Year	Number		Length (metres)		Number		Length (metres)
Pre-2017		577		50,571		154		31,432
2017		0		0		91		11,880
2018		0		0		19		5,000
Total		577		50,571		264		48,312

In 2017, Orla drilled 91 diamond holes for a total of 11,880 metres. Drilling was mainly focused on the Quemita and Cabalito areas with a small number of holes drilled at Chontal and Idaida. To date in 2018, Orla has drilled approximately 5,000 metres in 19 holes in the Caballito and Sombrero areas targeting copper-gold sulphide mineralization.

Sampling, Analysis and Data Verification

The following outlines the core sampling procedures used by Orla subsequent to the acquisition of the Cerro Quema Project:

Core is delivered from the drill rig to the secure logging area in camp by Orla staff.

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After Geotech, logging the core is photographed and logged by geologists.

Samples are cut where possible at 1.5 metre intervals. In the event there is a loss of core, a change in lithological contact, mineralization or alteration contact, or a change in matrix from oxide to sulphide, the minimum sample size allowed is 0.5 metres and the maximum sample size allowed is 2.0 metres.

A rigorous QA/QC program was implemented by Orla. Two QA/QC schedules are used by Orla, for resource definition drilling QA/QC standards and blanks are placed at 1:20 interval, for exploration drilling a 1:40 interval is used. An outline of the QA/QC samples are as follows:

2% of samples are field duplicates consisting of ¼ core.

1% of samples are preparation duplicates consisting of a second pulp created from the same coarsely crushed sample.

1% of samples are assay duplicates, consisting of an analysis of a second split of the same pulp.

2% of samples are blanks, inserted into the sample stream at the discretion of project geologists, such that they are analyzed sequentially with mineralized material

2% of the samples are reference standards, 3 different standards ranging from 0.2 to 1.8 g/t Au are currently being used.

Samples are prepared in an on-site facility run independently by ALS Minerals. Sample pulps are sent to the ALS Minerals facility in Lima, Peru. All gold results are analysed by ALS Minerals (Au-AA23) using fire assay fusion and an atomic absorption spectroscopy finish. All samples are also analyzed for multi-elements, including silver and copper, using an Aqua Regia (ME-ICP41) method at ALS Laboratories in Peru. Samples with copper values in excess of 1% by ICP analysis are re-run with Cu AA46 aqua regia and atomic absorption analysis.

Hole collars are surveyed, and down-hole surveys are taken every hole.

Prior to Orla’s acquisition of the Cerro Quema Project, practices with regards to the collection of samples by Pershimco included:

(i)

Diamond drill core and RC cuttings samples were collected, each approximately one metre. In the event there was a loss of core or cuttings, a change in lithological contact, vein contact or a change in matrix from oxide to sulphide, the minimum sample size allowed was 0.5 metres and the maximum sample size allowed was 1.5 metres.

(ii)

Lithological contacts, vein contacts and sulphide content were respected with an appropriate sample interval where possible.

(iii)

A thorough QA/QC program was implemented, which included one field blank and at least one certified reference material, (also referred to as a standard), for every batch of 20 samples sent to the laboratory.

The principal lab used was Activation Laboratories (“Actlabs”). Samples were sent to Actlab’s Panama lab for preparation and the resulting pulps were sent to Actlabs in Ancaster, ON, Canada for analysis. Individual samples were entered into the Laboratory Information Management System by Actlabs personnel, dried, and finely crushed. The samples are then returned for a second time to the dryer, and immediately upon their removal from the dryer, were pulverized and riffle-split. Prepared samples were then placed into air-deprived zip lock bags and then into 5-gallon plastic containers, which were sealed and shipped by courier services to Actlabs in Ancaster, Ontario, Canada for assaying. Silver and copper sample tenors were determined using a multi-element ICP method, and gold was determined using fire assay method with atomic absorption finish. Gold values exceeding the 2.5 g/t Au were rerun using fire assay with a gravimetric finish.

The Actlabs’ Quality System is accredited to international quality standards through the International Organization for Standardization /International Electrotechnical Commission (“ISO/IEC”) 17025 (ISO/IEC 17025 includes ISO 9001 and ISO 9002 specifications) with CAN-P-1758 (Forensics), CAN-P-1579 (Mineral Analysis) and CAN-P-1585 (Environmental) for specific registered tests by the SCC. The accreditation program includes ongoing audits, which verify the QA system and all applicable registered test methods. Actlabs is also accredited by the National Environmental Laboratory Accreditation Conference program and Health Canada.

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A robust QA/QC program was implemented in 2010, and this program has been maintained throughout the 2011, 2012 and 2013 drill programs since that time. The QA/QC program included the insertion of certified reference materials, field blanks and the preparation of pulp duplicate samples. The results of the 2010-2011 drill programs were previously verified by P&E Mining Consultants Inc. and were found to have passed the strict QA/QC procedures. For the 2012 and 2013 drill programs, a total of six certified reference materials, (also referred to as standards) were used to monitor lab accuracy. Two of the standards were certified for copper-only, and four of them were certified for gold-only. There were 1,725 standards analyzed for gold and 1,155 standards analyzed for copper.

DATA VERIFICATION

According to the Cerro Quema Report, Mr. Antoine Yassa, P.Geo., a qualified person, visited the Cerro Quema Project most recently on October 2, 2013, (and previously on January 17 and 18, 2012). During the October site visit, Mr. Yassa collected 12 samples from four holes. Samples were collected from taking either a ¼ split of the half core remaining in the core box or taking a split from the RC cuttings. Samples were placed into plastic bags with a unique tag identification and were placed into a larger bag for transport. Mr. Yassa brought the samples to DHL Courier in Chitré, where they were sent to the offices of P&E in Brampton, ON. From there the samples were sent via courier to AGAT Labs in Mississauga, ON for analysis. AGAT has developed and implemented at each of its locations a quality management system designed to ensure the production of consistently reliable data. The system covers all laboratory activities and takes into consideration the requirements of ISO standards. AGAT maintains ISO registrations and accreditations. ISO registration and accreditation provide independent verification that a quality management system is in operation at the location in question. Most AGAT laboratories are registered or are pending registration to ISO 9001:2000.

MINERAL PROCESSING AND METALLURGICAL TESTING

Metallurgical testing of material from the Cerro Quema deposit was completed by the previous owners and Pershimco. The testing included: (i) bottle roll tests that evaluated amenability of the materials to cyanidation; (ii) column leach tests that evaluated the amenability of the materials to conventional heap leaching; and (iii) vat leach tests which evaluated the amenability of the materials to treatment in flooded tanks.

Conclusions from metallurgical testing are:

an estimated field gold recovery of 86% for all La Pava material and the low grade Quema/Quemita. Further, it is recommended to discount Quema/Quemita ore recovery at 3% recovery of gold per 1 g/t head grade;

oxide material from La Pava responds very well to cyanide bottle roll and column leaching yielding high gold extractions and low reagent consumptions;

at lower head grades (about 1 g/t of gold and lower), extractions are approximately the same for either La Pava or Quema/Quemita material;

at higher head grades (above 1 g/t of gold), the extractions for La Pava are greater than for Quema/Quemita; and

the data show no dependence of gold extraction on crush size for the materials and size ranges tested.

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Year ended December 31, 2019	Canadian dollars unless otherwise stated

MINERAL RESOURCES

For the Cerro Quema Report, Mineral Resource estimation work was carried out by Eugene Puritch, P.Eng., Antoine Yassa P.Geo., and Fred Brown, P.Geo., all independent Qualified Persons in terms of NI 43-101. Mineral Resource modeling and estimation were carried out using the commercially available Gemcom GEMS software program. Open-pit optimization was carried out using the Whittle Four-X Single Element software program. The effective date of the Mineral Resource estimate is June 30, 2014.

The Cerro Quema Project Mineral Resource are reported inside an optimized pit shell. The results from the optimized pit shell are used solely for the purpose of reporting Mineral Resources that have reasonable prospects for economic extraction, and the optimization is based on the economic parameters including US$1,500 per ounce gold, 86% oxide Au recovery, 90% sulphide Au recovery, US$2.20 per tonne mining costs, US$6.13 per tonne oxide processing cost, US$12.00 tonne sulphide process cost, US$1.00 per tonne G&A. A cutoff of 0.18 g/t Au was used for oxide mineralization and 0.31 g/t Au for sulphide mineralization. The pit shell was optimized based on Au block grades for oxide zones and gold-equivalent (“AuEq”) block grades for sulphide zones. The gold equivalent block grades were calculated using the formula:

Equation 1.0-1

AuEq = (Au g/t + (Copper% x 1.6)).

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Cerro Quema In-Pit Mineral Resources ^{1, 2,3, 4, 5}
La Pava
Zone	Category	Cutoff (gold g/t)	Tonnes	Gold (g/t)	Copper (%)	AuEq (g/t)	Gold (ounces)
Oxides	Measured	0.18	7,052,600	0.82	0.04	NA	184,900
	Indicated	0.18	10,896,100	0.57	0.04	NA	201,100
	Measured + Indicated	0.18	17,948,700	0.67	0.04	NA	386,000
	Inferred	0.18	331,700	0.36	0.03	NA	3,800
							AuEq (ounces)
Sulphides	Measured	0.31	802,000	0.44	0.22	0.80	20,600
	Indicated	0.31	7,664,900	0.39	0.38	1.00	246,100
	Measured + Indicated	0.31	8,466,900	0.39	0.36	0.98	266,700
	Inferred	0.31	75,000	0.28	0.2	0.61	1,500
Total							Au and AuEq (oz)
	Measured		7,854,600	0.78	0.06	0.81	205,500
	Indicated		18,561,000	0.50	0.18	0.75	447,200
	Measured + Indicated		26,415,600	0.58	0.14	0.77	652,700
	Inferred	----	406,700	0.35	0.06	0.41	5,300
Quema + Quemita + Mesita
Zone	Category	Cutoff (gold g/t)	Tonnes	Gold (g/t)	Copper (%)	AuEq (g/t)	Gold (ounces)
Oxides	Measured	0.18	0	0	0	NA	0
	Indicated	0.18	5,983,700	0.86	0.03	NA	166,400
	Measured + Indicated	0.18	5,983,700	0.86	0.03	NA	166,400
	Inferred	0.18	335,300	0.38	0.03	NA	4,100
Sulphides							AuEq (ounces)
	Measured	0.31	0	0	0	0	0
	Indicated	0.31	2,539,000	0.49	0.15	0.73	59,600
	Measured + Indicated	0.31	2,539,000	0.49	0.15	0.73	59,600
	Inferred	0.31	298,100	0.30	0.17	0.57	5,500
Total							Au and AuEq (oz)
	Measured		0	0	0	0.00	0
	Indicated		8,522,700	0.75	0.07	0.82	226,000
	Measured + Indicated		8,522,700	0.75	0.07	0.82	226,000
	Inferred		633,400	0.34	0.10	0.47	9,600

Notes:

(1)

Mineral Resources are reported inside an optimized pit shell. AuEq was calculated using Au + 1.6*copper.

(2)

Numbers may not add up due to rounding.

(3)

Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

(4)

The quantity and grade of reported Inferred Mineral Resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred Mineral Resources as an Indicated or Measured Mineral Resource and it is uncertain if further exploration will result in upgrading them to an Indicated or Measured Mineral Resource category.

(5)

The Mineral Resources were estimated using the CIM Standards on Mineral Resources and Mineral Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.

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Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

MINERAL RESERVES

The Mineral Reserve is that portion of the Mineral Resource that has been identified as mineable within a design pit. The Mineral Reserve estimate incorporates ore mining parameters such as mining recovery and waste rock dilution. The Mineral Reserves form the basis for the Pre-Feasibility Study mine production schedule and mine plans.

The Cerro Quema Project mining operation will consist of open-pit mining only with no underground mining component planned, hence, all of the Mineral Reserves are deemed to be open pit reserves. No Inferred Mineral Resources are used in the estimation of the Mineral Reserve. Only oxide resources are used in the estimation of the Mineral Reserve. The Mineral Reserves have been developed in a three-step process: (i) select an optimized open-pit shell to be used as the basis for the pit design; (ii) develop an operational pit design that incorporates benches, detailed pit slope criteria, and truck haulage ramps; and (iii) estimate the in-pit tonnage contained within the operational pit that meets or exceeds the cut-off grade criteria and apply the ore mining parameters (i.e. mining losses and dilution) to that tonnage. The final result is the Mineral Reserve.

The Proven and Probable Mineral Reserves are summarized in the table below.

Cerro Quema Mineral Reserves ^{1, 2, 3}
La Pava
		Tonnes (millions)	Gold (g/t)	Copper (%)	Gold (ounces)
	Proven	6.82	0.80	0.04	176,000
	Probable	7.40	0.67	0.04	159,000
	Proven + Probable	14.22	0.73	0.04	335,000
Quema
		Tonnes (millions)	Gold (g/t)	Copper (%)	Gold (ounces)
	Proven	—	—	—	—
	Probable	5.49	0.86	0.03	153,000
	Proven + Probable	5.49	0.86	0.03	153,000
Total
		Tonnes (millions)	Gold (g/t)	Copper (%)	Gold (ounces)
	Proven	6.82	0.80	0.04	176,000
	Probable	12.89	0.75	0.03	312,000
	Proven + Probable	19.71	0.77	0.04	488,000

Notes:

(1)

Numbers may not add up due to rounding.

(2)

A cut-off grade of 0.21 g/t of gold is used for reporting Mineral Reserves.

(3)

Mineral Reserves are estimated at a gold price of US$1,300 per ounce

MINING OPERATIONS

The mining method proposed for the Cerro Quema Project will be a conventional open-pit mine. A fleet of hydraulic excavators and trucks consisting of 50 tonne rigid frame trucks and 40 tonne articulated trucks will be used to mine the ore and waste materials. The drilling and blasting of both ore and waste rock will be required although some materials will be free-digging. The ore production rate delivered to the heap leach pad area is approximately 3.6 million tonnes per year of silica and fresh rock type ore. Clay type ore will be stockpiled and processed at the end of the mine life since this ore requires a different crushing method and agglomeration. Overall total annual mining rates will range from a high of 7.1 million tonnes of combined ore and waste to a low of 5.5 million tonnes with an average of about 6.4 million tonnes per year. This results in an average total daily mining rate of 18,000 tpd. The total mine life is 5 years in duration, not including one year of pre-production. Ore and waste from the La Pava pit will be hauled to the crusher and Chontal waste dump. At the Quema pit, a trade-off study recommended the use of a conveyor system to transport both ore and waste down the hillside. Waste would be tripped off the conveyor in the Chontal valley and ore would be sent to the primary crushing area.

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Annual Information Form
Year ended December 31, 2019	Canadian dollars unless otherwise stated

PROCESSING AND RECOVERY OPERATIONS

The Cerro Quema Project will be a 10,000 tpd heap leach facility. Processing at Cerro Quema will be by conventional heap leaching of crushed ore stacked on a single use pad. Gold will be leached from the mineralized material with dilute cyanide solution. Gold will be recovered from solution in a carbon adsorption-desorption-recovery plant to produce doré bars. An apron feeder will deliver the run of mine at a rate of 556 dry tonnes per hour to a vibrating grizzly with 130 mm openings. Grizzly oversize will be crushed by a primary jaw crusher. A secondary screen belt feeder will feed primary crushed rock to a secondary screen. The secondary screen will scalp material at 70 mm. Oversize will be crushed in the secondary cone crusher. Cone crusher product and screen undersize will discharge to the crushed ore stockpile stacker which feeds secondary crushed material to the crushed ore stockpile. The stockpile will be constructed over a subterranean tunnel containing two reclaim belt feeders and the Reclaim Tunnel Conveyor.

Pebble lime will be added to the reclaim tunnel conveyor at a nominal rate of 1.6 kg/t material. The crushed material and lime will then be conveyed to the heap for stacking. The ore will be leached using a dilute solution of sodium cyanide applied which will percolate through the material, dissolving gold, and drain by gravity to a pond.

Pregnant solution will flow by gravity through the set of five carbon adsorption columns, exiting the last adsorption column as barren solution. The adsorption columns will operate in this fashion until the carbon contained in the lead column achieves the desired precious metal loading and then it will be stripped. Stripping of the gold from the loaded carbon will be accomplished by circulating a heated, dilute caustic and cyanide solution upwards through the carbon bed. The heated solution exits the elution vessel as pregnant eluent. The pregnant eluent flows to the recovery circuit where stripped gold is plated from the pregnant eluent onto mild steel wool cathodes. The mild steel wool cathodes will be removed periodically and treated in the retort furnace which removes all of the water and most of the mercury from the cathodes. The retorted cathodes will then be mixed with fluxes, melted, and poured into doré bars. The doré will then be shipped to an offsite refiner for further processing and sale as fine gold.

INFRASTRUCTURE, PERMITTING AND COMPLIANCE ACTIVITIES

An existing site access road intersects with Via Tonosi approximately 32 km south of Macaracas. The access road runs north approximately 7 km to the location of the platform constructed between Quema and La Pava by Pershimco. Improvements to the existing road will be required and include widening to approximately 9 metres to allow two over-the-road trucks to pass, re-contouring to eliminate grades in excess of 7%, and grading to a ditch on one side for drainage.

Raw water is required for dust control, fire water, and process water make-up. Raw water will be supplied by a well located approximately 1.1 km north, north east of the existing platform at an elevation of 190 metres above sea level. Raw water will be stored in a tank located south-southeast of the existing platform near the access road to La Pava at an elevation of 480 metres above sea level.

The majority of the diesel fuel used at Cerro Quema Project will be offloaded and stored in a cylindrical horizontal steel tank located on the western end of the existing platform at 423 metres above sea level. The tank will supply fuel for the mine fleet and light vehicles.

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During construction, a temporary first aid clinic will be located on the existing platform. A treatment room will be located on the first floor of the Warehouse and Workshop building located near the ADR and process ponds. An emergency vehicle is already available at the existing base camp to transport injured or sick people to the nearest hospital.

Electrical power will be supplied from the grid by Distribuidora Electrica de Metro-Oeste (Edemet) at the Substation in Las Tablas, a community about 31 km southeast of Chitré along the Carretera Nacional. Power will be delivered to site using a 34.5 kV power line constructed from Las Tablas to Cerro Quema Project. The mine truck shop and warehouse will be housed in an 895 square metre single-story steel building constructed near the center of the existing platform area. The laboratory will be a 441 square metre single-story steel building constructed adjacent to the mine warehouse and workshop building near the center of the existing platform area. An explosives magazine will be located approximately 700 metres south of the existing pad along the access road. A 760 square metre, single-story concrete block administration building will be constructed near the southern corner of the event pond at the 220 masl elevation level. The building will provide space for employee lockers, treatment room office space, a meeting room and utilities for site managers and their staff. The Refinery will be a 339 square metre block building, adjacent to the adsorption, desorption, and recovery area, housing the electrowinning and smelting equipment and also including an office that will allow security to monitor the electrowinning and smelting processes.

ENVIRONMENTAL PERMITS

An ESIA and permits are in place for a previously proposed continuous vat leach operation. However, as the Cerro Quema Project will utilize heap leach processing methods, the Company initiated an update of the ESIA and associated permits based on the new Cerro Quema Project design to meet Panamanian, more specifically the National Authority of the Environment (Autoridad Nacional del Ambiente, known by its acronym ANAM), requirements. Additional studies that were competed to support the ESIA and permits include:

surface water and groundwater flow and quality conditions during dry and wet seasons;

sediment quality samples at selected surface water locations;

aquatic sampling to characterization seasonal and spatial variation; and

archaeological survey in potentially disturbed areas.

To develop a mine at Cerro Quema, a Category 3 ESIA is required from the Ministry of Environment. An application for this permit was submitted in 2016 (subsequent to the date of the Cerro Quema Report). The Ministry has completed the technical evaluation of the ESIA, and the Company believes the Ministry is in the process of preparing the formal resolution to approve it. Timing of approval is presently not known. When drilling commenced in January 2017, it was in an area covered by previously issued permits. Since then, the Ministry of Environment has issued Orla a two year extension to this permit for the purposes of drilling. Additionally, permits to drill have been granted for all new areas applied for. The Company is actively engaged with government officials at various levels in regard to the ESIA and concession renewals.

ENVIRONMENTAL MINING FACTORS

The acid-base accounting (“ABA”) test results indicate that samples of potential waste rock from the La Pava zone are expected to contain low to very low sulphide by weight percent, however, there is essentially no buffering capacity. The classification of ABA results indicates that most waste rock samples have low potential for acid generation; however, a smaller portion of the waste rock from La Pava is potentially acid generating. The synthetic precipitation leach test results indicate that there is the potential for metal leaching. Geochemical characterization, including kinetic testing, of additional drill core is being completed to confirm the acid generation and metal leaching potential of the waste rock, in particular material associated with the Quemita-Quema ore bodies. The ABA test results suggest that the oxide fraction of the La Pava and Quemita-Quema heap leached ore have some potential for acid generation and all samples of the sulphide fraction of the La Pava heap leached ore are potentially acid generating. Results of the leachate testing indicate that the La Pava leached oxide ore tailings have a low potential for metal leaching. The development of the open pit will be halted within the oxidation zone such that the underling sulphide bearing, and potentially acid generating rock, will not be exposed.

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Year ended December 31, 2019	Canadian dollars unless otherwise stated

SOCIAL IMPACT

In 2013, Pershimco completed a study to describe the socio-economic environment of the communities located within a 12.5 km radius of the Cerro Quema Project and the main urban centres, as well as to identify the local perceptions in regard to Panama’s current state of affairs, the environment, the Cerro Quema Project, and the mining industry in general. Data on demographics, housing and utilities, economics, and health and community well-being were obtained through surveys and secondary sources. The scope of the socio-economic study for the Cerro Quema Project area were expanded during completion of the environmental and social impact assessment. The Company has a Community Relations Department and an active social engagement effort.

CAPITAL AND OPERATING COSTS

The required pre-production capital expenditures for the Cerro Quema Project, as summarized below, are considered to have an accuracy of +/-25%. The scope of these costs includes all mining equipment, process facilities, and infrastructure for the Cerro Quema Project. Most costs have been collected in the last quarter of 2013 and the first quarter of 2014 and are considered to be valid for first quarter 2014 US dollars.

The planned Cerro Quema Project capital costs are summarized as follows:

Mine
Direct Costs	US$	10,926,000
Other Costs	US$	6,240,000
Total Pre-Production Mine	US$	17,166,000

Process
Direct Costs	US$	78,010,000
Indirect Costs	US$	6,608,000
Initial Fills, EPCM and Owners Costs	US$	15,309,0000
Total Pre-Production Capital Cost	US$	99,927,000

Total Cerro Quema	US$	117,093,000

The planned Cerro Quema Project sustaining capital and reclamation costs are summarized as follows:

Area
Leach	US$	9,906,000
Mine	US$	3,527,000
Closure	US$	10,381,000
Total	US$	23,814,000

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The planned Cerro Quema Project average operating costs are summarized as follows:

Description
Mining (owners’ fleet)	US$	3.30
Processing (average)	US$	4.40
G&A	US$	0.93
Total Operating Cost/Tonne Ore	US$	8.63
Cash Operating Cost (per ounce of gold)	US$	402

Based on the estimated production parameters, revenue, capital costs, operating costs, taxes and royalties, a cash flow model was prepared by KCA for the economic analysis of the Cerro Quema Project.

The period of analysis of 16 years includes two years of pre-production and investment, six years of production, three years for closure and reclamation and five additional years of monitoring. Other assumptions relied upon in the cash flow model include:

gold price of US$1,275 per ounce; processing rate of 10,000 tonnes per day ore; average gold grade of 0.77 g/t; total average opex of US$8.63 per tonne; total preproduction capex of US$117.1 million; net smelter royalties of 4% (Government); Income Tax Rate of 25%; ITBMS tax of 7%; local and land use taxes of approximately US$81,000 per year; gold recoveries of: 86% for all La Pava material above the cut off head grade and the low grade Quema/Quemita

For Quema/Quemita, the following formula should be used to estimate gold recovery at varying head grades greater than 1 g/t Au:

% Au = (86% - ((g Au/t -1) x 3%))

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ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

The Cerro Quema Project economics, based on these criteria from the cash flow model, are summarized as follows:

Life of Mine Summary – Financial Analysis

Internal Rate of Return (IRR), After-Tax	33.7%

NPV @ 0% (After-Tax)	US$152,415,000
NPV @ 5% (After-Tax)	US$110,052,200
NPV @ 10% (After-Tax)	US$77,997,400

Gold Price Assumption (US$/Ounce)	US$1,275
Pay Back Period (Years based on After-tax)	2.2

Initial Capital Costs
Pre-Production Initial Capital	US$115,929,368
Working Capital	US$1,163,664
Total Initial Capital	US$117,093,032

Future Capital (life of mine)	US$23,480,397

Operating Costs (Average Life of Mine)
Mining (Contract and Owner)	US$3.30
Processing	US$4.40
G&A	US$0.93
Total Operating Cost/Tonne Ore	US$8.63
Cash Operating Costs (per ounce of gold)	US$402

Production Data
Life of Mine	5.3
Mine Throughput (Ore)	10,000
Metallurgical Recovery Au (Avg)	85.8%
Average Annual Gold Production	78,800
Average LOM Strip Ratio (waste: ore)	0.72

EXPLORATION UPDATE SUBSEQUENT TO DATE OF CERRO QUEMA REPORT

2017 Exploration

Exploration at Cerro Quema in 2017 targeted zones of high-sulphidation style alteration that could potentially host additional oxide gold resources. Exploration also tested for sulphide copper-gold mineralization below the level where the rocks are oxidized. There have not been any exploration results subsequent to the Mineral Resource estimate that would materially impact the Mineral Resource estimate used for the pre-feasibility study contained in the Cerro Quema Report.

Page 60

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

A total of 72.7 line km of IP-resistivity and 70.3 line km of magnetic survey were completed by SJ Geophysics of Vancouver, Canada in March through June 2017. Geophysics was completed over five separate exploration targets. In addition, two reconnaissance lines were completed in an area with intrusive-hosted mineralization potential. Resistivity anomalies outlined by the survey were interpreted to be due to silica associated with high sulphidation alteration. Anomalies drilled to date have confirmed this interpretation and drilling to test them continues. One of the reconnaissance lines over the area with potential intrusive hosted mineralization had a strong chargeability anomaly indicating the presence of sulphides. Follow-up work on this anomaly is planned.

In early 2017, the Company commenced a drill program to test areas on the property that have potential to host additional Mineral Resources. A contract for diamond drilling was awarded to Energold de Panama S.A., who mobilized 3 man-portable rigs to the site. A total of 11,880 metres in 91 holes were completed in 2017. All results have been provided by the Company in press releases between April 27, 2017 and January 8, 2018.

Holes were drilled in the general area of the Quemita Zone (one of two zones that contain the 488,000 ounce Cerro Quema oxide gold Mineral Reserve); areas north of the Quemita zone; the area between the two resource areas (Chontal); and the Idaida and Caballito area to the south of Quemita. Drill targets included resistivity anomalies and areas of alteration that may host undiscovered gold mineralization in oxidized material. Along with testing for new discoveries, the drilling tested potential extensions to the resource zones outlined in the Cerro Quema Report, and possible upgrades to the resources within the pre-feasibility study proposed pits.

A new zone at Cabalito comprised of low-arsenic copper-gold mineralization and located 2 km south of Quemita was discovered in 2017.

Six holes were drilled in 2017 to obtain material for additional metallurgical testing. (3 at Quemita and 3 at La Pava). Material has been sent to KCA in Reno for column tests at a larger particle size than previous tests conducted on material from the property.

2018 Exploration

Drilling continued at Cerro Quema in 2018 with one rig currently in operation. A total of 7,536 metres were drilled in 2018 in 27 holes.

This work focused on the Caballito copper-gold discovery, and the Sombrero zone which is adjacent to the north of Caballito.

The Caballito zone is defined by a 650 to 800-metre-long northwest-southeast trending chargeability anomaly outlined by a 2017 IP survey. It is 350 to 400 metres wide. Highest grade mineralization occurs on the southwest side of the zone and is associated with very low resistivity within the overall chargeability due to very high sulphide content. Widths in excess of 100 metres grading better than 1% copper and associated 0.2 to 0.4 g/t gold have been reported.

In 2018, the Company re-examined core from sulphide intercepts below the Quemita oxide gold mineral reserve located 1.2 km to the northwest of Caballito and found indications of Caballito style copper-gold mineralization with low arsenic. Therefore, Orla extended the IP grid northward from the area surveyed in 2017 through this area and completed 25 line-km of new surveying in 2018. Results from the new IP indicated areas with potential for similar mineralization as found at Caballito. Six holes drilled north of Caballito in Sombrero intersected variable zones of alteration, but no high-grade mineralization. Further drilling is planned.

The Company completed column testing on material at larger sizes than previously tested. Gold recoveries on material crushed to 150 millimetres were 96% for the La Pava deposit, which contains approximately two thirds of the current mineral reserves, and 91% for the Quemita deposit. Operational recovery estimates are typically de-rated from column test data, but these results compare very favorably to an average operational recovery of 86% in the 2014 Pre-Feasibility Study at a crush size of -70 millimetres. Orla will incorporate the results into an updated process plan and operational recovery estimates that will consider one-stage crushing or run of mine instead of the two-stage crushing modelled in the 2014 PFS.

Page 61

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Cerro Quema

2018 Drill Summary

Dec 31, 2018

Hole	Area	East	North	Az	Dip	Depth	Intercepts
							From	to	Width	Au g/t	Cu %
CQMET-17-154	La Pava	549682	835017	180	-70	147.0	Met Hole (was drilled 40.5 to 147.0 in 2018)
CQDH-18-156	Caballito	554266	834599	90	-60	240.0	46.2	193.8	147.6	0.21	0.33
CQDH-18-157	Caballito	554352	834630	90	-60	247.5	9.0	39.0	30.0	0.73	ox
							39.0	52.5	13.5	0.59	sx
							75.0	199.5	124.5	0.47	1.54
				including			94.5	127.5	33.0	0.49	2.78
CQDH-18-158	Caballito	554157	834600	90	-60	351.0	No significant intercepts
CQDH-18-159	Caballito	554320	834475	70	-50	327.0	No significant intercepts
CQDH-18-160	Caballito	554472	834626	90	-60	300.0	39.6	125.4	85.8	0.39	1.44
CQDH-18-161	Caballito	554432	834715	90	-60	229.5	No significant intercepts
CQDH-18-162	Idaida	554389	834902	90	-60	300.0	No significant intercepts
CQDH-18-163	Caballito	554280	834703	90	-60	300.0	4.5	18.0	13.5	0.45	ox
				90	-60	300.0	42.5	190.2	147.7	0.28	1.25
				including			145.0	187.0	42.0	0.36	3.12
CQDH-18-164	Idaida	554192	834931	90	-60	232.5	0.0	33.0	33.0	0.81	ox
							52.5	96.3	43.8	0.36	ox
							96.3	122.0	25.7	0.52	1.96
							129.5	144.0	14.5	0.35	0.72
CQDH-18-165	Caballito	554642	834604	90	-60	231.0	36.0	45.0	9.0	0.92	0.19
CQDH-18-165	Caballito	554642	834604	90	-60	231.0	56.7	78.8	22.1	0.27	0.52
CQDH-18-166	Caballito	554650	834850	250	-65	285.0	56.8	71.0	14.2	0.31	0.32
				250	-65	285.0	80.8	146.0	65.2	0.30	0.83
				including			81.3	93.0	11.7	0.28	2.38
CQDH-18-167	Idaida	554155	835144	90	-50	295.5	134.5	236.2	101.7	0.10	0.27
				including			223.5	234.0	10.5	0.16	0.76
CQDH-18-168	Idaida	554151	835146	225	-50	250.5	No significant intercepts
CQDH-18-169	Idaida	554153	835145	60	-50	300.0	128.0	262.0	134.0	0.14	0.62
CQDH-18-170	Idaida	554498	834911	90	-45	232.5	25.5	54.0	28.5	0.30	0.30
CQDH-18-171	Idaida	554498	834911	90	-70	201.0	79.9	84.5	4.6	0.12	0.94
CQDH-18-171	Idaida	554498	834911	90	-70	201.0	130.5	135.0	4.5	0.13	1.07
CQDH-18-172	Sombrero	553620	835714	90	-65	243.0	No significant intercepts

Page 62

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Hole	Area	East	North	Az	Dip	Depth	Intercepts
							From	to	Width	Au g/t	Cu %
CQDH-18-173	Sombrero	554051	835691	325	-60	235.5	No significant intercepts
CQDH-18-174	Sombrero	553989	835621	270	-60	120.0	No significant intercepts
CQDH-18-175	Sombrero	553940	835494	270	-80	360.0	22.0	35.4	13.4	2.11	0.07
CQDH-18-176	Sombrero	553934	835502	90	-65	177.0	24.0	43.5	19.5	0.59	0.06
CQDH-18-177	Sombrero	554223	834801	90	-60	274.5	0.0	14.6	14.6	0.25
CQDH-18-177	Sombrero	554223	834801	90	-60	274.5	136.6	196.6	60.0	0.09	0.10
CQDH-18-178	Caballito	554283	834706	270	-75	210.0	67.0	119.5	52.5	0.30	0.84
CQDH-18-178	Caballito	554283	834706	including			68.0	90.3	22.3	0.34	1.48
CQDH-18-179	Idaida	554140	835047	90	-65	454.5	0.0	6.1	6.1	0.30
				90	-65	454.5	68.7	129.8	61.1	0.55	1.34
				including			103.5	128.3	24.8	0.89	2.91
CQDH-18-180	Idaida	554385	834900	270	-55	289.5	No significant intercepts
CQDH-18-181	Idaida	554370	835164	270	-70	414.0	104.1	114.5	10.4	0.13	0.92
				270	-70	414.0	140.5	297.0	156.5	0.15	0.69
				including			140.5	151.5	11.0	0.23	1.99
				including			162.0	207.7	45.7	0.24	1.30
				including			245.9	255.3	9.4	0.20	1.13
CQDH-18-182	Idaida	554174	835299	90	-65	328.5	No significant intercepts
Total 2018 drilling (metres)						7,536.0

Notes:

(1)

All gold and copper values are uncut except for hole CQDH-18-160 where a 7.0% and a 36.0% assay were cut to 3.4% (third highest assay).

(2)

Widths are shown as intercepted widths.

(3)

Drill results were reviewed and approved by Hans Smit, P.Geo., Chief Operating Officer at Orla.

(4)

Data as of December 31, 2018.

(5)

ox = oxide.

OUTLOOK/FUTURE PLANS

The Company has an ongoing environmental management plan that includes installing and maintaining sediment dams, reforestation of previously disturbed areas and active sediment control activities. Baseline surface water quality sampling and groundwater level measurements are also ongoing.

The Company has an active community relations program that includes providing hot lunches to 5 to 15-year-old children studying in the 12 schools located within a 15 km radius of the Project. We also provide support for various local amateur sports teams, a youth orchestra, local fairs, and cultural events.

There were no notable exploration activities at Cerro Quema in 2019. In January 2019, the total workforce at Cerro Quema was reduced from 77 to 36 employees in an effort to reduce the day-to-day expenditures at the project.

In 2020, the Company plans to update the Cerro Quema pre-feasibility study on the oxide heap leach gold project initially completed in 2014. This will include updated mineral reserve and mineral resource estimates. In addition to the work on oxide mineralization, the Company will continue to advance exploration of the Caballito copper-gold sulphide discovery. This style of mineralization, identified in 2018, presents potential value to the project in addition to the current heap-leach oxide gold project. In addition to the 1.2 km long trend north of Caballito through to Quemita, the Pelona area in the eastern part of the project provides extensive target areas for additional Caballito-style mineralization.

Page 63

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

RISK FACTORS

In addition to the usual risks associated with an investment in a mineral exploration and development company, the Company believes that, in particular, the risk factors set out below should be considered. It should be noted that this list is not exhaustive and that other risk factors may apply. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Directors of the Company are currently unaware or which they consider not to be material in relation to the Company’s business, actually occur, the Company’s assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects could be materially adversely affected. In such circumstances, the price of the Company’s securities could decline, and investors may lose all or part of their investment. An investment in the Company may not be suitable for all investors.

FINANCING RISKS

The Company has limited financial resources, no history of mineral production, operations or source of operating cash flow and continues to experience losses from operations, a trend the Company expects to continue. The exploration and development of the Company’s properties, including continuing exploration, will require additional financing. Historically, the Company has been financed through the issuance of Common Shares and other equity securities. Although Orla has been successful in the past in obtaining financing, the Company has limited financial resources. The Company has no assurance that additional funding will be available to it in the future to fulfill the Company’s existing obligations or further exploration and development and, if obtained, on terms favourable to the Company. The ability of the Company to arrange additional financing in the future will depend, in part, on prevailing capital market conditions as well as the business performance of the Company.

The most likely source of future financing presently available to the Company is through the sale of additional Common Shares, which would mean that each existing shareholder would own a smaller percentage of the Common Shares then outstanding. Alternatively, the Company may rely on debt financing and assume debt obligations that require it to make interest and capital payments. Also, the Company may issue or grant warrants or options in the future pursuant to which additional Common Shares may be issued. Exercise of such warrants or options will result in dilution of equity ownership to the Company’s existing shareholders.

Failure to obtain required financing could result in delay or indefinite postponement of its anticipated activities in the coming years and could cause the Company to forfeit its interests in some or all of the Company’s properties or to reduce or terminate the Company’s operations. Failure to obtain required financing would have a material adverse effect on the Company’s business, financial condition, and results of operations.

UNCERTAINTY IN THE ESTIMATION OF MINERAL RESERVES AND MINERAL RESOURCES

The figures for Mineral Reserves and Mineral Resources contained in this AIF are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Mineral Reserves or Mineral Resources will be mined or processed profitably. The Company cannot give any assurance that such estimates will be achieved. Failure to achieve such estimates could have an adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition.

Until a deposit is actually mined and processed, the quantity of metal and grades must be considered as estimates only. Actual Mineral Reserves or Mineral Resources may not conform to geological, metallurgical, or other expectations, and the volume and grade of ore recovered may differ from estimated levels. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. It is inherently impossible to have full knowledge of particular geologic structures, faults, voids, intrusions, natural variations in and within rock types and other occurrences. Failure to identify such occurrences in the Company’s assessment of Mineral Reserves and Mineral Resources may have a material adverse effect on the Company’s future cash flows, results of operations and financial condition.

Page 64

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Short-term operating factors relating to the Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Fluctuations in gold and base or other precious metals prices, results of drilling, metallurgical testing and production and the evaluation of studies, reports and plans subsequent to the date of any estimate may result in a revision of estimates from time to time or may render the estimates uneconomic to exploit. Mineral Resource and Mineral Reserve data is not indicative of future results of operations. Estimated Mineral Resources or Mineral Reserves for the Company’s properties are evaluated from time to time and may require adjustments or downward revisions based upon further exploration or development work, geological interpretation, drilling results, metal prices or actual production experience. Any material reductions in estimates could have a material adverse effect on the Company’s results of operations and financial condition.

The category of Inferred Mineral Resource is often the least reliable Mineral Resource category and is subject to the most variability. Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that Inferred Mineral Resources will be upgraded to Proven Mineral Reserves and Probable Mineral Reserves as a result of continued exploration. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

ENVIRONMENTAL AND OTHER REGULATORY REQUIREMENTS

The activities of the Company are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving to stricter standards, and enforcement, fines and penalties for noncompliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers, and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. Environmental hazards may exist on the properties in which the Company holds its interests or on properties that will be acquired which are unknown to the Company at present and which have been caused by previous or existing owners or operators of those properties.

The Company’s current or future activities, including exploration and development activities and operations of the Company require licenses, permits or other approvals from various governmental authorities and activities are and will be governed by laws and regulations governing exploration, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety, mine permitting and other matters. Companies engaged in exploration and development activities generally experience increased costs and delays as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that all permits that the Company may require for exploration and development will be obtainable on reasonable terms or on a timely basis, or that such laws and regulations would not have an adverse effect on any project that the Company may undertake. The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities and that it does not currently have any material environmental obligations. However, there may be unforeseen environmental liabilities resulting from exploration, development and/or mining activities and these may be costly to remedy.

The Company does not maintain insurance against all environmental risks. As a result, any claims against the Company may result in liabilities that could have a significant adverse effect on the operations and financial condition of the Company.

Page 65

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in exploration and development operations may be required to compensate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in expenditures and costs or require abandonment or delays in developing new mining properties.

The Company cannot give any assurances that breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially or adversely affect its financial condition. There is no assurance that future changes to environmental regulation, if any, will not adversely affect the Company.

FOREIGN COUNTRY AND POLITICAL RISK

The Company’s principal mineral properties are located in Mexico and Panama. The Company is subject to certain risks as a result of conducting foreign operations, including, but not limited to: currency fluctuations; possible political or economic instability that may result in the impairment or loss of mineral titles or other mineral rights; opposition from environmental or other non-governmental organizations; government regulations relating to the mining industry; renegotiation, cancellation or forced modification of existing contracts; expropriation or nationalization of property; changes in laws or policies or increasing legal and regulatory requirements including those relating to taxation, royalties, imports, exports, duties, currency, or other claims by government entities, including retroactive claims and/or changes in the administration of laws, policies and practices; uncertain political and economic environments; war, terrorism, narco-terrorist actions or activities, sabotage and civil disturbances; delays in obtaining or the inability to obtain or maintain necessary governmental or similar permits or to operate in accordance with such permits or regulatory requirements; currency fluctuations; import and export regulations, including restrictions on the export of gold or other minerals; limitations on the repatriation of earnings; and increased financing costs. Any changes in regulations or shifts in political attitudes are beyond the control of the Company and may adversely affect its business.

The introduction of new tax laws, regulations or rules, or changes to, or differing interpretation of, or application of, existing tax laws, regulations, or rules in any of the countries in which the Company currently conducts business or in the future may conduct business, could result in an increase in taxes, or other governmental charges, duties, or impositions. No assurance can be given that new tax laws, rules or regulations will not be enacted or that existing tax laws will not be changed, interpreted, or applied in a manner that could result in the Company being subject to additional taxation or that could otherwise have a material adverse effect on us.

One of the Company’s principal mineral properties is located in Panama. Panama remains a developing country. If the economy of Panama fails to continue growth or suffers a recession, it may have an adverse effect on the Company’s operations in that country. The Company does not carry political risk insurance.

Although the Company believes that its exploration activities are currently carried out in accordance with all applicable rules and regulations, new rules and regulations may be enacted, and existing rules and regulations may be applied in a manner that could limit or curtail production or development of the Company’s properties. Amendments to current laws and regulations governing the operations and activities of the Company or more stringent implementation thereof could have a material adverse effect on the Company’s business, financial condition, and results of operations.

CONCESSIONS RISKS

The original 20-year term for the concessions at the Cerro Quema Project expired on February 26, 2017 (Contracts 19 and 20) and March 3, 2017 (Contract 21). The Company has applied for the prescribed 10-year extension to these contracts as it is entitled to under Panamanian mineral law. The Company believes it has complied with all legal requirements in relation to the concessions. On March 6, 2017, the Ministry of Commerce and Industry provided written confirmation to the Company that the extension applications were received, and that exploration work could continue while the Company waits for the renewal of the concessions. The Company has also received verbal assurances from government officials that the renewal applications are complete with no outstanding legal issues. On April 26, 2017, the Company received authorization from the Ministry of Environment to drill in two areas outside of the existing permitted drill area. On June 28, 2017, the Company received a permit to use water for drilling. A permit was received on May 8, 2018 to drill in the Sombrero zone and on May 11, 2018 two permits to use water for drilling were received. An existing permit that allows drilling in the areas of the current resources was extended for two years in May 2018. On February 11, 2019 a new drilling permit for the Pelona area in the eastern part of the concessions was received. Furthermore, the Panamanian Ministry of Commerce and Industry accepted the most recent annual report for the concessions which includes a work plan for 2019. The 2019 concessions tax payment was accepted in February 2019. All drill permits are currently active. General elections were held in Panama in May 2019, which resulted in a change in federal government effective July 1, 2019. Subsequent to this, two permits allowing temporary use of water for exploration drilling were received on November 12, 2019 and an additional two temporary water permits were received on January 13, 2020. On February 3, 2020, the annual concession payments were made and accepted.

Page 66

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

As of the date of this AIF, final concession renewals have not been received. There is no assurance that the Company will receive the extensions or receive them within a reasonable time period. Failure to receive the extensions would have a material adverse effect on the Company’s business, financial condition, and results of operations.

ESIA PERMIT

To develop a mine at Cerro Quema, a Category 3 ESIA is required from the Ministry of Environment. An application for this permit was submitted in 2016. The Company is actively engaged with government officials at various levels in regard to the ESIA and concession renewals. It is reviewing all options including ceasing site activities until such time as approval of the renewals and the permits is finalized. There is no assurance that the Company will receive the various approvals, including the modification to the ESIA, or receive them within a reasonable time period. Failure to receive the ESIA would have a material adverse effect on the Company’s business, financial condition, and results of operations.

PERMITTING RISKS

The Company’s operations in each of the jurisdictions in which it operates are subject to receiving and maintaining permits (including environmental permits) from appropriate governmental authorities. Furthermore, prior to any development on any of its properties, the Company must receive permits from appropriate governmental authorities. The Company can provide no assurance that necessary permits will be obtained, that previously issued permits will not be suspended for a variety of reasons, including through government or court action, or that delays will not occur in connection with obtaining all necessary permits, renewals of permits for existing operations, or additional permits for any possible future changes to operations, or additional permits associated with new legislation. The Company can provide no assurance that it will continue to hold or obtain, if required to, all permits necessary to develop or continue operating at any particular site, which would materially adversely affect its operations.

EXPLORATION AND DEVELOPMENT RISKS

The business of exploring for minerals and mining involves a high degree of risk. The operations of the Company may be disrupted by a variety of risks and hazards normally encountered in the exploration, development and production of precious metals, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life and damage to tailings dams, property, and environmental damage, all of which may result in possible legal liability. The occurrence of any of these events could result in a prolonged interruption of the Company’s activities that would have a material adverse effect on its business, financial condition, results of operations and prospects. Further, the Company may be subject to liability or sustain losses in relation to certain risks and hazards against which it cannot insure or for which it may elect not to insure. The occurrence of operational risks and/or a shortfall or lack of insurance coverage could have a material adverse impact on the Company’s results of operations and financial condition.

Page 67

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Even when mineralization is discovered, it may take several years until production is possible, during which time the economic feasibility of production may change. Major expenses may be required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by Orla will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices that are highly cyclical, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital. There is no certainty that the expenditures made towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore. Development projects have no operating history upon which to base estimates of future capital and operating costs. For development projects, Mineral Resource estimates and estimates of operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility studies, which derive estimates of capital and operating costs based upon anticipated tonnage and grades of ore to be mined and processed, ground conditions, the configuration of the ore body, expected recovery rates of minerals from ore, estimated operating costs, and other factors. As a result, actual production, cash operating costs and economic returns could differ significantly from those estimated. It is not unusual for new mining operations to experience problems during the start-up phase, and delays in the commencement of production can often occur.

THE CAMINO ROJO PROJECT MINERAL RESOURCE ESTIMATE ASSUMES THAT THE COMPANY CAN ACCESS MINERAL TITLES AND LANDS THAT ARE NOT CONTROLLED BY THE COMPANY

All of the mineralization comprised in the Company’s Mineral Resource estimate with respect to the Camino Rojo Project is contained on mineral titles controlled by the Company. However, the Mineral Resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto lands where mineral title is held by the Adjacent Owner and that waste would be mined on the Adjacent Owner’s mineral titles. Any potential development of the Camino Rojo Project that includes an open pit encompassing the entire Mineral Resource estimate would be dependent on obtaining an agreement with the Adjacent Owner. It is estimated that approximately two-thirds of the Mineral Resource estimate is dependent on an agreement being obtained with the Adjacent Owner.

Delays in, or failure to obtain, an agreement with the Adjacent Owner to conduct mining operations on its mineral titles would affect the development of a significant portion of the Mineral Resources of the Camino Rojo Project that are not included in the Camino Rojo Report, in particular by limiting access to significant mineralized material at depth. The Company intends to seek an agreement with the Adjacent Owner in order to maximize the potential to develop a mine that exploits the full Mineral Resource. There can be no assurance that the Company will be able to negotiate such agreement on terms that are satisfactory to the Company or that there will not be delays in obtaining the necessary agreement. Should an agreement with the Adjacent Owner not be obtained on favourable terms, the economics of any potential mine development using the full Mineral Resource estimate would be significantly negatively impacted.

The Camino Rojo Report is based on only a portion of the total Mineral Resource estimate and was prepared on the assumption that no mining activities would occur on the Adjacent Owner’s mineral titles. Accordingly, delays in, or failure to obtain, an agreement with the Adjacent Owner to conduct mining operations on its mineral titles would have no impact on the timetable or cost of development of the proposed mine plan in the Camino Rojo Report.

Page 68

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

MINERAL RESOURCE ESTIMATIONS FOR THE CAMINO ROJO PROJECT ARE ONLY ESTIMATES AND RELY ON CERTAIN ASSUMPTIONS

In particular, the estimation of Mineral Resources for the Camino Rojo Project has assumed that there is a reasonable prospect for reaching an agreement with the Adjacent Owner. While the Company believes that the Mineral Resource estimates for the Camino Rojo Project are well established and reflect best estimates, by their nature resource estimates are imprecise and depend on inferences that may ultimately prove to be inaccurate, including the assumption that an agreement with the Adjacent Owner will be reached.

Although all mineralization included in the Company’s Mineral Resource estimate for the Camino Rojo Project are located on mineral concessions controlled by the Company, failure to reach an agreement with the Adjacent Owner would result in a significant reduction of the Mineral Resource estimate by limiting access to significant mineralized material at depth. Any material changes in Mineral Resource estimates may have a material adverse effect on the Company.

SURFACE RIGHTS

There are three ejido communities in the vicinity of the main area of drilling at the Camino Rojo Project and other ejido lands cover most of the rest of the property. The lands that would be required by the Company for a potential open pit mine and heap leach facility are subject to an expropriation agreement between the Company and the San Tiburcio Ejido. For exploration activities, the Company enters into temporary occupation agreements with the ejido communities, which allow the Company to use the surface of the lands for its mining activities for a set period of time. In Mexico, mining rights that are covered under a concession do not include direct ownership or possession rights over the surface, or surface access, and at any particular time the Company may be involved in negotiations with various ejido communities to enter into new temporary occupation agreements or other surface access agreements or amend existing agreements. Failure to reach new agreements or disputes regarding existing agreements may cause, blockades, suspension of operations, delays to projects, and on occasion, may lead to legal disputes. Any such failure to reach new agreements or disputes regarding existing agreements may have a material adverse effect on the Company’s business. The Company currently owns all surface rights required for exploration and development of the Cerro Quema project.

PRODUCTION ESTIMATES

The Company has Mineral Reserve estimations for its existing Cerro Quema and Camino Rojo projects and such estimates are based on a pre-feasibility study. The Company cannot give any assurance that such estimates will be achieved. Failure to achieve such estimates could have an adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition. The realization of estimates is dependent on, among other things, the accuracy of Mineral Reserve and Mineral Resource estimates, the accuracy of assumptions regarding grades and recovery rates, ground conditions (including hydrology), the physical characteristics of deposits, the presence or absence of particular metallurgical characteristics, and the accuracy of the estimated rates and costs of mining, haulage, and processing. Actual production may vary from estimates for a variety of reasons, including the actual ore mined varying from estimates of grade or tonnage; dilution and metallurgical and other characteristics (whether based on representative samples of ore or not); short-term operating factors such as the need for sequential development of ore bodies; mine failures or slope failures; industrial accidents; natural phenomena such as inclement weather conditions, floods, droughts, rock slides and earthquakes; encountering unusual or unexpected geological conditions; changes in power costs and potential power shortages; shortages of principal supplies needed for mining operations, including explosives, fuels, chemical reagents, water, equipment parts and lubricants; plant and equipment failure; the inability to process certain types of ores; labour shortages or strikes; and restrictions or regulations imposed by government agencies or other changes in the regulatory environment. Such occurrences could also result in damage to mineral properties or mines, interruptions in production, injury or death to persons, damage to property of the Company or others, monetary losses, and legal liabilities in addition to adversely affecting mineral production.

Page 69

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

COST ESTIMATES

Capital and operating cost estimates discussed herein may not prove accurate. Capital and operating cost estimates are based on the interpretation of geological data, feasibility studies, anticipated climatic conditions, market conditions for required products and services, and other factors and assumptions regarding foreign exchange currency rates. Any of the following events could affect the ultimate accuracy of such estimate: unanticipated changes in grade and tonnage of ore to be mined and processed; incorrect data on which engineering assumptions are made; delay in construction schedules, unanticipated transportation costs; the accuracy of major equipment and construction cost estimates; labour negotiations; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals); and title claims. Changes in the Company’s anticipated production costs could have a major impact on any future profitability. Changes in costs of the Company’s anticipated mining and processing operations could occur as a result of unforeseen events, including international and local economic and political events, a change in commodity prices, increased costs (including oil, steel, and diesel) and scarcity of labour, and could result in changes in profitability or Mineral Reserve and Mineral Resource estimates. Many of these factors may be beyond the Company’s control. There is no assurance that actual costs will not exceed such estimates. Exceeding cost estimates could have an adverse impact on the Company’s future results of operations or financial condition.

METAL PRICES

The Company’s long-term viability depends, in large part, upon the market price of gold and silver. Market price fluctuations of gold could adversely affect the profitability of the Company’s operations and lead to impairments and write downs of mineral properties. Metal prices have fluctuated widely, particularly in recent years. The marketability of metals is also affected by numerous other factors beyond the control of the Company, including government regulations relating to price, royalties, global consumption patterns, supply of, and demand for, metals, speculative activities, allowable production and importing and exporting of minerals, the effect of which cannot accurately be predicted. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has an interest may be mined at a profit.

Declining metal prices can also impact operations by requiring a reassessment of the feasibility of a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays and/or may interrupt operations until the reassessment can be completed, which may have a material adverse effect on the Company’s results of operations.

GLOBAL FINANCIAL CONDITIONS

Market events and conditions, including the disruptions in the international credit markets and other financial systems, along with political instability, falling currency prices expressed in United States dollars, the uncertainty surrounding global supply chain and the critical measures implemented by governments globally related to the recent spread of diseases have resulted in commodity prices remaining volatile. These conditions have also caused fear and a loss of confidence in global credit markets, resulting in a climate of greater volatility, tighter regulations, less liquidity, widening credit spreads, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions have caused the broader credit markets to be volatile and interest rates to remain at historical lows. These events are illustrative of the effect that events beyond the Company’s control may have on commodity prices; demand for metals, including gold and silver; availability of credit; investor confidence; and general financial market liquidity, all of which may adversely affect the Company’s business.

These factors may impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Company. Increased levels of volatility and market turmoil can adversely impact the Company’s operations and the value, and the price of the Common Shares could be adversely affected.

Page 70

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

THREAT OF INFECTIOUS DISEASES OR OUTBREAKS OF VIRUSES

Global markets have been adversely impacted by emerging infectious diseases and/or the threat of outbreaks of viruses, other contagions or epidemic diseases, including the novel COVID-19, and many industries, including the mining industry have been impacted. The outbreak has led to a widespread crisis that is adversely affecting the economies and financial markets of many countries. If increased levels of volatility continue, or in the event of a rapid destabilization of global economic conditions, there may be an adverse effect on commodity prices, demand for metals, availability of equity or credit, investor confidence, and general financial market liquidity, all of which may adversely affect the Company’s business and the market price of the Company’s securities. In addition, there may not be an adequate response to emerging infectious diseases. There are potentially significant economic and social impacts, including labour shortages and shutdowns, delays and disruption in supply chains, social unrest, government or regulatory actions or inactions, including permanent changes in taxation or policies, decreased demand or the inability to sell and deliver concentrates and resulting commodities, declines in the price of commodities, delays in permitting or approvals, governmental disruptions or other unknown but potentially significant impacts. At this time, we cannot accurately predict what impacts there will be or what effects these conditions will have on the business, including those uncertainties relating to the ultimate geographic spread, the duration of the outbreak, and the length of restrictions or responses that have been or may be imposed by the governments. Any outbreak or threat of an outbreak of a contagious or epidemic disease could have a material adverse effect on the Company, its ability to finance, its business and financial results and the market price of its securities.

UNINSURED RISKS

Exploration, development, and production operations on mineral properties involve numerous risks, including but not limited to unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, landslides, earthquakes and other environmental occurrences, risks relating to the storage and shipment of precious metal concentrates or doré bars, and political and social instability. Such occurrences could result in damage to mineral properties, damage to underground development, damage to production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays in the ability to undertake exploration, monetary losses, and possible legal liability. Should such liabilities arise, they could reduce or eliminate future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance policies do not cover all the potential risks associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not always available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which it may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. The Company does not currently maintain insurance against political risks, underground development risks, production facilities risks, business interruption or loss of profits, theft of doré bars, the economic value to re-create core samples, environmental risks, and other risks. Furthermore, insurance limits currently in place may not be sufficient to cover losses arising from insured events. Losses from any of the above events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

COMPETITIVE LANDSCAPE

The mineral exploration business is competitive in all of its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical, and other resources than the Company, in the search for and acquisition of exploration and development rights on desirable mineral properties, for capital to finance its activities and in the recruitment and retention of qualified employees. There is no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring exploration and development rights, financing, or recruiting and retaining employees.

Page 71

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

TITLE MATTERS

The acquisition of title to mineral tenures in Mexico and Panama is a detailed and time-consuming process. Although the Company has diligently investigated title to all mineral tenures and, to the best of its knowledge, title to all of its properties is in good standing, this should not be construed as a guarantee of title. Other parties may dispute title to any of the Company’s mineral properties and any of the Company’s properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected encumbrances or defects or governmental actions. Title to the Company’s properties may also be affected by undisclosed and undetected defects.

CONFLICTS OF INTEREST

The Company’s Directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the Directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company’s Directors, a Director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with the laws of British Columbia, the Directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

COMPLIANCE WITH ANTI-CORRUPTION LAWS

The Company is subject to various anti-corruption laws and regulations including, but not limited to, the Canadian Corruption of Foreign Public Officials Act, the Foreign Corrupt Practices Act of the United States of America, and similar laws in any country in which the Company conducts business. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents.

The Company’s Camino Rojo Project is located in Mexico and the Cerro Quema Project is located in Panama, both of which countries which are perceived as having fairly high levels of corruption. Orla cannot predict the nature, scope, or effect of future anti-corruption regulatory requirements to which the Company’s operations might be subject or the manner in which existing laws might be administered or interpreted.

Failure to comply with the applicable legislation and other similar foreign laws could expose the Company and/or its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses, and reputational damage, all of which could materially and adversely affect the Company’s business, financial condition, and results of operations. Likewise, any investigation of any potential violations of the applicable anti-corruption legislation by Canadian or foreign authorities could also have an adverse impact on the Company’s business, financial condition, and results of operations.

As a consequence of these legal and regulatory requirements, the Company has instituted policies with regard to business ethics, which have been designed to ensure that Orla and its employees comply with applicable anti-corruption laws and regulations. However, there can be no assurance or guarantee that such efforts have been and will be completely effective in ensuring the Company’s compliance, and the compliance of its employees, consultants, contractors, and other agents, with all applicable anti-corruption laws and regulations.

SHARE PRICE FLUCTUATIONS

The Common Shares are listed and posted for trading on the TSX. An investment in the Company’s securities is highly speculative. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration, or development-stage companies such as the Company, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur.

Page 72

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

TAX MATTERS

The Company is subject to income taxes and other taxes in a variety of jurisdictions and the Company’s tax structure is subject to review by both Canadian and foreign taxation authorities. The Company’s taxes are affected by a number of factors, some of which are outside of its control, including the application and interpretation of the relevant tax laws and treaties. If the Company’s filing position were to be challenged for whatever reason, this could have a material adverse effect on the Company’s business, results of operations and financial condition.

CURRENCY FLUCTUATIONS

The Company’s operations in Mexico and Panama make it subject to foreign currency fluctuations and such fluctuations may materially affect the Company’s financial position and results. The Company reports its financial results in Canadian dollars with the majority of transactions denominated in U.S. dollars, Canadian dollars, and Mexican pesos. As the exchange rates of the U.S. dollar and Mexican peso fluctuate against the Canadian dollar, the Company will experience foreign exchange gains or losses. The Company does not use an active hedging strategy to reduce the risk associated with currency fluctuations but may decide to do so in the future.

LIMITED OPERATING HISTORY

The Company has no history of generating operating revenues or profits. The Company expects to continue to incur losses unless and until such time as it develops its properties and commences operations on its properties. The development of the properties will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, some of which are beyond the Company’s control, including the progress of ongoing exploration, studies and development, the results of consultant analysis and recommendations, and the execution of any joint venture agreements with strategic parties, if any. There can be no assurance that the Company will generate operating revenues or profits in the future.

NEGATIVE OPERATING CASH FLOW

The Company is an exploration stage company and has not generated cash flow from operations. The Company is devoting significant resources to the development of the Camino Rojo Project, the Cerro Quema Project and to actively pursue exploration and development opportunities, however, there can be no assurance that it will generate positive cash flow from operations in the future. The Company expects to continue to incur negative consolidated operating cash flow and losses until such time as it achieves commercial production at a particular project. The Company currently has negative cash flow from operating activities.

LITIGATION RISK

All industries, including the mining industry, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation and dispute resolution process, the litigation process could take away from management time and efforts and the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s financial position, results of operations or the Company’s property development.

NON-GOVERNMENTAL ORGANIZATION INTERVENTION

The Company’s relationship with the communities in which it operates is critical to ensure the future success of its existing operations and the construction and development of its projects. Non-governmental organizations may create or inflame public unrest and anti-mining sentiment among the inhabitants in areas of mineral development. Such organizations can be involved, with financial assistance from various groups, in mobilizing sufficient local anti-mining sentiment to prevent the issuance of required permits for the development of mineral projects of other companies. While the Company is committed to operating in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk.

Page 73

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

OUTSIDE CONTRACTOR RISKS

It is common for certain aspects of mining operations, such as drilling, blasting and underground development, to be conducted by outside contractors. As a result, the Company is subject to a number of risks, including: reduced control over the aspects of the tasks that are the responsibility of the contractors; failure of the contractors to perform under their agreements with the Company; inability to replace the contractors if their contracts are terminated; interruption of services in the event that the contractors cease operations due to insolvency or other unforeseen events; failure of the contractors to comply with applicable legal and regulatory requirements; and failure of the contractors to properly manage their workforce resulting in labour unrest or other employment issues.

UNRELIABLE HISTORICAL DATA

The Company has compiled technical data in respect of the Camino Rojo and Cerro Quema projects, some of which was not prepared by the Company. While the data represents a useful resource for the Company, much of it must be verified by the Company before being relied upon in formulating exploration programs.

UNKNOWN LIABILITIES IN CONNECTION WITH ACQUISITIONS

As part of the Company’s acquisitions, the Company has assumed certain liabilities and risks. While the Company conducted thorough due diligence in connection with such acquisitions, there may be liabilities or risks that the Company failed, or was unable, to discover in the course of performing the due diligence investigations or for which the Company was not indemnified. Any such liabilities, individually or in the aggregate, could have a material adverse effect on the Company’s financial position and results of operations.

ACQUISITIONS AND INTEGRATION

From time to time, the Company examines opportunities to acquire additional mining assets and businesses. Any acquisition that the Company may choose to complete may be of a significant size, may change the scale of the Company’s business and operations, and may expose the Company to new geographic, political, operating, financial and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of the Company. Any acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after the Company has committed to complete the transaction and established the purchase price or exchange ratio; a material property may prove to be below expectations; the Company may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt the Company’s ongoing business and its relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant. In the event that the Company chooses to raise debt capital to finance any such acquisition, the Company’s leverage will be increased. If the Company chooses to use equity as consideration for such acquisition, existing shareholders may experience dilution. Alternatively, the Company may choose to finance any such acquisition with its existing resources. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

NO DIVIDENDS

No dividends on the Common Shares have been paid by the Company to date and the Company may not declare or pay any cash dividends in the foreseeable future. Any payments of dividends will be dependent upon the financial requirements of the Company to finance future growth, the financial condition of the Company and other factors which the Company’s Board of Directors may consider appropriate in the circumstances.

Page 74

ORLA MINING LTD.

Annual Information Form

Year ended December 31, 2019

Canadian dollars unless otherwise stated

FOREIGN SUBSIDIARIES

The Company conducts certain of its operations through foreign subsidiaries and some of its assets are held in such entities. Any limitation on the transfer of cash or other assets between the Company and such entities, or among such entities, could restrict the Company’s ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on the Company’s valuation and stock price.

ACCOUNTING POLICIES AND INTERNAL CONTROLS

The Company prepares its financial reports in accordance with IFRS applicable to publicly accountable enterprises. In preparing financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. Significant accounting policies are described in more detail in the Company’s annual consolidated financial statements. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the Company believes its financial reporting and annual consolidated financial statements are prepared with reasonable safeguards to ensure reliability, the Company cannot provide absolute assurance.

ENFORCEMENT OF CIVIL LIABILITIES

Substantially all of the assets of the Company are located outside of Canada and certain of the Directors and officers of the Company are resident outside of Canada. As a result, it may be difficult or impossible to enforce judgments granted by a court in Canada against the assets of the Company or the Directors and officers of the Company residing outside of Canada.

DESCRIPTION OF CAPITAL STRUCTURE

COMMON SHARES

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value, of which 187,102,168 Common Shares were issued and outstanding as December 31, 2019, and 187,192,168 Common Shares are issued and outstanding as of March 23, 2020.

The holders of Common Shares will be entitled to receive notice of and to attend any meeting of the shareholders of Orla and will be entitled to one vote for each Common Share held (except at meetings at which only the holders of another class of shares are entitled to vote). The holders of Common Shares will be entitled to receive dividends, on a pro rata basis, if, as and when declared by the Board of Directors and, subject to the prior satisfaction of all preferential rights, to participate rateably in the net assets of Orla in the event of any dissolution, liquidation or winding-up of Orla, whether voluntary or involuntary, or other distribution of assets of Orla among shareholders for the purposes of winding up its affairs.

WARRANTS

None of the Company’s outstanding share purchase warrants are listed and posted for trading on the TSX and none of the Company’s outstanding share purchase warrants, except for the February 2021 Warrants, are governed by the terms of a warrant indenture.

Page 75

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

The following table summarizes information about the number of warrants outstanding as of December 31, 2019 and as of the date of this AIF:

Expiry date	Exercise price		December 31, 2019		Date of this AIF
February 15, 2021	$	2.35		8,790,600		8,790,600
July 8, 2021	$	0.62		570,000		570,000
June 12, 2022	$	1.65		5,842,500		5,842,500
November 7, 2022	$	1.40		3,000,000		3,000,000
December 18, 2026	$	3.00		32,500,000		32,500,000
Total number of warrants				50,703,100		50,703,100

Weighted average exercise price			$	2.61	$	2.61

STOCK OPTIONS, RESTRICTED SHARE UNITS, DEFERRED SHARE UNITS AND BONUS SHARES

As at March 20, 2020:

·	9,827,336 Common Shares are issuable on exercise of outstanding stock options;

·	1,014,972 Common Shares are issuable upon vesting of outstanding Restricted Share Units (or cash may be payable in lieu thereof); and

·	508,780 Common Shares are issuable upon vesting of outstanding Deferred Share Units (or cash may be payable in lieu thereof).

In addition, the Company has granted an entitlement to its Chairman of the Board to receive a one-time award of 500,000 Common Shares (“Chairman Bonus Shares”) at a deemed price of $1.39 per Chairman Bonus Share in consideration for his acting as Chairman of the Board, which Chairman Bonus Shares have certain vesting restrictions. The Chairman Bonus Shares will only become issuable on the date that Mr. Jeannes ceases to act as a director of the Company following June 18, 2020, unless the Chairman Bonus Shares sooner vest upon a change of control of the Company as defined in the award agreement.

The Company has also granted an entitlement to its President and Chief Executive Officer to receive a one-time award of 1,000,000 Common Shares (“CEO Bonus Shares”), which CEO Bonus Shares have staged vesting restrictions based upon the Company’s achievement of certain 30-day volume weighted average trading price levels on the TSX, at which times a specified percentage of the CEO Bonus Shares will become issuable to Mr. Simpson, unless the CEO Bonus Shares sooner vest upon a change of control as defined in the award agreement. As of the date of this AIF, the vesting conditions for 250,0000 of these CEO Bonus Shares had been achieved; however, the Common Shares had not yet been issued.

DIVIDENDS

The Company has no present intention of paying dividends on its Common Shares, as it anticipates that all available funds will be invested to finance the growth of its business. The payment of future cash dividends, if any, will be reviewed periodically by the Board of Directors and will depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions and other factors. There are no restrictions that could prevent the Company from paying dividends. The Company has not paid any dividends on its Common Shares since its incorporation.

Page 76

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

MARKET FOR SECURITIES

The Common Shares are currently listed and posted for trading on the TSX under the symbol “OLA”. The following table sets forth information relating to the trading of the Common Shares on the TSX for the most recently completed financial year ended December 31, 2019.

Month	High (C$)		Low ($)		Volume
January 2019	$	1.28	$	0.94		1,032,688
February 2019	$	1.40	$	1.10		2,942,904
March 2019	$	1.20	$	1.00		1,725,766
April 2019	$	1.10	$	0.85		2,613,332
May 2019	$	1.08	$	0.96		1,326,871
June 2019	$	1.12	$	0.96		1,461,761
July 2019	$	1.54	$	1.10		10,442,066
August 2019	$	1.80	$	1.45		6,244,258
September 2019	$	1.78	$	1.49		3,665,894
October 2019	$	1.74	$	1.42		3,126,895
November 2019	$	1.72	$	1.45		2,133,402
December 2019	$	2.05	$	1.60		14,818,571

The price of the Common Shares as quoted by the TSX at the close on December 31, 2019 was C$2.00 and on March 20, 2020 was C$1.76.

DIRECTORS AND OFFICERS

NAME, OCCUPATION AND SECURITY HOLDING

The following table sets out the name, province or state, and country of residence of each current Director and executive officer of the Company, their respective positions held with the Company and their respective principal occupations during the preceding five years.

Name, Province and Country of
Residence, and Position

Director/Officer Since

Principal Occupation for the Past Five Years

Jason D. Simpson ³

President, Chief Executive Officer and Director

Ontario, Canada

November 2018

Director, President and Chief Executive of the Company since November 2018; Chief Operating Officer of Torex Gold Resources Inc. from January 2013 to November 2018.

Page 77

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

Name, Province and Country of Residence, and Position	Director/Officer Since	Principal Occupation for the Past Five Years
Charles A. Jeannes ^{1, 2, 4} Director (Non-Executive Chair of the Board of Directors) Nevada, USA	June 2017	Non-Executive Chairman of the Board of Directors; Director of Tahoe Resources Inc. from January 2017 to February 2019; Director of Pan American Silver Corp. since February 2019 and Wheaton Precious Metals Corp. (formerly Silver Wheaton Corp.) since November 2016 (mining companies); former President and Chief Executive Officer of Goldcorp (mining company) from 2009 until April 2016, and Executive Vice President, Corporate Development from 2006 until 2008; serves as a University of Nevada, Reno (“UNR”) Foundation Trustee (a non-profit Board).
George Albino ^{1, 4} Director Colorado, USA	June 2017	Corporate Director and Geologist; Chairman of the Board of Eldorado Gold Corporation (mining company) since December 2017 and director since October 2016; Managing Director and Mining Analyst at GMP Securities, L.P., Research Division from 2010 until 2016.
Tim Haldane ³ Director Arizona, USA	June 2017	Mining professional with international project development experience; previously Senior Vice-President of Operations - USA and Latin America at Agnico Eagle (mining company) from 2014 until February 2017.
Richard Hall ^{2, 4} Director Colorado, USA	June 2015	Corporate Director, Geologist and Mineral Industry Consultant; Director at IAMGold Corporation from March 2012 to present, Kaminak Gold Corporation from February 2013 to July 2016 and Klondex Mines Ltd. (Chairman) from September 2014 to July 2018 (all mining companies).
Jean Robitaille ^{2, 3} Director Ontario, Canada	December 2016	Senior Vice-President, Business Strategy and Technical Services at Agnico Eagle (mining company) since 2014; 30 years at Agnico Eagle, including as Senior Vice-President, Technical Services and Project Development (2008 to 2013), Vice-President, Metallurgy and Marketing, General Manager, Metallurgy and Marketing and Mill Superintendent and Project Manager; prior to Agnico Eagle, Mr. Robitaille worked as a metallurgist with Teck Mining Group (mining company); director of Pershimco Resources Inc. (2011 to 2016).
David Stephens ¹ Director Alberta, Canada	March 2018	Partner, Agentis Capital Mining Partners (capital markets advisory) and consultant (mining and technology) from 2019-present; Vice President, Corporate Development and Marketing at Goldcorp (mining company) from 2017-2019; Vice President, Treasurer of Goldcorp (2016-2017); Director, Business Development of Goldcorp (2015-2016); prior joining Goldcorp, he spent 10 years working in investment banking and equity research at various organizations including Macquarie Capital Markets Canada Ltd. and Orion Securities.

Page 78

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

Name, Province and Country of
Residence, and Position

Director/Officer Since

Principal Occupation for the Past Five Years

Elizabeth McGregor ^{1, 4}

Director

British Columbia, Canada

June 2019

Executive Vice President and Chief Financial Officer of Tahoe Resources Inc. (mining company) from August 9, 2016 until the acquisition by Pan American Silver Corp. on February 22, 2019; prior to her role as Chief Financial Officer, she served as Tahoe Resources Inc.’s VP Treasurer; Goldcorp (mining company) from 2007 to 2013, where she held various financial roles including Director of Project Finance and Cost Control; Administration Manager at the Peñasquito mine; and Director of Risk. She has served as a director of Kinross Gold Corporation (mining company) since November 6, 2019.

Etienne Morin

Chief Financial Officer

British Columbia, Canada

April 2018

Chief Financial Officer of the Company since May 2018; Director, Investor Relations of Goldcorp (mining company) from June 2017 to May 2018; Director, Business Planning and Financial Evaluations of Goldcorp from March 2014 to September 2016; Director of Corporate Development of Goldcorp from January 2013 to April 2014 and from October 2016 to June 2017.

Notes:

(1)	Member of the Audit Committee. Ms. McGregor is the Chairperson of the Audit Committee.

(2)	Member of the Compensation Committee. Mr. Hall is the Chairman of the Compensation Committee.

(3)	Member of the Environmental, Sustainability, Health & Safety Committee. Mr. Haldane is the Chairman of the Environmental, Sustainability, Health & Safety Committee.

(4)	Member of the Corporate Governance & Nominating Committee. Mr. Albino is the Chairman of the Corporate Governance & Nominating Committee.

Each Director’s term of office expires at the next annual meeting of shareholders of the Company or when his/her successor is duly elected or appointed, unless his/her term ends earlier in accordance with the articles or by-laws of the Company, he/she resigns from office or he/she becomes disqualified to act as a Director of the Company.

As at March 20, 2020, and based on the disclosure available on the System for Electronic Disclosure by Insiders (“SEDI”), the Directors and executive officers of the Company, as a group, beneficially own, directly or indirectly, or exercise control or direction over 6,925,050 Common Shares, representing approximately 3.7% of the total number of Common Shares outstanding before giving effect to the exercise of stock options, Restricted Share Units, Deferred Share Units or warrants to purchase Common Shares held by such Directors and executive officers.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

To the knowledge of the Company and, except as set out below, none of the Directors or executive officers of the Company is, as at the date of this AIF, or was within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that: (a) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, which order was in effect for a period of more than 30 consecutive days (an “Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Page 79

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

None of the Directors or executive officers of the Company or, to the Company’s knowledge, any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company have been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or have entered into a settlement agreement with a securities regulatory authority, or (a) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

None of the Directors or executive officers of the Company, or, to the Company’s knowledge, any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company: (a) is, as at the date of this AIF, or has been within ten years before the date of this AIF, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within the ten years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

CONFLICTS OF INTEREST

To the best of the Company’s knowledge, and other than as disclosed in this AIF, there are no known existing or potential conflicts of interest between the Company and any of the Company’s Directors or officers. However, certain of the Directors and officers of the Company are directors, officers and/or shareholders of other private and publicly listed companies, including companies that engage in mineral exploration and development and therefore it is possible that a conflict may arise between their duties to the Company and their duties to such other companies. All such conflicts will be dealt with pursuant to the provisions of the applicable corporate legislation and the Company’s Code. In the event that such a conflict of interest arises at a meeting of the Directors, a Director affected by the conflict must disclose the nature and extent of his interest and abstain from voting for or against matters concerning the matter in respect of which the conflict arises. Directors and executive officers are required to disclose any conflicts or potential conflicts to the Board of Directors as soon as they become aware of them. See the section of this AIF entitled “Risk Factors – Conflicts of Interest”.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no material legal proceedings or regulatory actions involving Orla or its properties as at the date of this AIF, and Orla is not aware of any such proceedings or actions currently contemplated.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed in this AIF, no Director or executive officer of the Company, no person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the Company’s outstanding voting securities and no associate or affiliate of any of such persons or companies has any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

Page 80

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

TRANSFER AGENTS AND REGISTRARS

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

The Warrant Agent for the February 2021 Warrants is Computershare Trust Company of Canada at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

MATERIAL CONTRACTS

The only material contracts entered into by the Company within the financial period ended December 31, 2019 or since such time or before such time that are still in effect, other than those in the ordinary course of business, are as follows:

The Loan Agreement with respect to the Facility. See “General Development of the Business – Developments During 2019” for further details.

INTERESTS OF EXPERTS

QUALIFIED PERSONS UNDER NI 43-101

The following persons have been named as having prepared or certified a report, valuation, statement, or opinion described or included in a filing, or referred to in a filing, made under National Instrument 51-102 – Continuous Disclosure Obligations during, or relating to, the Company’s financial year ended December 31, 2019:

Camino Rojo Report – Carl E. Defilippi, RM, SME of KCA, Matthew D. Gray, Ph.D., C.P.G. of RGI, Michael G. Hester, FAusIMM of IMC and David Hawkins, C.P.G. of Barranca Group, LLC.

Cerro Quema Report – Eugene Puritch, P. Eng., Richard H. Sutcliffe, P.Geo., Tracy Armstrong, P.Geo., Antoine Yassa, P.Geo., David Burga, P.Geo., Kenneth Kuchling, P.Eng., and Fred Brown, P.Geo., of P&E Mining Consultants Inc., Gene Tortelli, PE, George Lightwood, PE, and David Brown, P.Geo., of Golder Associates Inc., and Mark Gorman, PE of KCA.

None of the foregoing persons, or any director, officer, employee, or partner thereof, as applicable, received or has received a direct or indirect interest in the Company’s property or the property of any of the Company’s associates or affiliates. Each of the aforementioned persons are independent of the Company and held an interest in either less than 1% or none of the Company’s securities or the securities of any associate or affiliate of the Company at the time of preparation of the respective reports and after the preparation of such reports and estimates, and they did not receive any direct or indirect interest in any of the Company’s securities or the securities of any associate or affiliate of the Company in connection with the preparation of the Report. None of the aforementioned persons nor any director, officer, employee, or partner, as applicable, of the aforementioned companies or partnerships is currently expected to be elected, appointed, or employed as a Director, officer or employee of the Company or of any associate or affiliate of the Company.

All scientific and technical information in this AIF has been reviewed and approved by Hans Smit, P.Geo., who is a “Qualified Person” under NI 43-101. As of the date hereof, Hans Smit held 3,082,900 Common Shares, 100,000 warrants, 1,214,305 stock options, and 221,509 RSUs of the Company.

Page 81

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

AUDITORS

The Company’s independent auditors are Davidson and Company LLP, Chartered Professional Accountants, who have issued an Independent Auditor’s Report in respect to the Company’s consolidated financial statements for the year ended December 31, 2019. Davidson and Company LLP has advised the Company that they are independent with respect to the Company within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct and the rules and standards of the PCAOB.

AUDIT COMMITTEE INFORMATION

The Audit Committee has the responsibility of, among other things: overseeing financial reporting, internal controls, the audit process and the establishment of “whistleblower” and related policies; recommending the appointment of the independent auditor and reviewing the annual audit plan and auditor compensation; pre-approving audit, audit related and tax services to be provided by the independent auditor; and reviewing and recommending approval to the Board of Directors of annual and quarterly financial statements and management’s discussion and analysis.

The Audit Committee’s charter sets out its responsibilities and duties, qualifications for membership, procedures and reporting to the Company’s Board of Directors. A copy of the charter is attached hereto as Schedule “A” to this AIF.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee is comprised of four Directors. The following table sets out the name of each current Audit Committee member and whether they are “independent” and “financially literate”. To be considered independent, a member of the Audit Committee must not have any direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgement. To be considered financially literate, a member of the Audit Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected by the Company’s financial statements.

Name of Member	Independent	Financially Literate
Elizabeth McGregor	Yes	Yes
George Albino	Yes	Yes
Charles A. Jeannes	Yes	Yes
David Stephens	Yes	Yes

RELEVANT EDUCATION AND EXPERIENCE

The education and experience of each Audit Committee member that is relevant to the performance of his or her responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with: an understanding of the accounting principles used by Orla to prepare its financial statements; the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions; experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Orla’s financial statements, or experience actively supervising one or more persons engaged in such activities; and an understanding of internal controls and procedures for financial reporting, is set out below.

Page 82

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

ELIZABETH MCGREGOR

Ms. McGregor served as the Executive Vice President and Chief Financial Officer of Tahoe Resources Inc. from August 2016 until the acquisition by Pan American Silver Corp. in February 2019. Ms. McGregor is a Canadian Chartered Professional Accountant (CPA, CA) and, prior to her role as Chief Financial Officer, served as Tahoe Resources Inc.’s VP Treasurer. She directed financial planning, corporate liquidity, financial reporting and risk management. Prior to joining Tahoe Resources Inc., she worked at Goldcorp from 2007 to 2013 where she held various financial roles including Director of Project Finance and Cost Control; Administration Manager at the Peñasquito mine; and Director of Risk. Ms. McGregor has also served as a director of Kinross Gold Corporation since November 6, 2019. Ms. McGregor began her career at KPMG as Audit Manager. She holds a B.A. (Hons) from Queen’s University in Kingston.

DAVID STEPHENS

Mr. Stephens is a Partner at Agentis Capital Mining Partners which provides capital markets advisory services and is a consultant in the mining and technology industries through his private consulting company. He was the Vice President, Corporate Development and Marketing at Goldcorp until its acquisition by Newmont on April 18, 2019, having previously served as Vice President and Treasurer. Prior to joining Goldcorp, Mr. Stephens spent ten years working in investment banking and equity research at various organizations including Macquarie Capital Markets Canada Ltd. and Orion Securities. Mr. Stephens holds a Bachelor’s degree in Electrical Engineering and Computer Science from Harvard University.

GEORGE ALBINO

Dr. Albino, Ph.D. is a geologist and was a Managing Director and Mining Analyst at GMP Securities, L.P., Research Division from 2010 until 2016. Prior to this, he was an Analyst at Macquarie Capital Markets Canada Ltd., Research Division from June 2002 until 2010, focusing on North American precious metal producers and exploration companies as well as base metal, uranium, and diamond companies. Dr. Albino has over 35 years of experience in mining and finance, having been a geologist for 18 years and as a highly-ranked sell side analyst covering mining (principally gold) stocks for 19 years. Before joining the financial services side of the business, he worked for 18 years in the mining industry, academia and government as an Exploration and Research Geologist exploring for precious metals, base metals, and diamonds. He is also currently Chairman of the Board of Eldorado Gold Corporation. Dr. Albino has a Ph.D. from the University of Western Ontario, an M.S. from the Colorado State University and a B.A.Sc. from Queen’s University.

CHARLES JEANNES

Mr. Jeannes served as President and Chief Executive Officer of Goldcorp from 2009 until April 2016, and Executive Vice President, Corporate Development from 2006 until 2008. From 1999 until the acquisition of Glamis Gold Ltd. (“Glamis”) by Goldcorp, he was Executive Vice President, Administration, General Counsel and Secretary of Glamis. Prior to joining Glamis, Mr. Jeannes worked for Placer Dome Inc., most recently as Vice President of Placer Dome North America. He is also currently a Director of Pan American Silver Corp. and Wheaton Precious Metals Corp. (formerly Silver Wheaton Corp.) and serves as a UNR Foundation Trustee (a non-profit Board). He holds a Bachelor of Arts degree from UNR and graduated from the University of Arizona School of Law with honours in 1983. He practiced law from 1983 until 1994 and has broad experience in capital markets, mergers and acquisitions, public and private financing, and international operations.

Page 83

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

AUDIT COMMITTEE OVERSIGHT

Since the commencement of Orla’s most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board of Directors.

RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4, Section 3.2, Section 3.4, Section 3.5 or Section 3.8 of NI 52-110 or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has established policies and procedures that are intended to control the services provided by the Company’s auditors and to monitor their continuing independence. Under these policies, no services may be undertaken by the Company’s auditors, unless the engagement is specifically approved by the Audit Committee or the services are included within a category that has been pre-approved by the Audit Committee. The maximum charge for services is established by the Audit Committee when the specific engagement is approved or the category of services pre-approved. Management is required to notify the Audit Committee of the nature and value of pre-approved services undertaken.

The Audit Committee will not approve engagements relating to, or pre-approve categories of, non-audit services to be provided by Orla’s auditors (i) if such services are of a type whereby the performance of which would cause the auditors to cease to be independent within the meaning of applicable rules, and (ii) without consideration, among other things, of whether the auditors are best situated to provide the required services and whether the required services are consistent with their role as auditor.

EXTERNAL AUDITOR SERVICE FEES

The aggregate fees billed by the Company’s external auditors in each of the last two financial years are as follows:

Financial Year Ended	Audit Fees ¹		Audit-Related Fees ²		Tax Fees ³		All Other Fees ⁴
December 31, 2019	$	90,000	$	20,500	$	22,350	$	NIL
December 31, 2018	$	92,500	$	31,000	$	12,500	$	NIL

Notes:

(1)	Fees billed by the Company’s auditor for audit services.

(2)	Fees billed by the Company's external auditor for assurance-related services that are not included in “audit fees”. Such fees consist primarily of quarterly reviews and work related to providing consents pursuant to financings.

(3)	Fees for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

(4)	Fees for products and services provided by the Company’s external auditor, other than services reported under the table headings “Audit Fees”, “Audit-Related Fees” or “Tax Fees”.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com and on the Company’s website at www.orlamining.com.

Additional information, including Directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is contained in the Management Information Circular of the Company dated May 9, 2019 prepared for its most recent annual meeting of shareholders held on June 12, 2019 and filed on SEDAR at www.sedar.com. This information will also be contained in the Management Information Circular of the Company to be prepared in connection with the Company’s 2020 annual meeting of shareholders currently scheduled to be held in May 2020 which will be available on SEDAR at www.sedar.com. Additional financial information is provided in the Company’s audited consolidated financial statements and management discussion and analysis for the financial year ended December 31, 2019, which are filed on SEDAR at www.sedar.com.

Page 84

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

INTRODUCTION

The primary responsibility of the Audit Committee (the “Committee”) is to oversee Orla Mining Ltd.’s (the, “Company” or “Orla”) financial reporting process on behalf of the Company’s Board of Directors (the “Board”) in order to assist the directors of the Company in meeting their responsibilities with respect to financial reporting by the Company.

Management is responsible for the preparation, presentation, and integrity of the Company's financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. The independent auditors are responsible for auditing the Company's annual financial statements.

1.	RESPONSIBILITIES AND AUTHORITY

The role, responsibility, authority, and power of the Committee includes, but is not be limited to the following:

(a)

the Committee shall be directly responsible for the appointment and termination (subject to Board and shareholder ratification), compensation and oversight of the work of the independent auditors, including resolution of disagreements between management and the independent auditors regarding financial reporting;

(b)	the Committee shall ensure that at all times there are direct communication channels between the Committee and the internal auditors, if applicable, and the external auditors of the Company to discuss and review specific issues, as appropriate;

(c)

the Committee shall discuss with the independent auditors (and internal auditors, if applicable) the overall scope and plans for their audits, including the adequacy of staff. The Committee shall discuss with management and the independent auditors the adequacy and effectiveness of the accounting and financial controls, including the Company's policies and procedures to assess, monitor, and manage business risk and legal risk;

(d)	the Committee shall, at least annually, obtain and review a report by the independent auditors:

(i)

describing their internal quality control procedures;

(ii)

reviewing any material issues raised by the most recent internal quality control review, or peer review, or any inquiry or investigation by a government or professional institute or society, within the preceding five years, respecting any independent audit carried out by the independent auditors, and any steps taken to deal with any such issues; and

(iii)

outlining all relationships between the independent auditor and the Company in order to assess the auditor's independence;

(e)

the Committee shall meet separately, on a regular basis, with management and the independent auditors to discuss any issues or concerns warranting Committee attention. As part of this process, the Committee shall provide sufficient opportunity for the independent auditors to meet privately with the Committee;

(f)

the Committee shall receive regular reports from the independent auditors on critical policies and practices of the Company, including all alternative treatment of financial information within generally accepted accounting principles which have been discussed with management. Where alternative treatment exists, the independent auditors shall be invited to express their opinion as to whether the Company is using best practices;

Page 85

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

(g)	the Committee shall review management's assertion on its assessment of the effectiveness of internal controls as of the end of the most recent fiscal year and the independent auditors' report on management's assertion;

(h)	the Committee shall review and discuss earnings press releases, as well as information and earnings guidance provided to analysts and rating agencies;

(i)

the Committee shall review the interim and annual financial statements and disclosures under management's discussion and analysis of financial condition and results of operations with management and the annual audited statements with the independent auditors, prior to recommending them to the Board for approval, release, or inclusion in any reports to shareholders and/or securities commissions;

(j)	the Committee shall receive reports, if any, from corporate legal representatives of evidence of material violation of securities laws or breaches of fiduciary duty;

(k)

the Committee shall review and ensure that procedures are in place for the receipt, retention and treatment of complaints received by the Company regarding accounting and auditing matters, as well as the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

(l)

the Committee shall meet as often as it deems appropriate to discharge its responsibilities and, in any event, at least four times per year. Additional meetings may be held as deemed necessary by the Chair of the Audit Committee (the “Chair”) or as requested by any Committee member or the external auditors or management;

(m)	the Committee shall review all issues related to a change of auditor, including the information to be included in the notice of change of auditor and the planned steps for an orderly transition;

(n)	the Committee shall pre-approve all non-audit services to be provided to the Company by the external auditors;

(o)	the Committee shall review and approve the Company's policy with regard to the hiring of current and former partners or employees of the present and former external auditors;

(p)	the Committee shall report on all the foregoing matters to the directors of the Company at the next Board meeting following;

(q)	at all times, the membership of the Committee shall be such that:

(i)

it shall be comprised of no fewer than three members;

(ii)

the majority of the members thereof shall be “unrelated directors” or “independent” directors of the Company, as may be defined by the TSX Venture Exchange, the Ontario Securities Commission, or any other regulator to which the Company reports or may report in the future;

(iii)

the majority of the members of the Committee shall be financially literate in terms of the ability to read and understand a set of financial statements;

(iv)

no independent member of the Committee shall have a material business relationship with the Company;

(r)	no business shall be transacted by the Committee except at a meeting of the members thereof at which;

(i)

a majority of the members thereof are present;

(ii)

a majority of the members thereof present are ''unrelated or independent directors” of the Company; or

(iii)

by a resolution in writing signed by all of the members of the Committee;

(s)	the minutes of all meetings of the Audit Committee shall be provided to the Board.

Page 86

ORLA MINING LTD.
Annual Information Form
Year ended December 31, 2019

Canadian dollars unless otherwise stated

2.	CODE OF BUSINESS CONDUCT AND ETHICS

With regard to the Company’s Code of Business Conduct and Ethics (the “Code”) and its Whistleblower Policy (the “Policy”) the Committee shall:

(a)	review periodically and recommend to the Board any amendments to the Code and/or Policy and monitor the policies and procedures established by management to ensure compliance with the Code;

(b)	review actions taken by management to ensure compliance with the Code and their response to any violations of the Code; and

(c)	monitor the adequacy of the Code, any proposed amendments to the Code and any waivers of the Code granted by the Board.

3.	RESPONSIBILITIES OF THE COMMITTEE CHAIR

The fundamental responsibility of the Chair is to be responsible for the management and effective performance of the Committee and to provide leadership to the Committee in fulfilling its Charter and any other matters delegated to it by the Board. To that end, the Chair’s responsibilities shall include:

(a)	working with the Chairman of the Board to establish the frequency of Committee meetings and the agendas for such meetings;

(b)	providing leadership to the Committee and presiding over Committee meetings;

(c)	facilitating the flow of information to and from the Committee and fostering and environment in which Committee members may ask questions and express their viewpoints;

(d)	reporting to the Board with respect to significant activities of the Committee and any recommendations of the Committee;

(e)	addressing, or causing to be addressed, all concerns communicated to the Chair under the Code and Policy;

(f)	leading the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate; and

(g)	taking such other steps as are reasonably required to ensure that the Committee carries out its mandate.

4.	ADOPTION

The Charter was adopted by the Board on December 6, 2016.

Page 87

Exhibit 99.37

Form 52-109F1

Certification of Annual Filings
Full Certificate

I, Jason Simpson, Chief Executive Officer of Orla Mining Ltd., certify the following:

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Evaluation: The issuer’s other certifying officer(s) and I have

(a)

(b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii)

N/A

Date: March 23, 2020.

“Jason Simpson”
Jason Simpson
Chief Executive Officer

Exhibit 99.38

FORM 13-501F1

CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS PARTICIPATION FEE

MANAGEMENT CERTIFICATION

I, Etienne Morin, an officer of the reporting issuer noted below have examined this Form 13-501F1 (the Form) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.

“Etienne Morin”

March 23, 2020

Name: Etienne Morin

Title: Chief Financial Officer

Date

Reporting Issuer Name:	ORLA MINING LTD.

End date of previous financial year:	December 31, 2019

Type of Reporting Issuer:	Class 1 reporting issuer

Highest Trading Marketplace:	TSX

Market value of listed or quoted equity securities:

Equity Symbol		OLA

1^st Specified Trading Period (dd/mm/yy)		01/01/2019 to 31/03/2019

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		$1.06	(i)

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		179,493,510	(ii)

Market value of class or series	(i) x (ii)	$190,263,120.60	(A)

2^ndSpecified Trading Period (dd/mm/yy)		01/04/2019 to 30/06/2019

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		$1.10	(iii)

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		179,782,010	(iv)

Market value of class or series	(iii) x (iv)	$197,760,211.00	(B)

3^rd Specified Trading Period (dd/mm/yy)		01/07/2019 to 30/09/2019

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		$1.58	(v)

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		186,081,177	(vi)

Market value of class or series	(v) x (vi)	$294,008,259.66	(C)

4^thSpecified Trading Period (dd/mm/yy)		01/10/2019 to 31/12/2019

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		$2.00	(vii)

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		187,102,168	(viii)

Market value of class or series	(vii) x (viii)	$374,204,336.00	(D)

5^thSpecified Trading Period (dd/mm/yy)		to

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		$	(ix)

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period			(x)

Market value of class or series	(ix) x (x)	$	(E)


Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above))		$264,058,981.82	(1)

(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

Fair value of outstanding debt securities:		$-	(2)

(Provide details of how value was determined)

Capitalization for the previous financial year	(1) + (2)	$264,058,981.82

Participation Fee		$14,000.00

Late Fee, if applicable		$-

Total Fee Payable (Participation Fee plus Late Fee)		$14,000.00

Exhibit 99.39

Consolidated Financial Statements

Years ended December 31, 2019 and 2018

Presented in Canadian dollars

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of

Orla Mining Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Orla Mining Ltd. (the “Company”), which comprise the consolidated balance sheets as at December 31, 2019 and 2018, and the consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

●

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

●

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

●

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

●

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

●

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

●

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Erez Bahar.

“DAVIDSON & COMPANY LLP”

Vancouver, Canada

Chartered Professional Accountants

March 20, 2020

ORLA MINING LTD.

Consolidated Balance Sheets

(Thousands of Canadian dollars)

	December 31			December 31
As at	2019			2018
ASSETS
Current assets
Cash and cash equivalents	$	30,009		$	16,686
Accounts receivable		122			385
Prepaid expenses		64			206
		30,195			17,277
Restricted funds		662			205
Value added taxes recoverable (note 7)		1,747			849
Equipment (note 5)		370			344
Exploration and evaluation assets (note 6(d))		163,383			169,282
TOTAL ASSETS	$	196,357		$	187,957

LIABILITIES
Current liabilities
Trade and other payables (note 8)	$	1,042		$	1,743
Accrued liabilities		2,049			1,916
		3,091			3,659
Lease obligations		57			—
Camino Rojo project loan (note 9)		16,833			—
Newmont loan (note 10)		12,573			6,103
Accrued liabilities – long term		338			—
Site closure provisions (note 11)		748			745
TOTAL LIABILITIES		33,640			10,507

SHAREHOLDERS' EQUITY
Share capital (note 12)		208,186			201,077
Reserves		39,348			25,960
Accumulated other comprehensive income (loss)		(1,036	)		4,797
Accumulated deficit		(83,781	)		(54,384	)
TOTAL SHAREHOLDERS' EQUITY		162,717			177,450

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	196,357		$	187,957

Nature of operations (note 1)

Events after the reporting period (notes 13(a) and 20(a))

Authorized for issuance by the Board of Directors on March 20, 2020.

/s/ Elizabeth McGregor		/s/ Jason Simpson
Elizabeth McGregor, Director		Jason Simpson, Director

The accompanying notes are an integral part of these consolidated financial statements.

Page 4

ORLA MINING LTD.

Consolidated Statements of Loss and Comprehensive Loss

(Thousands of Canadian dollars, except per-share amounts)

	Year ended December 31
	2019			2018
EXPLORATION AND EVALUATION EXPENSES (note 6)
Assays and analysis	$	253		$	1,485
Drilling		1,564			3,007
Geological		1,858			3,775
Engineering		2,471			508
Environmental		754			287
Community and government		1,134			902
Land and water use, claims and concessions		6,000			4,979
Project management		917			351
Project review		153			141
Site activities		2,297			3,478
Site administration		2,438			3,175
Recognition of site closure provisions		—			745
		19,839			22,833

GENERAL AND ADMINISTRATIVE EXPENSES
Office and administrative		700			561
Professional fees		711			593
Regulatory and transfer agent		272			278
Salaries and benefits		2,621			1,722
		4,304			3,154

OTHER EXPENSES (INCOME)
Depreciation (note 5)		103			153
Share based payments (note 13)		3,391			3,985
Interest income		(142	)		(442	)
Interest expense		107			—
Amortization of project loan transaction costs (note 9)		112			—
Accretion – Newmont loan (note 10)		1,473			505
Foreign exchange loss (gain)		210			(275	)
		5,254			3,926

LOSS FOR THE YEAR	$	29,397		$	29,913

OTHER COMPREHENSIVE LOSS (INCOME)
Items that may in future periods be reclassified to profit or loss:
Foreign currency differences arising on translation of foreign operations		5,833			(13,454	)
TOTAL COMPREHENSIVE LOSS	$	35,230		$	16,459


Weighted average number of common shares outstanding (millions)		182.6			176.7

Loss per share - basic and diluted	$	0.16		$	0.17

The accompanying notes are an integral part of these consolidated financial statements.

Page 5

ORLA MINING LTD.

Consolidated Statements of Cash Flows

(Thousands of Canadian dollars)

	Year ended December 31
Cash flows provided by (used in):	2019			2018
OPERATING ACTIVITIES
Loss for the year	$	(29,397	)	$	(29,913	)
Adjustments for items not affecting cash:
Depreciation		103			153
Share based compensation		3,391			3,985
Exploration expense paid via common shares		65			—
Newmont loan proceeds received in excess of fair value, credited to exploration expense (note 10)		(1,707	)		(2,790	)
Accretion of the Newmont loan (note 10)		1,473			505
Amortization of project loan transaction costs (note 9)		112			—
Changes in site closure provisions charged to exploration expense		—			745
Interest expense on lease		6			—
Lease payments		(34	)		—
Changes in non-cash working capital:
Accounts receivable		253			100
Prepaid expenses		139			251
Trade and other payables		(733	)		402
Accrued liabilities		499			1,118
Cash used in operating activities		(25,830	)		(25,444	)

FINANCING ACTIVITIES
Proceeds – private placement		—			30,767
Proceeds – warrants exercised		3,823			107
Proceeds – stock options exercised		1,581			136
Share issuance costs		(128	)		(1,777	)
Advances received on the Camino Rojo project loan (note 9)		32,470			—
Cash transaction costs of the Camino Rojo project loan		(4,147	)		—
Advances received on the Newmont loan (note 10)		6,742			8,204
Cash provided by financing activities		40,341			37,437

INVESTING ACTIVITIES
Purchase of equipment		(20	)		(234	)
Expenditures on exploration and evaluation assets		—			(407	)
Restricted cash funded		(475	)		—
Value added taxes paid		(907	)		(807	)
Cash used in investing activities		(1,402	)		(1,448	)

Effects of exchange rate changes on cash		214			(1	)

Net increase in cash		13,323			10,544
Cash, beginning of year		16,686			6,142
CASH, END OF YEAR	$	30,009		$	16,686

Cash consist of:
Bank current accounts and cash on hand	$	30,009		$	16,617
Short term highly liquid investments		—			69
Cash	$	30,009		$	16,686

Supplemental cash flow information (note 15)

Page 6

ORLA MINING LTD.

Consolidated Statements of Changes in Equity

(Thousands of Canadian dollars)

	Common shares					Reserves
	Number of shares (thousands)		Amount			Share based payments reserve			Warrants reserve			Total			Accumulated Other Comprehensive Income			Retained earnings (deficit)			Total
Balance at January 1, 2018		160,441	$	174,436		$	5,062		$	14,114		$	19,176		$	(8,657	)	$	(24,471	)	$	160,484
Private placement		17,581		27,803			—			2,964			2,964			—			—			30,767
Share issue costs		—		(1,777	)		—			—			—			—			—			(1,777	)
Shares issued for debt settlement		148		207			—			—			—			—			—			207
Exercise of stock options		657		249			(113	)		—			(113	)		—			—			136
Exercise of warrants		488		159			—			(52	)		(52	)		—			—			107
Share based payments		—		—			3,985			—			3,985			—			—			3,985
Loss for the year		—		—			—			—			—			—			(29,913	)		(29,913	)
Other comprehensive income		—		—			—			—			—			13,454			—			13,454
Balance at December 31, 2018		179,315	$	201,077		$	8,934		$	17,026		$	25,960		$	4,797		$	(54,384	)	$	177,450

Balance at January 1, 2019		179,315	$	201,077		$	8,934		$	17,026		$	25,960		$	4,797		$	(54,384	)	$	177,450
Shares issued for property payments		59		65			—			—			—			—			—			65
Warrants exercised		6,167		5,865			—			(2,042	)		(2,042	)		—			—			3,823
Warrants issued July 2019 (note 12(c))		—		(1,940	)		—			1,940			1,940			—			—			—
Warrants issued December 2019 (note 9)		—		—			—			11,765			11,765			—			—			11,765
Options exercised		1,359		2,994			(1,413	)		—			(1,413	)		—			—			1,581
Share issue costs		—		(128	)		—			—			—			—			—			(128	)
RSUs redeemed		202		253			(253	)		—			(253	)		—			—			—
Share based payments		—		—			3,391			—			3,391			—			—			3,391
Loss for the year		—		—			—			—			—			—			(29,397	)		(29,397	)
Other comprehensive loss		—		—			—			—			—			(5,833	)		—			(5,833	)
Balance at December 31, 2019		187,102	$	208,186		$	10,659		$	28,689		$	39,348		$	(1,036	)	$	(83,781	)	$	162,717

The accompanying notes are an integral part of these consolidated financial statements.

Page 7

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

CORPORATE INFORMATION AND NATURE OF OPERATIONS

Orla Mining 5Ltd. was incorporated in Alberta in 2007 and was continued into British Columbia in 2010 and subsequently into Ontario under the Business Corporations Act (Ontario) in 2014. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries. The registered office of the Company is located at Suite 202, 595 Howe Street, Vancouver, Canada.

The Company is engaged in the acquisition, exploration, and development of mineral properties, and holds two gold projects – the Camino Rojo gold and silver project in Zacatecas State, Mexico, and the Cerro Quema gold project in Panama.

These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at December 31, 2019, the Company had not advanced any of its properties to commercial production and was not able to fund day-to-day activities through operating activities. The Company has received US$25 million of a US$125 million project loan facility in respect of the Camino Rojo project.

The Company’s continuation as a going concern is dependent upon successful results from our mineral exploration and development activities and our ability to attain profitable operations and generate cash or raise equity capital or borrowings sufficient to meet current and future obligations. We expect to fund operating costs of the Company over the next twelve months with cash on hand and with further loan advances and equity financings.

BASIS OF PREPARATION

(a)

Statement of compliance and basis of presentation

We have prepared these consolidated financial statements of the Company in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). These consolidated financial statements are presented in Canadian dollars. Currency figures in tables are presented in thousands of Canadian dollars, except per-share amounts.

On March 20, 2020, the Board of Directors approved these consolidated financial statements for issuance.

(b)

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. Where necessary, we have made adjustments to the financial statements of subsidiaries to bring their accounting policies in line with the accounting policies of the consolidated group. All intercompany transactions, balances, revenues, and expenses have been eliminated upon consolidation.

Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition or control and up to the effective date of disposition or loss of control. Control is achieved when the Company has power over the investee, is exposed to or has rights to variable returns from its involvement with an investee, and has the ability to affect those returns through its power over the investee.

Page 8

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Orla Mining Ltd. is the ultimate parent entity of the group. At December 31, 2019 and 2018, the principal subsidiaries of the Company, their geographic locations, and the ownership interests held by the Company, were as follows:

		Ownership
Name	Principal activity	Dec 31, 2019			Dec 31, 2018			Location
CR Acquisitions Ltd.	Holding company		100	%		100	%	Canada
Minerometalúrgica San Miguel S de RL de CV	Exploration		100	%		100	%	Mexico
Minera Camino Rojo SA de CV	Exploration		100	%		100	%	Mexico
Servicios Administrativos Camino Rojo SA de CV	Services provider		100	%		100	%	Mexico
Contrataciones Camino Rojo SA de CV	Services provider		100	%		100	%	Mexico
Minera Cerro Quema SA	Exploration		100	%		100	%	Panama
Aurum Exploration Inc.	Exploration		100	%		100	%	Panama
Monitor Gold Corporation	Exploration		100	%		100	%	USA

Subsequent to the reporting date, Servicios Administrativos Camino Rojo SA de CV and Contrataciones Camino Rojo SA de CV were dissolved, and their net assets were transferred to Minera Camino Rojo SA de CV.

(c)

Foreign currencies

(i)

Functional currency

The functional currencies of the Company and its subsidiaries, all of which are wholly owned, are as follows:

Orla Mining Ltd.	Canadian dollars
CR Acquisitions Ltd.	Canadian dollars
Minerometalúrgica San Miguel S de RL de CV	Mexican pesos
Minera Camino Rojo SA de CV	Mexican pesos
Contrataciones Camino Rojo SA de CV	Mexican pesos
Servicios Administrativos Camino Rojo SA de CV	Mexican pesos
Minera Cerro Quema SA	United States dollars
Aurum Exploration Inc.	United States dollars
Monitor Gold Corporation	United States dollars

(ii)

Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of each company at the exchange rates in effect on the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate in effect at the date of the transaction. Foreign currency differences are generally recognized in profit or loss.

(iii)

Translation of foreign operations

The assets and liabilities of foreign operations are translated into Canadian dollars at the official Bank of Canada exchange rates in effect on the reporting date. The results of operations of foreign operations are translated into Canadian dollars at the average exchange rates in effect during the reporting period. We recognize the foreign currency differences arising from translation in other comprehensive income within the translation reserve.

When we dispose of a foreign operation in its entirety, or partially such that we have lost control, we reclassify the cumulative amount in the translation reserve related to that foreign operation to profit or loss as part of the gain or loss on disposal.

Page 9

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

SIGNIFICANT ACCOUNTING POLICIES

We have applied the accounting policies set out below consistently to all periods presented in these financial statements.

The significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty arising in the preparation of these consolidated financial statements are discussed in note 4.

(a)

Financial instruments

(i)

Financial assets

We initially recognize financial assets when the Company becomes party to the contractual provisions of the instrument. Subsequent to initial recognition, we classify financial assets as measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”) after considering both our business model for managing the financial asset and the contractual cash flow characteristics of the financial asset.

A financial asset is measured at amortized cost if both of the following conditions are met:

the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVOCI if both of the following conditions are met:

the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

We may make an irrevocable election at initial recognition to carry at FVOCI particular investments in equity instruments that would otherwise be measured at FVTPL.

A financial asset is required to be measured at FVTPL unless it is measured at amortized cost or at FVOCI.

As an exception to the rules above, we may, at initial recognition, irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency (“accounting mismatch”) that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases.

If we change our business model for managing financial assets, we reclassify all affected financial assets on a prospective basis, without restating any previously recognized gains, losses or interest.

If the asset is reclassified to fair value, we determine the fair value at the reclassification date, and recognize in profit or loss any gain or loss arising from a difference between the previous carrying amount and fair value.

An embedded derivative is a component of a hybrid contract that also includes a non-derivative host, with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. A derivative that is attached to a financial instrument but is contractually transferable independently of that instrument, or has a different counterparty, is not an embedded derivative, and is treated as a separate financial instrument.

Upon initial recognition, we measure a financial asset at its fair value. However, we measure trade receivables that do not have a significant financing component at their transaction price. After initial recognition, we measure financial assets at amortized cost, FVOCI, or FVTPL.

Page 10

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Changes in fair value of a financial asset that is carried at FVTPL are recognized in profit or loss, and changes in fair value of a financial asset that is carried at FVOCI are recognized in other comprehensive income, unless it is part of a hedging relationship.

Gains or losses on a financial asset that is carried at FVTPL are recognized in profit or loss, and gains or losses on a financial asset that is carried at FVOCI are recognized in other comprehensive income, unless it is part of a hedging relationship. A gain or loss on a financial asset that is measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the asset is derecognized, impaired, amortized, or reclassified.

(ii)

Financial liabilities

We initially recognize financial liabilities when the Company becomes party to the contractual provisions of the instrument. At initial recognition, we measure each financial liability at its fair value. In the case of a financial liability not at FVTPL, we deduct transaction costs that are directly attributable to the issuance of the financial liability.

Subsequent to initial recognition, we classify and measure all financial liabilities at amortized cost using the effective interest method, except for financial liabilities at FVTPL.

We may, at initial recognition, irrevocably designate a financial liability as measured at FVTPL.

(iii)

Impairment

We recognize a loss allowance for expected credit losses on financial assets, based on expected credit losses.

(b)

Cash and cash equivalents

Cash and cash equivalents include cash on hand, demand deposits, and money market instruments, with maturities from the date of acquisition of 100 days or less, which are readily convertible to known amounts of cash and are subject to insignificant changes in value.

(c)

Restricted funds

Restricted funds consist of amounts lodged with government bodies or their designated banking institutions in support of mandated environmental, permitting, or employee retirement obligations.

(d)

Exploration and evaluation (“E&E”) expenditures

Exploration and evaluation expenditures include the search for mineral resources, the determination of technical feasibility, and assessment of the commercial viability of an identified mineral resource. Activities include acquisition of rights to explore; topographical, geological, geochemical and geophysical studies; exploratory drilling; trenching; sampling; and evaluation of the technical feasibility and commercial viability of extracting a mineral resource.

We capitalize E&E assets acquired in a business combination, and also the initial acquisition costs of an E&E asset which does not represent a business. We expense all other E&E expenditures, including non-refundable advance royalty payments.

Capitalized E&E assets are subsequently measured at cost less accumulated impairment.

At the end of the reporting period when the technical feasibility and economic viability of a project are demonstrable, funding is in place, and a positive development decision is made, we test E&E assets for impairment and transfer them to “Projects under development and construction”. We capitalize subsequent expenditures on the project.

We assess E&E assets for impairment when indicators and circumstances suggest that the carrying amount may exceed its recoverable amount. Typical indicators of impairment include:

Substantive expenditure or further exploration and evaluation activities is neither budgeted nor planned;

Page 11

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Title to the asset is compromised, has expired or is expected to expire;

Adverse changes in the taxation, regulatory or political environment;

Adverse changes in variables in commodity prices and markets making the project not viable; and

Adverse changes in the exchange rate for the currency of operation, making the project not viable.

If any such indication exists, we estimate the recoverable amount of the asset to determine the extent of the impairment. Where it is not possible to estimate the recoverable amount of an individual asset, we estimate the recoverable amount of the cash generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, we discount the estimated future cash flows to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the E&E asset. If we estimate the recoverable amount of an asset to be less than its carrying amount, we recognize an impairment loss in profit or loss for the period.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior years. We recognize reversals of impairment immediately in profit or loss.

(e)

Projects under development and construction

We capitalize costs directly related to development or construction projects to “Projects under development and construction” until the asset is available for use in the manner intended by us. These capitalized amounts are reduced by the proceeds from the sale of metals extracted prior to commercial production. Any costs incurred in testing the assets to determine if they are functioning as intended are also capitalized.

When assets are available for us in the manner intended by us, we transfer these assets included in “Projects under development and construction” to “Mineral properties” and “Plant and equipment” as appropriate.

Projects under development and construction are not depreciated.

(f)

Equipment

Equipment is initially recognized at cost. Cost includes purchase price, directly attributable costs, and the estimated present value of any future costs of decommissioning and removal. Equipment is carried at cost, net of accumulated depreciation and impairments. We depreciate equipment to their residual values on a straight-line basis over their estimated useful lives, typically as follows:

Equipment and office equipment	5 years
Vehicles	4 years
Computer hardware and software	3 years

(g)

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use (a “qualifying asset”) are capitalized as part of the cost of that asset. Borrowing costs consist of interest and other costs that we incur in connection with the borrowing of funds.

Where funds are borrowed specifically to finance a project, the amount capitalized represents the actual borrowing costs incurred, net of income generated from the temporary investment of such amounts. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings during the reporting period.

All other borrowing costs are recognized in profit or loss when incurred. Borrowing costs related to exploration and evaluation are expensed as incurred.

Page 12

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

No borrowing costs were capitalized during any of the periods presented.

(h)

Leases

At the inception of a contract, we assess whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, we consider whether:

the contract involves the use of an identified asset, either explicitly or implicitly, including consideration of supplier substitution rights;

we have the right to obtain substantially all the economic benefits from the use of the asset throughout the period of use; and

we have the right to direct the use of the asset.

We recognize a right-of-use ("ROU") asset which is initially measured based on the initial amount of the lease liability plus any initial direct costs incurred less any lease incentives received. We depreciate the ROU asset to the earlier of the end of the useful life or the lease term using either the straight-line or units-of-production method, depending on which method more accurately reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if we determine the Company is reasonably likely to exercise the option.

We initially measure the lease liability at the present value of the lease payments that are not yet paid as of the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. We then measure the lease liability at amortized cost using the effective interest method and remeasure it when there is a change in future lease payments.

(i)

Asset retirement and site closure obligations

We record an asset retirement and site closure obligation when a legal or constructive obligation exists as a result of past events and we can make a reliable estimate of the undiscounted future cash flows required to satisfy the asset retirement and site closure obligation. Such costs include decommissioning or dismantling plant and equipment, and reclamation, closure, and post-closure monitoring of the property.

The estimated future cash flows are discounted to a net present value using an applicable risk-free interest rate. We accrete the provision for asset retirement and site closure obligations over time to reflect the unwinding of the discount and charge the accretion expense to profit or loss for the period.

We remeasure the asset retirement and site closure obligation at the end of each reporting period for changes in estimates or circumstances, such as changes in legal or regulatory requirements, increased obligations arising from additional disturbance due to mining and exploration activities, changes to cost estimates, and changes to risk-free interest rates.

Asset retirement and site closure obligations related to E&E activities and properties are expensed upon initial recognition and subsequently. Asset retirement and site closure obligations relating to Projects under development and construction, and to mineral properties, are initially capitalized with a charge to the related mineral property. Changes to the obligation which arise as a result of changes in estimates and assumptions are also accounted for as changes in the carrying amounts of related mining property.

(j)

Provisions

We recognize provisions when (i) the Company has a present legal or constructive obligation as a result of a past event, (ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and (iii) we can make a reliable estimate of the amount of the obligation. Where we expect some or all of a provision to be reimbursed (for example, under an insurance contract), we recognize the reimbursement as a separate asset, but only when the reimbursement is virtually certain. We present the expense relating to each provision in profit or loss net of any reimbursements.

Page 13

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

If the effect of the time value of money is material, we discount the provision using a pre-tax discount rate that reflects the risks specific to the liability. The increase in the provision due to the passage of time is recognized as accretion expense in profit or loss.

(k)

Share based payments

(i)

Stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”)

The Company grants stock options, and awards RSUs and DSUs to employees, officers and directors from time to time. At the date of grant or award, we estimate the fair values of the stock options, RSUs and DSUs which will eventually vest. These estimated fair values are recognized as share-based compensation expense over the specific vesting periods, with a corresponding increase to reserves, a component of equity.

We determine the fair value of stock options using a Black-Scholes option pricing model with market-related inputs as of the date of grant. The fair value of RSUs and DSUs is the market value of the underlying shares as of the date of award. Stock option grants and RSU awards with several tranches of vesting are accounted for as separate awards with different vesting periods and fair values. We account for prospectively the changes to the estimated number of awards that will eventually vest.

(ii)

Bonus shares

The Company has issued bonus shares, some of which vest upon the completion of a specified period of service, and others of which vest upon the achievement of specific performance conditions, which performance conditions may or may not be market based. The fair value of the bonus shares is determined on the date of award.

For bonus shares which have only a service condition, the fair value is recognized in share- based compensation expense over the service period.

For bonus awards which have a performance condition, we estimate at the award date the length of the expected vesting period and recognize the fair value in share-based compensation expense over that expected vesting period. If the performance condition is a market condition, we do not subsequently revise the expected vesting period. However, if the performance condition is not a market condition, we revise our estimate of the length of the vesting period if subsequent information indicates such a revision is necessary.

(l)

Income taxes

Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or OCI.

(i)

Current tax

Current tax expense comprises the expected tax payable on taxable income for the year and any adjustment to income tax payable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any withholding tax arising from interest and dividends.

(ii)

Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination, and at the time of the transaction, affects neither the accounting profit nor taxable profit (tax loss);

temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that we are able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

Page 14

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

taxable temporary differences arising on the initial recognition of goodwill.

We recognize deferred tax assets for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits are considered based on the business plans for the individual taxable entity. We review deferred tax assets at each reporting date and reduce them when we consider it no longer probable that the related tax benefit will be realized. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to apply to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset only when there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity which are expected to reversed in the same period or in the carried back/forward period as the expected reversal of the deductible temporary difference.

(m)

Earnings (loss) per share

Basic earnings (loss) per share is based on profit (loss) attributable to common shareholders, divided by the weighted average number of common shares outstanding during the reporting period.

Diluted earnings (loss) per share is based on profit (loss) attributable to common shareholders, divided by the weighted average number of common shares outstanding during the reporting period after adjusting for the effects of all dilutive potential ordinary shares.

(n)

New accounting standards

(i)

IFRS 16 «Leases»

IFRS 16 supersedes IAS 17 «Leases», IFRIC 4 «Determining whether an Arrangement contains a Lease», SIC-15 «Operating Leases– Incentives» and SIC-27 «Evaluating the Substance of Transactions Involving the Legal Form of a Lease».

The new standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a very low value. Under the new standard, a lease becomes an on-balance sheet liability that attracts interest, together with a new right-of-use asset. In addition, lessees recognize a front-loaded pattern of expense for most leases, even when cash rental payments are constant.

Lessor accounting under IFRS 16 is substantially unchanged from IAS 17. IFRS 16 also requires lessees and lessors to make more extensive disclosures than under IAS 17.

The Company adopted IFRS 16 effective January 1, 2019. We did not have any material lease contracts prior to initial adoption. The adoption of IFRS 16 had no material impact on the financial position, results of operations, or cash flows of the Company.

SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

We review estimates and underlying assumptions on an ongoing basis. Revisions to estimates are recognized prospectively.

Page 15

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(a)

Functional currency

The functional currency for the parent entity and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency involves judgements to identify the primary economic environment. We reconsider the functional currency of each entity if there is a change in the underlying transactions, events and conditions which we used to determine the primary economic environment of that entity.

(b)

Exploration and evaluation expenditures

(c)

Title to mineral properties

(d)

Assessment of impairment indicators

We apply judgement in assessing whether indicators of impairment exist for our E&E assets which could result in a test for impairment. We consider internal and external factors, such as our rights to explore, planned expenditures on E&E activities, the technical results of our E&E activities, and the potential for viable operations, to determine whether there are any indicators of impairment or reversal of a previous impairment.

(e)

Income taxes and value added taxes

Our operations involve dealing with uncertainties and judgements in the application of complex tax regulations in multiple jurisdictions.

We recognize potential tax liabilities for uncertain tax positions and matters identified based on our judgement of whether, and the extent to which, additional taxes will be due. We adjust these liabilities after considering changing facts and circumstances. However, due to the complexity of some of these uncertainties, the ultimate outcome may result in a payment that is materially different from our estimate of the tax liabilities.

VAT receivables are generated on the purchase of supplies and services by our companies operating in Canada and Mexico. Timing and collection of VAT receivables is uncertain as VAT refund procedures in certain jurisdictions require a significant amount of documentation and follow-up. We are exposed to liquidity risk, credit risk and currency risk with respect to our VAT recoverable balances if tax authorities are unwilling to make payments in a timely manner pursuant to our refund filings.

Page 16

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

As we are a new filer, the timing of receipt of Mexican VAT is uncertain. Consequently, we have presented it as non-current.

(f)

Fair value measurement

Management uses valuation techniques in measuring the fair value of share options granted and restricted share units, deferred share units, and bonus shares awarded. Such valuation techniques are also used for estimating the fair value of the Newmont loan, which is interest free.

We determine the fair value of share based payments awarded using the Black Scholes option pricing model which requires us to make certain estimates, judgements, and assumptions in relation to the expected life of the share options, expected volatility, expected risk-free rate, and expected forfeiture rate.

Changes to these assumptions could have a material impact on the Company’s financial statements.

(g)

Site closure provisions

(h)

Deferred income taxes

Deferred tax assets and liabilities are determined based on differences between the financial statement values and tax values of assets, liabilities, loss carry forwards and other temporary differences. We make certain assumptions about such tax values, and about the future performance of the Company. We use judgement to determine the ability of the Company to utilize tax loss carry-forwards and other deferred tax assets.

Changes in economic conditions, metal prices and other factors could result in revisions to our estimates of the benefits to be realized, or the timing of those potential economic benefits.

Page 17

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

EQUIPMENT

	Right of use assets – buildings		Equipment			Office equipment			Computer equipment			Vehicles			Total
Cost
At January 1, 2018	$	—	$	272		$	13		$	98		$	27		$	410
Additions		—		127			29			78			—			234
Effect of movements in exchange rates		—		28			2			9			2			41
At December 31, 2018		—		427			44			185			29			685
Additions		116		4			5			10			—			135
Effect of movements in exchange rates		—		(9	)		(2	)		(1	)		(1	)		(13	)
At December 31, 2019	$	116	$	422		$	47		$	194		$	28		$	807

Accumulated depreciation
At January 1, 2018	$	—	$	119		$	7		$	46		$	4		$	176
Charged in the year		—		82			9			51			11			153
Effect of movements in exchange rates		—		6			1			4			1			12
At December 31, 2018		—		207			17			101			16			341
Charged in the year		9		65			4			23			2			103
Effect of movements in exchange rates		—		(7	)		—			—			—			(7	)
At December 31, 2019	$	9	$	265		$	21		$	124		$	18		$	437

Net book value
At December 31, 2018	$	—	$	220		$	27		$	84		$	13		$	344
At December 31, 2019	$	107	$	157		$	26		$	70		$	10		$	370

EXPLORATION AND EVALUATION

The Company’s exploration and evaluation projects consist of the Camino Rojo Project, the Cerro Quema Project, and the Monitor Gold Project.

(a)

Camino Rojo Project

The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S-SE of Newmont Corporation’s (“Newmont”) Peñasquito Mine, and consists of eight concessions covering approximately 206,000 hectares. In November 2017, we acquired the Camino Rojo Project, a gold and silver oxide heap leach project located in Zacatecas State, Mexico, from Goldcorp Inc. (now called Newmont Corporation) by:

issuing 31,860,141 common shares of Orla,

granting to Newmont a 2% net smelter royalty (the “Royalty”) on the sale of all metal production from Camino Rojo, and

paying certain obligations, including Mexican value-added taxes, of approximately $4,923,000.

We maintain a right of first refusal on the sale if Newmont elects to sell the Royalty, in whole or in part.

Page 18

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)

Cerro Quema Project

(c)

Monitor Gold Project

The Monitor Gold Project consists of three separate option agreements consisting of 422 claims covering 3,416 hectares in Nye County, Nevada, USA.

On January 24, 2018, we entered into an option agreement with Mountain Gold Claims LLC to acquire up to a 100% interest in 392 claims covering approximately 3,173 hectares. These claims are subject to a 3% net smelter returns royalty on specified minerals produced from these claims. We have the right to acquire, at any time, the first third of the royalty for US$1,000,000 and a second third for US$4,000,000. The agreement grants a 1% net smelter returns royalty to Mountain Gold Claims LLC on any claims owned by third parties that are acquired by the Company within a defined Area of Interest around the claims acquired under this agreement. We have the right to acquire one half of this royalty for US$4,000,000.

On March 21, 2018, we entered into an option agreement with King Solomon Gold LLC to acquire up to a 100% interest in 26 claims covering approximately 210 hectares. These claims are subject to a 2% net smelter returns royalty on specified minerals produced from these claims. We have the right to acquire, at any time, the first half of the royalty for US$1,000,000 and the second half for US$2,000,000.

On March 22, 2018, we entered into an option agreement with a subsidiary of Ely Gold Royalties Inc. to acquire up to a 100% interest in four claims covering approximately 32 hectares. These claims are subject to a 2.5% net smelter returns royalty on specified minerals produced from these claims. We have the right to acquire, at any time, 40% of the 2.5% royalty (ie, a 1% royalty, leaving a 1.5% royalty) for US$1,000,000.

To maintain the options, minimum payments and work commitments are required for each year to 2038. In 2019, these consisted of US$50,000 in share issuances, a US$20,000 in advance royalty payments, and US$30,000 in work commitments, all of which requirements were met by the Company. For 2020, these consist of US$40,000 in advance royalty payments, and US$75,000 in work commitments.

Page 19

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(d)

Exploration and evaluation assets

	Camino Rojo			Cerro Quema			Monitor Gold			Total
Acquisition costs at historical rates
At January 1, 2018	$	54,258		$	109,474		$	—		$	163,732
Additions		—			—			407			407
At December 31, 2018 and 2019	$	54,258		$	109,474		$	407		$	164,139

Accumulated foreign exchange on translation
At January 1, 2018	$	(2,470	)	$	(6,021	)	$	—		$	(8,491	)
Due to changes in exchange rates		4,615			8,997			22			13,634
At December 31, 2018		2,145			2,976			22			5,143
Due to changes in exchange rates		(487	)		(5,391	)		(21	)		(5,899	)
At December 31, 2019	$	1,658		$	(2,415	)	$	1		$	(756	)

Acquisition costs
At December 31, 2018	$	56,403		$	112,450		$	429		$	169,282
At December 31, 2019	$	55,916		$	107,059		$	408		$	163,383

(e)

Exploration and evaluation expense

Year ended December 31, 2019	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	203	$	50	$	—	$	—	$	253
Drilling		1,557		7		—		—		1,564
Geological		1,157		654		47		—		1,858
Engineering		2,451		20		—		—		2,471
Environmental		628		126		—		—		754
Community and government		661		473		—		—		1,134
Land, water use, and claims		5,676		111		213		—		6,000
Project management		917		—		—		—		917
Project review		—		—		—		153		153
Site activities		1,645		652		—		—		2,297
Site administration		795		1,639		4		—		2,438
	$	15,690	$	3,732	$	264	$	153	$	19,839

Page 20

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Year ended December 31, 2018	Camino Rojo		Cerro Quema		Monitor Gold		Other		Total
Assays and analysis	$	551	$	877	$	57	$	—	$	1,485
Drilling		1,525		1,482		—		—		3,007
Geological		1,289		2,079		407		—		3,775
Engineering		364		144		—		—		508
Environmental		247		40		—		—		287
Community and government		192		710		—		—		902
Land, water use, and claims		4,875		5		99		—		4,979
Project management		338		13		—		—		351
Project review		—		—		—		141		141
Site activities		1,472		1,914		92		—		3,478
Site administration		741		2,434		—		—		3,175
Recognition of reclamation obligation		300		445		—		—		745
	$	11,894	$	10,143	$	655	$	141	$	22,833

VALUE ADDED TAXES RECOVERABLE

Our Mexican entities pay value-added taxes (called “IVA” in Mexico) on certain goods and services we purchase. We also paid IVA in the equivalent of $4,923,000 on the initial acquisition of the Camino Rojo project, which is classified within exploration and evaluation assets as part of acquisition cost (note 6(a) and 6(d)).

TRADE AND OTHER PAYABLES

	December 31, 2019		December 31, 2018
Trade payables	$	639	$	1,341
Payroll related liabilities		270		402
Lease obligations – current		31		—
Interest payable on Camino Rojo project loan		102		—
	$	1,042	$	1,743

CAMINO ROJO PROJECT LOAN

In December 2019, the Company entered into a loan agreement with Trinity Capital Partners Corporation (“Trinity Capital”) and certain other lenders with respect to a credit debt facility of US$125 million for the development of the Camino Rojo Oxide Gold Project (the “Credit Facility”). The Credit Facility was arranged by Trinity Capital and includes a syndicate of lenders led by Agnico Eagle Mines Limited (“Agnico Eagle”), Pierre Lassonde, and Trinity Capital.

The Credit Facility provides a total of US$125 million to the Company, available in three tranches. The first tranche of US$25 million was drawn down by the Company on December 18, 2019 upon execution of the definitive loan documentation. Tranches 2 and 3 provide US$50 million each, available for drawdown after satisfaction of conditions precedent, including the receipt of certain key permits required for the development of the Camino Rojo project.

Page 21

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

The Credit Facility is denominated in United States dollars, and bears interest at 8.80% per annum, payable quarterly commencing March 31, 2020, and is secured by all the assets of the Camino Rojo Project and the fixed assets of the Cerro Quema Project. The principal amount is due upon maturity at December 18, 2024, with no scheduled principal payments prior to maturity. The Company may prepay the loan, in full or in part, at any time during the term without penalty, by using cash flow from operations. The Credit Facility does not impose on the Company any mandatory requirements of hedging, production payments, offtake, streams, or royalties.

On December 18, 2019, the Company issued 32.5 million common share purchase warrants, with an exercise price of C$3.00 per warrant and an expiry date of December 18, 2026, to the lenders. At issuance date, we estimated the fair value of these warrants at $11,765,000 using a Black Scholes option pricing model with the following assumptions – risk-free interest rate of 1.65%, an expected life of 7 years, an expected volatility of 35%, and an expected dividend yield of nil. We treated this as an initial transaction cost of the Credit Facility, and accordingly, we charged this to the loan obligation, with an offsetting credit to reserves.

	2019						2018
	US dollars (thousands)			Canadian dollars (thousands)			US dollars (thousands)		Canadian dollars (thousands)
Balance, January 1	$	—		$	—		$	—	$	—
Amounts drawn down during the year		25,000			32,470			—		—
Cash transaction costs		(3,158	)		(4,147	)		—		—
Warrants issued to the lenders		(8,968	)		(11,765	)		—		—
Amortization of the transaction costs		86			112			—		—
Foreign exchange		—			163			—		—
Balance, December 31	$	12,960		$	16,833		$	—	$	—

10.

NEWMONT LOAN

Newmont agreed to provide interest-free loans to the Company for all the annual landholding costs on the Camino Rojo project from November 7, 2017 until December 31, 2019. The loans are to be repaid upon declaration of commencement of commercial production of a heap leach operation at the Camino Rojo Project. No further advances in respect of this loan are planned or expected.

At our option, we may repay any amounts owing to Newmont, prior to maturity, in the form of (a) a lump sum cash payment, (b) the issuance of additional common shares of the Company, or (c) a combination of cash and shares, all provided that any issuance of common shares does not result in Newmont holding more than 19.99% of the issued and outstanding number of common shares of the Company.

Because the loan is non-interest bearing, for accounting purposes at date of each advance, we discount the expected payments using a risk-adjusted discount rate and estimated repayment date. A rate of 14.6% was used for the advance received during 2019 (2018 – 15.4%). Amounts received in excess of fair value on the date of the advances are credited to exploration expense.

Page 22

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

	2019								2018
	Mexican pesos (000’s)		Mexican pesos (000’s) Discounted			Canadian dollars (000’s)			Mexican pesos (000’s)		Mexican pesos (000’s) Discounted			Canadian dollars (000’s)
Balance, beginning of year		121,865		87,917		$	6,103			—		—		$	—
Advances received		97,601		97,601			6,742			121,865		121,865			8,204
Advances received in excess of fair value		—		(24,704	)		(1,707	)		—		(41,445	)		(2,790	)
Accretion during the year		—		21,886			1,473			—		7,497			505
Foreign exchange		—		—			(38	)		—		—			184
Balance, end of year		219,466		182,700		$	12,573			121,865		87,917		$	6,103

11.

SITE CLOSURE PROVISIONS

	Camino Rojo Project		Cerro Quema Project		Total
At December 31, 2018	$	300	$	445	$	745
At December 31, 2019	$	303	$	445	$	748

Site closure provisions represent the present value of rehabilitation costs of exploration properties, and decommissioning costs of mine sites and related plant and equipment. The closure provisions were estimated in US dollars, and the major estimates and assumptions we used in estimating these provisions include:

Years ended December 31, 2019 and 2018	Camino Rojo Project			Cerro Quema Project
Estimated settlement dates		2029 to 2033			2030 to 2032
Undiscounted risk-adjusted cash flows	$	327		$	491
US dollar inflation rate		2.1	%		2.1	%
US dollar discount rate		3.0	%		3.0	%

12.

SHARE CAPITAL

(a)

Authorized share capital

The Company’s authorized share capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.

(b)

Issued share capital

In 2019, we issued 58,895 common shares, valued at $65,000, pursuant to the Monitor Gold option agreements (2018 – nil).

During 2019, we issued 6,167,500 common shares (2018 – 487,500) upon the exercise of warrants, for gross proceeds of $3,823,000 (2018 – $107,250).

During 2019, we issued 1,358,491 common shares (2018 – 657,000) upon the exercise of stock options, for gross proceeds of $1,581,000 (2018 – $136,000).

Page 23

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

During 2019, we issued 202,667 common shares (2018 – nil) upon the vesting of RSUs (note 13(b)).

(c)

Warrants

During 2019, we announced an Early Warrant Exercise Incentive Program, the purpose of which was to encourage the early exercise of the Company’s warrants which are scheduled to expire on July 8, 2021 (the “July 2021 warrants”). Under the incentive program, holders of such warrants were entitled to receive one full new warrant (the "Incentive Warrant") if they exercised their July 2021 warrants prior to July 12, 2019. Each Incentive Warrant is exercisable into one common share of the Company at a price of $1.65 expiring June 12, 2022. Pursuant to this program, the Company issued 5,842,500 Incentive Warrants upon the exercise of the same number of July 2021 warrants.

The following summarizes information about warrants outstanding during 2019:

Expiry date	Exercise price		December 31, 2018		Issued		Exercised			Expired or Cancelled		December 31, 2019
February 15, 2021	$	2.35		8,790,600		—		—			—		8,790,600
July 8, 2021	$	0.62		6,737,500		—		(6,167,500	)		—		570,000
June 12, 2022	$	1.65		—		5,842,500		—			—		5,842,500
November 7, 2022	$	1.40		3,000,000		—		—			—		3,000,000
December 18, 2026	$	3.00		—		32,500,000		—			—		32,500,000
Total number of warrants				18,528,100		38,342,500		(6,167,500	)		—		50,703,100

Weighted average exercise price			$	1.57	$	2.79	$	0.62		$	—	$	2.61

The following summarizes information about warrants outstanding during 2018:

Expiry date	Exercise price		December 31, 2017		Issued		Exercised			Expired or Cancelled			December 31, 2018
February 15, 2018	$	0.10		375,000		—		(375,000	)		—			—
October 13, 2018	$	1.75		865,668		—		—			(865,668	)		—
December 6, 2018	$	2.00		5,825,160		—		—			(5,825,160	)		—
February 15, 2021	$	2.35		—		8,790,600		—			—			8,790,600
July 8, 2021	$	0.62		6,850,000		—		(112,500	)		—			6,737,500
November 7, 2022	$	1.40		3,000,000		—		—			—			3,000,000
Total number of warrants				16,915,828		8,790,600		(487,500	)		(6,690,828	)		18,528,100

Weighted average exercise price			$	1.28	$	2.35	$	0.22		$	1.97		$	1.57

Page 24

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

13.

SHARE-BASED PAYMENTS

The Company has four different forms of share-based payments for eligible recipients – stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), and bonus shares.

	Year ended December 31
Share based payments expense	2019		2018
Stock options (note 13(a))	$	1,901	$	3,189
Restricted share units (note 13(b))		554		243
Deferred share units (note 0)		366		227
Bonus shares (note 13(d))		570		326
Share based payments expense	$	3,391	$	3,985

(a)

Stock options

The purpose of the Company’s rolling stock option plan is to better align the interests of the officers, directors, employees, and consultants with those of the Company’s shareholders by linking a portion of their compensation to the Company’s performance. It also enables the Company to attract, retain and motivate experienced and qualified individuals in those positions by providing them with the opportunity to acquire common shares of the Company through the exercise of stock options. Specific details of the plan are available in our annual proxy information circular, but in general, the terms of the plan are as follows:

The plan is administered by a committee of the Board of Directors of the Company.

The number of stock options, RSUs, and DSUs outstanding at any time cannot exceed 10% of the then-outstanding number of common shares.

Grants with exercise price less than market are not permitted.

Expiry date may not exceed ten years from the date of grant.

Stock options granted by the Company typically have a five-year life, with one third each vesting on grant date, and one year and two years after grant date.

	2019					2018
Stock options outstanding	Number			Weighted average exercise price		Number			Weighted average exercise price
Beginning of year		9,124,005		$	1.23		6,276,748		$	1.13
Granted		2,199,322			1.08		3,841,505			1.26
Exercised		(1,358,491	)		1.16		(657,000	)		0.21
Expired or forfeited		(47,500	)		1.48		(337,248	)		1.77
End of year		9,917,336		$	1.20		9,124,005		$	1.23

Vested, end of year		7,229,622		$	1.22		5,426,005		$	1.17

Page 25

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

The grant date fair value of options granted during 2019 and 2018 were determined using a Black Scholes option pricing model with the following weighted average assumptions:

	2019			2018
Number granted		2,199,322			3,841,505
Grant date fair value	$	1,049		$	2,202
Weighted average of assumptions used:
Expected volatility		49	%		50	%
Expected life		5 years			5 years
Canadian dollar risk free interest rate		1.5	%		2.1	%
Dividends		nil			nil

The stock options outstanding at December 31, 2019, were as follows:

Expiry date	Exercise price ($)		Remaining life (years)		Number		Number vested
November 27, 2020		0.15		0.9		550,000		550,000
December 3, 2020		0.81		0.9		76,000		76,000
June 23, 2022		1.39		2.5		3,465,000		3,465,000
May 31, 2023		1.25		3.4		1,050,000		700,000
June 27, 2023		1.25		3.5		1,427,014		938,848
September 10, 2023		1.25		3.7		150,000		100,000
November 13, 2023		1.30		3.9		1,000,000		666,667
March 29, 2024		1.06		4.2		1,978,660		659,553
May 15, 2024		1.00		4.4		117,450		39,150
August 13, 2024		1.65		4.6		103,212		34,404
Total number of stock options						9,917,336		7,229,622

Subsequent to the reporting period, 110,000 stock options were exercised, for gross proceeds to the Company of $143,000.

(b)

Restricted Share Units

On June 27, 2018, the Board approved a Restricted Share Unit (“RSU”) Plan. RSU’s are awarded to key employees. The purpose of the RSU Plan is to help retain key employees by permitting them to participate in the growth and development of the Company by awarding them common shares of the Company after completion of a specified service period. The acquisition of shares in the Company under the RSU Plan will better align their interests with the long-term interests of the shareholders of the Company. Specific details of the plan are available in our annual proxy information circular, but in general, the terms of the plan are as follows:

The Board of Directors sets the terms of incentive awards under the RSU Plan.

The maximum number of common shares available for issuance under the RSU Plan is 3,000,000.

The Company has the sole discretion whether to settle vested RSUs by issuing common shares or cash.

RSUs awarded by the Company typically vest one-third each one, two, and three years after award date.

Page 26

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Number of RSUs outstanding:

	2019			2018
Outstanding, January 1		368,000			—
Awarded		849,639			368,000
Vested and settled		(202,667	)		(120,000	)
Vested but not yet settled at reporting date		—			120,000
Outstanding, December 31		1,014,972			368,000

Number of RSUs outstanding:

			Number vesting in the year
	Total		2019		2020		2021		2022
Outstanding, December 31, 2018		368,000		202,667		82,667		82,666		—
Outstanding, December 31, 2019		1,014,972		—		365,881		365,880		283,211

RSUs are valued based on the closing price of the Company’s common shares immediately prior to award.

(c)

Deferred Share Units

On June 27, 2018, the Board approved a Deferred Share Unit (“DSU”) Plan. DSU’s are awarded to directors of the Company. The purpose of the DSU Plan is to strengthen the alignment of interests between directors and shareholders by linking a portion of annual director compensation to the future value of the Company’s common shares, in lieu of cash compensation.

The Board of Directors sets the terms of incentive awards under the DSU Plan.

DSU awards vest immediately upon award. However, DSUs can only be redeemed when the DSU holder ceases to be a director of the Company.

The maximum number of common shares available for issuance under the DSU Plan is 2,000,000.

The Company has the sole discretion whether to settle vested DSUs by issuing common shares or cash.

Number of DSUs outstanding:

	2019		2018
Outstanding, January 1		180,000		—
Awarded and vested immediately		328,780		180,000
Settled		—		—
Outstanding, December 31		508,780		180,000

Of which, number of DSUs vested at December 31		508,780		180,000

DSUs are valued based on the closing price of the Company’s common shares immediately prior to award.

(d)

Bonus shares

We estimated the fair value of the bonus shares ($1.31 each) based on the market price of the common shares at the date of Board approval. Accordingly, the amount of $655,000 is being recognized on a straight line basis over the Eligibility Period.

Page 27

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Subsequent to the December 31, 2019, the first tranche of these bonus shares achieved its vesting conditions.

14.

RELATED PARTY TRANSACTIONS

The Company’s related parties include:

Related party

Nature of the relationship

Key management personnel

Key management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and members of the Board of Directors of the Company.

Quantum Advisory Partners LLP (“Quantum”)

Registered limited liability partnership, of which Paul Robertson, the former Chief Financial Officer of the Company, is an incorporated partner.

The Company did not employ Mr. Robertson directly, and his services as Chief Financial Officer were provided pursuant to a professional services agreement with Quantum.

Besides providing the services of Mr. Robertson, Quantum provided bookkeeping and accounting services to the Company at agreed monthly quantities and rates, with additional charges for excess usage. Pricing was at normal commercial terms, with prices negotiated annually.

Quantum ceased to be a related party on April 30, 2018.

(a)

Key Management Personnel

Compensation to key management personnel was as follows:

	Year ended December 31
	2019		2018
Short term incentive plans
Salaries, management services, and consulting fees	$	1,242	$	1,106
Directors’ fees		211		169
		1,453		1,275
Termination benefits		375		550
Share based payments		2,745		3,132
Total	$	4,573	$	4,957

We did not include in the above totals for 2018 an amount of $75,000 paid to Quantum for short term incentive compensation to Mr. Robertson because this amount was declared and paid subsequent to Quantum ceasing to be a related party; however, this amount is in respect of services rendered while Quantum was a related party.

Page 28

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)

Transactions

The following related party transactions are included in compensation to key management personnel, above.

	Year ended December 31
	2019		2018
Quantum Advisory Partners LLP – management services	$	—	$	71

The Company had no other material transactions with related parties other than key management personnel during the years ended December 31, 2019 and 2018.

(c)

Outstanding balances at the Reporting Date

At December 31, 2019, estimated accrued short term incentive compensation totaled $700,000 and was included in accrued liabilities (December 31, 2018 – $324,000).

15.

SUPPLEMENTAL CASH FLOW INFORMATION

The non-cash investing and financing activities of the Company include the following:

	2019		2018
Financing activities
Shares issued for debt settlement		—		207
Stock options exercised, credited to share capital with an offset to reserves		1,413		113
Common shares issued upon maturity of RSUs, credited to share capital with an offset to reserves		253		—
Warrants exercised, credited to share capital with an offset to reserves		2,042		52
Warrants issued for transaction costs, charged to project loan with an offset to reserves		11,765		—

Investing activities
Initial recognition of right of use asset with an offset to lease obligation		106		—

16.

SEGMENT INFORMATION

(a)

Reportable segments

None of these segments as yet generate revenue from external customers, and each of the projects are focused on the exploration and evaluation of mineral properties.

Page 29

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)

Geographic segments

We conduct our activities in four geographic areas: Mexico, Panama, the United States, and Canada.

	Mexico		Panama		USA		Canada		Total
At December 31, 2019
Equipment	$	182	$	62	$	—	$	126	$	370
Exploration and evaluation assets		55,916		107,059		408		—		163,383

	Mexico		Panama		USA		Canada		Total
At December 31, 2018
Equipment	$	193	$	117	$	—	$	34	$	344
Exploration and evaluation assets		56,403		112,450		429		—		169,282

17.

CAPITAL MANAGEMENT

There were no changes to our policy for capital management during the year.

We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the Company’s capital structure, we may issue new shares, take on additional debt, acquire or dispose of assets, or adjust the amount of cash and short-term investments. In order to maximize ongoing development efforts, we do not currently pay dividends.

We have entered into a Project Finance Facility (note 9) pursuant to which we have drawn US$25 million of a total available US$125 million. The Project Finance Facility requires us to maintain a minimum working capital of US$5 million.

Page 30

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

18.

FINANCIAL INSTRUMENTS

(a)

Fair value hierarchy

To provide an indication of the reliability of the inputs used in determining fair value, we classify our financial instruments into the three levels prescribed by the accounting standards.

Level 1		The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted (unadjusted) market prices as at the reporting date. The quoted market price used for financial assets held by the Company is the closing trading price on the reporting date. Such instruments are included in Level 1.

Level 2		The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, we include that instrument in Level 2.

Level 3		If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. We have no financial assets or liabilities included in Level 3 of the hierarchy.

At December 31, 2019, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Approximate fair value due to short term nature of the instrument		Fair value
Financial assets
Cash and cash equivalents	FVTPL	$	30,009	$	30,009	$	—	$	—	$	—	$	30,009
Accounts receivable	Amortized cost		24		—		—		—		24		24
Restricted funds	Amortized cost		662		—		662		—		—		662
		$	30,695		30,009	$	662	$	—	$	24	$	30,695

Financial liabilities
Trade payables	Amortized cost	$	639	$	—	$	—	$	—	$	639	$	639
Lease obligation	Amortized cost		88		—		—		—		88		88
Camino Rojo project loan	Amortized cost		16,833		—		16,833		—		—		16,833
Newmont loan	Amortized cost		12,573		—		12,573		—		—		12,573
		$	30,133	$	—	$	29,406	$	—	$	727	$	30,133

Page 31

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

At December 31, 2018, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Approximate fair value due to short term nature of the instrument		Fair value
Financial assets
Cash and cash equivalents	FVTPL	$	16,686	$	16,686	$	—	$	—	$	—	$	16,686
Accounts receivable	Amortized cost		385		—		—		—		385		385
Restricted funds	Amortized cost		205		—		205		—		—		205
		$	17,276		16,686	$	205	$	—	$	385	$	17,276

Financial liabilities
Trade payables	Amortized cost	$	1,341	$	—	$	—	$	—	$	1,341	$	1,341
Newmont loan	Amortized cost		6,103		—		6,103		—		—		6,103
		$	7,444	$	—	$	6,103	$	—	$	1,341	$	7,444

Our policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. As at December 31, 2019, we had no financial assets or financial liabilities which we measured at fair value on a non-recurring basis.

(b)

Financial Risk Management

(i)

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to financial instruments fails to meet its contractual obligations. The Company’s exposure to credit risk is limited to cash and reclamation deposits.

Our cash is held at large Canadian financial institutions in interest bearing accounts. Our reclamation deposits are held with large banks in the countries where they have been lodged. We believe that the credit risk related to our cash and reclamation deposits is negligible.

The Company’s maximum exposure to credit risk is the carrying value of cash and reclamation deposits.

(ii)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities.

Page 32

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

At December 31, 2019, our financial liabilities had expected maturity dates as follows:

	Less than 3 months		Between 3 months and 1 year		Between 1 year and 3 years		More than 3 years		Total
Financial liabilities
Trade payables	$	639	$	—	$	—	$	—	$	639
Lease obligation		10		31		58		—		99
Camino Rojo project loan		—		—		—		32,470		32,470
Newmont loan		—		—		15,104		—		15,104
	$	649	$	31	$	15,162	$	32,470	$	48,312

We manage liquidity by anticipating and maintaining adequate cash balances to meet liabilities as they become due. We review cash forecasts on a regular basis to determine whether the Company will have sufficient cash to meet future working capital needs.

(iii)

Market risk

Market risk is the risk that the fair value of the Company’s financial instruments will fluctuate due to changes in market prices. The significant market risks to which the Company’s financial instruments are exposed are currency risk and interest rate risk.

(A)

Currency risk

The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars. We have not entered into any foreign currency contracts or similar arrangements to mitigate this risk.

Our financial instruments are held in Canadian dollars (“CAD”), US dollars (“USD”), and Mexican pesos (“MXN”). As such, our US- and Mexican-currency accounts and balances are subject to fluctuation against the Canadian dollar. Our financial instruments were denominated in the following currencies as at December 31, 2019:

	Canadian dollars (thousands)			US dollars (thousands)			Mexican pesos (thousands)
Cash	$	1,248		$	22,068		$	1,426
Accounts receivable		—			2			317
Restricted funds		69			456			—
Trade payables		(448	)		(15	)		(2,493	)
Lease obligations		(88	)		—			—
Camino Rojo project loan		—			(8,646	)		—
Newmont loan		—			—			(182,700	)
Total foreign currency		781			13,865			(183,450	)
Exchange rate		1.0000			1.2988			0.0688
Equivalent Canadian dollars	$	781		$	18,008		$	(12,625	)

Page 33

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Based on the above net exposures as at December 31, 2018, and assuming that all other variables remain constant:

a 10% appreciation of the US dollar against the Canadian dollar would decrease loss by $1,861,000 and

	·	a 10% appreciation of the Mexican peso against the Canadian dollar would increase loss by $2,958,000.

(B)

Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our cash and our reclamation deposits are held mainly in saving accounts and term deposits and therefore there is currently minimal interest rate risk. Because of the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values compared to carrying value.

The Company’s interest rate risk arises principally from the changes in interest rates related to term deposits where our cash and reclamation deposits are held, as the Camino Rojo project loan has a fixed interest rate of 8.80% and the Newmont loan bears no interest.

A one percent increase in interest rates would result in a decrease of approximately $218,000 to the Company’s loss for the year ended December 31, 2019.

19.

INCOME TAXES

(a)

Tax amounts recognized in profit or loss

		2019		2018
Current tax expense	$	—	$	—
Deferred tax expense		—		—
Tax expense	$	—	$	—

(b)

Reconciliation of effective tax rate

Income tax expense differs from the amount that would be computed by applying the applicable Canadian statutory income tax rate to income before income taxes. The significant reasons for the differences are as follows:

	2019			2018
Income (loss) before tax	$	(29,397	)	$	(29,913	)
Statutory income tax rate		26.6	%		27.0	%

Expected income tax	$	(7,820	)	$	(8,077	)
Differences between Canadian and foreign tax rates		(499	)		(174	)
Items not deductible for tax purposes		304			226
Share based compensation		902			1,076
Change in unrecognized deductible temporary differences		6,651			6,954
Effect of changes in tax rates from prior years		206			—
Effect of changes in foreign exchange rates		262			—
Other		(6	)		(5	)
Total income taxes		—			—

Effective tax rate		n/a			n/a

In 2019, the statutory income tax rate applicable to the Canadian parent entity decreased to 26.6% (2018 – 27.0%).

Page 34

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(c)

Unrecognized deductible temporary differences

We recognize tax benefits on losses or other deductible amounts generated in countries where the probable criteria for the recognition of deferred tax assets has been met. The Company’s unrecognized deductible temporary differences for which no deferred tax asset is recognized consist of the following amounts.

	December 31
	2019		2018
Mineral properties and exploration expenditures	$	60,333	$	42,972
Equipment		2,437		2,339
Site closure provisions		748		745
Share issue costs		906		2,921
Non capital losses		45,656		37,099
Unrecognized deductible temporary differences	$	110,080	$	86,076

(d)

Tax loss carryforwards

Our tax losses have the following expiry dates.

	Tax losses	December 31
	expire in years	2019		2018
Canada	2026 to 2039	$	39,986	$	33,329
Mexico	2027 to 2029		565		227
Panama	2021 to 2024		4,120		2,782
United States	indefinite		984		761

20.

COMMITMENTS AND CONTINGENCIES

(a)

Commitments

In December 2019, the Company received approval from the Mexican federal environment department granting the Change of Land Use permit ("Cambio de Uso de Suelo"), one of the two key permits required for the development of the Camino Rojo Oxide Gold Project, upon payment of a prescribed fee. At December 31, 2019, the Company had committed to making the prescribed payment of $3,067,000. The payment was made subsequent to the reporting period and the permit was formally granted.

The Company is committed to making severance payments amounting to approximately $2,550,000 (December 31, 2018 – $3,225,000) to certain officers and management in the event of a change in control. As the likelihood of these events taking place is not determinable, such amounts are not reflected in these consolidated financial statements.

(b)

Litigation

Page 35

Exhibit 99.40

March 06, 2020

510 Burrard St, 3rd Floor

Vancouver BC, V6C 3B9

www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: ORLA MINING LTD.

Dear Sir/Madam:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

Meeting Type :	Annual General and Special Meeting
Record Date for Notice of Meeting :	April 02, 2020
Record Date for Voting (if applicable) :	April 02, 2020
Beneficial Ownership Determination Date :	April 02, 2020
Meeting Date :	May 13, 2020
Meeting Location (if available) :	Vancouver, BC
Issuer sending proxy related materials directly to NOBO:	No
Issuer paying for delivery to OBO:	No

Notice and Access (NAA) Requirements:
NAA for Beneficial Holders	No
NAA for Registered Holders	No

Voting Security Details:

Description	CUSIP Number	ISIN
COMMON SHARES	68634K106	CA68634K1066

Sincerely,

Computershare

Agent for ORLA MINING LTD.

Exhibit 99.41

FORM 62-103F1

REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS

State if the report is filed to amend information disclosed in an earlier report. Indicate the date of the report that is being amended.

This early warning report is being filed to update information disclosed in an early warning report filed by Agnico Eagle Mines Limited (“Agnico Eagle”) dated October 23, 2019.

Item 1 – Security and Reporting Issuer

1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

This report relates to the common shares (the "Common Shares") of:

Orla Mining Ltd. ("Orla")

595 Howe Street, Suite 202

Vancouver, British Columbia V6C 2T5.

1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

Not applicable.

Item 2 – Identity of the Acquiror

2.1

State the name and address of the acquiror.

Agnico Eagle Mines Limited

145 King Street East, Suite 400

Toronto, Ontario M5C 2Y7

Agnico Eagle is a senior gold mining company organized under the laws of the Province of Ontario.

2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On December 18, 2019, Agnico Eagle was issued 10,400,000 common share purchase warrants ("2026 Warrants") of Orla in connection with, and in consideration for the funding commitments provided by Agnico Eagle under, the loan agreement (the “Loan Agreement”) dated December 18, 2019 between, among others, Orla and Agnico Eagle (the "Issuance"). Each 2026 Warrant entitles the holder to acquire one Common Share at a price of C$3.00 at any time prior to 5:00 p.m. (Vancouver time) on December 18, 2026.

2.3

State the names of any joint actors.

Not applicable.

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Item 3 – Interest in Securities of the Reporting Issuer

3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s security holding percentage in the class of securities.

See Item 2.2 above.

Prior to the Issuance, Agnico Eagle owned 17,613,835 Common Shares and 870,250 common share purchase warrants of Orla entitling holders thereof to acquire one Common Share at a price of C$2.35 at any time prior to February 15, 2021 (the "2021 Warrants"), representing approximately 9.47% of the issued and outstanding Common Shares on a non-diluted basis and approximately 9.89% of the issued and outstanding Common Shares on a partially-diluted basis assuming exercise of the 2021 Warrants held by Agnico Eagle. Following the Issuance, Agnico Eagle owned 17,613,835 Common Shares, 870,250 2021 Warrants and 10,400,000 2026 Warrants, representing approximately 9.47% of the issued and outstanding Common Shares on a non-diluted basis and approximately 14.64% of the issued and outstanding Common Shares on a partially- diluted basis assuming exercise of the 2021 Warrants and the 2026 Warrants held by Agnico Eagle.

3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.

See Item 2.2 above.

3.3

If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

See Item 3.1 above.

3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which

(a) the acquiror, either alone or together with any joint actors, has ownership and control,

See Item 3.1 above.

(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

Not applicable.

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(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

Not applicable.

3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

Not applicable.

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

Not applicable.

3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.

See Item 2.2 above.

4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

See Item 2.2 above.

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4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Not applicable.

Item 5 – Purpose of the Transaction

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

(a)

the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

(b)

a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

(c)

a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

(d)

a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

(e)

a material change in the present capitalization or dividend policy of the reporting issuer;

(f)

a material change in the reporting issuer’s business or corporate structure;

(g)

a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

(h)

a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

(i)

the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

(j)

a solicitation of proxies from securityholders;

(k)

an action similar to any of those enumerated above.

Agnico Eagle acquired the Common Shares, 2021 Warrants and 2026 Warrants for investment purposes. Agnico Eagle may, from time to time, acquire additional Common Shares, common share purchase warrants or other securities of Orla or dispose of some or all of the Common Shares, common share purchase warrants or other securities of Orla that it owns at such time. Agnico Eagle currently has no other plans or intentions that relate to or would result in any of the actions listed in items (a) to (k) above, but depending on market conditions, general economic and industry conditions, trading prices of Orla's securities, Orla's business, financial condition and prospects and/or other relevant factors, Agnico Eagle may develop such plans or intentions in the future.

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

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Agnico Eagle and Orla are party to an Amended and Restated Investor Rights Agreement dated December 17, 2019 (the “Investor Rights Agreement”) pursuant to which Agnico Eagle was granted, among other things, the following rights: (a) the right to participate in certain equity financings and other equity issuances by Orla in order to acquire or maintain, as applicable, up to a 15% ownership interest in Orla (with such amount being subject to reduction in accordance with the Investor Rights Agreement); and (b) the right (which it has no present intention to exercise) to nominate one person to the board of directors of Orla. In addition, the Investor Rights Agreement: (i) provides Orla with the right, subject to certain conditions and exceptions, to designate a purchaser in the event Agnico Eagle, upon notice to Orla, wishes to sell more than 5% of the Common Shares in a single transaction (or series of related transactions); and (ii) subject to certain exceptions, requires Agnico Eagle, for a period of 18 months from October 18, 2019, to either vote its Common Shares in accordance with the recommendations of Orla’s management or board of directors or abstain from voting on such matters.

The Loan Agreement provides for certain restrictions on Agnico Eagle’s ability to transfer the 2026 Warrants until the loan commitments provided by Agnico Eagle thereunder have been satisfied.

Item 7 – Change in material fact

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

Not applicable.

Item 8 – Exemption

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 – Certification

I, as the acquiror, certify, or I, as the agent filing the report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

Date: January 7, 2020

(signed) Chris Vollmershausen
Name: Chris Vollmershausen
Title: Vice-President, Legal and Corporate Secretary

Exhibit 99.42

Form 45-106F1 Report of Exempt Distribution BCSC EDER Reference Number 9006152 ITEM 1 - REPORT TYPE 2019 12 30 Amended report If amended, provide filing date of report that is being amended (YYYY-MM-DD) ITEM 2 - PARTY CERTIFYING THE REPORT Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106. Investment fund issuer Issuer (other than an investment fund) Underwriter ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS Provide the following information about the issuer, or if the issuer is an investment fund, about the fund. Full legal name Orla Mining Ltd. Previous full legal name If the issuer’s name changed in the last 12 months, provide most recent previous legal name. Website http://www.orlamining.com/(if applicable) If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”. Legal entity identifier If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.

2 1 2 2 2 1 0 0 0 2 5 6 1 9

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ITEM 6 - INVESTMENT FUND ISSUER INFORMATION If the issuer is an investment fund, provide the following information. Investment fund manager information Full legal name Firm NRD number(if applicable) If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager. Province/State Postal code/Zip code Website (if applicable) Municipality Country Telephone number Type of investment fund Type of investment fund that most accurately identifies the issuer (select only one) . Money marketEquityFixed incomeBalanced Alternative strategies Cryptoasset Other (describe) Indicate whether one or both of the following apply to the investment fund . Invests primarily in other investment fund issuers Is a UCITs Fund¹ ¹ Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state. Date of formation and financial year-end of the investment fund Date of formationFinancial year-end YYYYMMDDMMDD Reporting issuer status of the investment fund Is the investment fund a reporting issuer in any jurisdication of Canada?NoYes If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer. Public listing status of the investment fund If the investment fund has a CUSIP number, provide below (first 6 digits only) If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system. Exchange name Net asset value (NAV) of the investment fund Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $). $0 to under $5M$5M to under $25M$25M to under $100M YYYYMMDD

2019 12 18 2019 12 18 Canadian $ Security code CUSIP number (if applicable) Description of security Number of securities Single or lowest price Highest price Total amount W N T Warrants. 32,500,000.00 0.0000 0.0000 0.00 Convertible / exchangeable security code Underlying security code Exercise price (Canadian $) Expiry date (YYYY-MM-DD) Conversion ratio Describe other items (if applicable) Lowest Highest W N T C M S 3.0000 2026-12-18 1:1 Province or country Exemption relied on Number of unique²ª purchasers Total amount (Canadian $) Alberta NI 45-106 2.3 [Accredited investor] 3 0.00 Barbados NI 45-106 2.3 [Accredited investor] 1 0.00 British Columbia NI 45-106 2.3 [Accredited investor] 4 0.00 Bermuda NI 45-106 2.3 [Accredited investor] 1 0.00 Ontario NI 45-106 2.3 [Accredited investor] 17 0.00 United States Distributions to purchasers outside of local jurisdiction (BC, AB, NB) 3 0.00 Total dollar amount of securities distributed 0.00 Total number of unique purchasers²ᵇ 29

Province or country Net proceeds (Canadian $) Total net proceeds to the investment fund Description Date of document or other material (YYYY-MM-DD) Previously filed with or delivered to regulator? (Y/N) Date previously filed or delivered (YYYY-MM-DD)

Province/State Postal code/Zip code Telephone number Security code 1 Security code 2 Security code 3

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Chief Financial Officer 6045641852 Email address Date etienne.morin@orlamining.com /s/ "Etienne Morin" 2019 12 30 Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10. Same as individual certifying the report Full legal name Orla Mining Ltd. Morin Etienne Family nameFirst given nameSecondary given names Email address Telephone number

Notice - Collection and use of personal information The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form. The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested. By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada: has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedules 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and has authorized the indirect collection of the information by the securities regulatory authority or regulator.

Exhibit 99.43

AMENDED MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102

This material change report amends and updates the material change report filed on October 29, 2019.

Item 1

Name and Address of Company

Orla Mining Ltd. (the “Company”)

Suite 202 - 595 Howe Street
Vancouver, British Columbia
V6C 2T5

Item 2

Date of Material Change

October 20, 2019, as updated December 18, 2019.

Item 3

News Release

News releases with respect to the material change referred to in this report were disseminated by the Company on October 21, 2019 and December 18, 2019 through Newswire and subsequently filed on SEDAR.

Item 4

Summary of Material Change

On October 20, 2019, the Company entered into a commitment letter (the “Commitment Letter”) with Trinity Capital Partners Corporation (“Trinity Capital”) with respect to a secured project finance facility of up to US$125 million (“Facility”) for the development of the Camino Rojo Oxide Gold Project located in Zacatecas, Mexico (the “Camino Rojo Project”). On December 18, 2019, the Company entered into a loan agreement with Trinity Capital and certain other lenders with respect to the Facility. The Facility is being arranged by Trinity Capital and includes a syndicate of lenders led by Agnico Eagle Mines Limited (“Agnico Eagle”), Pierre Lassonde and Trinity Capital.

Concurrent with the closing of the Facility, the Board of Directors of Orla has approved the start of construction spending at Camino Rojo. Commencement of project construction has also been approved, subject to receipt of all required permits.

Orla also announced that the Company has received notification from the Mexican federal government environment department known as SEMARNAT, granting approval of the Change of Land Use permit (Cambio de Uso de Suelo or CUS/ETJ), one of the two key permits required for the development of Camino Rojo.

Item 5

Full Description of Material Change

On October 20, 2019, the Company entered into the Commitment Letter with Trinity Capital with respect to the Facility for the development of the Camino Rojo Project. On December 18, 2019, the Company entered into a loan agreement with Trinity Capital and certain other lenders with respect to the Facility. The Facility is being arranged by Trinity Capital and includes a syndicate of lenders led by Agnico Eagle, Pierre Lassonde and Trinity Capital.

The Facility provides Orla with US$125 million comprised of three tranches; an initial tranche of US$25 million, which Orla has requested to be drawn on closing, and two subsequent tranches of US$50 million each, available for drawdown after satisfaction of certain conditions precedent, including the receipt of key permits required for the development of Camino Rojo. The term of the Facility is five years and bears interest at 8.8% per annum.

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In connection with the closing of the Facility, Orla has issued 32.5 million common share purchase warrants to the lenders, with a seven year term and an exercise price of C$3.00 per warrant.

Key terms of the Facility include:

Term of 5.0 years.

Principal repayment at maturity with no scheduled amortization: the Company can prepay the loan, in full or in part, at any time during the term, without penalty, with cash flow from operations.

No mandatory hedging, production payments, offtake, streams or royalties are required.

Multilateral Instrument 61-101

Mr. Chuck Jeannes, Ms. Elizabeth McGregor and Mr. David Stephens are directors of the Company, and Mr. Lassonde has beneficial ownership of, control or direction over, directly or indirectly, more than 10% of the issued and outstanding common shares of the Company, and each are lenders under the Facility. Accordingly, the Facility and the issuance of the warrants insofar as they involve such insiders constitute related party transactions for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The warrants issued to such insiders did not result in a material change to their respective shareholdings. The Facility, including the participation of the insiders and issuance of warrants in connection therewith, was considered, and ultimately approved by the board of directors of the Company on October 15, 2019 and December. The directors who participated as lenders declared and disclosed their interest and did not vote on the matter. The Company is not required to obtain a formal valuation for the Facility by virtue of section 5.4 of MI 61-101. In addition, the Company is relying on the exemption from the formal valuation and minority approval requirements of MI 61-101 set out in section 5.5(a) and section 5.7(a) of MI 61-101 as the fair market value of the Facility and the warrants insofar as it relates to interested parties is not more than 25% of market capitalization.

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

For further information contact Etienne Morin at (604) 564-1852.

Item 9

Date of Report

Originally dated as of the 29^th day of October, 2019, and updated this 30^th day of December, 2019.

Hans Smit, P.Geo., Chief Operating Officer of Orla, reviewed and verified all technical and scientific information contained in the news release and is a Qualified Person within the meaning of NI 43-101.

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Forward-looking Statements

This material change report contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the Facility, including the expected use of proceeds; timeline for commencing construction; results of the feasibility study, including but not limited to the mineral resource and mineral reserve estimation, mine plan and operations, internal rate of return, sensitivities, taxes, net present value, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; the timing and costs for production decisions; financing timelines and requirements; permitting timelines and requirements; requirements for additional land; exploration and planned exploration programs, the potential for discovery of additional mineral resources; upside opportunities including pit wall angles, land agreements, the development of the sulphide mineral resource and exploration potential; timing for start of engineering work, construction, and receipt of permits; timing for first gold production; and the Company's objectives and strategies. 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 are discussed in this material change report, including without limitation, assumptions regarding price of gold and silver; 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 permits and approvals will be obtained; that social or environmental issues might exist, are well understood and will be properly managed; 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: failing to enter into a definitive agreement with respect to Engineering, Procurement and Construction Management; failing to receive the balance of the Facility; risks related to uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral resources and mineral reserves, including changes in the economic parameters; risks relating to not securing agreements with third parties or not receiving required permits; risks associated with executing the Company's objectives and strategies, including costs and expenses, 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 28, 2019, available on www.sedar.com. 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.

Exhibit 99.44

Execution Version

AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT

AGNICO EAGLE MINES LIMITED

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ORLA MINING LTD.

DECEMBER 17, 2019

TABLE OF CONTENTS

Article 1
INTERPRETATION

1.1	Defined Terms	2
1.2	Rules of Construction	6
1.3	Entire Agreement	6
1.4	Time of Essence	7
1.5	Governing Law and Submission to Jurisdiction	7
1.6	Severability	7

Article 2
BOARD OF DIRECTORS

2.1	Nomination Right	7
2.2	Management to Endorse and Vote	8
2.3	Directors’ Liability Insurance	8
2.4	Director Compensation	8

Article 3
PARTICIPATION RIGHT

3.1	Notice of Issuances	9
3.2	Grant of Participation Right	9
3.3	Top-up Offering	10
3.4	Exercise Notice	11
3.5	Issuance of Offered Securities and Top-up Shares	11
3.6	Reduction of Participating Percentage	12
3.7	Non-Cash Consideration	12
3.8	Issuances Not Subject to Participation Right or Top-up Right	13

Article 4
Representations AND Warranties

4.1	Representations and Warranties of the Company	13
4.2	Representations and Warranties of the Investor	14

Article 5
Covenants of the Company

5.1	Reporting Issuer Status and Listing of Common Shares	15
5.2	No Conflict With Shareholders’ Rights Plan	15
5.3	Subsidiary Security Issuances	15
5.4	Grant of Additional Third Party Participation Rights	15

Article 6
COVENANTS OF the INVESTOR

6.1	Investor Voting	16
6.2	Share Dispositions	17

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Article 7
MISCELLANEOUS

7.1	Termination of Existing Agreements	18
7.2	Termination	18
7.3	Right to Information	18
7.4	Technical Assistance	19
7.5	Notices	20
7.6	Amendments and Waivers	21
7.7	Assignment	21
7.8	Successors and Assigns	21
7.9	Expenses	21
7.10	Public Disclosure	22
7.11	Further Assurances	22
7.12	Right to Injunctive Relief	22
7.13	Counterparts	22

INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT made the 17^th day of December, 2019,

B E T W E E N:

AGNICO EAGLE MINES LIMITED,
a corporation existing under the Business Corporations Act (Ontario),

(hereinafter referred to as the “Investor”),

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ORLA MINING LTD.,
a corporation existing under the Canada Business Corporations Act,

(hereinafter referred to as the “Company”).

WHEREAS the Company and the Investor are currently party to an Investor Rights Agreement made as of the 18^th day of October 2019 (the “Original Agreement”);

AND WHEREAS the Investor owns 17,613,835 Common Shares (as defined below) and 870,250 common share purchase warrants entitling the Investor to purchase 870,250 Common Shares, which represent approximately 9.47% of the issued and outstanding Common Shares on a non-diluted basis and 9.89% of the issued and outstanding Common Shares on a partially-diluted basis;

AND WHEREAS the Company and the Investor were party to a Participation Right Agreement and a Technical Services Agreement (as such terms are defined below), and the Investor and the Company entered into the Original Agreement in order to, among other things, terminate and replace the Participation Right Agreement and Technical Services Agreement and establish certain additional rights and obligations between the parties set forth in the Original Agreement;

AND WHEREAS the Company and the Investor wish to amend and restate the Original Agreement in order to effect certain amendments to the Original Agreement, in each case, subject to the terms and conditions hereinafter set forth in this Amended and Restated Investor Rights Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

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Article 1
INTERPRETATION

1.1

Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Act” means the Canada Business Corporations Act;

“Additional Property Rights” means all rights, other than mining concessions, in respect of a mining project, including exploration permits, exploration rights, surface rights, water rights and other rights relating to minerals or to access minerals, and other forms of mineral title, under Applicable Laws, whether contractual, statutory or otherwise;

“Affiliate” has the meaning ascribed to such term in the Act, as in effect on the date of this Agreement;

“Applicable Laws” means with respect to any person, any domestic, foreign, federal, provincial, state, county or municipal or local law, rule or regulation, including any statute, regulation, rule or subordinate legislation or treaty or common law and any rule, decree, policy or enactment of any Governmental Authority that is binding or applicable to such Person;

“Board” means the board of directors of the Company;

“Bought Deal” means a fully underwritten offering on a bought deal basis pursuant to which an underwriter has committed to purchase securities of the Company pursuant to a “bought deal” letter prior to the filing of a preliminary prospectus or prospectus supplement or a distribution pursuant to an overnight marketed offering;

“Business Day” means any day, other than: (a) a Saturday, Sunday or statutory holiday in the Province of Ontario or the Province of British Columbia; or (b) a day on which banks are generally closed in the Province of Ontario or the Province of British Columbia;

“Camino Rojo Option Agreement” means the option agreement dated November 7, 2017 between the Company and Goldcorp Inc. (now Newmont Goldcorp Corporation);

“Camino Rojo Project” means the Company’s mineral project located in Mazapil, Zacatecas, Mexico, including all mining concessions, Additional Property Rights and other rights to develop a mining project relating thereto;

“Canadian Securities Laws” means the applicable securities legislation of each of the provinces and territories of Canada and all published regulations, policy statements, orders, rules, instruments, rulings and interpretation notes issued thereunder or in relation thereto, as the same may hereafter be amended from time to time or replaced;

“Cerro Quema Project” means all mineral rights, mining concessions (including, for greater certainty the mineral concessions contracts between the Company or its subsidiaries and the Republic of Panama) and Additional Property Rights, or any rights to acquire any of the foregoing, and any amendments, additions or extensions thereto, relating to the Company’s mineral project on the Azuero Peninsula in Los Santos Province of southwestern Panama;

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“Common Shares” means the common shares in the capital of the Company issued and outstanding from time to time and includes any common shares that may be issued hereafter;

“Company” shall have the meaning set out in the preamble hereto;

“Confidentiality Agreement” means the confidentiality agreement dated as of October 18th, 2019 between the Company and the Investor, as amended varied or supplemented from time to time;

“Consents” means all consents, approvals, permits, licences, waivers of rights of first refusal or waivers of due on sale clauses or other waivers, as applicable, from: (a) any party to any contract; and (b) any Governmental Authority necessary in connection with the execution of this Agreement or the performance of any terms thereof or any document delivered pursuant thereto or the completion of any of the transactions contemplated by this Agreement;

“Constating Documents” means, with respect to any Person, its articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum and articles of association, letters patent, supplementary letters patent, by-laws, partnership agreement, limited liability Corporation or social agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trusts, pooling and/or syndicated agreements and similar contracts, arrangements and understandings applicable to the Person’s securities, all as amended, supplemented, restated and replaced from time to time;

“Convertible Securities” means any security convertible, exchangeable or exercisable for or into, with or without consideration, Common Shares or other equity or voting securities of the Company, including any warrants, options or other rights issued by the Company and, for greater certainty, including any securities issued under any equity incentive compensation arrangements;

“Dilutive Issuance” shall have the meaning set out in Section 3.3(a)(i);

“Exchange” means the TSX or such other stock exchange where the Common Shares are listed from time to time;

“Excluded Event” shall have the meaning set out in Section 3.8;

“Exercise Notice” shall have the meaning set out in Section 3.4;

“Existing Convertible Securities” means Convertible Securities issued prior to, and outstanding, as of the date of the Original Agreement;

“Governmental Authority” means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board, or authority of any of the foregoing; or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or self-regulatory authority and, for greater certainty, the Securities Regulatory Authorities and the TSX or any other Exchange as applicable;

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“Indemnified Party” shall have the meaning set out in Section 7.4(f);

““Investor” shall have the meaning set out in the preamble hereto;

“Investor Nominee” shall have the meaning set out in Section 2.1(a);

“Issuance” shall have the meaning set out in Section 3.1;

“Losses” shall have the meaning set out in Section 7.4(f);

“Market Price” means the “market price” of the Common Shares as such term is defined in the TSX Company Manual, or if the Common Shares are not traded on the TSX at the relevant time, the closing price of the Common Shares on the trading day immediately prior to the date of public announcement of the offering on such other exchange or marketplace as such shares are then traded (or at the “market price” otherwise determined pursuant to the rules of such other exchange or marketplace, if different);

“Monitor Gold Option Agreements” means the option agreement dated January 24, 2018 between the Company and Mountain Gold Claims LLC, the option agreement dated March 21, 2018 between the Company and King Solomon Gold LLC and the option agreement dated March 22, 2018 between the Company and Ely Gold Royalties Inc.;

“Notice Period” shall have the meaning set out in Section 3.4;

“Offered Securities” means any equity or voting securities, or securities convertible into, exercisable or exchangeable for equity or voting securities, of the Company;

“Offering” shall have the meaning set out in Section 3.1;

“Offering Notice” shall have the meaning set out in Section 3.1;

“Original Agreement” shall have the meaning set out in the recitals to this Agreement;

“Participating Percentage” means, initially, 15%, subject to adjustment only pursuant to Section 3.6;

“Participation Right” shall have the meaning set out in Section 3.2;

“Participation Right Agreement” means the participation right agreement dated January 26, 2018 between the Company and the Investor;

“Person” means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, company, corporation or other body corporate, union, Governmental Authority and a natural person in his capacity as trustee, executor, administrator, or other legal representative;

“Private Sale Purchaser” shall have the meaning set out in Section 6.2(a)(ii);

“Projects” means the Cerro Quema Project and the Camino Rojo Project;

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“Proposed Private Sale” shall have the meaning set out in Section 6.2(a);

“Purchaser Notice” shall have the meaning set out in Section 6.2(a)(ii);

“Reporting Jurisdictions” means each of the provinces and territories of Canada;

“Sale Notice” shall have the meaning set out in Section 6.2(a)(i);

“Sale Period” shall have the meaning set out in Section 6.2(a)(ii);

“Securities Regulatory Authorities” means the securities regulatory authority of each of the Reporting Jurisdictions, and any Exchange;

“Technical Assistance” shall have the meaning set out in Section 7.3;

“Technical Services Agreement” means the technical services agreement dated January 26, 2018 between the Company and the Investor;

“Third Party” means, in relation to any party, a person with whom such party deals at “arm’s length”, as such term is understood for the purposes of the Income Tax Act (Canada);

“Top-up Notice” shall have the meaning set out in Section 3.3(b);

“Top-up Offering” shall have the meaning set out in Section 3.3(c);

“Top-up Right” shall have the meaning set out in Section 3.3(a)(i);

“Top-up Shares” shall have the meaning set out in Section 3.3(a)(i);

“Top-up Threshold” shall have the meaning set out in Section 3.3(a)(ii);

“Transfer” includes any direct or indirect transfer, sale, exchange, assignment, endorsement, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or any arrangement by which possession, legal title or beneficial ownership passes from one Person to another, or to the same Person in a different capacity, in each case, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and the words “Transferred” and “Transferring” and similar words have corresponding meanings;

“TSX” means the Toronto Stock Exchange;

“Upsize Notice” shall have the meaning set out in Section 3.4(b); and

“Upsize Option” shall have the meaning set out in Section 3.4(b).

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1.2

Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a)

the terms “Agreement”, “this Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(b)

references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section to this Agreement;

(c)

the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d)

words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

(e)

the word “including” is deemed to mean “including without limitation”;

(f)

the terms “party” and “the parties” refer to a party or the parties to this Agreement;

(g)

any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;

(h)

any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;

(i)

all references to a percentage ownership of Common Shares shall be calculated on a non-diluted basis;

(j)

any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and

(k)

whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day.

1.3

Entire Agreement

This Agreement and the Confidentiality Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral, between the parties. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements.

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1.4

Time of Essence

Time shall be of the essence of this Agreement.

1.5

Governing Law and Submission to Jurisdiction

(a) This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable in that province.

(b) Each of the parties irrevocably and unconditionally: (i) submits to the non-exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement; (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts; and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

1.6

Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

Article 2
BOARD OF DIRECTORS

2.1

Nomination Right

(a) For so long as the Participating Percentage is at least 5%, the Investor shall be entitled to designate one nominee who shall be a Person eligible to serve as a director pursuant to the Act (an “Investor Nominee”) for election or appointment to the Board.

(b) The Company covenants and agrees, within 10 Business Days’ of receiving a written notice from the Investor to the Company, to forthwith take all necessary steps, including increasing the size of the Board or causing the resignation of a director, to cause the appointment of an individual selected by the Investor to serve on the Board as the initial Investor Nominee until the next annual meeting of the Company’s shareholders, and in the event that it is necessary to seek shareholder approval for the election of the initial Investor Nominee, the Company shall call and hold a meeting of its shareholders to consider the election of the Investor Nominee as soon as reasonably practicable, and in any event such meeting shall be held within 75 days of the Company receiving such written notice from the Investor.

(c) The Company shall provide the Investor with notice in writing promptly upon determining the date of any meeting of shareholders at which directors of the Company are to be elected and the Investor shall advise the Company of its Investor Nominee promptly and in any event within 15 Business Days of receipt of such notice. If the Investor does not advise the Company of the identity of any Investor Nominee prior to any such deadline, then the Investor will be deemed to have nominated its incumbent nominee.

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(d) The Investor Nominee must consent in writing to serve as a director of the Company and meet all statutory and stock exchange requirements for membership on the Board.

(e) In the event that any Investor Nominee shall cease to serve as a director of the Company, whether due to such Investor Nominee’s death, disability, resignation or removal, the Company shall cause the Board to promptly appoint a replacement Investor Nominee designated by the Investor to fill the vacancy created by such death, disability, resignation or removal, provided that the Investor remains eligible to designate an Investor Nominee.

2.2

Management to Endorse and Vote

(a) The Company shall use commercially reasonable efforts to ensure that the Investor Nominee is elected to the Board, including soliciting proxies in support of their election and taking the same actions taken by the Company to ensure the election of the other nominees selected by the Board for election to the Board.

(b) The Company agrees that management of the Company shall, in respect of every meeting of the shareholders at which directors of the Company are to be elected, and at every reconvened meeting following an adjournment thereof or postponement thereof, endorse and recommend the Investor Nominee identified in the proxy materials for election to the Board, and shall vote the Common Shares and any other shares of the Company entitled to vote in the election of directors in respect of which management is granted a discretionary proxy in favour of the election of such Investor Nominee to the Board at every such meeting, and the Company shall use its commercially reasonable efforts to cause management to vote their Common Shares and any other shares of the Company entitled to vote in the election of directors in favour of the election of such Investor Nominee to the Board at every such meeting.

(c) Forthwith following any meeting of shareholders at which an Investor Nominee was nominated to serve as a director but was not validly elected by the shareholders in accordance with the Act, the Company shall take all steps necessary to appoint an Investor Nominee to the Board who is not the same individual who was not elected at the meeting of shareholders, including pursuant to the power of the Board to appoint additional directors between shareholders’ meetings or to fill a vacancy on the Board.

2.3

Directors’ Liability Insurance

An Investor Nominee shall be entitled to the benefit of any directors’ liability insurance and indemnity to which other directors of the Company are entitled.

2.4

Director Compensation

If the Investor Nominee is an “independent director” pursuant to applicable securities laws and is not employed by or compensated by the Investor in any manner, the Investor Nominee shall be entitled to receive the same compensation, options, or other equity awards, as such awards may be granted to any other director from time-to-time by the Company on the recommendation of the Compensation Committee, pursuant to the Company’s equity compensation plans as compensation for services rendered as a member of the Board. In addition, for the avoidance of doubt, nothing in this Section 2.4 or any other provision of this Agreement shall prohibit, constrain or otherwise restrict the Investor Nominee from carrying out its duties as a director of the Company, including voicing the Investor Nominee’s opinion and voting on Board matters as they deem fit in the circumstances. It is further acknowledged and agreed that the Investor Nominee will be required to declare any conflicts of interest and abstain from voting on Board matters where any such conflict arises.

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Article 3
PARTICIPATION RIGHT

3.1

Notice of Issuances

Subject to Section 3.6, and provided that the Participating Percentage is at least 5%, if the Company proposes to issue (the “Issuance”) any Offered Securities pursuant to a public offering, a private placement or otherwise (but excluding any issuances of Common Shares in respect of which the Top-up Right would be applicable) (each, an “Offering”) at any time after the date hereof, the Company will, as soon as possible after the public announcement of the Offering, but in any event not later than seven Business Days prior to the expected completion date of the Issuance, give written notice of the Issuance (the “Offering Notice”) to the Investor including, to the extent known by the Company, full particulars of the Offering, including the number of Offered Securities, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering, the expected use of proceeds of the Offering and the expected closing date of the Offering. The Offering Notice shall also include copies of any investor presentation, prospectus or offering memorandum or similar disclosure document, subscription agreement and other materials delivered by or proposed to be delivered by the Company (or by any agent or investment dealer acting on behalf of the Company) to potential subscribers under the Offering.

3.2

Grant of Participation Right

(a) The Company agrees that, subject to Section 3.6 and provided that the Participating Percentage is at least 5%, the Investor (directly or through an Affiliate) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other Applicable Laws or the rules of any stock exchange from participating on substantially the terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit):

(i)

in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor (at its election and in its sole discretion) to maintain or acquire up to, as applicable, a percentage ownership interest in the Common Shares equal to the Participating Percentage; and

(ii)

in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (after giving effect to the Offering and assuming, for all purposes of this Section 3.2(a)(ii), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor (at its election and in its sole discretion) to maintain or acquire up to, as applicable, a percentage ownership interest in the Common Shares equal to the Participating Percentage.

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(b) If, upon the exercise by the Investor of its Participation Right, the Investor becomes entitled to a fractional interest in an Offered Security, any such fractional Offered Security that is: (i) less than 0.5 of an Offered Security will be rounded down to the nearest whole Offered Security, and (ii) 0.5, or greater, of an Offered Security will be rounded up to the nearest whole Offered Security unless the Investor holds less than 10% of the issued and outstanding Common Shares and such rounding would result, in and of itself, in the Investor holding 10% or more of the issued and outstanding Common Shares.

3.3

Top-up Offering

(a) Without limiting Section 3.2, the Company agrees that, subject to the terms of this Section 3.3:

(i)

the Investor (directly or through an Affiliate) has the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Common Shares pursuant to the Monitor Gold Option Agreements and on the conversion, exercise or exchange of Convertible Securities (a “Dilutive Issuance”) up to such number of Common Shares that will allow the Investor (at its election and in its sole discretion) to maintain or acquire up to, as applicable, a percentage ownership interest in the Common Shares equal to the Participating Percentage, in each case after giving effect to such Dilutive Issuance (the “Top-up Shares”); and

(ii)

the Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the Investor’s percentage ownership interest by 1.0%, in the aggregate (the “Top-up Threshold”). The Top-up Threshold shall be calculated by aggregating all Dilutive Issuances that occurred in each case from the later of (A) the date of the Original Agreement, (B) the date of the last Top-up Notice or (C) the date of completion of the last Top-up Offering.

(b) Subject to Section 3.3(d), within 10 Business Days of the end of each of the first and third fiscal quarters, provided that during such fiscal quarter or during the previous fiscal quarter one or more Dilutive Issuances occurred resulting in the Top-up Threshold being achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor containing the number of Existing Convertible Securities converted, exercised or exchanged into Common Shares, and the total number of issued and outstanding Common Shares following such Dilutive Issuances and any other conversions, exercises and exchanges of Convertible Securities, in each case from the later of (A) the date of the Original Agreement, (B) the date of the last Top-up Notice or (C) the date of completion of the last Top-up Offering.

(c) If the Investor delivers an Exercise Notice in accordance with Section 3.4, the Company shall in accordance with the provisions of this Article 3, promptly, and in any event within 30 days of the date on which the relevant Top-up Notice was delivered, complete an offering to the Investor of the number of Top-up Shares the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share equal to the Market Price of the Common Shares on or after the date the Top-up Notice was delivered to the Investor (each, a “Top-up Offering”). For greater certainty, each Top-up Offering will be an offering of Common Shares.

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(d) Notwithstanding Section 3.3(a), 3.3(b) or 3.3(c), if a Top-up Threshold is achieved in, or is determined by the Company, acting reasonably, to be likely to occur prior to the end of, a fiscal quarter prior to setting the record date for any meeting of shareholders, the Company shall deliver a Top-up Notice to the Investor and, if the Investor delivers an Exercise Notice in accordance with Section 3.4 in response to a Top-up Notice delivered pursuant to this Section 3.3(d), the Company shall in accordance with the provisions of this Article 3, promptly, and in any event prior to declaring the record date for such shareholder meeting, complete a Top-up Offering to the Investor.

3.4

Exercise Notice

(a) If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering, Issuance or issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice, Top-up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Deal, within two Business Days of receipt of an Offering Notice or Upsize Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares.

(b) If the Company at any time proposes to increase the number of any Offered Securities to be issued in the Offering it shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect.

3.5

Issuance of Offered Securities and Top-up Shares

(a) If the Company receives an Exercise Notice from the Investor within the Notice Period, then the Company shall, subject to:

(i)

the receipt and continued effectiveness of all required approvals (including the approval(s) of the TSX and any other stock exchange on which the Common Shares are then listed and/or traded and any required approvals under Canadian Securities Laws and any shareholder approval required under Applicable Laws), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in the matter and all votes received by proxy in favour of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor); and

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(ii)

the completion of the relevant Offering, if applicable,

issue to the Investor or its nominee, against payment of the subscription price payable in respect thereof, that number of Offered Securities or Top-Up Shares, as applicable, set out in the Exercise Notice.

(b) The parties agree that the issuance of any Offered Securities to the Investor pursuant to this Section 3.5 shall occur concurrently with the completion of the associated Offering, provided that if shareholder approval is sought pursuant to Section 3.5(c), the issuance of any Offered Securities to the Investor requiring such approval shall occur as soon as reasonably practicable following the meeting of shareholders.

(c) If the Company is required by the Exchange or otherwise under Applicable Laws to seek shareholder approval for the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor or its nominee, then the Company shall, in its sole discretion, either: (i) terminate the Offering, or (ii) call and hold a meeting of its shareholders to consider the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 days after the date that the Company is first advised by the TSX or other applicable Governmental Authority that it will require shareholder approval, in which case the Company shall recommend approval of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor and solicit proxies in support thereof.

3.6

Reduction of Participating Percentage

If the Investor elects not to exercise the Participation Right in respect of an Offering of Common Shares (other than an Excluded Event) for which the Company has delivered to the Investor an Offering Notice in accordance with Section 3.2, the Participating Percentage shall be reduced to be the amount equal to the percentage determined by dividing (a) the number of Common Shares then held by the Investor and its Affiliates plus the number of Common Shares issuable upon exercise of securities convertible into or otherwise exchangeable for equity or voting securities of the Company then held by the Investor by (b) the total number of issued and outstanding Common Shares plus the number of Common Shares issuable upon exercise of the securities issued in connection with the Offering that are convertible into or otherwise exchangeable for equity or voting securities of the Company, in each case following completion of such Offering.

3.7

Non-Cash Consideration

If the Offered Securities being issued under an Offering are to be issued for consideration other than cash consideration, the consideration per Offered Security payable by the Investor upon exercise of its Participation Right shall be the cash equivalent of the fair market value of the non-cash consideration per Offered Security to be paid by the other acquirors under the Offering, as determined by the Board, in its sole discretion, acting reasonably and with the advice of its financial advisors.

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3.8

Issuances Not Subject to Participation Right or Top-up Right

Notwithstanding anything to the contrary contained herein, the Participation Right shall only apply to an Offering for which the Company anticipates that the majority of the cash or non-cash consideration of the Offering is to be applied or is intended for the purposes of the advancement of one or both of the Projects (any other Offering being, an “Excluded Event”), provided however that should the Company in fact apply a majority of the net proceeds of any Excluded Event to the advancement of one or both of the Projects, the Company shall promptly notify the Investor in writing and the Investor shall have the right to purchase an amount of Offered Securities at the time of the next Offering sufficient to increase its percentage holding of securities to the Participating Percentage in effect immediately prior to the completion of such Excluded Event at a price per security equal to the price under such Excluded Event, and the Company shall, if it is required by the Exchange or otherwise under Applicable Laws to seek shareholder approval for the Offering of the securities to the Investor or its nominee, call and hold a meeting of its shareholders to consider the Offering of the securities to the Investor as soon as reasonably practicable, and in any event, such meeting shall be held within 75 days of the date that the Company is first advised that it will require shareholder approval, in which case the Company shall recommend approval of the Offering of the securities and shall solicit proxies in support thereof.

Article 4
Representations AND Warranties

4.1

Representations and Warranties of the Company

The Company represents and warrants to the Investor as follows and acknowledges and agrees that the Investor is relying on such representations and warranties to enter into this Agreement:

(a)

Organization and Status. The Company is duly incorporated and organized, and is validly subsisting, under the laws of Canada and is up-to-date in the filing of all corporate and similar returns under the laws of that jurisdiction.

(b)

Corporate Power. The Company has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

(c)

Authorization. All necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder.

(d)

Enforceability. This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the Investor) constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(e)

Absence of Conflict. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder will not (whether after the passage of time or notice or both) conflict with, result in a violation or breach of, constitute a default or require any Consent (other than such as has already been obtained) to be obtained under, or give rise to any termination rights or payment obligation under, any provision of:

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(i)

to the knowledge of the Company, (i) any judgment, decree, order or award of any Governmental Authority having jurisdiction over it, or (ii) any Applicable Law;

(ii)

any provision of its Constating Documents or resolutions of its board of directors (or any committee thereof) or shareholders; or

(iii)

any license or registration or any agreement, contract or commitment, written or oral which the Company is a party or subject to or bound by.

(f)

Terms of Participation Right. As at the date hereof, other than as disclosed to the Investor, the Company has not granted to any Person a participation right in respect of any Offering (a “Third Party Participation Right”) on terms that are more favourable to such Person than the terms of the Participation Right under Article 3 are to the Investor.

4.2

Representations and Warranties of the Investor

The Investor represents and warrants to the Company as follows and acknowledges and agrees that the Company is relying on such representations and warranties to enter into this Agreement:

(a)

Organization and Status. The Investor is duly incorporated and organized, and is validly subsisting, under the laws of Ontario and is up-to-date in the filing of all corporate and similar returns under the laws of that jurisdiction.

(b)

Corporate Power. The Investor has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

(c)

Authorization. All necessary corporate action has been taken by the Investor to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder.

(d)

Enforceability. This Agreement has been duly executed and delivered by the Investor and (assuming due execution and delivery by the Company) constitutes a legal, valid and binding obligation of the Investor, enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(e)

Absence of Conflict. The execution and delivery of this Agreement by the Investor and the performance by the Investor of its obligations hereunder will not (whether after the passage of time or notice or both) conflict with, result in a violation or breach of, constitute a default or require any Consent (other than such as has already been obtained) to be obtained under, or give rise to any termination rights or payment obligation under, any provision of:

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(i)

to the knowledge of the Investor, any judgment, decree, order or award of any Governmental Authority having jurisdiction over it;

(ii)

any provision of its Constating Documents or resolutions of its board of directors (or any committee thereof) or shareholders; or

(iii)

any license or registration or any agreement, contract or commitment, written or oral which the Investor is a party or subject to or bound by.

Article 5
Covenants of the Company

5.1

Reporting Issuer Status and Listing of Common Shares

The Company shall, for a period of two years from the date of the Original Agreement, use commercially reasonable efforts to:

(a)

maintain the Company’s status as a “reporting issuer” not in default under the Canadian Securities Laws in each of the Reporting Jurisdictions; and

(b)

maintain the listing of the Common Shares on the TSX or another stock exchange in North America,

provided that these covenants shall not restrict or prevent the Company from engaging in or completing any transaction which would result in the Company ceasing to be a “reporting issuer” or the Common Shares ceasing to be listed on any of the foregoing stock exchanges so long as the holders of Common Shares receive cash or securities of an entity which is listed on any of the foregoing stock exchanges or the holders of the Common Shares have approved the transaction.

5.2

No Conflict With Shareholders’ Rights Plan

The Company covenants and agrees that any shareholder rights plan or similar instrument adopted by the Company shall not restrict, limit, prohibit or conflict with the exercise by the Investor of its Participation Right or Top-up Right.

5.3

Subsidiary Security Issuances

Other than pursuant to the Camino Rojo Option Agreement, the Company shall not agree to, undertake or cause, or permit to occur, any offering, sale, transfer or issuance of any securities of any subsidiary to any Person other than the Company or an Affiliate of the Company. The Company shall cause its subsidiaries to conduct their business and affairs in a manner consistent with, and so as to give full effect to, all of the terms and conditions of this Agreement.

5.4

Grant of Additional Third Party Participation Rights

If the Participating Percentage is at least 5.0% and the Company grants to any Person a Third Party Participation Right on terms that are more favourable to such Person than the terms of the Participation Right under Article 3 are to the Investor, the Company shall promptly, but no later than three Business Days after granting such Third Party Participation Right: (i) notify the Investor in writing of such Third Party Participation Right; and (ii) offer to amend the terms of this Agreement to provide the Investor with a participation right that is substantially equivalent to the Third Party Participation Right.

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Article 6
COVENANTS OF the INVESTOR

6.1

Investor Voting

The Investor agrees, for a period of 18 months from the date of the Original Agreement, that it shall use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause its Affiliates to, in respect of any matter submitted to the shareholders at a meeting of the shareholders or any action by written consent of the shareholders, including in respect of the election of management’s nominees for directors of the Company, either to vote for (or cause to be voted) all of the Common Shares held by it from time to time in accordance with the recommendations of the Board or management of the Company or to abstain from voting such Common Shares on such matter; except that the foregoing shall not apply in the case of voting or actions by written consent in respect of, in connection with or related to:

(a)

any issuer bid, insider bid, related party transaction or business combination within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions or any take-over bid within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids;

(b)

any amendment to the Constating Documents of the Company, other than immaterial changes that are administrative in nature;

(c)

any matter in relation to which a recognized proxy advisor is recommending against the recommendation of management of the Company or the Board on any resolution of shareholders;

(d)

any disposition of: (i) the Company’s direct or indirect interest in either of the Projects; or (ii) assets for consideration equal to or greater than 50% of the market capitalization of the Company immediately prior to the entering into of such transaction;

(e)

any proposed distribution of Common Shares or Convertible Securities where the number of Common Shares issued or issuable thereunder is greater than 25% of the Common Shares which are outstanding (on a non-diluted basis) immediately prior to the closing thereof; or

(f)

in any circumstances where:

(i)

the Company, its Affiliates or their respective directors and officers are not in compliance with this Agreement; or

(ii)

the Company, its Affiliates or their respective directors and officers are not in compliance with all Applicable Laws (including, without limitation, applicable Canadian Securities Laws or the rules and policies of the Exchange), except for immaterial non-compliance on an isolated basis that is cured to the reasonable satisfaction of the Investor within 30 days,

in which case the Investor shall be entitled to vote its Common Shares at its sole discretion. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, any Investor Nominee on the Board will not be required to vote in accordance with the recommendations of the Board or management of the Company but will exercise his or her fiduciary responsibilities as a director by voting as he or she sees fit (and which discretionary voting will not, for the avoidance of doubt, be considered a breach of this Section 6.1).

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6.2

Share Dispositions

(a) Subject to Sections 6.2(b) and 6.2(c), for so long as the Participating Percentage is at least 5.0%, if the Investor or its Affiliates wish to sell more than 5% of the then issued and outstanding Common Shares in one transaction or a series of related transactions (a “Proposed Private Sale”), then:

(i)

the Investor shall give written notice to the Company of the Proposed Private Sale (the “Sale Notice”), which Sale Notice shall contain the total number of Common Shares proposed to be sold pursuant to the Proposed Private Sale and any other terms and conditions of such sale;

(ii)

except in circumstances where such designation is not reasonably possible or is not permitted by law, the Company shall have the right to designate, by notice in writing to the Investor (the “Purchaser Notice”) within five Business Days following delivery of the Sale Notice (the “Sale Period”) a single purchaser (a “Private Sale Purchaser”) who shall be acceptable to the Company and the Investor, each acting reasonably, and capable of closing, and willing to close, the Proposed Private Sale on the terms set out in the Sale Notice within eight Business Days of the receipt of the Purchaser Notice by the Investor;

(iii)

the Investor shall in good faith negotiate with the Private Sale Purchaser a price and the other transaction terms for the Proposed Private Sale within three Business Days following receipt of the Purchaser Notice by the Investor;

(iv)

in the event that a Purchaser Notice is delivered by the Company and the requirements set out in Sections 6.2(a)(ii) and 6.2(a)(iii) are satisfied, the Investor shall be required to complete the Proposed Private Sale with the Private Sale Purchaser; and

(v)

in the event that the Company fails to designate a Private Sale Purchaser within the Sale Period, or the requirements of Sections 6.2(a)(ii) and 6.2(a)(iii) are otherwise not satisfied, then the Investor may sell, transfer or otherwise dispose of the Common Shares that were the subject of the applicable Sale Notice without any restriction or limitation, provided that if the Investor does not complete the Proposed Private Sale (or an alternative disposition transaction) within 120 days of the date of the Sale Notice, the provisions of this Section 6.2 shall again apply.

(b) Subject to 6.2(c), the Investor shall not, without the prior consent of the Company, sell Common Shares if, to the knowledge of the Investor (after reasonable inquiry in the case of a private transaction) the purchaser, together with its Affiliates and any Person acting jointly and in concert with the purchaser (within the meaning of applicable Canadian Securities Laws), would as a result of such sale acquire more than 19.99% of the issued and outstanding Common Shares as of the closing of such sale.

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(i)

sales by the Investor of Common Shares through the facilities of the TSX;

(ii)

Transfers by the Investor of Common Shares to an Affiliate of the Investor, provided that such Affiliate agrees in writing to be bound by this Agreement (in which case the Affiliate will also be entitled to the Investor’s rights under this Agreement);

(iii)

dispositions of Common Shares by the Investor pursuant to: (A) a take-over bid for which a circular has been delivered to shareholders of the Company in accordance with Canadian Securities Laws or other Applicable Laws, or (B) in connection with a statutory arrangement or other business combination involving the Company; or

(iv)

the grant of any encumbrance in respect of all or part of the Common Shares and any Transfer of any such Common Shares by reason of the exercise of any rights, powers or remedies under or in relation to such encumbrance.

Article 7
MISCELLANEOUS

7.1

Termination of Existing Agreements

The Investor and the Company hereby: (i) confirms that the Participation Right Agreement and the Technical Services Agreement were terminated as of the date of the Original Agreement; and (ii) agree that the Original Agreement is hereby amended and restated as of the date hereof, in each case, without affecting the validity of, or rights and obligations of the parties arising in connection with, any action taken by the Investor or the Company in accordance with such agreements prior to the date hereof.

7.2

Termination

This Agreement, other than the rights and obligations of the parties under Section 7.4, shall terminate and the rights and obligations of the parties hereunder shall cease immediately at such time as the Investor ceases to hold Common Shares representing at least 5% of the issued and outstanding Common Shares. The rights and obligations of the parties under Section 7.4 shall terminate on the date the Investor ceases to hold any Common Shares or Convertible Securities.

7.3

Right to Information

From and after the date hereof, at the request of the Investor, the Company shall provide the Investor with monthly exploration reports updating the status of the Company’s work programs on the Projects including, but not limited, reasonable access to the Company’s scientific and technical data, work plans and programs, permitting information and results of operations. The Company shall not be obligated to provide a monthly exploration report if one has not been prepared for internal use. Following the delivery of each report the Company shall use commercially reasonable efforts to respond to reasonable questions and inquiries from the Investor with respect to the report and the contents thereof. The Investor agrees to treat all information provided to it pursuant to this Section 7.3 (whether disclosed in writing, orally, visually, electronically or by any other means) as Evaluation Material (as such term is defined in the Confidentiality Agreement) in accordance with the terms of the Confidentiality Agreement.

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7.4

Technical Assistance

The parties acknowledge that the Investor or its Affiliates may be requested, from time to time, to provide technical assistance, advice, information or services (collectively, the “Technical Assistance”) to the Company relating to one or more of the Company’s mineral projects. Subject to any written agreement between the parties to the contrary, in connection with the provision of any such Technical Assistance by the Investor or its Affiliates, the Company hereby acknowledges and agrees as follows:

(a)

the Investor and its Affiliates are under no obligation to provide any Technical Assistance to the Company and may cease providing Technical Assistance at any time or from time to time;

(b)

neither the Investor nor its Affiliates will receive any remuneration in consideration for the provision of any Technical Assistance to the Company;

(c)

without the prior written consent of the Investor, which consent shall not be unreasonably withheld, the Company shall not, in any communication or agreement with a third party or in any public statement or publicly filed or disseminated document of the Company: (i) describe or refer to any Technical Assistance requested from or provided by the Investor or its Affiliates; or (ii) refer to the Investor or any of its Affiliates by name;

(d)

the Investor and its Affiliates expressly disclaim and make no representation or warranty, express or implied, as to the accuracy, completeness, usefulness or reliability of any Technical Assistance, and the Company will use the Technical Assistance at the Company’s own risk;

(e)

in no event shall the Investor, any of its Affiliates or any of their respective directors, officers, employees or agents be liable for any indirect, special, consequential, incidental or punitive damages of any sort, loss of profits, failure to realize expected savings, loss of revenues or loss of use of any properties or capital, whether or not any such damages or claims were foreseeable, relating to, in connection with or arising out of the provision by the Investor or any of its Affiliates of Technical Assistance to the Company; and

(f)

the Company agrees to indemnify and hold harmless the Investor and each of its Affiliates, and their respective directors, officers, employees and agents (each, an “Indemnified Party”), to the full extent lawful, from and against any and all expenses, losses, claims (including shareholder actions, derivative or otherwise), actions, suits, proceedings, damages and liabilities, joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity or to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise (collectively, “Losses”) insofar as such Losses relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the provision of Technical Assistance by the Investor or its Affiliates. Notwithstanding the foregoing, the Company is not obligated to indemnify or hold harmless the Indemnified Party for any Losses if such Losses arise out of or result from the Indemnified Party’s negligence, wilful misconduct, fraud or criminal activity.

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7.5

Notices

(a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:

(i)

in the case of the Investor:

Agnico Eagle Mines Limited
145 King Street East, Suite 500
Toronto, ON M5C 2Y7

Attention: Carol Plummer, Vice President Corporate Development
E-mail: [personal information redacted] with a copy to [personal information redacted]

with a copy to:

Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, ON M5V 3J7

Attention: Patricia Olasker
E-mail: [personal information redacted]

(ii)

in the case of the Company:

Orla Mining Ltd.
202-595 Howe Street
Vancouver, British Columbia V6C 2T5

Attention: Etienne Morin, Chief Financial Officer
E-mail: [personal information redacted]

- 21 -

with a copy to:

Cassels Brock & Blackwell LLP
Suite 2200, 885 West Georgia Street
Vancouver, BC V6C 3E8

Attention: Jen Hansen
E-mail: [personal information redacted]

(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. (Toronto time) at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

(c) Either party may at any time change its address for service from time to time by giving notice to the other party in accordance with this Section 7.5.

7.6

Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

7.7

Assignment

No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party. Notwithstanding the foregoing, the Investor may assign and transfer all of its rights, benefits, duties and obligations under this Agreement in their entirety, without the consent of the Company, to an Affiliate of the Investor, provided that any such assignee shall, prior to any such transfer, agree to be bound by all of the covenants of the Investor contained herein and comply with the provisions of this Agreement, and shall deliver to the Company a duly executed undertaking to such effect in form and substance satisfactory to the Company, acting reasonably.

7.8

Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

7.9

Expenses

Except as otherwise expressly provided in this Agreement, each party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.

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7.10

Public Disclosure

The Company shall not issue any press release or publicly filed or disseminated document referencing, in any way, the Investor, unless: (i) the Company has obtained the Investor’s prior written consent to such disclosure, which consent shall not be unreasonably delayed or withheld; or (ii) the Company determines that such disclosure is required by Applicable Law. In addition, the Company shall provide the Investor with a reasonable opportunity to review and comment on each press release or publicly filed or disseminated document of the Company relating or referencing, in any way, the Investor, this Agreement or the transactions contemplated herein prior to the issuance thereof and incorporate any comments provided by the Investor, to the extent commercially reasonable. For greater certainty, the Investor hereby consents to the Company filing a copy of this Agreement on SEDAR, if required.

7.11

Further Assurances

Each of the parties shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

7.12

Right to Injunctive Relief

The parties agree that any breach of the terms of this Agreement by either party would result in immediate and irreparable injury and damage to the other party which could not be adequately compensated by damages. The parties therefore also agree that in the event of any such breach or any anticipated or threatened breach by the defaulting party, the other party shall be entitled to equitable relief, including by way of temporary or permanent injunction or specific performance, without having to prove damages, in addition to any other remedies (including damages) to which such other party may be entitled at law or in equity.

7.13

Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts, with the same effect as if each party had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first written above.

Agnico Eagle Mines Limited


by	(signed) “Chris Vollmershausen”
	Name:	Chris Vollmershausen
	Title:	Vice-President, Legal


ORLA MINING LTD.


by	(signed) “Etienne Morin”
	Name:	Etienne Morin
	Title:	Chief Financial Officer

Signature Page – Investor Rights Agreement

Exhibit 99.45

Execution Copy

ORLA MINING LTD.
as Borrower

and

TRINITY CAPITAL PARTNERS CORPORATION
as Arranging Lender

and

GLAS USA LLC
as Administrative Agent

and

GLAS AMERICAS LLC
as Collateral Agent

and

THE PARTIES LISTED ON SCHEDULE A HERETO
as Lenders

LOAN AGREEMENT

Dated as of December 18, 2019

TABLE OF CONTENTS

Article 1 INTERPRETATION			1
	1.1	Defined Terms	1
	1.2	Other Usages	20
	1.3	Plural and Singular	21
	1.4	Headings	21
	1.5	Currency	21
	1.6	Applicable Law	21
	1.7	Time of the Essence	21
	1.8	Non Banking Days	21
	1.9	Consents and Approvals	21
	1.10	Schedules	21
	1.11	Rule of Construction	22
	1.12	Accounting Terms – GAAP	22
	1.13	Permitted Encumbrances	22

Article 2 CREDIT FACILITY			22
	2.1	Establishment of Credit Facility	22
	2.2	Lenders’ Commitments	23
	2.3	Permanent Reduction of Credit Facility	23
	2.4	Termination of Credit Facility	23

Article 3 GENERAL PROVISIONS RELATING TO CREDITS			23
	3.1	Funding of Loans	23
	3.2	Defaulting Lender	24
	3.3	Time and Place of Payments	25
	3.4	Remittance of Payments	25
	3.5	Evidence of Indebtedness	25
	3.6	Notice Periods	25

Article 4 DRAWDOWNS			25
	4.1	Drawdown Notice	25

Article 5 INTEREST AND FEES			26
	5.1	Interest Rates	26
	5.2	Calculation and Payment of Interest	26
	5.3	General Interest Rules	26
	5.4	Commitment Fee	27

Article 6 replacement of Lenders, Indemnity and Tax Provisions			27
	6.1	Conditions of Credit	27
	6.2	Replacement of Lenders	28
	6.3	Indemnity for Transactional Liability	28
	6.4	Gross-Up for Taxes	29
	6.5	Environmental Indemnity	32
	6.6	Benefit of Indemnities	33

(i)

Article 7 REPAYMENTS AND PREPAYMENTS			33
	7.1	Repayment of Credit Facility	33
	7.2	Voluntary Prepayments under Credit Facility	33
	7.3	Prepayment Notice	33

Article 8 REPRESENTATIONS AND WARRANTIES			34
	8.1	Representations and Warranties	34
	8.2	Accredited Investor Status	40
	8.3	Survival of Representations and Warranties	40

Article 9 COVENANTS			40
	9.1	Affirmative Covenants	40
	9.2	Restrictive Covenants	47
	9.3	Performance of Covenants by Administrative Agent	50

Article 10 CONDITIONS PRECEDENT			51
	10.1	Conditions Precedent to Effectiveness of this Agreement	51
	10.2	Conditions Precedent to All Loans	53
	10.3	Conditions Precedent to Tranche Two Loan and Tranche Three Loan	54
	10.4	Waiver	56

Article 11 DEFAULT AND REMEDIES			56
	11.1	Events of Default	56
	11.2	Remedies Cumulative	59
	11.3	Set-Off	59
	11.4	Default Interest	60

Article 12 THE AGENTs			60
	12.1	Appointment and Authorization of Agents	60
	12.2	Interest Holders	60
	12.3	Consultation with Counsel	61
	12.4	Documents	61
	12.5	Responsibility of the Agents	61
	12.6	Action by the Agents	61
	12.7	Notice of Events of Default	62
	12.8	Responsibility Disclaimed	62
	12.9	Indemnification	64
	12.10	Credit Decision	64
	12.11	Successor Agent	64
	12.12	Delegation by an Agent	65
	12.13	Waivers and Amendments	65
	12.14	Determination by an Agent Conclusive and Binding	66
	12.15	Adjustments among Lenders after Acceleration	66
	12.16	Redistribution of Payment	67
	12.17	Distribution of Notices	67
	12.18	Decision to Enforce Security	67
	12.19	Enforcement	68
	12.20	Determination of Exposures	68

(ii)

	12.21	Application of Cash Proceeds	68
	12.22	Entering into Contracts	69
	12.23	Other Security Not Permitted	69
	12.24	Discharge of Security	69
	12.25	Survival	69

Article 13 MISCELLANEOUS			70
	13.1	Notices	70
	13.2	Severability	70
	13.3	Counterparts	70
	13.4	Successors and Assigns	70
	13.5	Assignment	70
	13.6	Entire Agreement	72
	13.7	Further Assurances	72
	13.8	Judgment Currency	72
	13.9	Anti-Money Laundering Legislation	73
	13.10	No Fiduciary Duty	74
	13.11	Treatment of Certain Information: Confidentiality	75

SCHEDULES

Schedule A	-	Lenders and Individual Commitments
Schedule B	-	Compliance Certificate
Schedule C	-	Form of Assignment
Schedule D	-	Form of Drawdown Notice
Schedule E	-	Corporate Structure
Schedule F	-	Relevant Jurisdictions
Schedule G	-	Security Documents
Schedule H	-	Material Agreements and Permits
Schedule I	-	Litigation
Schedule J	-	Non-Arm’s Length Transactions
Schedule K	-	Accredited Investor Status Certificate
Schedule L	-	U.S. Accredited Investor Status Certification Letter
Schedule M	-	Encumbrances Consisting of Royalties
Schedule N	-	Permitted Investments
Schedule O	-	Permit Exceptions
Schedule P	-	Permitted Debt

(iii)

LOAN AGREEMENT dated as of December 18, 2019 among Orla Mining Ltd., a corporation amalgamated under the Canadian Business Corporations Act (the “Borrower”), Trinity Capital Partners Corporation (the “Arranging Lender”), GLAS AMERICAS LLC, a limited liability company organized and existing under the laws of the State of New York, as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and GLAS USA LLC, a limited liability company organized and existing under the laws of the State of New Jersey, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), and the parties listed on Schedule A from time to time as lenders (each, a “Lender” and, collectively, the “Lenders”).

WHEREAS the Borrower has requested the Lenders provide to it a certain loans for the purposes set forth in Section 9.1(e);

AND WHEREAS the Lenders are each willing, on a several basis, to provide such loans to the Borrower for the aforementioned purposes upon the terms and conditions contained herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

Article 1
INTERPRETATION

1.1

Defined Terms

The following defined terms shall for all purposes of this agreement, or any amendment, substitution, supplement, replacement or addition hereto, have the following respective meanings unless the context otherwise specifies or requires or unless otherwise defined herein:

“Additional Equity” means net cash proceeds of $45,000,000 of additional capital (after deducting therefrom fees, commissions, costs and expenses and other amounts attributable to the raising of such capital) raised by the Borrower, which may not be redeemed, retracted or repaid in any manner whatsoever, and on which no fixed payments are required to be made while any Secured Obligations remain outstanding.

“Additional Capital” means the Additional Equity and the Loans.

“Administrative Agent” means GLAS USA LLC, in its capacity as administrative agent for the Lenders, and any successor thereto pursuant to Section 12.11.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified.

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“Agent Account” means the following United States Dollar account of the Administrative Agent:

[commercially sensitive information redacted]

or such other account as may be notified by the Administrative Agent to the other parties hereto.

“AML Legislation” has the meaning set out in Section 13.9.

“Anti-Corruption Laws” means all laws, rules, and regulations having the force of law of any jurisdiction applicable to any of the Obligors from time to time concerning or relating to bribery or corruption, including without limitation the Corruption of Foreign Public Officials Acts (Canada).

“Applicable Laws” means in respect of any Person, property, transaction or event, all applicable laws, standards, requirements, policies, approvals, statutes, ordinances, guidelines, treaties and regulations, and all applicable directives, orders, permits, judgments, injunctions, awards and decrees of any Governing Authority, in each case, having the force of law and binding on or affecting such Person or any of its property.

“Applicable Securities Laws” means, collectively, all applicable securities laws of each of the Provinces and Territories of Canada and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the securities regulatory authorities in such jurisdictions, and the rules and policies of the Toronto Stock Exchange and any other exchange or marketplace on which the Borrower has applied and been accepted for listing or quotation of its securities.

“Arranging Lender” means Trinity Capital Partners Corporation, in its capacity as arranging lender of the Credit Facility, and its successors and assigns.

“Arm’s Length” shall have the meaning ascribed thereto for the purposes of the Tax Act, as in effect as of the date hereof.

“Asset Disposition” has the meaning set out in Section 9.2(h).

“Assets” means, with respect to any Person, any and all property, assets and undertakings of such Person of every kind, real and personal, and wheresoever situate, whether now owned or hereafter acquired (and, for greater certainty, includes any equity or like interest of such Person in any other Person).

“Banking Day” means any day, other than Saturday and Sunday, on which banks generally are open for business in Vancouver, British Columbia, Toronto, Ontario and New York, New York.

“Bankruptcy Law” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), Title 11, U.S. Code and any similar federal, provincial, state or foreign law for or in respect of the relief of debtors, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, arrangement, receivership, insolvency, reorganization or similar laws of Canada, the United States or other applicable jurisdictions from time to time in effect and any similar federal, provincial, state or foreign law for the relief of debtors affecting the rights of creditors generally.

- 3 -

“Blocked Person” means a Person which is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program.

“Bonding Obligations” means any reimbursement or indemnity obligations incurred in the ordinary course of business in respect of performance bonds, reclamation bonds and indemnities, surety bonds, appeal bonds, completion guarantees or like instruments (excluding letters of credit or guarantee) issued to secure performance obligations relating to the Camino Rojo Project or the Cerro Quema Project.

“Borrower Account” means the following United States Dollar account of the Borrower, the wire transfer instructions with respect to which are as set forth below:

[commercially sensitive information redacted]

or such other account as may be notified by the Borrower to the Administrative Agent.

“Camino Rojo” means Minera Camino Rojo, S.A. de C.V.

“Camino Rojo Project” means the Camino Rojo Oxide, heap-leach gold project located in the municipality of Mazapil, state of Zacatecas, Mexico as defined in the June 25, 2019 feasibility study NI 43-101 technical report filed on SEDAR.

“Canada Blocked Person” means (i) a “terrorist group” as defined for the purposes of Part II.1 of the Criminal Code (Canada), as amended, or (ii) a Person identified in or pursuant to (x) Part II.1 of the Criminal Code (Canada), as amended, or (y) regulations or orders promulgated pursuant to the Special Economic Measures Act (Canada), as amended, the United Nations Act (Canada), as amended, or the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, as a Person in respect of whose property or benefit a Lender would be prohibited from entering into or facilitating a related financial transaction.

“Canadian Sanctions Law” means the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Criminal Code (Canada) and other similar Canadian laws imposing sanctions.

“Capitalized Lease Obligations” means, with respect to any Person, at any time, all liabilities of such Person as lessee in respect of any lease of real or personal property, which, in accordance with GAAP (as in effect on January 1, 2019), have been or are required to be capitalized.

“Cash Proceeds” means, at any time, the aggregate of (i) all Proceeds of Realization in the form of cash and (ii) all cash proceeds of the sale or disposition of non-cash Proceeds of Realization, in each case expressed in Dollars at such time.

“Cerro Quema” means Minera Cerro Quema, S.A.

“Cerro Quema Project” means the oxide, heap-leach gold project located in the Los Santos province, Republic of Panama.

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“Change of Control” means with respect to any Obligor: (y) the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, transfer or acquisition of voting shares, the result of which is that any other Person or group of other Persons acting jointly or in concert for purposes of such transaction becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of such Obligor; or (z) if, after the Closing Date, in any twelve (12) month consecutive period, the Continuing Directors cease to constitute a majority of the board of directors of the Borrower; provided that it shall not be a Change of Control where the Arranging Lender or any Affiliate thereof, acting jointly or in concert, acquires control of the applicable Obligor.

“Closing Date” means the date of execution and delivery of this agreement and upon which all conditions precedent in Section 10.1 have been satisfied.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral Agent” means GLAS Americas LLC, in its capacity as collateral agent for the Lenders, and any successor thereto pursuant to Section 12.11.

“Commitment Fee” has the meaning ascribed thereto in Section 5.4.

“Continuing Directors” means (a) any member of the board of directors who was a director of the Borrower on the Closing Date, and (b) any individual who becomes a member of the board of directors of the Borrower after the Closing Date if such individual was approved, appointed or nominated for the election to the board of directors of the Borrower by a majority of the Continuing Directors.

“Control” means the possession, directly or indirectly of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have corresponding meanings.

“Credit Documents” means this agreement, the Guarantees and the Security Documents and “Credit Document” means any of the Credit Documents.

“Credit Facility” has the meaning ascribed thereto in Section 2.1.

“Debt” means, with respect to a Person, without duplication, the following amounts, each calculated in accordance with GAAP, unless the context otherwise requires:

(a)

all obligations of such Person that would be considered to be indebtedness for borrowed money (including, without limitation, by way of overdraft and drafts or orders accepted representing extensions of credit), and all obligations of such Person (whether or not with respect to the borrowing of money) that are evidenced by bonds, debentures, notes or other similar instruments;

(b)

reimbursement obligations under bankers’ acceptances and contingent obligations of such Person in respect of any letter of credit, letters of guarantee or similar instruments;

(c)

Bonding Obligations of such Person;

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(d)

any Equity Interests of that Person which Equity Interests, by their terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, prior to the Maturity Date, for cash or securities constituting Debt (read without reference to this subsection (d)) unless the issuer of such Equity Interests has by the terms of such Equity Interests the option of repaying such amounts or retiring or exchanging such Equity Interests with Equity Interests not convertible or exchangeable or redeemable for Debt (read without reference to this subsection (d));

(e)

all obligations of such Person for the deferred purchase price of Assets or services which constitute indebtedness (other than trade accounts payable and accrued expenses arising in the ordinary course of business);

(f)

all Capitalized Lease Obligations of such Person, obligations under synthetic leases, obligations under sale and leaseback transactions (unless the lease component of the sale and leaseback transaction is an operating lease) and indebtedness under arrangements relating to purchase money liens and other obligations in respect of the deferred purchase price of property and services;

(g)

all Hedge Exposure of such Person; and

(h)

the amount of the contingent obligations of such Person under any guarantee (other than by endorsement of negotiable instruments for collection or deposit in the ordinary course), indemnity or other financial assistance or other agreement assuring payment or performance of, any obligation in any manner of any part or all of an obligation of another Person of the type included in subsections (a) through (g) above;

but excluding, for greater certainty, trade payables and accrued liabilities that are current liabilities incurred in the ordinary course of business for which payment is due within 60 days of the date of any invoice or payment request related thereto; unearned revenue; current and deferred taxes shall not constitute Debt, and, for greater certainty, the stated amount of a letter of credit or any other letter of credit or guarantee shall not be included to the extent that the obligation in respect of which it has been issued is included in one of items (a) to (h) above.

“Default” means any event, fact or circumstance which is or which, with the passage of time, the giving of notice or both, would be an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans required to be funded by it hereunder within three Banking Days of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Banking Days of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, (c) has been determined by a court of competent jurisdiction or regulator to be insolvent or is unable to meet its obligations or admits in writing it is unable to pay its debts as they generally become due, (d) is the subject of a bankruptcy or insolvency proceeding, (e) is subject to or is seeking the appointment of an administrator, regulator, conservator, liquidator, receiver, trustee, custodian or other similar official over any portion of its assets or business, or (f) fails to confirm in writing that it will comply with its obligations hereunder after written request from the Administrative Agent or the Borrower, or a Lender who provides notice in writing, or makes a public statement to the effect that (i) it does not intend to comply with its funding obligations hereunder or (ii) it does not intend to generally comply with any of its funding obligations under other agreements (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent to extending credit hereunder (specifically identified in such writing including, if applicable, by reference to a specific Default) cannot be satisfied).

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“Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of the Borrower since January 1, 2017 and prior to the date hereof with the relevant securities commissions pursuant to the Applicable Securities Laws, including all documents filed by the Borrower on www.sedar.com.

“Distribution” means, with respect to any Person, (i) any dividend or other distribution, direct or indirect, declared or paid on issued Equity Interests of such Person, (ii) any payment (in any form whatsoever) made on account of any redemption, exchange, retirement, purchase or other acquisition for value, and any payment by such Person on account of a sinking fund or similar payment for the redemption, exchange, retirement, purchase or other acquisition for value, direct or indirect, made or paid in respect of the issued Equity Interests of such Person now or hereafter outstanding, (iii) any payment made to retire, or to obtain the surrender of, any outstanding or other rights to acquire issued, Equity Interests of any Obligor now or hereafter outstanding, and (iv) the payment by any Obligor of any royalty, consulting fee, management fee, bonus or similar fee to the shareholders or any Affiliate of such Person, except as otherwise not restricted in accordance with the terms of Section 9.2(r).

“Dollars” or “$” means the lawful currency of the United States of America.

“Drawdown Notice” shall have the meaning ascribed thereto in Section 4.1.

“Encumbrance” means, with respect to any property or Asset, any mortgage, encumbrance, deed of trust, defeasance arrangement, trust arrangement, statutory or deemed trust, assignment, royalty, adverse claim, netting arrangement or right of set-off, pledge, charge, security interest, hypothec, usufruct or encumbrance of any kind or other arrangement, in each case, having the effect of security for the payment or performance of any debt, liability or obligation in respect of such property or Asset, whether or not filed, recorded or otherwise perfected under Applicable Law, including any conditional sale or other title retention agreement, any lease in the nature thereof, including title reservations, limitations, provisos or conditions.

“Enforcement Date” means the date on which the Administrative Agent notifies the Borrower, pursuant to and as then authorized by Section 11.1, that all Secured Obligations owing to the Lenders have become immediately due and payable or on which such Secured Obligations automatically become due and payable pursuant to Section 11.1, whichever occurs first.

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“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non compliance or violation, investigations, inspections, inquiries or proceedings relating in any way to any Environmental Laws or to any permit issued under any such Environmental Laws including, without limitation:

(a)

any claim by a Governing Authority for enforcement, clean up, removal, response, remedial or other actions or damages pursuant to any Environmental Laws; and

(b)

any claim by a person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive or other relief resulting from or relating to Hazardous Materials, including any Release thereof, or arising from alleged injury or threat of injury to human health or safety (arising from environmental matters) or the environment.

“Environmental Laws” means all Applicable Laws relating to the environment or environmental or occupational health and safety matters.

“Equity Interests” means, means, with respect to any Person, all shares, interests, units, trust units, partnership, membership or other interests, participations or other equivalent rights in the Person’s equity or capital, however designated, whether voting or non voting, whether now outstanding or issued after the Closing Date, together with warrants, options or other rights to acquire any such equity interests of such Person and securities convertible into or exchangeable for any such equity interests of such Person.

“Event of Default” means any one of the events set forth in Section 11.1.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to an Agent or any other Finance Party (each, a “Recipient”) or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, Canadian federal or provincial capital Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed under FATCA, (c) any Canadian withholding Taxes imposed on a payment by or on account of any obligation of the Borrower hereunder by reason of the Recipient (i) not dealing at arm’s length (for purposes of the Income Tax Act (Canada)) with the payer of such amount or (ii) being, or not dealing at arm’s length (for purposes of the Income Tax Act (Canada)) with, a specified shareholder (as defined in subsection 18(5) of the Income Tax Act (Canada) of the payer of such amount except, in each case, where the non-arm’s length relationship arises, or where the Recipient is a “specified shareholder” or does not deal at arm’s length with a “specified shareholder”, as a result of the Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or enforced any rights under, a Credit Document, and (d) Taxes attributable to such Recipient’s failure to comply with Sections 6.4(f).

“Exposure” means, with respect to a particular Finance Party at a particular time and without duplication, the aggregate amount of the Secured Obligations owing to such Finance Party at such time determined by such Finance Party.

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any applicable intergovernmental agreements and local implementing laws (including, for greater certainty, Part XVIII of the Tax Act), regulations and official guidance with respect to the foregoing.

“Finance Parties” means, collectively, the Agents and the Lenders.

“Financial Statements” means, at any time, the audited consolidated financial statements of the Borrower for the most recent Fiscal Year.

“Fiscal Quarter” means each three-month period of the Borrower ending on the last day of March, June, September and December during each Fiscal Year.

“Fiscal Year” means the fiscal year of the Borrower which ends on December 31 of each calendar year.

[commercially sensitive information redacted]

“GAAP” or “generally accepted accounting principles” means generally accepted accounting principles accepted in Canada from time to time as recommended in the Handbook of the Chartered Professional Accountants of Canada and its successors and including, where applicable, IFRS.

“Governing Authority” means any government, parliament, legislature, commission or agency or board of any government, parliament or legislature, or any political subdivision thereof, or any court or (without limitation to the foregoing) any other law-, regulation- or rule-making entity (including, without limitation, any central bank, fiscal or monetary authority or authority regulating banks) having jurisdiction in the relevant circumstances, or any Person acting under the authority of any of the foregoing (including, without limitation, any arbitrator) or any other authority charged with the administration or enforcement of Applicable Laws.

“Guarantees” means the guarantees entered into by each of the Guarantors in favour of the Collateral Agent, pursuant to which each Guarantor agreed to guarantee the Secured Obligations of the Borrower, as the same may be amended, modified, supplemented or replaced from time to time.

“Guarantors” means Camino Rojo and Cerro Quema, and each other Restricted Subsidiary that has entered into a Guarantee on or after the date of this agreement, and “Guarantor” means any one of them.

“Hazardous Materials” means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odour, radiation, energy, vector, plasma, constituent, material or any combination thereof which (a) is listed, regulated or prohibited under any Environmental Law, or (b) is hazardous waste, toxic, a pollutant, a deleterious substance or a contaminant under any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“Hedging Agreements” means any arrangement or transaction which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, interest rate option, spot or forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, equity hedging or any other similar transaction (including any option with respect to any of such transactions or arrangements) designed to protect or mitigate against risks in interest, currency exchange, metals or commodity price fluctuations.

“Hedge Exposure” of a Person means all obligations of such Person arising under or in connection with Hedging Agreements; provided that:

(a)

when calculating the value of a Hedging Agreement only the mark-to-market value (or, if any actual amount is due as a result of the termination or close-out of such Hedging Agreement, that amount) shall be taken into account; and

(b)

where any such Hedging Agreement allows for cross-transaction netting, the Hedge Exposure with respect to any counterparty shall be calculated on an aggregate net basis after taking into account all amounts owing by such counterparty to such Person under Hedging Agreements.

“IFRS” means International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

“Indemnified Parties” has the meaning set out in Section 6.3.

“Indemnified Taxes” means Taxes, other than Excluded Taxes.

“Individual Commitment” means, with respect to a particular Lender, the amount set forth in Schedule A for the Tranche One Loan, Tranche Two Loan and Tranche Three Loan, as applicable, as the individual commitment of such Lender to provide such Loan; as reduced or amended from time to time pursuant to Sections 2.3, 6.2 and 13.5.

“Insolvent Person” has the meaning set out in the Bankruptcy and Insolvency Act (Canada), as of the date of this agreement.

“Intellectual Property” means the intellectual property in patents, patent applications, trade-marks, trade-mark applications, trade names, service marks, copyrights, copyright registrations and trade secrets including, without limitation, customer lists and information and business opportunities, industrial designs, proprietary software, technology, recipes and formulae and other similar intellectual property rights.

“Interest Rate” means a rate per annum equal to 8.80%.

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“Investment” means, with respect to any Person, all direct or indirect investments by such Person in other Persons or in Assets in the form of:

(a)

loans, advances or capital contributions (excluding (i) loans or advances to officers and employees made in the ordinary course of business or in connection with the relocation of such officers and employees and (ii) accounts receivable arising from sales or services rendered in the ordinary course of such Person’s business);

(b)

acquisition of any Equity Interests of another Person or any bond, debenture or other indebtedness or debt securities of another Person;

(c)

acquisition, by purchase or otherwise, of all or substantially all of the business, Assets or stock or other evidence of beneficial ownership of a Person; and

(d)

acquisition by purchase or otherwise of any real property and related personal property of a Person.

Any binding commitment to make an Investment in any Person or property and assets, as well as any option of another Person to require an Investment in such Person or property and assets, shall constitute an Investment.

“Loans” means the Tranche One Loan, Tranche Two Loan and Tranche Three Loan, made subject to and in accordance with the terms of this agreement, and “Loan” means any one of them.

“Majority Lenders” means, at any particular time prior to the repayment in full of all Secured Obligations and the termination of all commitments of the Lenders hereunder but subject to the next sentence, such group of Lenders whose Individual Commitments (expressed in Dollars) aggregate at least 75% of the aggregate amount of the Individual Commitments of all of the Lenders at such time. Notwithstanding the preceding sentence and except for the purposes of Section 12.13 of this Agreement, at all times prior to the advance of the Tranche Two Loan, Majority Lenders means the group of Tranche One Lenders whose Individual Commitments (expressed in Dollars) aggregate at least 75% of the aggregate amount of the Individual Commitments of all of the Tranche One Lenders at such time. Notwithstanding the foregoing, the unfunded Individual Commitment of, and the outstanding extensions of credit held or deemed to be held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.

“Material Adverse Change” means any change of circumstances or event reasonably likely to have a Material Adverse Effect.

“Material Adverse Effect” means a material adverse effect on:

(a)

the business, operations, property, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Obligors taken as a whole;

(b)

metals prices, commodity prices, the economy or financial markets that disproportionately affect the Obligors;

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(c)

the ability of the Obligors to perform their obligations under the Credit Documents or the validity or enforceability of the Credit Documents; or

(d)

the ability of any Finance Party to enforce its rights under any Credit Documents.

“Material Agreement” means (i) [commercially sensitive information redacted], (ii) the Material Agreements referred to in Schedule H hereto, and (iii) any agreement to which an Obligor is party, the termination of which could reasonably be expected to have a Material Adverse Effect, including the investor rights agreement between the Borrower and Agnico Eagle Mines Limited dated October 18, 2019.

“Maturity Date” means December 18, 2024.

“Minera Peñasquito Indebtedness” mean the indebtedness owing by the Obligors to Minera Peñasquito, S.A. de C.V. in a principal amount which does not exceed MXN $220,000,000.

“MXN $” means Mexican pesos.

“Net Cash Proceeds” means, with respect to any Permitted Asset Disposition pursuant to Section 9.2(h), the gross cash proceeds (including payments from time to time in respect of instalment obligations, if any) received in respect of such Permitted Asset Disposition, less the sum of:

(a)

the amount, if any, of all Taxes paid or estimated to be payable by or in connection with such Permitted Asset Disposition;

(b)

amounts received in cash required to be reserved for indemnification, adjustment of purchase price or similar obligations pursuant to the agreements governing such Permitted Asset Disposition;

(c)

amounts required to be applied to, and applied to, the repayment of Debt secured by an Encumbrance expressly permitted hereunder on any asset that is the subject of such Permitted Asset Disposition (other than any Encumbrance created pursuant to a Credit Document); and

(d)

reasonable fees, commissions, expenses and costs paid by or on behalf of the selling Obligor relating to such Permitted Asset Disposition.

“Non-Consenting Lender” means a Lender that has not provided its consent to a waiver of, or amendment to, any provision of the Credit Documents where requested to do so by the Borrower or the Administrative Agent if such waiver or amendment requires the consent of all the Lenders and Lenders whose Individual Commitment at the relevant time aggregate at least 75% of the Total Commitment Amount at such time have consented to such waiver or amendment.

“Obligors” means the Borrower and the Guarantors, and “Obligor” means any one of them.

“OFAC” means the United States Office of Foreign Assets Control.

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“OFAC Listed Person” means a Person whose name appears on the list of “Specially Designated Nationals” and “Blocked Persons” published by OFAC.

“OFAC Sanctions Program” means sanctions programmes administered from time to time by OFAC.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than any connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Credit Document or advance thereunder).

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this agreement or any other Credit Document.

“Permits” means all material permits, consents, orders, authorizations, licences, concessions, approvals, rights and privileges or the like issued or granted by any Governing Authority required for the construction, development or operation of the Camino Rojo Project or Cerro Quema Project.

“Permitted Asset Disposition” has the meaning set out in Section 9.2(h).

“Permitted Debt” means any of the following:

(a)

unsecured cash management obligations of the Borrower in the ordinary course of business;

(b)

the Secured Obligations;

(c)

any Debt secured by a Permitted Encumbrance;

(d)

the Minera Peñasquito Indebtedness;

(e)

Permitted Foreign Exchange Hedging Indebtedness;

(f)

a working capital credit facility in a principal amount [commercially sensitive information redacted], and ranking first only on accounts receivable and inventory of the Obligors, provided that such working capital facility is (i) subordinate in all other respects to the Secured Obligations and the Security, and (ii) is in form and substance satisfactory to the Majority Lenders, acting reasonably, and subject to an intercreditor agreement on terms satisfactory to the Majority Lenders, acting reasonably (the “Working Capital Facility”);

(g)

any Guarantee by an Obligor of Debt of any other Obligor if such Debt is permitted under this agreement, excluding any Guarantee by the Borrower or Camino Rojo of any Debt of Cerro Quema or any Debt of any other Restricted Subsidiary;

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(h)

any (i) indebtedness of an Obligor to any other Obligor that is set out in Schedule P, as such amount may be reduced by payment thereof from time to time, or (ii) indebtedness of an Obligor to any other Obligor; provided that such indebtedness is funded by (x) amounts of Permitted Distributions permitted to be used for such purpose, and from such sources, qualifying as Permitted Distributions in compliance with Section 9.2(g), or (y) the proceeds of additional capital raised by the Borrower (in excess of, and excluding, the proceeds of the Additional Equity);

(i)

unsecured Debt of an Obligor to any Affiliate thereof (other than any other Obligor) that is subject to a subordination and postponement agreement in favour of the Administrative Agent in form acceptable to the Administrative Agent, acting reasonably;

(j)

obligations of Camino Rojo consisting of Bonding Obligations,

(k)

obligations of Cerro Quema consisting of Bonding Obligations; provided that such obligations are (i) set out in Schedule P, as such obligations may be reduced by payment thereof from time to time, or (ii) funded by (x) amounts of Permitted Distributions permitted to be used, and from such sources, qualifying as Permitted Distributions in compliance with Section 9.2(g), or (y) the proceeds of additional capital raised by the Borrower (in excess of, and excluding, the proceeds of the Additional Equity); and

(l)

any extension, renewal or replacement of any of the foregoing,

provided that, the aggregate outstanding amount of Debt referred to in subparagraphs (c) (which, for certainty, shall not include the Secured Obligations) and (i) shall not at any time exceed [commercially sensitive information redacted].

“Permitted Distribution” means any of the following, provided that no Default or Event of Default has occurred and is continuing at the time thereof:

(a)

capital contributions and loans by the Borrower to Camino Rojo and other Subsidiaries of the Borrower; provided that such capital contributions and loans made to Subsidiaries other than Camino Rojo are not funded from (i) Additional Capital, or (ii) save and except as permitted by paragraph (b) below, proceeds of the business or operations of any Restricted Subsidiary, or the proceeds of the sale of any shares or Assets of any Restricted Subsidiary;

(b)

subject to compliance with paragraph (d) below, capital contributions and loans in a minimum amount of $1,000,000 and integral multiples of $100,000 thereafter made after such time as the Additional Equity is raised and using (i) proceeds of the business or operations of any Restricted Subsidiary or (ii) proceeds of the sale of any Assets of any Restricted Subsidiary permitted by Section 9.2(h) of this agreement (and not from Additional Capital), in each case to fund the Cerro Quema Project;

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(c)

dividends, loans, repayments or other Distributions by Camino Rojo to the Borrower in a minimum amount of $1,000,000 and integral multiples of $100,000 where all of the proceeds of such dividends, loans, repayments or other Distributions are immediately used to repay the Loans, together with all accrued and unpaid interest thereon and all other Secured Obligations owing by the Obligors to and including the date of such Distribution; and

(d)

dividends, loans, repayments or other Distributions by Camino Rojo to the Borrower or any Restricted Subsidiary in a minimum amount of $1,000,000 and integral multiples of $100,000 thereafter for use by the Borrower or such Restricted Subsidiary for general corporate purposes; provided that, 50% of the proceeds of such dividend, loan, repayment or other Distribution are used by the Borrower or such Restricted Subsidiary for general corporate purposes (which general corporate purpose (i) shall include funding the Cerro Quema Project (including, without limitation, the construction, development and operation thereof), provided that the same is not funded with Additional Capital and (ii) shall not include (x) dividends, loans, share buy-backs, repayments and other Distributions, or (y) the construction, development or operation of, or investment in, or funding of debt service related to, any mine, property or business that is not subject to the Security) and the remaining 50% of such proceeds are immediately distributed to the Borrower to be used to repay the Loans, together with all accrued and unpaid interest thereon and all other Secured Obligations owing by the Obligors to and including the date of such Distribution.

Absent a Default or an Event of Default, and except for the requirement to repay the Loans under (c) above, in no circumstances will the Obligors be required to use more than 50% of the proceeds of any Distributions or Investments to repay the Loans, accrued and unpaid interest thereon and other Secured Obligations.

“Permitted Encumbrances” means, as of any particular time, any of the following with respect to the property and assets of any Obligor:

(a)

the rights reserved to or vested in any municipality or governmental or other public authority by any statutory provision or by the terms of leases, licenses, franchises, grants or permits, which do not materially interfere with the use of or materially detract from the value of the assets subject thereto;

(b)

servitudes, easements, rights-of-way, restrictions and other similar encumbrances imposed by Applicable Law or incurred in the ordinary course of business and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any Obligor;

(c)

Encumbrances imposed by law for Taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted if adequate reserves with respect thereto are maintained in accordance with GAAP on the books of the applicable Obligor;

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(d)

carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction and other like Encumbrances arising by operation of Applicable Law, arising in the ordinary course of business and securing amounts (i) which are not overdue for a period of more than 30 days, or (ii) which are being contested in good faith and by appropriate proceedings and, during such period during which amounts are being so contested, such Encumbrances shall not be executed on or enforced against any Secured Assets, provided that the applicable Obligor shall have set aside on its books adequate reserves therefor and not resulting in qualification by auditors;

(e)

undetermined or inchoate Encumbrances and charges arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with Applicable Law or of which written notice has not been given in accordance with Applicable Law or which although filed or registered, relate to obligations not due or delinquent, including without limitation statutory Encumbrances incurred, or pledges or deposits made, under worker’s compensation, employment insurance, pension and employment and other social security legislation;

(f)

deposits or Encumbrances over cash collateral and securing Bonding Obligations which qualify as Permitted Debt, together with any Encumbrance over the contract for which the underlying instrument was issued as security;

(g)

Encumbrances or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided that such Encumbrances or covenants do not materially and adversely affect the use of the lands by any Obligor;

(h)

customary securities granted to public utilities or to any municipalities or Governing Authorities or other public authority when required by the utility, municipality or Governing Authorities or other public authority in connection with the supply of services or utilities to the Obligors;

(i)

unsecured adverse claims resulting from any judgment or award which does not constitute an Event of Default, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the applicable Obligor shall be prosecuting an appeal or proceeding for review in good faith and by appropriate proceedings and in respect of which a stay of execution pending such appeal or proceeding for review shall have been granted and remains in effect;

(j)

customary statutory Encumbrances incurred or pledges or deposits made in favour of a Governmental Authority to secure the performance of obligations of any Obligor under Environmental Laws to which any assets of such Obligor are subject;

(k)

any and all other statutory liens, charges, adverse claims, prior claims, security interests or encumbrances of any nature whatsoever which are not registered on the title to the property and of which such Obligor does not have notice, claimed or held by any Governing Authority under or pursuant to any Applicable Law, which do not materially interfere with the use of or materially detract from the value of the assets subject thereto;

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(l)

Encumbrances consisting of royalties payable with respect to any Assets of the Obligors existing as of the Closing Date described in Schedule M or otherwise permitted by Section 9.2(c).

(m)

customary rights of set-off or combination of accounts with respect to deposits and/or accounts permitted to be maintained under the terms of this agreement;

(n)

the interest of a vendor or a lessor under any conditional sale agreement, title retention agreement or consignment agreement (or any financing lease having substantially the same economic effect as any of the foregoing) permitted under the terms of this agreement;

(o)

Encumbrances on concentrates, minerals or the proceeds of sale of such concentrates or minerals arising or granted pursuant to a processing arrangement entered into in the ordinary course and upon usual market terms, securing the payment of the Borrower’s or any of its Subsidiaries’ portion of the fees, costs and expenses attributable to the processing of such concentrates or minerals under any such processing arrangement, but only insofar as such Encumbrances relate to obligations which are at such time not past due or the validity of which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with GAAP;

(p)

Encumbrances granted pursuant to the Security Documents;

(q)

Encumbrances on equipment in favour of a Person providing financing for such equipment or securing Capitalized Lease Obligations (and proceeds thereof, including any insurance proceeds related thereto); provided that, such Encumbrance is expressly and strictly limited to the equipment being financed by such Person and its proceeds and the aggregate amount of Debt secured by all such financings [commercially sensitive information redacted];

(r)

Encumbrances in respect of the Working Capital Facility ranking first only on accounts receivable and inventory but subordinate to the Lenders in all other respects, which are subject to an intercreditor agreement on terms satisfactory to the Majority Lenders, acting reasonably;

(s)

Encumbrances in respect of Permitted Foreign Exchange Hedging Indebtedness which are subject to an intercreditor agreement on terms satisfactory to the Majority Lenders, acting reasonably; and

(t)

any extension, renewal or replacement of any of the foregoing.

“Permitted Foreign Exchange Hedging Indebtedness” means foreign exchange related hedging indebtedness of up to 100% of the peso denominated capital expenditures during the Camino Rojo construction period, and which is subject to an intercreditor agreement on terms satisfactory to the Majority Lenders, acting reasonably. Following completion of the Camino Rojo construction period, Permitted Foreign Exchange Hedging Indebtedness shall be limited to contract term not to exceed 12-month and an amount not to exceed up to 25% of the peso-denominated operating costs at the Camino Rojo Project.

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“Permitted Investment” means any of the following Investments:

(a)

[commercially sensitive information redacted];

(b)

Investments made by an Obligor using proceeds of a Permitted Distribution that are not required to be used to prepay the Loans, accrued and unpaid interest thereon and other Secured Obligations;

(c)

Investments made by the Borrower in Camino Rojo using proceeds of the Additional Capital; and

(d)

Investments existing as at the Closing Date described in Schedule N.

“Person” means any individual, partnership, limited partnership, limited liability partnership, limited or unlimited liability company, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, unincorporated syndicate, unincorporated organization, foundation, business entity, trust, trustee, executor, administrator or other legal personal representative or Governing Authority.

“PPSA” means the Personal Property Security Act (Ontario), as amended.

“Proceeds of Realization” means all cash and non-cash proceeds derived from any sale, disposition or other realization of the Secured Assets (i) on or after the Enforcement Date, (ii) upon any dissolution, liquidation, winding-up, reorganization, bankruptcy, insolvency or receivership of any Obligor (or any other arrangement or marshalling of the Secured Assets that is similar thereto) or (iii) upon the enforcement of, or any action taken with respect to, any Security Document.

“Pro Rata Share” means at any particular time with respect to a particular Lender, the ratio of the Individual Commitments of such Lender at such time to the Total Commitment Amount of all of the Lenders at such time.

“Receiver” means a receiver, receiver and manager or the person having similar powers or authority appointed by the Collateral Agent at the direction of the Majority Lenders, or by a court at the instance of the Collateral Agent, in each case respect of the Secured Assets or any part thereof.

“Recipient” shall have the meaning ascribed thereto in the definition of “Excluded Taxes”.

“Release” means any release, spill, emission, leak, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the environment including, without limitation, the movement of Hazardous Materials through ambient air, soil, surface water, ground water, wetlands, land or sub surface strata.

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“Relevant Jurisdiction” means, from time to time, with respect to a Person that is granting Security hereunder, any province or territory of Canada or any other country, political subdivision thereof, in which such Person has its jurisdiction of formation, chief executive office or chief place of business or has tangible real and personal Assets (other than Assets in transit) and, for greater certainty, at the Closing Date includes the locations set forth in Schedule F.

“Responsible Officer” means, with respect to any Person, the chief executive officer, president, or chief financial officer of such Person (and, in the case of the execution and delivery of the Transaction Documents, any other Person properly authorized by resolutions of the board of directors (or equivalent) of such Person, or a valid power of attorney under Applicable Law) and, with respect to an Agent, includes any senior officer of such Agent with responsibility for the administration of the duties of such Agent under this Agreement and the other Credit Documents. Any document delivered hereunder that is signed by a Responsible Officer of an Obligor shall be conclusively presumed to have been authorized by all necessary corporate and/or other action on the part of such Obligor and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Obligor.

“Restricted Subsidiary” means each direct or indirect Subsidiary of the Borrower with a direct or indirect interest in: (i) the Camino Rojo Project or (ii) the Cerro Quema Project.

[commercially sensitive information redacted]

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC or similar program administered under Canadian Sanctions Law.

“Secured Assets” means all of the present and future (a) Assets constituting personal property of the Obligors, (b) Assets constituting real property of the Obligors related to the Camino Rojo Project and (c) any and all proceeds of any of the foregoing.

“Secured Obligations” means all indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by any Obligor to the Finance Parties or any of them or remaining unpaid to the Finance Parties or any of them under or in connection with the Credit Documents. For certainty, “Secured Obligations” shall include interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, in accordance with and at the rate (including any rate applicable pursuant to this agreement upon the occurrence of any Event of Default that is continuing to the extent lawful) specified herein, whether or not such interest is an allowable claim in such bankruptcy proceeding.

“Secured Obligations Termination Date” means the date on which all Secured Obligations (other than those provisions which by their terms survive the termination of the Credit Documents) have been indefeasibly paid in full and the Finance Parties have no Individual Commitments.

“Security” means the Encumbrances created by the Security Documents.

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“Security Documents” means the security documents (as the same may be amended, modified, supplemented, restated or replaced from time to time) which, in the reasonable opinion of the Collateral Agent, are required to be entered into from time to time by the Obligors in favour of the Collateral Agent on behalf of the Finance Parties in order to grant to the Collateral Agent an Encumbrance on the Secured Assets as continuing collateral security for the payment and performance of the Secured Obligations of the Obligors, such security documents to be in form and substance satisfactory to the Collateral Agent and to include the security documents described in Schedule G.

“share” means, at any particular time with respect to a particular Lender and a particular Loan, the ratio of the Individual Commitment of such Lender with respect to such Loan at such time to the aggregate of the Individual Commitments of all Lenders with respect to such Loan at such time.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Borrower.

“Tax Act” means the Income Tax Act (Canada), as the same may be amended, supplemented or replaced.

“Taxes” means all taxes, charges, fees, levies, imposts, rates, dues, premiums and assessments, including all income, sales, use, goods and services, harmonized sales, value added, capital, capital gains, alternative, net worth, transfer, profits, branch, gross receipts, windfall profits, withholding, payroll, employer health, excise, environmental, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges in the nature of a tax including federal, state and provincial pension plan contributions, employment/unemployment insurance payments, employer health and workers’ compensation premiums, together with any instalments with respect thereto, and any interest, fines and penalties with respect thereto, imposed, levied, collected, withheld or assessed by any Governing Authority (including federal, state, local, territorial, provincial, municipal, supranational and foreign Governing Authority), and whether disputed or not.

“Total Commitment Amount” means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

“Tranche One Lenders” means the Lenders set forth in Schedule A as Lenders under the heading “Tranche One Loan”, and “Tranche One Lender” means any of them.

“Tranche One Loan” shall have the meaning ascribed in Section 2.1(a).

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“Tranche Two Loan” shall have the meaning ascribed in Section 2.1(b).

“Tranche Three Loan” shall have the meaning ascribed in Section 2.1(c).

“Transaction Documents” means the Credit Documents and the Warrants and “Transaction Document” means any of the Transaction Documents.

“U.S.” and “United States” means the United States of America, its territories and possessions, and any State of the United States and the District of Columbia.

“U.S. Person” means a (a) U.S. Person as that term is defined in Rule 902 of Regulation S (“Regulation S”) promulgated under the U.S. Securities Act, (b) any person purchasing securities on behalf or the account or benefit of any “U.S. Person” or any person in the United States, (c) any person that receives or received an offer of the securities while in the United States, (d) any person that is in the United States at the time the purchaser’s buy order was made or this subscription was executed or delivered. “U.S. person” includes but is not limited to (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any partnership or corporation organized outside the United States by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; (iv) any estate or trust of which any executor or administrator or trustee is a U.S. person.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and all rules, regulations and orders promulgated thereunder, as amended from time to time.

“Warrants” means, collectively, the 32,500,000 common share purchase warrants in the capital of the Borrower, with an exercise price of Cdn$3.00 per common share and a seven (7) year exercise period from the date of issue, to be issued to each of the Lenders on or before the Closing Date in consideration, inter alia, for such Lender’s commitment to fund the Loans in accordance with the terms of this agreement.

“Working Capital Facility” has the meaning set out in subparagraph (f) of the definition of “Permitted Debt”.

1.2

Other Usages

References to “this agreement”, “the agreement”, “hereof”, “herein”, “hereto” and like references refer to this Loan Agreement and not to any particular Article, Section or other subdivision of this agreement. References to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this agreement. Except as otherwise specifically provided, references in this agreement or any other Credit Document to any contract, agreement, license, franchise or any other instrument (including the Credit Documents) shall be deemed to include references to the same as varied, supplemented, waived, amended, restated or replaced from time to time in accordance with the terms hereof and thereof. References to “include” and “including” shall be read and construed as being followed by the phrase “without limitation”.

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1.3

Plural and Singular

Where the context so requires, words importing the singular number shall include the plural and vice versa.

1.4

Headings

The division of this agreement into Articles and Sections and the insertion of headings in this agreement are for convenience of reference only and shall not affect the construction or interpretation of this agreement.

1.5

Currency

Unless otherwise specified herein, all statements of or references to dollar amounts in this agreement shall mean lawful money of the United States.

1.6

Applicable Law

This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal action or proceeding with respect to this agreement may be brought in the courts of the Province of Ontario and, by execution and delivery of this agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Nothing herein shall limit the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.

1.7

Time of the Essence

Time shall in all respects be of the essence of this agreement.

1.8

Non Banking Days

Whenever any payment to be made hereunder shall be stated to be due or any action to be taken hereunder shall be stated to be required to be taken on a day other than a Banking Day, such payment shall be made or such action shall be taken on the next succeeding Banking Day and, in the case of the payment of any amount, the extension of time shall be included for the purposes of computation of interest, if any, thereon.

1.9

Consents and Approvals

Whenever the consent or approval of a party hereto is required in a particular circumstance, unless otherwise expressly provided for therein, such consent or approval shall not be unreasonably withheld or delayed by such party.

1.10

Schedules

Each and every one of the schedules which is referred to in this agreement and attached to this agreement shall form a part of this agreement.

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1.11

Rule of Construction

The Credit Documents have been negotiated by each party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of the Credit Documents.

1.12

Accounting Terms – GAAP

All accounting terms not otherwise defined in this agreement shall have those meanings assigned to them by, and all calculations are to be made and all financial data to be submitted are to be prepared in accordance with, GAAP, except as otherwise expressly provided.

To the extent that the definitions of accounting terms in this agreement or in any certificate or other document made or delivered pursuant to this agreement are inconsistent with the meanings of such terms under GAAP, the definitions in this agreement or in any such certificate or other document shall prevail.

1.13

Permitted Encumbrances

For the avoidance of doubt, any reference to a Permitted Encumbrance in any Credit Document shall not subordinate or postpone, and shall not be interpreted as subordinating or postponing, any Encumbrance created by any Security Document to such Permitted Encumbrance.

Article 2
CREDIT FACILITY

2.1

Establishment of Credit Facility

Subject to the terms and conditions of this agreement, the Lenders hereby establish in favour of the Borrower a non-revolving term credit facility (the “Credit Facility”) in the amount of $125,000,000 (as such amount may be reduced pursuant to Section 2.3). The Credit Facility shall be advanced to the Borrower in three tranches as follows, subject to and in accordance with the terms of this agreement:

(a)

the first tranche in the amount of $25,000,000 (the “Tranche One Loan”) shall be advanced to the Borrower upon satisfaction of the conditions set forth in Sections 10.1 and 10.2;

(b)

the second tranche in the amount of $50,000,000 (the “Tranche Two Loan”) shall be advanced to the Borrower upon satisfaction of the conditions set forth in Section 10.3; and

(c)

the third tranche in the amount of $50,000,000 (the “Tranche Three Loan”) shall be advanced to the Borrower upon satisfaction of the conditions set forth in Section 10.3.

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2.2

Lenders’ Commitments

Subject to the terms and conditions of this agreement, each Lender severally agrees to advance its share of the Loans to the Borrower based on their respective Individual Commitments provided that the aggregate amount of Loans advanced by each Lender shall not at any time exceed the aggregate Individual Commitments of such Lender. The Tranche One Loan shall be made available to the Borrower contemporaneously by all of the Tranche One Lenders. The Tranche Two Loan and Tranche Three Loan shall be made available to the Borrower contemporaneously by all of the Lenders. No Lender shall be responsible for any default by any other Lender in its obligation to provide its required share of any Loan nor shall the Individual Commitment of any Lender be increased as a result of any such default of another Lender in advancing its required share of such Loan. The failure of any Lender to make available to the Borrower its required share of any Loan shall not relieve any other Lender of its obligation hereunder to make available to the Borrower its required share of such Loans.

2.3

Permanent Reduction of Credit Facility

The amount of the Credit Facility will be permanently reduced with respect to each repayment or prepayment made in accordance with Sections 7.1 and 7.2, such reduction to be in an amount equal to the amount of the repayment or prepayment and to be at the time of the repayment or prepayment. Upon any repayment or prepayment, Schedule A shall be deemed to be amended to reduce the aggregate amount of the Individual Commitments by the amount of such repayment or prepayment, with the Individual Commitment of each Lender reduced on a pro rata basis.

2.4

Termination of Credit Facility

The Credit Facility shall terminate upon the earliest to occur of:

(a)

the termination of the Credit Facility in accordance with Section 11.1;

(b)

the date, if any, on which the Secured Obligations have been indefeasibly repaid in full pursuant to Sections 7.1(b), 7.1(c) or 7.2; and

(c)

the Maturity Date.

Upon the termination of the Credit Facility, the right of the Borrower to obtain any Loan under the Credit Facility and all of the obligations of the Lenders to advance any Loan under the Credit Facility shall automatically terminate.

Article 3
GENERAL PROVISIONS RELATING TO CREDITS

3.1

Funding of Loans

Each Tranche One Lender agrees, severally and not jointly and severally, to make available to the Administrative Agent its share of the Tranche One Loan prior to 12:00 p.m. (Toronto time) on the date which is at least one Banking Day prior to the date for the extension of such loan. For the Tranche Two Loan and Tranche Three Loan, each Lender agrees, severally and not jointly and severally, to make available to the Administrative Agent its Individual Commitment of the principal amount of the Tranche Two Loan and Tranche Three Loan, as applicable, prior to 12:00 p.m. (Toronto time) on the date which is at least five (5) Banking Days prior to the date for the extension of the applicable Loan. The Administrative Agent shall, upon fulfilment by the Borrower of the applicable terms and conditions set forth in Article 10 and as irrevocably authorized and directed in the Drawdown Notice, make the applicable Loan available to the Borrower on the date of the extension of such Loan by crediting the Borrower Account (or causing such account to be credited) provided that the Administrative Agent has received from each applicable Lender, its respective share of the applicable advance.

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3.2

Defaulting Lender

If any Defaulting Lender fails to make available to the Administrative Agent any portion of its share of any Loan, the Administrative Agent shall forthwith give notice of such failure by the Defaulting Lender to the Borrower and the other Lenders and such notice shall state that any Lender may make available to the Administrative Agent all or any portion of the Defaulting Lender’s share of such Loan, as applicable (but in no way shall any other Lender or the Administrative Agent be obliged to do so), in the place and stead of the Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place and stead of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Pro Rata Share of such advance based on the Contributing Lenders’ relative commitments to advance in such circumstance. If any Contributing Lender makes funds available in the place and stead of a Defaulting Lender in such circumstances, then the Defaulting Lender shall (i) pay to such Contributing Lender, forthwith on demand, (x) any amount advanced to the Borrower on the Defaulting Lender’s behalf together with interest thereon at the same rate payable by the Borrower on the funds advanced for each day from the date of advance to the date of payment, against payment by such Contributing Lender making the funds available of all interest received in respect of the Loan from the Borrower, and (y) such Defaulting Lender’s Pro Rata Share of the Commitment Fee previously received by it in an amount equal to the amount of the Defaulting Lender’s failed commitment for such Loan divided by the Total Commitment Amount (the “Defaulting Percentage”), and (ii) transfer to the Contributing Lender, in consideration for payment to the Defaulting Lender of ten dollars ($10) and no other fee or compensation (and at such Defaulting Lender’s sole cost and expense), its Defaulting Percentage of all Warrants previously issued to such Defaulting Lender. In furtherance of the foregoing, each Lender acknowledges and agrees that, until such time as such Lender has funded its respective commitment for the Tranche Two Loan or Tranche Three Loan, as the case may be, such Lender shall not be entitled to sell, assign, transfer or otherwise dispose of (a “Disposition”) that portion of the Warrants issued to it corresponding to the portion of the Loans not yet funded by such Lender at such time divided by the Total Commitment Amount at such time, and that any such Disposition of such Warrants shall be restricted accordingly. In addition to interest as aforesaid, the Borrower shall pay all amounts which would otherwise have been owing and payable by the Borrower to the Defaulting Lender hereunder (with respect to the amounts advanced by the Contributing Lenders to the Borrower on behalf of the Defaulting Lender) to the Contributing Lenders until such time as the Defaulting Lender pays to the Administrative Agent for the Contributing Lenders all amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender.

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3.3

Time and Place of Payments

Unless otherwise expressly provided herein, the Borrower shall make all payments pursuant to this agreement or pursuant to any document, instrument or agreement delivered pursuant hereto by deposit to the Agent Account before 12:00 p.m. (Toronto time) on the day specified for payment and the Administrative Agent shall be entitled to withdraw the amount of any payment due to the Administrative Agent or the Lenders hereunder from such account on the day specified for payment.

3.4

Remittance of Payments

Forthwith after receipt in the Agent Account by the Administrative Agent of any payment of principal, interest, fees or other amounts for the benefit of the Lenders pursuant to Section 3.3, the Administrative Agent shall, subject to Section 6.2, remit to each Lender, in immediately available funds, such Lender’s Pro Rata Share of such payment (except to the extent such payment results from a Loan with respect to which a Defaulting Lender had failed, pursuant to Section 3.2, to make available to the Administrative Agent any portion of its required share of such Loan and where any other Lender has made funds available in the place and stead of such Defaulting Lender).

3.5

Evidence of Indebtedness

The Administrative Agent shall maintain accounts wherein the Administrative Agent shall record the amount of credit outstanding, each payment of principal and interest on account of each Loan. The Administrative Agent’s accounts constitute, in the absence of demonstrable error, prima facie evidence of the indebtedness of the Borrower pursuant to this agreement.

3.6

Notice Periods

Each Drawdown Notice shall be given to the Administrative Agent prior to 3:00 p.m. (Toronto time) on a date not later than the tenth (10^th) Banking Day prior to the date of any drawdown (except for the Drawdown Notice for the Tranche One Loan, which may be given one (1) Banking Day prior to the date of that drawdown). Any Prepayment Notice shall be given to the Administrative Agent prior to 3:00 p.m. (Toronto time) on a date no later than the fifth (5^th) Banking Day prior to the date of any voluntary prepayment.

Article 4
DRAWDOWNS

4.1

Drawdown Notice

Subject to the provisions of this agreement and provided that all of the applicable conditions precedent set forth in Article 10 have been fulfilled by the Borrower or waived by the Lenders as provided in Section 12.13, the Borrower may, from time to time, obtain any Loan hereunder by giving to the Administrative Agent an irrevocable notice in substantially the form of Schedule D (a “Drawdown Notice”) in accordance with Section 3.6 and specifying:

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(a)

the date of the advance of the Loan; and

(b)

the principal amount of the Loan to be advanced.

Article 5
INTEREST AND FEES

5.1

Interest Rates

The Borrower shall pay to the Lenders, in accordance with Section 3.3, interest on the outstanding principal amount from time to time of each Loan at the Interest Rate.

5.2

Calculation and Payment of Interest

(a)

Interest on the outstanding principal amount from time to time of each Loan shall accrue from day to day from and including the date on which such Loan is advanced to but excluding the date on which such Loan is repaid in full (both before and after maturity and as well after as before judgment) and shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

(b)

Accrued interest shall be paid quarterly in arrears on the last Banking Day of December, March, June and September in each year (beginning with March 30, 2020), and on the Maturity Date.

(c)

Prior to the date that the Borrower has raised the Additional Equity, payment of accrued interest shall be paid by the Borrower from its own resources; provided however, the Borrower shall be entitled to use proceeds of the Loan strictly for the purposes of paying accrued interest required to be paid by the Borrower on the last Banking Day of March, 2020 and June, 2020. After the date that the Borrower has raised the Additional Equity, and strictly conditional upon the Borrower raising the Additional Equity, the Borrower shall be entitled to use proceeds of the Loan for the purposes of paying accrued interest on the Loans.

5.3

General Interest Rules

(a)

For the purposes of this agreement, whenever interest is calculated on the basis of a year other than 365 or 366 days, each rate of interest determined pursuant to such calculation expressed as an annual rate for the purposes of the Interest Act (Canada) is equivalent to such rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366 days, respectively.

(b)

Interest on each Loan and on overdue interest thereon shall be payable in the currency in which such Loan is denominated during the relevant period.

(c)

If the Borrower fails to pay any fee or other amount of any nature payable by it to the Administrative Agent or the Lenders hereunder or under any Credit Document or other document, instrument or agreement delivered pursuant hereto as and when due in accordance with the terms of this agreement, the Borrower shall (without duplication to payments required under Section 10.4 or 11.4) pay to the Administrative Agent or the Lenders, as the case may be, interest on such overdue amount in the same currency as such overdue amount is payable from and including such due date to but excluding the date of actual payment (as well after as before judgment), at the rate per annum, calculated and, to the extent unpaid, compounded monthly, which is equal to the Interest Rate plus an additional 2% per annum. Such interest on overdue amounts shall become due and be paid on the earlier of (i) the date that demand is made by the Administrative Agent and (ii) the last day of each month.

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(d)	If any provision of this agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

	(i)	first, by reducing the amount or rate of interest required to be paid to the affected Lender under this Article 5; and

	(ii)	thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

5.4

Commitment Fee

The Borrower shall pay the Lenders an upfront fee in an aggregate amount equal to 1.00% of the Loans (the “Commitment Fee”) on the Closing Date, which Commitment Fee shall be earned and payable to each of the Lenders on the Closing Date on a pro rata basis in their respective Pro Rata Shares. In satisfaction of the payment of the Commitment Fee by the Borrower, each Lender may deduct its pro rata share of such Commitment Fee from the portion of the Tranche One Loan to be advanced by such Lender to the Borrower.

Article 6
replacement of Lenders, Indemnity and Tax Provisions

6.1

Conditions of Credit

The obtaining or maintaining of Loans hereunder shall be subject to the terms and conditions contained in this Article 6.

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6.2

Replacement of Lenders

(a)

If any Lender is a Defaulting Lender, or if any Lender is a Non-Consenting Lender, or if the Borrower is required to pay any additional amount to any Lender or any Governing Authority for the account of any Lender pursuant to Section 6.4, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.5), all its interests, rights and obligations under this agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (a) if such assignee is not otherwise a Lender, Affiliate of any Lender or any fund managed by a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (acting at the written direction of the Majority Lenders), which consent shall not unreasonably be withheld, (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (c) in the case of any such assignment resulting from payments required to be made pursuant to Section 6.4, such assignment will result in a reduction in such compensation or payments. Upon any such assignment, Schedule A shall be deemed to be amended as required to reflect such assignment.

(b)

If the Borrower is required to pay any additional amount to any Lender or any Governing Authority for the account of any Lender pursuant to Section 6.4, then such Lender shall, following a request from the Borrower use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or an Affiliate of such Lender, if, in the judgment of such Lender, acting reasonably, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 6.4 in the future, and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

6.3

Indemnity for Transactional Liability

(a)

The Borrower hereby agrees to indemnify and hold the Agents, each other Finance Party and its Affiliates and each of its and their respective shareholders, officers, directors, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement thereof (which settlement, other than any settlement made to avoid criminal sanction to any Finance Party, is approved by the Borrower) (collectively in this Section 6.3(a), the “Indemnified Liabilities”), incurred or suffered by, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the making of the Loans contemplated herein, (ii) any actual or threatened investigation, litigation or other proceeding relating to any Loan extended or proposed to be extended as contemplated herein or (iii) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities claimed by an Indemnified Party that a court of competent jurisdiction determines, by way of final and unappealable judgement, arose on account of such Indemnified Party’s gross negligence or willful misconduct.

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(b)

All obligations provided for in this Section 6.3 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of this agreement. The obligations provided for in this Section 6.3 shall not be reduced or impaired by any investigation made by or on behalf of an Agent or any other Finance Party.

(c)

The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on the Borrower by this Section 6.3, each Agent and each other Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective Affiliates and each of its and their shareholders, officers, directors, employees and agents.

(d)

If, for any reason, the obligations of the Borrower pursuant to this Section 6.3, shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under Applicable Law.

(e)

The indemnity under this Section 6.3 shall not apply to any matters specifically dealt with in Sections 6.4, 6.5 or 9.1(f).

6.4

Gross-Up for Taxes

(a)

Any and all payments or credits made by or on behalf of the Obligors under this agreement or under any other Credit Document (any such payment being hereinafter referred to as a “Payment”) to or for the benefit of the Administrative Agent or any other Finance Party shall be made without set-off or counterclaim, and without deduction or withholding for, or on account of, any and all present or future Taxes except to the extent that such deduction or withholding is required by law or the administrative practice of any Governing Authority. If any such Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit of the Administrative Agent or any other Finance Party, the Borrower shall:

(i)

promptly notify the Administrative Agent of such requirement;

(ii)

if the Tax is an Indemnified Tax, pay to the Administrative Agent or other Finance Party, as the case may be, in addition to the Payment to which the Administrative Agent or other Finance Party is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or other Finance Party (net of the full amount of any Indemnified Taxes required to be deducted or withheld from the Payment and any additional amount paid by the Borrower under this Section 6.4(a), whether assessable against the Borrower, the Administrative Agent or such other Finance Party) equals the full amount the Administrative Agent or other Finance Party, as the case may be, would have received had no such deduction or withholding been required;

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(iii)

make such deduction or withholding;

(iv)

pay to the relevant Governing Authority in accordance with Applicable Law the full amount of Taxes required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Administrative Agent or other Finance Party under this Section 6.4(a)) within the time period required by Applicable Law; and

(v)

as promptly as possible thereafter, forward to the Administrative Agent or other Finance Party, as the case may be, an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent or other Finance Party, evidencing such payment to such Governing Authority.

(b)

In addition, the Borrower agrees to duly and timely pay any and all present or future Other Taxes to the relevant Governing Authority.

(c)

The Borrower hereby indemnifies and holds harmless the Administrative Agent and each other Finance Party for the full amount of Indemnified Taxes and Other Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 6.4), interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Administrative Agent or any other Finance Party, as applicable, and for all expenses arising therefrom or with respect thereto, or resulting from or relating to the Borrower’s failure to:

(i)

remit to the Administrative Agent or any other Finance Party the documentation referred to in Section 6.4(a)(v); or

(ii)

pay any Taxes or Other Taxes when due to the relevant Governing Authority (including, without limitation, any Taxes imposed by any Governing Authority on amounts payable under this Section 6.4).

The provisions of this Section 6.4(c) shall apply whether or not such Taxes were correctly or legally imposed, asserted or assessed. The Administrative Agent or any other Finance Party who pays any Indemnified Taxes or Other Taxes, shall promptly notify the Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 6.4. Payment pursuant to this indemnification shall be made within 30 days from the date the Administrative Agent or any other Finance Party, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Indemnified Taxes or Other Taxes and the calculation thereof, which calculation shall be conclusive evidence of such amount absent manifest error.

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(d)

If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made under this Section 6.4, the relevant Finance Party, as applicable, shall, if so reasonably requested by the Borrower, reasonably cooperate with the Borrower in challenging such Taxes at the Borrower’s expense.

(e)

If any Finance Party determines in its sole discretion exercised in good faith that it has received a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 6.4, which refund or credit is attributable to the Taxes giving rise to such payment made by the Borrower, then such Finance Party shall reimburse the Borrower for such amount (if any, without interest, but not exceeding the amount of any payment made under this Section 6.4 that gives rise to such refund or credit), net of any out-of-pocket expenses (including Taxes) of such Finance Party which such Finance Party determines in its absolute discretion exercised in good faith will leave it, after such reimbursement, in no worse after-Tax position than it would have been in if such Taxes had not been exigible. The Borrower, upon the request of the Administrative Agent or any other Finance Party, agrees to repay the Administrative Agent or other Finance Party, as the case may be, any portion of any such refund or credit paid over to the Borrower that the Administrative Agent or other Finance Party, as the case may be, is required to pay to the relevant Governing Authority and agrees to pay any interest, penalties or other charges paid by the Administrative Agent or other Finance Party, as the case may be, as a result of or related to such payment to such Governing Authority. Neither the Administrative Agent nor any other Finance Party shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. None of the Finance Parties shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or any other Person in connection with this Section 6.4(e) or any other provision of this Section 6.4.

(f)

Any Finance Party that is entitled to an exemption from or reduction of any Indemnified Taxes or Other Taxes with respect to any payments made under this agreement shall, at the sole cost and expense of the Borrower, deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation as the Borrower or the Administrative Agent may reasonably request to permit such payments to be made without withholding or at a reduced rate of withholding. In addition, each Finance Party, if reasonably requested by the Borrower or the Administrative Agent, shall, at the sole cost and expense of the Borrower, deliver such other documentation reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Finance Party is subject to withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if, in the Finance Party’s sole discretion, acting reasonably, such completion, execution or submission would subject such Finance Party to any unreimbursed cost or expense or could reasonably be expected to materially prejudice, or be materially burdensome to, the legal or commercial position of such Finance Party.

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(g)

The provisions of this Section 6.4 shall survive without limitation the termination of the Credit Facility and this agreement and all other Credit Documents and the permanent repayment of the outstanding credit and all other amounts payable hereunder.

6.5

Environmental Indemnity

Each Obligor shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Administrative Agent from and against any and all claims, suits, actions, damages, costs, losses, liabilities, penalties, obligations, judgements, charges and expenses (including without limitation, all reasonable and documented legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Credit Documents, as successors in interest of the Obligors or any of their Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the Assets of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries), or the past, present or future condition of any part of the Assets of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any Person by the Lenders or an Agent or a Receiver or similar person appointed hereunder or under Applicable Law, in each case, acting reasonably (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. In the case of indemnities covering Environmental Claims provided by an Agent or Lender in favour of an Indemnified Third Party, such Agent or Lender shall provide the Borrower with prompt notice of such indemnity; provided that, (i) neither of the Agents nor any Lender shall have any liability whatsoever for any failure to provide notice as aforesaid and (ii) the failure to provide such notice to the Borrower shall not in any manner affect the right of any Agent or any Lender to give notice of any claim under this Section 6.5. In all other cases, the Administrative Agent shall provide the Borrower with prompt notice of any indemnity covering Environmental Claims provided in favour of an Indemnified Third Party upon a Responsible Officer of the Administrative Agent becoming aware of such indemnity. The provisions of this Section shall survive the repayment of the Secured Obligations.

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6.6

Benefit of Indemnities

For the purposes of providing the benefit of the indemnities contained in Sections 6.3 and 6.5 in favour of the Indemnified Parties and Indemnified Third Parties which are not a party hereto, the applicable Lender or Agent, as the case may be, shall, in addition to contracting on its own behalf, be deemed to be contracting as agent and trustee for and on behalf of such persons.

Article 7
REPAYMENTS AND PREPAYMENTS

7.1

Repayment of Credit Facility

(a)

Mandatory Repayment on Maturity. The Borrower shall repay to the Lenders the outstanding principal amount of the Loans on the Maturity Date, together with all accrued and unpaid interest thereon and all other Secured Obligations owing by the Obligors to and including such date.

(b)

Mandatory Repayment upon a Change of Control. Upon the date of occurrence of a Change of Control, the Borrower shall repay to the Lenders the outstanding principal amount of the Loans together with a premium of two percent (2%) on such principal amount, together with all accrued and unpaid interest thereon and all other Secured Obligations owing by the Obligors to and including such date.

(c)

Mandatory Repayments from the Proceeds of Permitted Distributions. The Borrower shall, upon the occurrence of any Distribution described in paragraphs (b), (c) and (d) of the definition of Permitted Distributions, immediately repay the Loans, together with all accrued and unpaid interest thereon and all other Secured Obligations owing by the Obligors to and including the date of such Distribution in the amounts stated in such subparagraphs as required to be used to repay such amounts..

7.2

Voluntary Prepayments under Credit Facility

The Borrower shall be entitled to prepay all or any portion of any outstanding Loan at any time, without premium or penalty if such prepayment is made solely from cash proceeds from operations of the Borrower or its Subsidiaries. If any prepayment is made with proceeds of (a) third-party debt funding (which funding must be in an amount sufficient to prepay the Secured Obligations in full if such funding does not constitute Permitted Debt), (b) the issuance of Equity Interests by the Borrower or (c) proceeds from the exercise of warrants, the Borrower shall prepay such amounts, together with (i) a premium of 2.0% on the principal amount prepaid and (ii) without duplication, all accrued and unpaid interest thereon and all other Secured Obligations owing by the Obligors to and including the date of such prepayment. Amounts which are prepaid as aforesaid may not be reborrowed.

7.3

Prepayment Notice

The Borrower shall give written notice to the Administrative Agent of each voluntary prepayment pursuant to Section 7.2. Such notice (a “Prepayment Notice”) shall be irrevocable, shall be given in accordance with Section 3.6 and shall specify:

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(a)

the amount of the prepayment to be made;

(b)

the date on which the prepayment is to take place; and

(c)

the source of the funds being used for the prepayment.

Article 8
REPRESENTATIONS AND WARRANTIES

8.1

Representations and Warranties

To induce the Lenders and the Agents to enter into this agreement and to induce the Lenders to advance the Loans hereunder, the Borrower hereby represents and warrants to the Lenders and the Agents, as of the date of this agreement and, as of the date of each advance of the Loans hereunder, as follows, and acknowledges and confirms that the Lenders and the Agents are relying upon such representations and warranties in entering into this agreement and in advancing the Loans hereunder and that such reliance by the Lenders and the Agents shall not be construed to be lessened or mitigated by any due diligence investigation that may be conducted by the Lenders or an Agent:

(a)

Status and Power. Each Obligor is organized, validly existing and is subsisting in good standing under the laws of the jurisdiction governing its existence. Each Obligor is qualified, registered or licensed in all Relevant Jurisdictions. Each Obligor has all requisite capacity, power and authority to own, hold under licence or lease its properties, to carry on its business as now conducted where the nature of its business activities require such qualification, registration or licensing, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Obligor has all requisite corporate capacity to enter into, and carry out the transactions contemplated by, each Credit Document to which it is a party.

(b)

Authorization and Enforcement. All necessary action, corporate or otherwise, has been taken to authorize the execution, delivery and performance of the Credit Documents by each Obligor which is a party thereto. Each Obligor has duly executed and delivered the Credit Documents to which it is a party. The Credit Documents to which each Obligor is a party are legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally, (ii) the fact that the courts may deny the granting or enforcement of equitable remedies and (iii) the fact that, pursuant to the Currency Act (Canada), no court in Canada may make an order expressed in any currency other than lawful money of Canada.

(c)

Compliance with Other Instruments. The execution, delivery and performance by each Obligor of the Credit Documents to which it is a party, and the consummation of the transactions contemplated herein and therein, (i) do not and will not conflict with, result in (A) any breach or violation of, or constitute a default under, the terms, conditions or provisions of the articles or constating documents or by laws of, or any shareholder agreement or declaration relating to, such Obligor or of any law, regulation, judgment, decree or order binding on or applicable to such Obligor or to which its property is subject or (B), any material breach or violation of, or constitute a default under, any Material Agreement, Permit or other instrument to which such Obligor is a party or is otherwise bound or by which such Obligor benefits or to which its Assets are subject, (ii) will not create or give rise to any Encumbrances on any Obligor’s Assets, except for any Encumbrance created or arising under the Credit Documents and (iii) do not require the consent or approval of any Governing Authority or any other party, other than such consents as have been obtained and are in effect.

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(d)

Financial Statements. The Financial Statements and the unaudited quarterly consolidated financial statements for the Borrower were prepared in accordance with GAAP and no Material Adverse Change has occurred in the consolidated financial condition or operations of the Borrower since the date of such Financial Statements. The balance sheet contained in each of the Financial Statements and the unaudited quarterly consolidated financial statements for the Borrower fairly presents in all material respects the consolidated financial condition of the Borrower as at the date thereof and the statements of income contained in the Financial Statements or the unaudited quarterly consolidated financial statements for the Borrower, as applicable, fairly presents in all material respects the consolidated results of operations of the Borrower during the fiscal period covered thereby. Other than as disclosed in the Financial Statements or the unaudited quarterly consolidated financial statements for the Borrower (including the notes thereto), there are no obligations (including contingent obligations) of the Borrower or any of its Subsidiaries of a material nature.

(e)

Litigation, etc. Save and except as set out in Schedule I (which is up to date as of the Closing Date), there are no actions, suits, investigations, claims or proceedings which have been commenced or, to the knowledge of the Borrower, have been threatened in writing against or affecting any Obligor as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

(f)

Title to Assets. Each Obligor has good and marketable title to all of its property, assets and undertaking, free from any Encumbrances other than the Permitted Encumbrances.

(g)

Conduct of Business. No Obligor is in violation of any Applicable Laws (including, without limitation, Environmental Laws) or Permits in a manner which could reasonably be expected to have a Material Adverse Effect. Subject to Schedule O, each Obligor has all Permits which are required to own its properties and Assets and to operate its businesses where they are currently being operated, except (i) those Permits the absence of which could not reasonably be expected to have a Material Adverse Effect and (ii) those which are not now necessary and which are expected to be obtained in the ordinary course of business by the time they are necessary.

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(h)

No Default. No Default or Event of Default exists or would result from the incurring of any Secured Obligations. No Obligor is in default under any Material Agreement or under or with respect to any contractual obligation in any respect which, individually or together with all such defaults, could reasonably be expected to have a Material Adverse Effect, or that would, if such default had occurred after the initial drawdown hereunder, create an Event of Default.

(i)

Tax Returns and Taxes. Each Obligor has filed all material tax returns and tax reports required by law to have been filed by it and has paid all material taxes and governmental charges owing or payable by it, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

(j)

Consents, Approvals, etc. No consents, approvals, acknowledgements, undertakings, non-disturbance agreements, directions or other documents or instruments which have not already been provided to the Administrative Agent are required to be entered into by any Person (i) to implement the transactions at the times and in the manner contemplated by the Credit Documents, (ii) to make effective the Security created or intended to be created by any Obligor in favour of the Collateral Agent at the times and in the manner required pursuant to the Security Documents or (iii) to ensure the perfection and the intended priority of such Security at the times and in the manner required by the Credit Documents, other than financing statements filed in connection with such Security.

(k)

Encumbrances. The Encumbrances granted to the Collateral Agent pursuant to the Security Documents are fully perfected first priority Encumbrances in and to the Secured Assets, subject only to Permitted Encumbrances.

(l)

French Form of Corporate Name. As of the Closing Date, there is no French form of the corporate name of any Obligor.

(m)

Assets Insured. The Obligors maintain insurance policies and coverage over the Secured Assets with insurers, in amounts, for risks and otherwise on terms (subject to the amount of such deductibles as are reasonable and normal in the circumstances) and against loss or damage as are customary for property in the nature of the Secured Assets and in the case of Persons engaged in the same or similar businesses and similarly situated and there is no material continuing default by the applicable Obligors insured under the provisions of such policies of insurance maintained.

(n)

Corporate Structure. As of the Closing Date, Schedule E accurately sets out a corporate structure chart of the Obligors and their Subsidiaries.

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(o)

Employment and Labour Agreements. Each Obligor is in compliance with the terms and conditions of all collective bargaining agreements (if any) and other labour agreements to which it is subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

(p)

Anti-Money Laundering Laws and Anti-Corruption Laws. Each Obligor is in compliance in all material respects, with the PATRIOT Act, the Bank Secrecy Act and AML Legislation or Anti-Corruption Laws (including the U.S. Foreign Corrupt Practices Act of 1977) to the extent any such Obligor is legally required to comply with such laws. Each Obligor and its Subsidiaries has instituted and maintains in effect policies and procedures reasonably designed to ensure compliance by the Obligors, their Subsidiaries and their respective directors, officers, employees and agents with applicable AML Legislation and Anti-Corruption Laws.

(q)

No Material Adverse Effect. Since the date of the most recent Financial Statements of the Borrower furnished to the Administrative Agent, there has been no Material Adverse Change, and no event or circumstance has occurred that could reasonably be expected to result in a Material Adverse Effect.

(r)

Intellectual Property. Each Obligor has rights sufficient for it to use all the Intellectual Property reasonably necessary for the conduct of its business. No Obligor has received any notice of any claim of infringement or similar claim or proceeding relating to any of its Intellectual Property which, if determined against such Obligor, could reasonably be expected to have a Material Adverse Effect.

(s)

Material Agreements and Permits.

(i)

Schedule H accurately sets out all Material Agreements and Permits held (subject to Schedule O) by the Obligors as of the Closing Date.

(ii)

Each Permit is valid, subsisting and in good standing and the Obligors are not in default or breach of any Permit and, to the knowledge of the Obligor, no proceeding is pending or has been threatened in writing by the applicable Governing Authority to revoke or terminate any Permit, except (A) where breach of the foregoing could not reasonably be expected to have a Material Adverse Effect and (b) those Permits which are not now necessary and which are expected to be obtained in the ordinary course of business by the time they are necessary.

(iii)

The Obligors are not in default or breach of any Material Agreement and are not aware of any default thereunder by any party to any Material Agreement, in each case, where such breach or default could reasonably be expected to have a Material Adverse Effect.

(t)

Relevant Jurisdictions. Schedule F identifies in respect of each Obligor as of the Closing Date, the Relevant Jurisdictions including the full address of such Obligor’s chief executive office and all places of business and, if different, the address at which the books and records of such Obligor are located.

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(u)

Solvency. As at the Closing Date and after giving effect to the making of the Loans hereunder on such date, no Obligor is an Insolvent Person.

(v)

Non-Arm’s Length Transactions. All agreements, arrangements or transactions between any Obligor, on the one hand, and any Affiliate of or other Person not dealing at Arm’s Length with such Obligor (other than another Obligor and other than ordinary course arrangements with any employee, management or director of an Obligor), on the other hand, in existence as of the Closing Date are set forth on Schedule J.

(w)

Debt. There exists no Debt of an Obligor that is not Permitted Debt.

(x)

Sanctions. To the best knowledge of the Borrower after due inquiry, neither it nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC or the United States Department of State or under Canadian Sanctions Law (“Sanctions Laws”). No Obligor is a Canada Blocked Person or a Sanctioned Entity. No proceeds of any Loan will be used in any manner that will result in a violation by any Lender of any U.S. sanctions administered by OFAC or the United States Department of State or any Canadian Sanctions Law. Notwithstanding anything in this agreement, nothing in this agreement shall require the Borrower or any of its Subsidiaries that are registered or incorporated under the laws of Canada or of a province thereof, or any officers, directors or employees thereof, to commit an act or omission that contravenes the Foreign Extraterritorial Measures (United States) Order, 1992.

(y)

Environmental.

(i)

Each Obligor and its Assets taken as a whole comply in all respects and the businesses, activities and operations of same and the use of such Assets and the processes and undertakings performed thereon comply in all respects with all Environmental Laws except to the extent that failure to so comply could not reasonably be expected to have a Material Adverse Effect; further, no Obligor knows of any facts which result in or constitute or are likely to give rise to non-compliance with any Environmental Laws, which facts or non-compliance could reasonably be expected to have a Material Adverse Effect.

(ii)

No Obligor has received written notice of non-compliance with any Environmental Laws and, except as previously disclosed to an Agent in writing, has knowledge of any facts which could reasonably be expected to give rise to any notice of non-compliance with any Environmental Laws, which non-compliance has had or could reasonably be expected to have a Material Adverse Effect and no Obligor has received any notice that any Obligor is a potentially responsible party for a federal, provincial, state, regional, municipal or local clean up or corrective action in connection with their respective properties, assets and undertakings where such clean up or corrective action has had or could reasonably be expected to have a Material Adverse Effect.

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(z)

Securities Laws and Public Disclosure.

(i)

The Borrower is in compliance in all material respects with all of its disclosure obligations under the Applicable Securities Laws. Each of the Disclosure Documents filed since January 1, 2017 was, as of the date thereof, in compliance in all material respects with the Applicable Securities Laws and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There is no fact or circumstance known to the Borrower which the Borrower has not publicly disclosed which materially adversely affects, or so far as the Borrower can reasonably foresee, could materially adversely affect, the assets, liabilities (contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of the Borrower or materially adversely affects, or so far as the Borrower can reasonably foresee, could materially adversely affect, the ability of the Borrower to perform its obligations under the Credit Facility. The Borrower has not filed any confidential material change reports with applicable securities regulators that have not been made public.

(ii)

Since December 31, 2018, there has not occurred any material change in the assets, liabilities (absolute, accrued, contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of the Borrower and its subsidiaries taken as a whole, and no event has occurred or circumstance exists which could reasonably be expected to result in such a material change, which has not been publicly disclosed.

(iii)

The Borrower has not disclosed to any Lender any “material fact” or “material change” (as such terms are defined under the Securities Act (Ontario)) with respect to the Borrower that has not been generally disclosed (as such term is used under the Securities Act (Ontario)).

(iv)

No order or ruling preventing, ceasing or suspending trading in any securities of the Borrower or prohibiting the issue and sale of securities by the Borrower has been issued by any Governing Authority and no proceedings or investigations for such purposes have been instituted or, to the best of the knowledge of the Borrower, are pending or threatened by any Governing Authority.

(aa)

Full Disclosure. All written information provided to an Agent or a Lender by or on behalf of the Obligors in connection with the Credit Facility is true and correct in all material respects and none of the documentation furnished to an Agent or any Lender by or on behalf the Obligors in connection with the Credit Facility omits or will omit when furnished, a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made.

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8.2

Accredited Investor Status

Each Lender hereby represents and warrants that it is acquiring the Warrants being issued to it pursuant to the exemption provided by Section 2.3 of National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”) as an “accredited investor” and is either acquiring the Warrants as principal for its own account, or is deemed to be acquiring the Warrants as principal for its own account in accordance with applicable securities laws and has completed, executed and delivered the Accredited Investor Status Certificate attached as Schedule K hereto and the information contained therein is true and correct. No Lender was created, and is being used, solely to acquire and hold the Warrants in reliance on an exemption from prospectus requirements under applicable securities laws. In addition, each Lender that is a U.S. Person hereby represents and warrants that it is an “accredited investor” that meets the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act and the Warrants are being issued to a limited number of Lenders that are U.S. Persons pursuant to the exemption from registration provided by Rule 506 of Regulation D under the U.S. Securities Act and exemptions from the qualification requirements under applicable state securities laws and has completed, executed and delivered the U.S. Accredited Investor Certification Letter attached as Schedule L hereto and the information contained therein is true and correct.

8.3

Survival of Representations and Warranties

All of the representations and warranties of the Borrower contained in Section 8.1 and of the Lenders contained in Section 8.2 shall survive the execution and delivery of this agreement and shall continue until the Secured Obligations Termination Date, notwithstanding any investigation made at any time by or on behalf of the Administrative Agent or any of the Lenders.

Article 9
COVENANTS

9.1

Affirmative Covenants

The Borrower hereby covenants and agrees with the Agents and the Lenders that, until the Secured Obligations Termination Date, or unless waived in writing in accordance with Section 12.13:

(a)

To Pay Taxes. Each Obligor shall file all material Tax returns required to be filed by it with the relevant Governing Authority and timely and duly pay or cause to be paid all material Taxes due and payable by it to the relevant Governing Authority, save and except when and so long as the validity of any such Taxes that are in good faith being contested by appropriate proceedings and for which the applicable Obligor is maintaining adequate reserves.

(b)

Existence and Conduct of Business. Each Obligor shall maintain its existence in good standing (subject to Section 9.2(i)) and do or cause to be done all things necessary to keep in full force and effect all necessary Permits, rights, licences and qualifications to carry on business in any jurisdiction in which it carries on business, except where such failure could not be reasonably expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, all mineral concessions referred to in Schedule H, as such mineral concessions may be renewed or extended from time to time (and all additional mineral concessions obtained after the date of this agreement, if any, required for the construction, development or operation of the Camino Rojo Project or Cerro Quema Project) shall be maintained in full force and effect; provided that each Obligor may relinquish any mining concession that is not required for the construction, development or operation of the Camino Rojo Project or the Cerro Quema Project upon one Banking Day’s prior written notice to the Administrative Agent of such Obligor’s intention to do so.

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(c)

Compliance with Applicable Laws. Each Obligor shall (i) comply with all Applicable Laws (including compliance with all Environmental Laws), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (ii) comply with all AML Legislation, Anti-Corruption Laws and applicable Sanctions Laws.

(d)

Reporting. The Borrower shall deliver to the Administrative Agent for further distribution to the Lenders:

(i)

during the construction of the Camino Rojo Project, monthly financial reports prepared for management and the board of directors of the Borrower concurrently with delivery of such reports to the management and board of directors of the Borrower;

(ii)

following completion of the construction of the Camino Rojo Project:

(A)

within 45 days after the end of each of the first three Fiscal Quarters of the Borrower in each Fiscal Year, unaudited quarterly consolidated financial statements for the Borrower; and

(B)

within 90 days after the end of each Fiscal Year of the Borrower, annual audited consolidated financial statements for the Borrower, including separated results for the fourth Fiscal Quarter of such Fiscal Year;

(iii)

concurrently with the delivery of the financial statements described in paragraphs (ii)(A) and (ii)(B), an executed and completed compliance certificate, in the form attached as Schedule B, evidencing compliance with the terms of this agreement;

(iv)

prompt notice of any Default or Event of Default after the Borrower learns of the occurrence thereof;

(v)

prompt notice of any (u) Material Adverse Change, (v) material litigation, (w) threatened or pending material environmental investigation or claim, and (x) proceedings or actions related to any Permits; and

(vi)

prompt notice of (and if requested, a copy of) each Material Agreement (and any amendment thereto) to which any Obligor is a party or becomes a party.

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Information required to be delivered pursuant to Section 9.1(d)(ii) shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet, at www.sedar.com or at another website identified by the Borrower by notice to the Administrative Agent and accessible by the Lenders without charge.

(e)

Use of Proceeds. The Borrower shall apply all of the proceeds of the Additional Capital to (i) finance the construction and/or the development of the Camino Rojo Project (including early project works, purchasing long-lead items and working capital needs related to the Camino Rojo Project), (ii) [commercially sensitive information redacted], and (iii) fund the normal course general and administrative expenses of the Obligors consistent with previous practice of such Obligors (provided that no proceeds of the Additional Capital shall be used to fund the exploration, development or construction of the Cerro Quema Project). For greater certainty, the aforementioned proceeds of the Additional Capital may not be used in any manner whatsoever in connection with the acquisition, development, construction or operation of, or investment in, any mine, property or business that will not be subject to the Security and a first ranking Encumbrance (subject to Permitted Encumbrances other than any Encumbrance in respect of (x) Debt described in subparagraphs (a) and (b) of the definition of Debt, and (y) Debt incurred in subparagraphs (g) and (h) of the definition of Debt as credit support for the Debt described in subparagraph (x) immediately above) in favour of the Finance Parties.

(f)

Reimbursement of Expenses. The Borrower shall (i) reimburse each Agent, on demand, for all reasonable out-of-pocket costs, charges and expenses incurred by or on behalf of such Agent (including, without limitation, the reasonable and documented legal fees, disbursements and other charges of counsel incurred by such Agent) in connection with the negotiation, preparation, execution, delivery, syndication, administration and interpretation of the Credit Documents and the closing documentation ancillary to the completion of the transactions contemplated hereby and thereby (for greater certainty, on or before the Closing Date) and any amendments and waivers hereto (whether or not consummated or entered into), and any search fees, (ii) reimburse each Agent within seven (7) days following demand (or if an Event of Default has occurred and is continuing, on demand), for all reasonable out-of-pocket costs, charges and expenses incurred by or on behalf of such Agent (including the documented fees, disbursements and other charges of counsel) incurred in connection with the ongoing administration of the Credit Documents and (iii) reimburse the Agents and the Lenders, on demand, for all reasonable out-of-pocket costs, charges and expenses incurred by or on behalf of any of them (including the documented fees, disbursements and other charges of counsel) incurred in connection with the enforcement of the Credit Documents.

(g)

Prompt Payment. Each Obligor shall duly and punctually pay or cause to be paid to the Lenders and the Agents all amounts payable under this agreement and the other Credit Documents on the due dates and at the places, in the currency and in the manner mentioned herein.

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(h)

Operation of Assets. Each Obligor shall operate its businesses and properties and conduct all operations in accordance with prudent industry practice in all material respects, and in accordance with Applicable Law and with the terms and provisions of applicable Permits in all material respects, except, in each case, where such the failure to do so could not be reasonably expected to have a Material Adverse Effect.

(i)

Books and Records. Each Obligor shall at all times maintain proper records and books of account and therein make true and correct entries of all dealings and transactions relating to its business.

(j)

Inspection. Each Obligor shall, upon reasonable notice, permit representatives of, or consultants to, the Collateral Agent and Lenders (as a group), during regular business hours, subject to compliance with applicable health and safety protocols, to inspect any of its Assets, and conduct environmental site assessments and/or compliance audits, as required by the Collateral Agent (at the direction of the Arranging Lender or the Majority Lenders, acting reasonably), examine and report on all insurance maintained by or on behalf of each Obligor, as required by the Collateral Agent (at the direction of the Arranging Lender or the Majority Lenders, acting reasonably) and to examine and take extracts from its books and records, including but not limited to books and records stored in computer data banks and computer software systems, and to discuss its financial condition with its senior officers and (in the presence of such of its representatives as it may designate) its auditors; provided that, prior to an Event of Default that is continuing, all such visits, inspections and inquiries shall occur not more than once in any Fiscal Year.

(k)

Other Information. The Borrower shall, with reasonable promptness, provide to the Agents such other books of account, records, reports, and other papers and information relating to any Obligor or relating to the ability of any Obligor to perform its obligations under this agreement or any other Credit Document to which it is a party as, from time to time, may be reasonably requested by an Agent, including information readily available to the Borrower explaining the Borrower’s financial statements if such information has been reasonably requested.

(l)

Insurance.

(i)

Each Obligor shall maintain insurance in such types and in such amounts as are customary in the case of Persons engaged in the same or similar business as the Obligors and similarly situated. The Collateral Agent, on behalf of the Finance Parties, shall be designated as a first loss payee on all of the Obligors’ property policies, and all of the Obligors’ liability insurance policies shall designate the Collateral Agent and “the Lenders from time to time under the Loan Agreement” as additional insured parties.

(ii)

To the extent that the Administrative Agent receives any proceeds of any property or casualty insurance policy maintained by an Obligor hereunder and:

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(A)

(B)

the aggregate amount of such proceeds (excluding proceeds which have been either (y) previously reinvested in productive Assets of an Obligor, or (z) committed to be reinvested solely in other productive Assets of an Obligor pursuant to a binding contractual commitment, purchase order or similar binding legal instrument and which are segregated in an account of such Obligor containing only such proceeds (and are not comingled with any other Assets of such Obligor)) is equal to or exceeds $5,000,000 in the aggregate for all such proceeds at any time (“Restricted Insurance Proceeds”) then, provided that (I) no Default has occurred and is continuing, (II) such Obligor, as applicable, undertakes to repair, restore, replace or otherwise remedy any damage or destruction of its Assets giving rise to such proceeds, or reinvest the proceeds in other productive Assets, in a manner satisfactorily described in a written plan delivered to the Agent within thirty (30) days of payment of such proceeds by the applicable insurer (a “Reinvestment Plan”), and (III) such Reinvestment Plan has been approved by the Majority Lenders (acting reasonably), the Administrative Agent shall release the Restricted Insurance Proceeds to the Borrower or other applicable Obligor for application towards such repair, restoration, replacement or reinvestment in accordance with the Reinvestment Plan and reasonable disbursement procedures to be agreed to by the Borrower or other Obligor as applicable, on the one hand, and the Administrative Agent, on the other hand. To the extent that the Majority Lenders do not approve of the Reinvestment Plan as aforesaid, or no Reinvestment Plan is delivered in the manner and time period described above, the Administrative Agent shall apply the Restricted Insurance Proceeds to permanently reduce the Secured Obligations.

(iii)

For certainty, any insurance proceeds arising from the relevant Secured Assets on or after the occurrence of an Event of Default that is continuing shall be applied in accordance with Section 12.21.

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(m)

Change in Scheduled Information. If any of the information contained in Schedule E and/or F shall change, the Borrower shall promptly notify the Administrative Agent in writing of the details of such change within 10 days thereof, and Schedule E and/or Schedule F, as the case may be, shall thereupon be deemed to be amended accordingly.

(n)

Change of Name or Jurisdiction of Incorporation. If any Obligor changes its corporate name, adopts a French form of name or changes its jurisdiction of organization or the jurisdiction of its location for the purposes of the PPSA or other Applicable Laws applicable to the Security, the Borrower shall promptly notify the Collateral Agent in writing of the details of such change or adoption and Section 8.1(l), as the case may be, shall thereupon be deemed to be amended accordingly.

(o)

Material Agreements. Each Obligor shall at all times be and remain in compliance in all material respects with all of its covenants, agreements and obligations in and diligently enforce all its material rights under all Material Agreements to which it is a party, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(p)

[commercially sensitive information redacted]

(q)

Working Capital. The Obligors shall, at all times on and after the advance of the Tranche One Loan, maintain (on an unconsolidated basis) an aggregate minimum net working capital of no less than $5,000,000; provided that each calculation of net working capital shall exclude the amount of the Minera Peñasquito Indebtedness after such time that the Minera Peñasquito Indebtedness becomes due and payable in accordance with the terms of the agreement governing such indebtedness (as such terms exist on the Closing Date).

(r)

Additional Guarantors. With respect to any Person that becomes a Restricted Subsidiary of the Borrower after the Closing Date, the Borrower shall promptly (and in any event within 30 days after such Person becomes a Restricted Subsidiary) (i) pledge and deliver to the Collateral Agent the certificates, if any, representing all of the equity interests of such Restricted Subsidiary, together with undated stock powers or other appropriate instruments of transfer duly executed and delivered by an authorized officer of the holder(s) required pursuant to Applicable Laws in order to grant a first priority Encumbrance over such equity interests in favour of the Collateral Agent, and all intercompany notes owing from such Restricted Subsidiary to any Obligor, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Obligor, (ii) cause such Restricted Subsidiary (i) to execute (A) a guarantee or such comparable documentation to become a Guarantor and (B) Security Documents as required to grant, in favour of the Collateral Agent, an Encumbrance on the Secured Assets of such Restricted Subsidiary, substantially in the form delivered by the Obligors, and (iii) to take all actions necessary in the opinion of the Administrative Agent (acting on the written instructions of the Majority Lenders), acting reasonably, to cause the Encumbrance created by the applicable Security Document to be perfected to the extent required by such Security Document in accordance with all Applicable Law, including the filing of financing statements, filings in applicable land registry offices or such other filings and notices in such jurisdictions as may be reasonably requested by the Collateral Agent (acting at the written direction of the Majority Lenders).

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(s)

Environmental Covenants.

(i)

Each Obligor shall conduct their business and operations so as to comply at all times with all Environmental Laws if the consequence of a failure to comply, either alone or in connection with any other such non-compliances, could reasonably be expected to have a Material Adverse Effect.

(ii)

If any Obligor shall:

(A)

receive or give any notice that a violation of any Environmental Law has or may have been committed or is about to be committed by the same, and if such violation has or could reasonably be expected to have a Material Adverse Effect;

(B)

receive any notice that a complaint, proceeding or order has been filed or is about to be filed against the same alleging a violation of any Environmental Law, and if such violation could reasonably be expected to have a Material Adverse Effect; or

(C)

receive any notice requiring it to take any action in connection with the release of Hazardous Materials into the environment or alleging that it is be liable or responsible for costs associated with a response to or to clean up a Release of Hazardous Materials into the environment,

it shall promptly provide each Agent with a copy of such notice and shall furnish to the each Agent from time to time all reasonable information requested by the Administrative Agent relating to the same.

(t)

Registrations. The Borrower shall record, file or register, at its own expense, applications for registration or financing statements (and continuation or financing change statements when applicable), and make any other registrations or filings, including where required, the registration of each of the Security Documents (collectively, “Registrations”) with respect to the Secured Assets now existing and hereafter created or arising and the creation of Encumbrances therein under and as contemplated by the Security Documents, meeting the requirements of Applicable Law, in such manner and in such jurisdictions as are necessary or desirable to protect, perfect and maintain the protection and perfection of, such Encumbrances, and to deliver a file stamped copy of each such Registration or other evidence of such Registration to the Collateral Agent; provided that, for greater certainty, the initial recordings, filings and registrations in respect of the Security Documents to be executed and delivered as a condition to the advance of the Tranche One Loan, and the Tranche Two Loan and Tranche Three Loan, as applicable, shall only be required to be made at the times required in accordance with the applicable conditions precedent set out in Sections 10.1 and 10.3, as applicable. If any Obligor (i) changes its corporate name, adopts a French form of name or changes its jurisdiction of organization or the jurisdiction of its location for the purposes of the PPSA or other Applicable Laws applicable to the Security, or (ii) takes any other action, which in any such case would, under the Applicable Law, require the amendment of any Registration recorded, registered and filed in accordance with the provisions hereof, the Borrower shall promptly file such Registrations as are necessary or desirable to continue the perfection of the Encumbrances in the Secured Assets intended under the Security Documents. In furtherance of the foregoing, the Borrower shall promptly notify the Collateral Agent of all Registrations made or required to be made, together with all customary and pertinent details relating to each such Registration and the Security covered thereby. The Collateral Agent may, but shall be under no obligation whatsoever to, record, file or register any Registration, or make any other recording, filing or registration in connection herewith or with the Security Documents.

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(u)

Further Assurances. Each Obligor shall, at the Borrower’s sole expense, execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under Applicable Law, or that the Collateral Agent may reasonably request (acting at the written direction of the Majority Lenders), in order to grant, preserve, protect and perfect the validity and intended priority of the Encumbrances created or intended to be created by the Security Documents in the Secured Assets.

9.2

Restrictive Covenants

The Borrower hereby covenants and agrees with the Agents and the Lenders that, until the Secured Obligations Termination Date, or unless waived in writing in accordance with Section 12.13:

(a)

Permitted Debt. No Obligor shall incur, create, assume or suffer to exist any Debt in excess of [commercially sensitive information redacted] in the aggregate for all such Obligors, other than Permitted Debt.

(b)

Permitted Encumbrances. No Obligor shall incur, create, or suffer to exist any Encumbrance, other than Permitted Encumbrances.

(c)

Streams and Royalties. No Obligor shall grant a stream, royalty or like interest in or related to the Assets of such Obligor which form part of the Camino Rojo Project or the Cerro Quema Project without the prior written consent of the Majority Lenders; provided that, (i) royalties in existence as of the date of this agreement which, for greater certainty, do not include royalties relating to the Cerro Quema Project other than as disclosed on Schedule M, (ii) royalties required by any Governing Authority in Mexico or Panama in connection with the Camino Rojo Project or Cerro Quema Project, and (iii) [commercially sensitive information redacted].

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(d)

Investments. No Obligor shall make any Investment using proceeds of the Additional Capital, other than Permitted Investments. For greater certainty, except for Investments made by the Borrower in Camino Rojo, no Investments may be made by any Obligor in any Subsidiary other than Investments funded using (x) proceeds of a Permitted Distribution that are not required to be used to repay the Loans, accrued and unpaid interest thereon and other Secured Obligations in accordance with the terms of this agreement, or (y) the proceeds of additional capital raised by the Borrower (in excess of, and excluding, the proceeds of the Additional Equity).

(e)

Comingling. The Additional Capital shall not be comingled or otherwise combined with any of the Assets of any Subsidiary of the Borrower that is not an Obligor.

(f)

Business Activities. No Obligor shall conduct any business other than (i) the exploration, extraction, processing and sale of base metals, precious metals and by-products derived therefrom, and (ii) such other business that is the same, similar or otherwise related, ancillary or complimentary thereto, in each case which does not detract from the continued construction, development, operation, viability and prospects of the Camino Rojo Project.

(g)

Distributions. No Obligor shall make, declare or pay any Distributions without obtaining prior written consent from the Majority Lenders, other than Permitted Distributions.

(h)

Dispositions. No Obligor shall sell, transfer, lease or otherwise convey (each, an “Asset Disposition”) all or any part of its Assets without the prior written consent of the Majority Lenders, except for (i) the sale, transfer or other disposition in the ordinary course of business of inventory, obsolete, scrap and worn-out material, equipment or other assets (ii) transactions between Obligors permitted pursuant to Section 9.2(m), (iii) any sale, transfer or other disposition of Assets relating to, any sulphide project pursuant to the Option Agreement dated November 7, 2017 among the Borrower, CR Acquisitions Ltd., Camino Rojo and Newmont Goldcorp Corporation (as successor to Goldcorp Inc.) (“NGC”) (as the same may be amended, restated, supplemented or otherwise modified from time to time to increase the interest that NGC may acquire in any such sulfide project), (iv) any sale, transfer or other disposition of the Equity Interests of Monitor Gold Corp.; provided that, the consideration received therefor remains subject to the Security, and (v) the sale of other Assets of such Obligor with a fair market value not exceeding $5,000,000 in the aggregate in any Fiscal Year (each sale in this clause (v), an “Other Asset Disposition”) provided that, in the case of such Other Asset Disposition, such Obligor shall (subject to subparagraph (z) below) have the right, within 180 days thereof, to reinvest the proceeds of such Other Asset Disposition in assets useful for the operation of its business provided that (x) no Default has occurred and is continuing, (y) if the proceeds of such Other Asset Disposition arise from the sale of Secured Assets, the assets subject to such reinvestment shall at all times be subject to the Security, and (z) if the proceeds of such Other Asset Disposition are not so reinvested within such 180 day period, the Net Cash Proceeds of such Other Asset Disposition are immediately applied to repayment of the Loans in accordance with Section 7.2; and (vi) the disposition of the Cerro Quema Project to a Person dealing at Arm’s Length with the Obligors (each of (i) through (vi), a “Permitted Asset Disposition”); provided further that the Borrower shall, in the case of any proposed sale of the Cerro Quema Project, provide written notice to the Lenders at least 10 Banking Days prior to (x) launching any sales process for the Cerro Quema Project or, (y) if no such sales process is launched, entering into any agreement for the sale of the Cerro Quema Project; and provided further that the Net Cash Proceeds from any Disposition of the Cerro Quema Project shall be applied as a permanent prepayment of the Loans in accordance with Section 7.2.

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(i)

Consolidation, Merger, Amalgamation; Transfer of All Assets. No Obligor shall (a) consolidate with, or merge or amalgamate with or into, any other Person other than with another Obligor and provided that the Administrative Agent is satisfied, acting reasonably, in each case that (x) the Borrower and each other successor remains liable under all applicable Transaction Documents in accordance with all Applicable Laws, and (y) that all Security remains binding and perfected first priority security under all Applicable Laws (subject to Permitted Encumbrances); or (b) sell, transfer or otherwise dispose of all or substantially all of its Assets in any manner whatsoever.

(j)

Constating Documents. No Obligor shall enter into any transaction to change or amend its articles, by-laws or any other constating documents to create any new class or classes of shares or equity interests whatsoever.

(k)

Terrorism Sanctions Regulations. No Obligor shall (a) become a Blocked Person or a Canada Blocked Person, or (b) have any Investments in or engage in any dealings or transactions with any Blocked Person or Canada Blocked Person except in accordance with Applicable Law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of the Credit Facility by an Agent or a Lender to be in violation of any laws or regulations administered by OFAC or any similar Governing Authority of any jurisdiction. Notwithstanding the foregoing, nothing in this agreement shall require any Obligor that is registered or incorporated under the laws of Canada or of a province to commit an act or omission that contravenes the Foreign Extraterritorial Measures (United States) Order, 1992.

(l)

Hedging. The Obligors shall not enter into any Hedging Agreement for speculative purposes.

(m)

Transactions with Affiliates. No Obligor shall enter into, directly or indirectly, any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of Assets of any kind or the rendering of any service) with any Affiliate of such Obligor on terms materially less favourable to such Obligor than would be obtainable in a comparable Arm’s Length transaction in the ordinary course of business; provided that such restriction will not apply to (i) any transaction where such Obligor is the net beneficiary of such arrangement, (ii) transaction between or among Obligors and not involving any of their Affiliates and (iii) any Permitted Distribution, Permitted Debt or Permitted Investment.

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(n)

Change of Control. No Obligor shall enter into, directly or indirectly, any transaction or group of related transactions that results a Change of Control.

(o)

Subsidiaries. No Obligor shall have any Restricted Subsidiaries other than those set out on Schedule E, except as permitted in accordance and in compliance with Section 9.1(r).

(p)

Fiscal Year. The Borrower shall not change its Fiscal Year end.

(q)

Additional Equity. No portion of the Additional Equity shall be redeemed, retracted or repaid, and no payments of any kind shall be made to the holders thereof on account of such Additional Equity, in any amount or in any manner whatsoever while any Secured Obligations are outstanding.

(r)

Consulting Fees, Etc. No Obligor shall pay any consulting fee, management fee, bonus or similar fee to its shareholders or Affiliates, or any employee, officer or director thereof, save and except for payments made on terms that would be obtainable in a comparable Arm’s Length transaction in the ordinary course of business and consistent with past practice or prudent industry practice.

9.3

Performance of Covenants by Administrative Agent

At any time that an Event of Default has occurred and is continuing, either Agent may, on the instructions of the Majority Lenders and upon notice by such Agent to the Borrower, perform any covenant of the Borrower under this agreement or any other Credit Document which the Borrower fails to perform or cause to be performed and which such Agent is capable of performing, including any covenants the performance of which requires the payment of money, provided that such Agent shall not be obligated to perform any such covenant on behalf of the Borrower and no such performance by such Agent shall require such Agent to further perform the Borrower’s covenants or shall operate as a derogation of the rights and remedies of such Agent and the Lenders under this agreement or any other Credit Document or as a waiver of such covenant by such Agent. Any amounts paid by such Agent as aforesaid shall be reimbursed by the Lenders in their Pro Rata Shares and shall be repaid by the Borrower to such Agent on behalf of the Lenders on demand.

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Article 10
CONDITIONS PRECEDENT

10.1

Conditions Precedent to Effectiveness of this Agreement

The effectiveness of this agreement on the Closing Date and the obligations of the applicable Lenders to extend the Tranche One Loan to the Borrower by way of drawdown under the Credit Facility is subject to fulfillment of (or waiver pursuant to Section 12.13) of the following conditions precedent:

(a)

the Administrative Agent’s and counsel to the Arranging Lender’s receipt of the following:

(i)

original counterparts of this agreement, executed by a Responsible Officer of the Borrower;

(ii)

each Security Document described as Tranche One Security Documents on Schedule G, executed by each Obligor party thereto;

(iii)

a certified copy of the articles of incorporation or amalgamation, and by-laws (or analogous organizational documents) of each Obligor and any shareholders’ agreement of each Obligor;

(iv)

a certificate of status or good standing (or equivalent) for each Obligor issued by the appropriate Governing Authority of the jurisdiction in which each Obligor, as applicable, is incorporated or formed, to the extent available in such jurisdiction;

(v)

a certified copy of the resolution of the board of directors (or equivalent) of each Obligor executed by a Responsible Officer, authorizing it to execute, deliver and perform its obligations under the Transaction Documents to which it is party or is to be a party on or after the date of this agreement, respectively;

(vi)

a certificate executed by a Responsible Officer, setting forth specimen signatures of the individuals of each Obligor authorized to sign the Transaction Documents to which it is party or is to be a party on or after the date of this agreement, respectively; and

(vii)

a certificate of the Borrower, certifying that no Default or Event of Default has occurred and is continuing on the Closing Date or would arise after giving effect to the Transaction Documents executed and delivered on the Closing Date;

(b)

there shall not have occurred any material adverse effect on (i) the business, operations, property, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Obligors taken as a whole or (ii) metals prices, commodity prices, the economy or financial markets that disproportionately affect the Obligors, taken as a whole;

(c)

the Administrative Agent and the Lenders shall have received all requisite information to identify each Obligor under the applicable “know your client” and AML Legislation delivered at least five 5 Banking Days prior to the Closing Date to enable the Administrative Agent and the Tranche One Lenders to complete such identification;

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(d)

the Administrative Agent and counsel to the Arranging Lender shall have received evidence that all insurance required to be maintained pursuant to Section 9.1(l) has been obtained and is in effect and that each Obligor is in compliance with the requirements of Section 9.1(l);

(e)

the Administrative Agent and counsel to the Arranging Lender shall have received copies of a recent Encumbrance and judgment search in each jurisdiction reasonably requested by counsel to the Arranging Lender with respect to the Obligors and the Security Documents described as Tranche One Security Documents on Schedule G;

(f)

the Arranging Lender shall have completed all business, legal and financial due diligence and be satisfied with the results thereof, in its sole discretion, acting reasonably;

(g)

the Administrative Agent and counsel to the Arranging Lender shall have received, in form and substance satisfactory to the Agents, their counsel and counsel to the Arranging Lender, acting reasonably, a customary opinion of counsel to each of the Obligors (in each applicable jurisdiction), addressed to the Lenders and the Agents, relating, without limitation, to the status and capacity of the Obligors, the due authorization by the Obligors, execution and delivery by the Obligors and the validity and enforceability of the Transaction Documents (save for the Security Documents described as Tranche Two/Three Security Documents on Schedule G), the validity and perfection of the Encumbrances created by the Security Documents, including perfection by control if applicable under relevant Applicable Laws (save for the Security Documents described as Tranche Two/Three Security Documents on Schedule G), non-contravention or breach of constating documents and Applicable Laws, the completion of all required filings and registrations with the applicable Governing Authority in respect of the Transaction Documents (save for the Security Documents described as Tranche Two/Three Security Documents on Schedule G) and the obtaining of all relevant Governing Authority approvals in respect of the Transaction Documents (save for the Security Documents described as Tranche Two/Three Security Documents on Schedule G) and such other customary matters as the Administrative Agent (on instructions of counsel to the Arranging Lender) may reasonably request;

(h)

all fees and expenses of the Agents and the Arranging Lender due and payable hereunder on or prior to Closing, including, to the extent invoiced, all reasonable and documented legal fees and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Credit Document, shall have been paid by the Borrower in full;

(i)

the Borrower shall have provided to the Administrative Agent and the Lenders all other documents provided for herein.

(j)

the representations and warranties of the Borrower and each other Obligor contained in Article 8 or any other Credit Document shall be true and correct in all respects, in each case as of the Closing Date (unless such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);

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(k)

no Default or Event of Default shall exist or would arise immediately upon the Closing Date;

(l)

the Administrative Agent and counsel to the Arranging Lender shall have received, to the satisfaction of the Arranging Lender, evidence that the Borrower has complied with all applicable regulatory (including from the Toronto Stock Exchange), corporate and governmental requirements, including any required consents and approvals in respect of the drawdown of the Tranche One Loan and the issuance of the Warrants, separately as applicable;

(m)

no litigation or similar proceeding enjoining or restricting the Credit Facility shall have occurred and be continuing;

(n)

each of the Lenders has received its Pro Rata Share of the Warrants;

(o)

registrations and filings to perfect the Security created or intended to be created by the Tranche One Security Documents specified on Schedule G under the laws of British Columbia and any other applicable Canadian jurisdiction required to perfect such Security shall have been made, in form and substance satisfactory to counsel for the Arranging Lender (excluding, for greater certainty, any requirement for perfection under the local laws of any non-Canadian jurisdiction) and a notation shall have been made on the shareholder register of each of the Restricted Subsidiaries, if applicable, noting the pledge and granting of security to the Collateral Agent, on behalf of the Lenders, over all of the securities of such Restricted Subsidiaries;

(p)

the physical share certificates representing all of the shares of Camino Rojo and Cerro Quema, duly endorsed in blank, shall have been delivered to the Collateral Agent; and

(q)

the Administrative Agent and counsel to the Arranging Lender shall have received a certificate signed by a Responsible Officer of the Borrower confirming the satisfaction of the conditions set forth in the preceding clauses (j) and (k) as of the Closing Date.

10.2

Conditions Precedent to All Loans

The obligation of the Lenders to make each Loan hereunder is subject to fulfillment of the following conditions precedent on the date each advance of the Loan is extended:

(a)

the Borrower shall have complied with the requirements of Article 4 in respect of the relevant Loan;

(b)

no Default or Event of Default shall have occurred and be continuing or would arise immediately after giving effect to or as a result of the advance of the relevant Loan;

(c)

the representations and warranties of the Borrower contained in all Credit Documents and Article 8 shall be true and correct in all respects on the date such advance of the relevant Loan is made as if such representations and warranties were made on such date (unless such representations and warranties specifically refer to an earlier date, in which case such representation and warranties shall be true and correct as of such earlier date); and

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(d)

the Administrative Agent and counsel to the Arranging Lender shall have received a certificate signed by the Borrower confirming the satisfaction of the conditions set forth in the preceding clauses (b) and (c) as of the date such advance of the relevant Loan is made.

10.3

Conditions Precedent to Tranche Two Loan and Tranche Three Loan

The obligations of the Lenders to advance the Tranche Two Loan or Tranche Three Loan to the Borrower is subject to fulfillment of the following conditions precedent on or prior to the date of the applicable advance:

(a)

the conditions precedent set forth in Section 10.2 shall have been satisfied;

(b)

the Administrative Agent’s and counsel to the Arranging Lender’s receipt of the following:

(i)

original counterparts each Credit Document not previously delivered pursuant to Sections 10.1;

(ii)

if not previously delivered as a condition to the advance of the Tranche Two Loan;

(A)

to the extent there has been any amendment, change or other modification thereto since the Closing Date, a certified copy of the articles of incorporation or amalgamation, and by-laws (or analogous organizational documents) of each Obligor and any shareholders’ agreement of such Obligor;

(B)

a certificate of status or good standing (or equivalent) for each Obligor issued by the appropriate Governing Authority of the jurisdiction in which such Obligor, as applicable, is incorporated or formed, to the extent available in such jurisdiction;

(C)

to the extent there has been any amendment, change or other modification thereto since the Closing Date, a certified copy of the resolution of the board of directors (or equivalent) of each Obligor executed by a Responsible Officer authorizing it to execute, deliver and perform its obligations under each such Credit Document required to be delivered pursuant to Section 10.3(b)(i) to which it is party;

(D)

a certificate executed by a Responsible Officer of each Obligor delivering any Credit Document required to be delivered pursuant to Section 10.3(b)(i) setting forth specimen signatures of the individuals authorized to sign each such Credit Document to which it is party; and

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(iii)

a certificate executed by a Responsible Officer of the Borrower certifying that no Default or Event of Default has occurred and is continuing as of the date of the advance of the Tranche Two Loan or Tranche Three Loan, as applicable, or would arise after giving effect to the advance of such Loan;

(c)

the Administrative Agent and counsel to the Arranging Lender shall have received, in form and substance satisfactory to the Agents, their counsel and counsel to the Arranging Lender, acting reasonably, a customary opinion of counsel to each Obligor (in each applicable jurisdiction), addressed to the Lenders and the Agents, relating, without limitation, to the status and capacity of such Obligors, the due authorization by such Obligors, execution and delivery by such Obligors and the validity and enforceability of such Credit Documents, the validity and perfection of the Encumbrances created by any Security Document not previously delivered pursuant to Section 10.1, including perfection by control if applicable under relevant Applicable Laws, non-contravention or breach of constating documents and Applicable Laws, the completion of all required filings and registrations with the applicable Governing Authority in respect of such Credit Documents and the obtaining of all relevant Governing Authority approvals in respect of such Credit Documents and such other customary matters as the Administrative Agent (on instructions of counsel to the Arranging Lender) may reasonably request;

(d)

there shall not have occurred on or as of the date thereof any fact, circumstance, event, change, occurrence or effect that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(e)

the Arranging Lender shall have received evidence that the Additional Equity has been received by the Borrower;

(f)

if not previously delivered in connection with the advance of the Tranche Two Loan, the Administrative Agent and counsel to the Arranging Lender shall have received evidence that all insurance required to be maintained pursuant to Section 9.1(l) has been obtained and is in effect and that each Obligor is in compliance with the requirements of Section 9.1(l);

(g)

if not previously delivered in connection with the advance of the Tranche Two Loan, the Administrative Agent and counsel to the Arranging Lender shall have received evidence that the Obligors have, subject to Schedule O, obtained all Permits necessary for the commencement of the construction and development of the Camino Rojo Project, and the Majority Lenders shall be satisfied (acting reasonably) that the Obligors will obtain all necessary Permits for the continued construction, development and operation of the Camino Rojo Project as such Permits are necessary;

(h)

[commercially sensitive information redacted]

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(i)

if not previously delivered in connection with the advance of the Tranche Two Loan, (x) all Security Documents and related documents and instruments shall have been properly registered, recorded and filed in all places and all necessary notations have been made on the applicable shareholder registers (if not previously made and maintained), (y) lien and other necessary searches shall have been completed in all jurisdictions, and (z) deliveries of all consents, approvals, acknowledgements, undertakings, estoppels and subordination agreements contemplated herein, directions, negotiable documents of title, ownership certificates, share certificates (together with endorsements in blank) and other similar documents shall have been made and maintained, in each case, which in the opinion of the Administrative Agent’s counsel, acting at the written direction of counsel to the Arranging Lender (acting reasonably), are required to make effective the Security created or intended to be created by the Security Documents and to ensure the perfection and the intended priority of such Security;

(j)

all fees and expenses of each Agent and the Arranging Lender due and payable prior to the date of advance of the Tranche Two Loan or Tranche Three Loan, as applicable, including, to the extent invoiced, all reasonable and documented legal fees and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Credit Document, shall have been paid by the Borrower in full (or arrangement for payment thereof satisfactory to the applicable Agent shall have been made); and

(k)

in the case of the Tranche Three Loan, the date of the advance of the Tranche Three Loan is within 6 months of the date of advance of the Tranche Two Loan.

10.4

Waiver

The terms and conditions of Sections 10.1, 10.2 and 10.3 are inserted for the sole benefit of the Administrative Agent and the Lenders, and the Administrative Agent (based on the written approval and direction of the Majority Lenders) may waive any such term or condition in accordance with Section 12.13, in whole or in part, with or without terms or conditions.

Article 11
DEFAULT AND REMEDIES

11.1

Events of Default

Upon the occurrence of any one or more of the following events, unless expressly waived in writing in accordance with Section 12.13:

(a)

the breach by the Borrower of Section 7.1;

(b)

the failure of any Obligor to pay any amount due under the Credit Documents (other than amounts due pursuant to Section 7.1) within three Banking Days after payment of such amount becoming due and payable;

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(c)

the Borrower shall fail to perform or observe any covenant or condition contained in Section 9.1(d)(iv), Section 9.1(p) or Section 9.1(q) or in any provision of Section 9.2;

(d)

if any representation or warranty made by any Obligor in any Transaction Document or in any other document, agreement or instrument delivered pursuant hereto or thereto or referred to herein or therein or any material information furnished in writing to an Agent or any Lender by any Obligor proves to have been incorrect in any material respect if such representation or warranty is not otherwise qualified by materiality and in any respect if such representation or warranty is already qualified in any way by materiality when made or furnished and, if such breach of a representation and warranty is capable of remedy, such breach continues for twenty (20) days from the earlier of (i) the Administrative Agent (acting at the written direction of the Majority Lenders) or any Lender providing written notice thereof to the Borrower, or (ii) the applicable Obligor becoming aware of the incorrect representation or warranty;

(e)

the breach or failure of due observance or performance by any Obligor of any covenant or provision of any Transaction Document (other than those previously referred to in Section 10.2(a) through (c) inclusive) and such breach or failure continues for twenty (20) days from the earlier of (i) the Administrative Agent (acting at the written direction of the Majority Lenders) or any Lender providing written notice thereof to the Borrower, or (ii) the applicable Obligor becoming aware of such breach or failure;

(f)

if an event of default under any one or more agreements, indentures or instruments under which (i) any Obligor has outstanding Debt in an amount of at least [commercially sensitive information redacted] in the aggregate or (ii) under which any other Person has outstanding Debt in an amount [commercially sensitive information redacted] in the aggregate which is guaranteed by any Obligor, shall occur (with all applicable grace periods having expired) and be continuing, and, as a result thereof, the repayment of any such Debt is accelerated, or is capable of being accelerated, prior to the stated maturity thereof, or if any such Debt which is payable on demand is not paid on demand;

(g)

if an event of default occurs under any one or more Material Agreements (a “Defaulted Agreement”) and (i) in the case of the investor rights agreement between the Borrower and Agnico Eagle Mines Limited, continues for more than ten (10) Banking Days, and (ii) in the case of any other Defaulted Agreement, continues for more than thirty (30) days unless such Defaulted Agreement is replaced with an agreement within such time period (which agreement shall be promptly delivered to the Administrative Agent) (x) between the applicable Obligor and an Arm’s Length Person having substantially the same credit quality and ability to perform its obligations as the counter party to the Defaulted Agreement, and (y) providing the applicable Obligor party thereto with substantially the same commercial terms as contained in the Defaulted Agreement;

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(h)

one or more final and non-appealable judgments for payment of money in an aggregate amount in excess of [commercially sensitive information redacted] is obtained against any Obligor and such judgment or decree shall not have been and remain released, bonded, discharged, vacated, satisfied, stayed pending appeal or accepted for payment by an insurer within forty-five (45) days from the date of being entered;

(i)

any Assets of any Obligor having an aggregate fair market value of at least [commercially sensitive information redacted] in the aggregate for all Obligors are seized or expropriated by any Governing Authority or any other Person and such seizure or expropriation continues in effect and is not released or discharged for more than forty-five (45) or such longer period during which entitlement to the use of such property continues with the applicable Obligor, and such Obligor is contesting the same in good faith and by appropriate proceedings, provided that if the property is removed from the use of such Obligor, or is sold, in the interim, such grace period shall cease to apply;

(j)

any Transaction Document becomes or is determined by a court of competent jurisdiction to be illegal, invalid and unenforceable or any Obligor repudiates any Transaction Document, and such determination or repudiation is not remediated within twenty (20) days of such Obligor becoming aware of such determination or making such repudiation;

(k)

a judgment, decree or order of a court of competent jurisdiction is entered against any Obligor, (i) adjudging it bankrupt or insolvent, or approving a petition seeking its reorganization or winding-up under any Bankruptcy Law; or (ii) appointing a receiver, trustee, liquidator, or other Person with like powers, over all, or substantially all, of the property of it; or (iii) ordering the involuntary winding up or liquidation of the affairs of it, unless, in each case, such Obligor commences forthwith to diligently and in good faith contest such proceeding and such proceeding is dismissed, stayed or discharged within forty-five (45) of the commencement thereof;

(l)

(i) a resolution is passed for the dissolution, winding-up, reorganization, arrangement or liquidation of any Obligor, pursuant to Applicable Law; (ii) any Obligor institutes proceedings to be adjudicated bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it under any Bankruptcy Law; (iii) any Obligor consents to the filing of any petition under any such law or to the appointment of a receiver, or other person with like powers, over all, or substantially all, of any of its property; (iv) any Obligor makes a general assignment for the benefit of creditors, or becomes unable to pay its debts generally as they become due; or (v) any Obligor takes or consents to any action in furtherance of any of the aforesaid purposes; or

(m)

[commercially sensitive information redacted],

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the Administrative Agent (with the approval and instructions of the Majority Lenders) may, by notice to the Borrower, terminate the Credit Facility (provided, however, that the Credit Facility shall automatically terminate, without notice of any kind, upon the occurrence of an event described in clause (k) or (l) above) and the Administrative Agent (with the approval and instructions of the Majority Lenders) may, by the same or further notice to the Borrower, declare all indebtedness and Secured Obligations of the Borrower to the Lenders pursuant to this agreement to be immediately due and payable whereupon all such indebtedness shall immediately become and be due and payable and the Security shall become immediately enforceable, without further demand or other notice of any kind and the Collateral Agent may (with the approval and written instructions of the Majority Lenders) enforce or cause to be enforced the Security, all of which are expressly waived by the Borrower (provided, however, that all such indebtedness and Secured Obligations of the Borrower to the Lenders shall automatically become due and payable, without notice of any kind, upon the occurrence of an event described in clause (k) or (l) above).

For greater certainty, each of the financial measures in the events described in this Section 11.1 shall be without duplication, and the aggregate amount of any such defaults or judgments outstanding at any point shall [commercially sensitive information redacted].

11.2

Remedies Cumulative

The Borrower expressly agrees that the rights and remedies of the Agents and the Lenders under this agreement and the other Credit Documents are cumulative and in addition to and not in substitution for any rights or remedies provided by law. Any single or partial exercise by the any Agent or any Lender of any right or remedy for a default or breach of any term, covenant or condition in this agreement and the other Credit Documents does not waive, alter, affect or prejudice any other right or remedy to which such Agent or such Lender may be lawfully entitled for the same default or breach. Any waiver by the Administrative Agent with the approval of the Majority Lenders or all of the Lenders in accordance with Section 12.13 of the strict observance, performance or compliance with any term, covenant or condition of this agreement and the other Credit Documents is not a waiver of any subsequent default and any indulgence by the Lenders with respect to any failure to strictly observe, perform or comply with any term, covenant or condition of this agreement and the other Credit Documents is not a waiver of the entire term, covenant or condition or any subsequent default. No failure or delay by any Agent or any Lender in exercising any right shall operate as a waiver of such right nor shall any single or partial exercise of any power or right preclude its further exercise or the exercise of any other power or right.

11.3

Set-Off

In addition to any rights now or hereafter granted under Applicable Law, and not by way of limitation of any such rights, each Agent and each Lender is authorized, at any time that an Event of Default has occurred and is continuing without notice to the Borrower or to any other Person, any such notice being expressly waived by the Borrower, to set off, appropriate and apply any and all deposits, matured or unmatured, general or special, and any other indebtedness at any time held by or owing by such Agent or such Lender to or for the credit of or the account of the Borrower (but excluding any indebtedness or other amounts owing by the Administrative Agent or such Lender to or for the credit or of the account of the Borrower in connection with the Warrants) against and on account of the obligations and liabilities of the Borrower which are due and payable to such Agent or such Lender, as the case may be, under the Credit Documents.

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11.4

Default Interest

Upon the occurrence and during the continuance of any Event of Default, the principal amount of each Loan under the Credit Facility together with all accrued and unpaid interest and other unpaid amounts payable hereunder shall bear interest at the Interest Rate plus an additional 2% per annum, shall be due and paid on the earlier of (i) the date that demand is made by the Administrative Agent and (ii) the last date of each month and, to the extent unpaid, shall be compounded monthly.

Article 12
THE AGENTs

12.1

Appointment and Authorization of Agents

Each Finance Party hereby appoints and authorizes, and hereby agrees that it will require any assignee of any of its interests in the Credit Documents (other than the holder of a participation in its interests herein or therein) to appoint and authorize each the Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Documents as are delegated to such Agent by such Finance Party by the terms hereof, together with such powers as are reasonably incidental thereto (and no individual Lender shall have any rights to take any such actions or exercise such powers so delegated). Each Agent may perform any of its duties hereunder by or through its agents or employees. Neither Agent shall, nor shall any of its directors, officers, employees or agents, be liable to any of the Finance Parties for any action taken or omitted to be taken by it or them hereunder or thereunder or in connection herewith or therewith, except for its own negligence or wilful misconduct and each Finance Party hereby acknowledges that each Agent is entering into the provisions of this Section 12.1 on its own behalf and as agent and trustee for its directors, officers, employees and agents. The provisions of this Article 12 are solely for the benefit of the Agents, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Credit Document (or any similar term) with reference to each Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Neither Agent shall, under any circumstances, be construed to be partner or joint venture of any Lender.

12.2

Interest Holders

Each Agent may treat each Lender set forth in Schedule A or the Person designated in the last notice delivered to it under Section 13.5 as the holder of all of the interests of such Lender under the Credit Documents. Any request, authority or consent of any Lender (i) who, at the time of making such request or giving such authority or consent, is listed as a Lender in Schedule A or designated in the last notice delivered to it under Section 13.5 as the holder of all of the interests of such Lender, and (ii) relating to any matter or circumstance arising prior to the Effective Date (as defined in Schedule C) of such assignment shall, to the extent of the interests of such Lender under the Credit Documents so assigned, be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding rights and interests of such Lender hereunder.

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12.3

Consultation with Counsel

Each Agent may consult with legal counsel selected by it as counsel for such Agent and shall not be liable for any action taken or not taken or suffered by it in good faith and in accordance with the advice and opinion of such counsel.

12.4

Documents

Neither Agent shall be under any duty to the Finance Parties to examine, enquire into or pass upon the validity, effectiveness or genuineness of the Credit Documents or any instrument, document or communication furnished pursuant to or in connection with the Credit Documents and each Agent shall, as regards the Finance Parties, be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

12.5

Responsibility of the Agents

The duties and obligations of each Agent to the Finance Parties under the Credit Documents are only those expressly set forth herein or as specified in the other Credit Documents. Neither Agent shall have any duty to the Finance Parties to investigate whether a Default or an Event of Default has occurred. Each Agent shall, as regards the Finance Parties, be entitled to assume that no Default or Event of Default has occurred and is continuing unless a Responsible Officer of such Agent has actual knowledge or has been notified by the Borrower of such fact or has been notified by a Finance Party that such Finance Party considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof. The duties of the Agents shall be mechanical and administrative in nature, and the Agents shall not have, by reason of this Agreement or the other Credit Documents, a fiduciary relationship in respect of any Lender.

12.6

Action by the Agents

Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile message, electronic mail, cablegram, radiogram, order or other documentary teletransmission, telephone message, Internet or intranet website posting or other distribution believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Each Agent shall be entitled to request written instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Credit Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and each Agent may refrain from acting unless and until it receives those written instructions or that clarification. In the absence of written instructions, each Agent as applicable, may act (or refrain from acting) as it considers to be in the best interests of the Finance Parties. Each Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it on behalf of the Finance Parties by and under this agreement; provided, however, that neither Agent shall exercise any rights under Section 11.1 or the Security Documents or expressed to be on behalf of or with the approval of the Majority Lenders without the request, consent or instructions of the Majority Lenders. Furthermore, any rights of an Agent expressed to be on behalf of or with the approval of the Majority Lenders shall be exercised by such Agent upon the written request or instructions of the Majority Lenders. Neither Agent shall incur any liability to the Finance Parties under or in respect of any of the Credit Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or wilful misconduct as finally determined by a court of competent jurisdiction. Each Agent shall in all cases be fully protected in acting or refraining from acting under any of the Credit Documents in accordance with the instructions of the Majority Lenders and any action taken or failure to act pursuant to such instructions shall be binding on all Finance Parties. In respect of any notice by or action taken by either Agent hereunder, the Borrower shall at no time be obliged to enquire as to the right or authority of such Agent to so notify or act.

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12.7

Notice of Events of Default

In the event that the Responsible Officer of an Agent shall acquire actual knowledge or shall have been notified of any Default or Event of Default, such Agent shall promptly notify the other Finance Parties and the Agents shall take such action and assert such rights under Section 11.1 and under the other Credit Documents as the Majority Lenders shall request in writing and the Agents shall not be subject to any liability by reason of acting pursuant to any such request. If the Majority Lenders shall fail for five Banking Days after receipt of the notice of any Default or Event of Default to request the Agents to take such action or to assert such rights under any of the Credit Documents in respect of such Default or Event of Default, each Agent may, but shall not be required to, take such action or assert such rights (other than rights under Section 11.1 or under the other Credit Documents and other than giving an express waiver of any Default or any Event of Default) as it deems in its discretion to be advisable for the protection of the Finance Parties except that, if the Majority Lenders have instructed an Agent not to take such action or assert such rights, in no event shall such Agent act contrary to such instructions unless required by law to do so.

12.8

Responsibility Disclaimed

No Agent shall be under any liability or responsibility whatsoever as agent hereunder or under any of the Credit Documents:

(a)

to any Obligor or any other Person as a consequence of any failure or delay in the performance by, or any breach by, any Finance Party or Finance Parties of any of its or their obligations under any of the Credit Documents;

(b)

to any Lender or Lenders as a consequence of any failure or delay in performance by, or any breach by, any Obligor of any of its obligations under any of the Credit Documents;

(c)

as agent hereunder to any Lender or Lenders for any statements, representations or warranties in any of the Credit Documents or in any other documents contemplated hereby or thereby or in any other information provided pursuant to any of the Credit Documents or any other documents contemplated hereby or thereby or for the validity, effectiveness, enforceability or sufficiency of any of the Credit Documents or any other document contemplated hereby or thereby;

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(d)

for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;

(e)

to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion under the Credit Documents. Each Agent may refuse to perform any duty or exercise any right or power unless it receives assurances, indemnity and/or security satisfactory to it against the costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power;

(f)

for any unsuitability, inadequacy, expiration or unfitness of any security interest created hereunder or pursuant to any other security documents pertaining to this matter nor shall it be obligated to make any investigation into, and shall be entitled to assume, the adequacy and fitness of any security interest created hereunder or pursuant to any other security document pertaining to this matter;

(g)

for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may, in good faith, do or refrain from doing in connection herewith, in each case except for its own gross negligence or willful misconduct;

(h)

for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if such loss or damage was foreseeable or it has been advised of the likelihood of such loss or damage and regardless of the form of action;

(i)

except with respect to its own gross negligence or willful misconduct, to any Finance Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the priority of any lien or security interest created or purported to be created under or in connection with, any security document or any other instrument or document furnished pursuant thereto;

(j)

for any liability with respect to monitoring compliance of any other party to the Credit Documents or any other document related hereto or thereto. Neither Agent has any duty to monitor the value or rating of any collateral on an ongoing basis; or

(k)

to segregate any money held by such Agent in trust hereunder or under any Credit Document from other funds except to the extent required by Applicable Law. Such Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing.

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12.9

Indemnification

The Lenders agree to indemnify each Agent (to the extent not reimbursed by the Borrower) on a several basis only and in their respective Pro Rata Shares from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any nature whatsoever which may be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of any of the Credit Documents or any other document contemplated hereby or thereby or any action taken or omitted by such Agent under any of the Credit Documents or any document contemplated hereby or thereby, except that no Finance Party shall be liable to either Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or wilful misconduct of such Agent as finally determined by a court of competent jurisdiction.

12.10

Credit Decision

Each Lender represents and warrants to the Administrative Agent that:

(a)

in making its decision to enter into this agreement and to make its Pro Rata Share of the Credit Facility available to the Borrower, it is independently taking whatever steps it considers necessary to evaluate the financial condition and affairs of the Obligors and that it has made an independent credit judgment without reliance upon any information furnished by the Administrative Agent; and

(b)

so long as any portion of the Credit Facility is being utilized by the Borrower, it will continue to make its own independent evaluation of the financial condition and affairs of the Obligors.

12.11

Successor Agent

Subject to the appointment and acceptance of a successor Agent, as provided below, each Agent may resign at any time by giving 30 days written notice thereof to the Borrower and the Finance Parties. Upon any such resignation, the Majority Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Agent is an Affiliate or Subsidiary of the retiring Agent on the date hereof or (y) for so long as an Event of Default has occurred and is continuing), shall have the right to appoint a successor Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor Agent shall have been so appointed and shall have accepted such appointment by the time of such resignation, then the retiring Agent may, on behalf of the Finance Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), petition a court of competent jurisdiction to appoint a successor Agent which shall be a recognized custodian or collateral agent or trustee organized under the laws of Canada or the United States of America which has combined capital and reserves in excess of Cdn. $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent (in its capacity as such Agent but not in its capacity as a Finance Party) and the retiring Agent shall be discharged from its duties and obligations hereunder (in its capacity as such Agent but not in its capacity as a Finance Party). After any retiring Agent’s resignation hereunder, provisions of this Article 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

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12.12

Delegation by an Agent

Each Agent shall have the right to delegate any of its duties or obligations hereunder or under any of the Credit Documents to any of its Affiliates upon terms and conditions and subject to regulations as such Agent may think to be in the interests of the Finance Parties as a whole, and may, but is not required to, employ any agents or other assistants (including, counsel, accountants, appraisers, other experts, agencies and advisors) as it may reasonably require for the proper determination and discharge of its duties hereunder, so long as, in each case, such Agent shall not thereby be relieved of such duties or obligations and provided that such Agent will not be responsible for any negligence or misconduct on the part of any delegates, agents or other assistants or for any liability incurred by any Person as a result of not appointing such delegates, agents or other assistants if such Agent has acted honestly and in good faith and exercised that degree of care, diligence and skill that a reasonably prudent administrative or collateral agent would exercise in comparable circumstances.

12.13

Waivers and Amendments

(a)

Subject to Sections 12.13(b) and (c), any term, covenant or condition of any of the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.

(b)

Notwithstanding Section 12.13(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:

(i)

increase either the Total Commitment Amount or the Individual Commitment of any Lender under the Credit Facility or extend the Maturity Date;

(ii)

extend the time for the payment of interest or principal on Loans owing to any Lender, forgive any portion of principal thereof or reduce the stated rate of interest thereon;

(iii)

amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility;

(iv)

change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders, Finance Parties, Exposure, Secured Obligations, Secured Obligations Termination Date or any definition forming part thereof;

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(v)

reduce the stated amount or postpone the date for payment of any fees or other amount to be paid to any Lender pursuant to Article 5;

(vi)

permit any subordination of the Secured Obligations;

(vii)

release or discharge (or amend in a manner which would have that effect) the Security Documents, in whole or in part (other than a release or discharge of Security pursuant to Section 12.24); or

(viii)

alter the terms of this Section 12.13, Section 12.15 or Section 12.16.

(c)

No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of an Agent shall be effective without its prior written consent.

(d)

Notwithstanding any other provision hereof, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (i) the Individual Commitment of such Defaulting Lender under the Credit Facility may not be increased or extended, (ii) the principal amount of any Loan extended by such Defaulting Lender may not be decreased, (iii) any interest or fees payable to such Defaulting Lender may not be reduced and, (iv) the payment of any principal, interest or fees owing to such Defaulting Lender may not be postponed, in each case without the consent of such Defaulting Lender.

12.14

Determination by an Agent Conclusive and Binding

Any determination to be made by an Agent on behalf of or with the approval of the Lenders or the Majority Lenders under this agreement or any other Credit Document shall be made by such Agent in good faith and, if so made, shall be binding on all parties, absent manifest error.

12.15

Adjustments among Lenders after Acceleration

(a)

The Lenders agree that, at any time after all indebtedness of the Borrower to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 11.1 or after the cancellation or termination of the Credit Facility, they will at any time or from time to time upon the request of any Lender through the Administrative Agent purchase portions of the availments made available by the other Lenders which remain outstanding, and make any other adjustments which may be necessary or appropriate, in order that the amounts of the availments made available by the respective Lenders which remain outstanding, as adjusted pursuant to this Section 12.15, will be in the same proportions as their respective Pro Rata Shares thereof with respect to the Credit Facility immediately prior to such acceleration, cancellation or termination.

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(b)

The Lenders agree that, at any time after all indebtedness of the Borrower to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 11.1 or after the cancellation or termination of the Credit Facility, the amount of any repayment made by the Borrower under this agreement, and the amount of any Proceeds of Realization, which are to be applied against amounts owing hereunder as principal, will be so applied in a manner such that to the extent possible, the availments made available by the respective Lenders which remain outstanding, after giving effect to such application, will be in the same proportions as their respective Pro Rata Shares thereof with respect to the Credit Facility immediately prior to such acceleration, cancellation or termination.

(c)

For greater certainty, the Lenders acknowledge and agree that without limiting the generality of the provisions of Section 12.15(a) and (b), such provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, compensation, or otherwise) on account of any monies owing or payable by the Borrower to it under the Credit Documents in excess of its Pro Rata Share of payments on account of monies owing by the Borrower to all the Lenders thereunder.

(d)

The Borrower agrees to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to this Section 12.15, provided that Borrower shall have no additional financial obligations in connection therewith.

12.16

Redistribution of Payment

If a Lender shall receive payment of a portion of the aggregate amount of principal and interest due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due in respect of the Credit Facility (having regard to the respective Individual Commitments of the Lenders for the Credit Facility), the Lender receiving such proportionately greater payment shall purchase a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in that portion of the aggregate outstanding credit of the other Lender or Lenders so that the respective receipts shall be pro rata to their respective participation in the credits; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered from the Borrower, such purchase shall be rescinded and the purchase price paid for such participation shall be returned by such selling Lender or Lenders to the extent of such recovery, but without interest.

12.17

Distribution of Notices

Except as otherwise expressly provided herein, promptly after receipt by an Agent of any notice or other document which is delivered to the such hereunder on behalf of the Majority Lenders, such Agent shall provide a copy of such notice or other document to each of the Finance Parties.

12.18

Decision to Enforce Security

Upon the Security becoming enforceable in accordance with its terms, the Collateral Agent shall promptly so notify each of the Finance Parties. Any Lender may thereafter provide the Collateral Agent with a written request to enforce the Security. Forthwith after the receipt of such a request, the Collateral Agent shall seek the instructions of the Majority Lenders as to whether the Security should be enforced and the manner in which the Security should be enforced. In seeking such instructions, the Collateral Agent shall submit a specific proposal to the Finance Parties. The Collateral Agent shall promptly notify the Finance Parties of all instructions and approvals of the Majority Lenders.

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12.19

Enforcement

The Collateral Agent reserves the sole right to enforce, or otherwise deal with, the Security and to deal with the Obligors in connection therewith; provided, however, that the Collateral Agent shall so enforce, or otherwise deal with, the Security as the Majority Lenders shall instruct.

12.20

Determination of Exposures

Concurrent with any request for any approval or instructions of the Majority Lenders and prior to any distribution of Proceeds of Realization to any of the Finance Parties, the Administrative Agent shall request each of the Finance Parties to provide to the Administrative Agent a written calculation of such Finance Party’s Exposure as at the applicable date, each such calculation to be certified true and correct by the Finance Party providing same. Such calculation shall be in such detail as may be reasonably requested by the Administrative Agent. Each of the Finance Parties shall so provide such calculation within two Banking Days following the request of the Administrative Agent. Any such calculation provided by a particular Finance Party shall, absent manifest error, constitute prima facie evidence of such Finance Party’s Exposure at such time. With respect to each determination of the Exposure of the Finance Parties, the Administrative Agent shall promptly notify the Finance Parties. The Exposure of a Lender under any Credit Documents shall be the aggregate amount owing to such Lender thereunder on the applicable date.

12.21

Application of Cash Proceeds

(a)

All Proceeds of Realization which are not Cash Proceeds shall be forthwith delivered to the Administrative Agent and disposed of, or realized upon, by the Administrative Agent in such manner as the Majority Lenders may approve so as to produce Cash Proceeds.

(b)

Subject to the claims, if any, of secured creditors of the Borrower (except the claims of any Finance Party) whose security ranks in priority to the Security, all Cash Proceeds shall be applied and distributed, and the claims of the Finance Parties shall be deemed to have the relative priorities which would result in the Cash Proceeds being applied and distributed, as follows:

(i)

first, to the payment of all reasonable and documented costs and expenses incurred by each Agent (including, without limitation, all reasonable and documented legal fees and disbursements) in the exercise of all or any of the powers granted to it hereunder or under the other Credit Documents and in payment of all of the remuneration of any Receiver and all reasonable and documented costs and expenses properly incurred by such Receiver (including, without limitation, all reasonable and documented legal fees and disbursements) in the exercise of all or any powers granted to it under the Security Documents;

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(ii)

second, in payment of all amounts of money borrowed or advanced by the Collateral Agent or any Receiver pursuant to the Security Documents and any interest thereon;

(iii)

third, to the payment of the Secured Obligations of the Borrower to the Finance Parties pro rata in accordance with their relative Exposures; and

(iv)

finally, the balance, if any, to the Borrower or otherwise in accordance with Applicable Law.

12.22

Entering into Contracts

Each Agent may enter into any Credit Document other than this agreement and any amendment or waiver of this agreement as agent for and on behalf of the Finance Parties.

12.23

Other Security Not Permitted

None of the Finance Parties shall be entitled to enjoy any Encumbrance with respect to any of the Secured Assets to secure the Secured Obligations other than the Security.

12.24

Discharge of Security

(a)

To the extent a sale or other disposition of the Secured Assets is permitted pursuant to the provisions hereof, the Lenders hereby authorize the Collateral Agent, at the cost and expense of the Borrower, to execute such discharges and other instruments which are necessary for the purposes of releasing and discharging the Security therein or for the purposes of recording the provisions or effect thereof in any office where any Security Document may be registered or recorded or for the purpose of more fully and effectively carrying out the provisions of this Section 12.24.

(b)

On the Secured Obligations Termination Date, the Lenders hereby authorize the Collateral Agent (or, in the Collateral Agent’s reasonable discretion, the Borrower or its counsel), at the expense and request of the Borrower, to execute such agreements and other instruments as may be necessary to release and discharge the Security or record the effects of such release or discharge in any office where the Security Documents may be registered or recorded.

12.25

Survival

The provisions of this Article 12 and all other provisions of this agreement which are necessary to give effect to each of the provisions of this Article 12 shall survive the permanent repayment in full of the Credit Facility and the termination of all of the commitments of the Lenders in connection therewith until the Secured Obligations Termination Date.

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Article 13
MISCELLANEOUS

13.1

Notices

All notices and other communications provided for herein shall be in writing and shall be (a) personally delivered to an officer or other responsible employee of the addressee; or (b) sent by electronic communication (including email and Internet or intranet websites), at or to the applicable addresses or email addresses, as the case may be, to the extent set out opposite the parties name on the signature page hereof or at or to such address or addresses or email address or addresses as any party hereto may from time to time designate to the Borrower and Administrative Agent.

Any notice or other communication which is personally delivered as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Banking Day and such delivery was received before 5:00 p.m. (Toronto time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of delivery. Any notice or communication which is sent by electronic communication shall be deemed to have been validly and effectively given on the date of transmission if such date is a Banking Day and such transmission was received before 5:00 p.m. (Toronto Time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of transmission.

Any notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing paragraph of notification that such notice or communication is available and identifying the website address therefor.

13.2

Severability

Any provision of this agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

13.3

Counterparts

This agreement may be executed and delivered in one or more original or electronic mail transmission in PDF format counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

13.4

Successors and Assigns

This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

13.5

Assignment

(a)

Neither the Credit Documents nor the benefit thereof may, without the consent of each Lender, be assigned by the Borrower.

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(b)

Notwithstanding any provision in any Credit Document or in the Warrants, no Lender shall be entitled to sell, transfer, assign, grant a participation in, or otherwise dispose of, all or any portion of its rights and obligations under the Credit Documents or in any Warrants issued or to be issued to such Lender, in each case until such time as such Lender has advanced the full amount of its Individual Commitment.

(c)

Subject to Section 13.5(b), with the prior written consent of (i) the Borrower (provided that such consent is not required in circumstances where an Event of Default has occurred and is continuing) and (ii) the Administrative Agent, a Lender may at any time sell all or any part of its rights and obligations under the Credit Documents to one or more Persons (“Purchasing Lenders”), provided that such consent of the Borrower is not required if such sale is to one or more other Lenders, to an Affiliate of any Lender or to any fund managed by such Lender, and such assignment would not impose at the time of the assignment on the Borrower any indemnity contained in this agreement. Upon such sale, the Lender shall, to the extent of such sale, be released from its obligations under the Credit Documents arising thereafter and each of the Purchasing Lenders shall become a party to the Credit Documents to the extent of the interest so purchased; provided, however, no Lender that is a Defaulting Lender shall be released from any obligation in respect of damages arising in connection with it being or becoming a Defaulting Lender. Any such assignment by a Lender shall not be effective unless and until such Lender and the Purchasing Lender has executed an instrument substantially in the form of Schedule C whereby the Purchasing Lender has agreed to be bound by the terms of the Credit Documents as a Lender and has agreed to a specific Individual Commitment with respect to the Credit Facility and a specific address and email address for the purpose of notices as provided in Section 13.1, unless and until the requisite consents to such assignment have been obtained and unless and until a copy of a fully executed copy of such instrument has been delivered to the Administrative Agent and the Borrower. Upon any such assignment becoming effective, Schedule A shall be deemed to be amended to include the Purchasing Lender as a Lender with the specific Individual Commitment with respect to the Credit Facility, address and email address as aforesaid and the Individual Commitment of the Lender with respect to the Credit Facility making such assignment shall be deemed to be reduced by the amount of the Individual Commitments of the Purchasing Lender with respect to the Credit Facility.

(d)

The Borrower authorizes the Administrative Agent and the Lenders to disclose to any Purchasing Lender and any prospective Purchasing Lender and authorizes each of the Lenders to disclose to any other Lender any and all financial information in their possession concerning the Obligors and their Subsidiaries which has been delivered to them by or on behalf of the Borrower pursuant to this agreement or which has been delivered to them by or on behalf of the Borrower in connection with their credit evaluation of the Obligors and their Subsidiaries prior to becoming a party to this agreement, so long as any such Purchasing Lender (other than an Affiliate of the assigning Lender or a fund managed by such assigning Lender), in the case of any assignment by a Lender that is subject to a confidentiality agreement with the Borrower at such time, agrees in writing pursuant to a confidentiality agreement on terms approved by the Borrower not to disclose any confidential, non-public information to any Person other than, on a need to know basis, to its non-brokerage affiliates, employees, accountants or legal counsel on a confidential basis, unless required by Applicable Law.

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(e)

In connection with all assignments, payment of a registration and processing fee of $3,500 shall be made by the assigning Lender to the Administrative Agent (which fee may be waived or reduced in the sole discretion of Administrative Agent). No such registration and processing fee shall be payable in the case of an assignee which is already a Lender.

13.6

Entire Agreement

This agreement and the agreements referred to herein and delivered pursuant hereto constitute the entire agreement between the parties hereto and supersede any prior agreements, undertakings, declarations, representations and understandings, both written and verbal, in respect of the subject matter hereof.

13.7

Further Assurances

The Borrower shall, from time to time and at all times hereafter, upon every reasonable request of an Agent, make, do, execute, and deliver, or cause to be made, done, executed and delivered, all such further acts, deeds, assurances and things as may be necessary in the opinion of such Agent, acting reasonably, for more effectually implementing and carrying out the true intent and meaning of the Credit Documents or any agreement delivered pursuant hereto and thereto.

13.8

Judgment Currency

(a)

If, for the purpose of obtaining or enforcing judgment against the Borrower in any court in any jurisdiction, it becomes necessary to convert into a particular currency (such currency being hereinafter in this Section 13.8 referred to as the “Judgment Currency”) an amount due in another currency (such other currency being hereinafter in this Section 13.8 referred to as the “Indebtedness Currency”) under this agreement, the conversion shall be made at the rate of exchange prevailing on the Banking Day immediately preceding:

(i)

the date of actual payment of the amount due, in the case of any proceeding in the courts of the Province of Ontario or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

(ii)

the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 13.8(a)(ii) being hereinafter in this Section 13.8 referred to as the “Judgment Conversion Date”).

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(b)

If, in the case of any proceeding in the court of any jurisdiction referred to in Section 13.8(a)(ii), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the Borrower shall pay to the appropriate judgment creditor or creditors such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Indebtedness Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

(c)

Any amount due from the Borrower under the provisions of Section 13.8(b) shall be due to the appropriate judgment creditor or creditors as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this agreement.

(d)

The term “rate of exchange” in this Section 13.8 means the 4:30 p.m. rate of exchange for Canadian interbank transactions applied in converting the Indebtedness Currency into the Judgment Currency published by the Bank of Canada for the day prior to the day in question.

13.9

Anti-Money Laundering Legislation

(a)

The Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” applicable laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders and the Agents may be required to obtain, verify and record information regarding the Borrower and its Subsidiaries and their directors, authorized signing officers, direct or indirect shareholders or unitholders or other Persons in control of the Borrower and/or any such Subsidiary, and the transactions contemplated hereby. The Borrower shall promptly.

(i)

provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or an Agent, or any prospective assignee of a Lender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence; and

(ii)

if requested from time to time, notify the recipient of any such information of any changes thereto.

(b)

If, upon the written request of any Lender, the Administrative Agent has ascertained the identity of the Borrower or any of its Subsidiaries or any authorized signatories of the Borrower or any of its Subsidiaries for the purposes of applicable AML Legislation on such Lender’s behalf, then the Administrative Agent:

(i)

shall be deemed to have done so as an agent for such Lender, and this agreement shall constitute a “written agreement” in such regard between such Lender and the Administrative Agent within the meaning of applicable AML Legislation; and

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(ii)

shall provide to such Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the foregoing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Borrower or any of its Subsidiaries or any authorized signatories of the Borrower or any of its Subsidiaries, on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any of its Subsidiaries or any such authorized signatory in doing so.

13.10

No Fiduciary Duty

Each Lender and its Affiliates (collectively, solely for purposes of this Section 13.10, the “Lending Parties”), may have economic interests that conflict with those of the Borrower, its shareholders and/or their Affiliates. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) (the “Credit Document Transactions”) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, and (ii) in connection with the Credit Document Transactions and with the process leading thereto, (x) no Lending Party has assumed an advisory or fiduciary responsibility in favour of the Borrower, its shareholders or its Affiliates with respect to the Credit Document Transactions or the process leading thereto (irrespective of whether any Lending Party has advised, is currently advising or will advise the Borrower, its shareholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, shareholders, creditors or any other Person in respect of the Credit Document Transactions except as otherwise expressly set forth in the Credit Documents. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the Credit Document Transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lending Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the Credit Document Transactions or the process leading thereto except as otherwise expressly set forth in the Credit Documents.

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13.11

Treatment of Certain Information: Confidentiality

(a)

Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that each of the Agents and the Lenders may disclose the Information (i) to its Affiliates and its Affiliates’ respective directors, officers, employees, agents, advisors and representatives in connection with the administration of this agreement and the preservation, exercise, or enforcement of the rights of the Lenders under this agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governing Authority purporting to have jurisdiction over it and legally entitled to compel production of such Information (provided that, unless specifically prohibited by Applicable Laws, court order or similar legal process, each Agent and each Lender shall use reasonable efforts to notify the Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with an examination of an Agent or a Lender by such Governmental Authority) for disclosure of any such Information prior to disclosure of such Information), (iii) to the extent required by Applicable Laws or by any court order or similar legal process (provided that, unless specifically prohibited by Applicable Laws, court order or similar legal process, each Agent and each Lender shall use reasonable efforts to notify the Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with an examination of an Agent or a Lender by such Governmental Authority) for disclosure of any such Information prior to disclosure of such Information), (iv), in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (v) subject to an agreement containing provisions substantially the same as those of this Section 13.11, to any permitted assignee of, or any prospective permitted assignee of, any of its rights or obligations under this agreement, (vi) with the consent of the Borrower, (vii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 13.11 or (y) becomes available to an Agent or any Lender on a non-confidential basis from a source other than an Obligor. Notwithstanding the provisions of Section 13.11(a)(ii) and (iii), neither of the Agents nor any Lenders shall have any liability whatsoever for any failure to provide notice as referred to therein.

(b)

For purposes of this Section 13.11, “Information” means all information received in connection with this agreement and/or any Obligor or its Subsidiaries or their respective businesses from any Obligor, other than any such information that (i) is available to an Agent or any Lender on a non-confidential basis prior to such receipt or (ii) has become publicly available other than as a result of a breach of this Section 13.11.

(c)

In addition and for greater certainty, any Lenders named therein shall have the right to approve any press releases or presentations prepared by any Obligor in connection with the Credit Facility.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement on the date first written above.

Address:	ORLA MINING LTD.

Orla Mining Ltd.
Suite 202 – 595 Howe Street	Per:	(Signed) “Etienne Morin”
Vancouver, BC		Name:	Etienne Morin
Canada V6C 2T5		Title:	Chief Financial Officer


Attention Etienne Morin, Chief
Financial Officer
Telephone: [personal information redacted]
Email: [personal information redacted]
	Per:
		Name:
		Title:

	GLAS USA LLC, as Administrative Agent


	Per:	(Signed) “Yana Kislenko”
		Name: Yana Kislenko
		Title: Vice President

	GLAS AMERICAS LLC, as Collateral Agent


	Per:	(Signed) “Yana Kislenko”
		Name: Yana Kislenko
		Title: Vice President

	TRINITY CAPITAL PARTNERS CORPORATION, as Arranging Lender and Lender


	Per:	(Signed) “John Graham”
		Name: John Graham
		Title: Partner


	Per:
		Name:
		Title:

[Remaining signature pages of each of the Lenders redacted for confidentiality reasons]

Schedule A
Lenders and Individual Commitments

[Schedule redacted for confidentiality reasons]

Schedule B
Compliance Certificate

TO:	GLAS USA LLC, as Administrative Agent Attention: Administrator – ORLA MINING Email: [personal information redacted]

I, _______________, the ________________ of Orla Mining Ltd. (the “Borrower”), in such capacity as _________________, without personal liability, and not in my personal capacity, hereby certify that:

I am the duly appointed _________________ of the Borrower, the borrower named in the loan agreement made as of December 18, 2019 between, inter alios, the Borrower, the Lenders named therein, and GLAS USA LLC, as administrative agent (as amended, amended and restated, modified, supplemented or replaced from time to time, the “Loan Agreement”) and as such I am providing this certificate for and on behalf of the Borrower pursuant to the Loan Agreement.

I am familiar with and have examined the provisions of the Loan Agreement including, without limitation, those of Article 8, Article 9 and Article 11 therein.

To the best of my knowledge, information and belief and after due inquiry, no Default or Event of Default has occurred and is continuing as at the date hereof. Without limiting the generality of the foregoing, the Borrower acknowledges and confirms that it is in compliance with Section 9.1(t) of the Loan Agreement concerning Registrations required to be created, maintained, recorded, registered, filed and perfected with respect to the Security in accordance with the provisions of the Credit Documents.

All representations and warranties contained in Article 8 are true and correct in all respects on the date hereof as if such representations and warranties were made on such date (other than such representations and warranties which relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date).

Unless the context otherwise requires, capitalized terms in the Loan Agreement which appear herein without definitions shall have the meanings ascribed thereto in the Loan Agreement.

DATED this ___________ day of __________, 20___.

	ORLA MINING LTD.


	Per:
		Name:
		Title:

Schedule C
Form of Assignment

DATED __________, 20___

Reference is made to the loan agreement, dated as of December 18, 2019 (as such agreement may be amended, supplemented, amended and restated, novated or otherwise modified and in effect from time to time, the “Loan Agreement”) between, inter alia, Orla Mining Ltd., as borrower, the Lenders named therein and GLAS USA LLC as administrative agent of the Lenders. Terms defined in the Loan Agreement are used herein as therein defined.

_________________ (the “Assignor”) and _________________ (the “Assignee”) agree as follows:

(a)

The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, a ______% interest in and to all of the Assignor’s rights and obligations under the Loan Agreement as of the Effective Date (as defined below) (including, without limitation, such percentage interest in the Assignor’s Individual Commitment as in effect on the Effective Date, the credit extended by the Assignor under the Credit Facility and outstanding on the Effective Date and the corresponding rights and obligations of the Assignor under all of the Credit Documents).

(b)

The Assignor (i) represents and warrants that as of the date hereof its Individual Commitment is $___________ (without giving effect to assignments thereof which have not yet become effective, including, but not limited to, the assignment contemplated hereby), and the aggregate outstanding amount of credit extended by it under the Credit Facility is $___________ (without giving effect to assignments thereof which have not yet become effective, including, but not limited to, the assignment contemplated hereby); (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor and its Subsidiaries or the performance or observance by any Obligor of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto; and (v) gives notice to the Administrative Agent and the Borrower of the assignment to the Assignee hereunder.

(c)

The effective date of this Assignment (the “Effective Date”) shall be the later of ___________ and the date on which a copy of a fully executed copy of this Assignment has been delivered to the Borrower and the Administrative Agent in accordance with Section 13.5(b) of the Loan Agreement.

(d)

The Assignee hereby agrees to (i) the specific Individual Commitment of $___________ with respect to the Credit Facility; (ii) be bound by the terms of the Credit Documents as a Lender; and (iii) the address and email address set out after its name on the signature page hereof for the purpose of notices as provided in Section 13.1 of the Loan Agreement.

(e)

As of the Effective Date (i) the Assignee shall, in addition to any rights and obligations under the Credit Documents held by it immediately prior to the Effective Date, have the rights and obligations under the Credit Documents that have been assigned to it pursuant to this Assignment, and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Credit Documents.

(f)

The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Documents for periods prior to the Effective Date directly between themselves.

(g)

This Assignment and Acceptance shall be delivered to the Administrative Agent with a processing and recordation fee of $3,500. [NTD: To be included if fee has not been waived by the Administrative Agent.]

(h)

If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, providing such information (including, without limitation, credit contact information and wiring instructions) of the Assignee.

(i)

From and after the Effective Date, the Administrative Agent shall make all payments in respect of the assigned interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date, and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

This Assignment shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.

	[ASSIGNOR]


	Per:
		Name:
		Title:

	[ASSIGNEE]


	Per:
		Name:

C-1

		Title:


	Address



	Attention:
	Email:

C-2

ACKNOWLEDGED and agreed to as of this ___________ day of ___________ , 20______.

	GLAS USA LLC, as Administrative Agent


	Per:
		Name:
		Title:

ACKNOWLEDGED and agreed to as of this _________ day of _____________, 20_____.¹

	ORLA MINING LTD.


	Per:
		Name:
		Title: Authorized Signatory

	Per:
		Name:
		Title: Authorized Signatory

¹ Not required if (i) an Event of Default has occurred and is continuing, or (ii) (x) if assignment is to a Lender, an Affiliate of a Lender, or to any fund managed by such Lender, and (y) such assignment would not impose at the time of the assignment on the Borrower any indemnity contained in the Loan Agreement.

C-3

Exhibit A
ADMINISTRATIVE QUESTIONNAIRE

See attached.

LSTA/LMA Standard Administrative Details Form

The Loan Market Association ("LMA") and Loan Syndications & Trading Association ("LSTA") consent to the use and reproduction of this document for the preparation and documentation of agreements relating to transactions or potential transactions in the loan markets.

C-A-1

LSTA/LMA Standard Administrative Details Form

ENTITY DETAILS
Name	[Name]			MEI	Markit Entity ID
GIIN	FATCA Global Intermediary Identification Number (Optional)	CRN	UK Company Registration Number (Optional)	LEI	Legal Entity ID (Optional)
Entity Type	Type of lender. If lender/entity type does not appear in list, you may provide your own value.
Address (of Lending Office): Registered address of lending office, including country of domicile.			Signature Block: Signature Block as it would appear on settlement documentation. E.g. (for separately managed account): ABC Fund by 123 Asset Management as Advisor
Fund Manager	Name of fund/asset manager, as would be referenced in the sig. block.			MEI	Markit Entity ID
Lender Parent	Name of legal parent if different from lender entity. (Optional)			MEI	Markit Entity ID

NOTICE/SERVICING MESSAGE DELIVERY INSTRUCTIONS
Firm	Name of Company	Fax	Fax Number	Email	Email Address	*Email Pfd.*
Firm	Name of Company	Fax	Fax Number	Email	Email Address	*Email Pfd.*

STANDARD SETTLEMENT INSTRUCTIONS / WIRING INSTRUCTIONS
Currency	Applicable Currency.
Account With Institution	Name of Beneficiary’s Bank (usually custodian/trustee)
SWIFT BIC	8/11-Character BIC of Beneficiary’s Bank	ABA #	Routing # or UK Sort Code of Beneficiary’s Bank (optional)
Beneficiary Customer	Name of Ultimate Beneficiary (Lender)
Beneficiary Account #	Account # of Ult. Beneficiary	IBAN	IBAN of Ultimate Beneficiary (opt)
Payment Reference (Remittance Info)	**Use Standard Wire Reference Format:*** [Borrower Name] [Facility Name/Abbr.] [Facility/Deal CUSIP/ISIN] [Payment Purpose(s)] [Transaction Reference ID]
Special Instructions
Template above can be used for wire instructions where receiving bank is custodian/trustee, and lender has dedicated account. Additional templates provided at Appendix A.

SERVICE PROVIDERS & THIRD-PARTY DATA ACCESS
						Doc. Delivery	Recon & Inventory
Role	Custodian/Trustee	Name	Name of Company	MEI	Markit Entity ID	☐	☐
Role	Relationship to lender.	Name	Name of Company	MEI	Markit entity ID	☐	☐

C-A-2

CREDIT CONTACTS (LEGAL DOCUMENTATION, AMENDMENTS & WAIVERS)
Name	Name of group or individual.		Select group or Individual		Firm	Firm with which contact is affiliated.
Address: Registered address of contact’s office (if different than the lender’s office), including country of domicile.
Phone		Fax		Email
☐ Data Room Access			Pfd. Contact Method			Preferred contact method for inquiries.
Copy and paste section above to add any additional contacts. It is recommended that at least one of the contacts be a group.

OPERATIONS CONTACTS (INQUIRIES ONLY)
Name	Name of group or individual.		Select group or Individual		Firm	Firm with which contact is affiliated.
Address: Registered address of contact’s office (if different than the lender’s office), including country of domicile.
Phone		Fax		Email
☐ Settlements ☐ Servicing ☐ SSI Verification ☐ KYC			Pfd. Contact Method			Preferred contact method for inquiries.
Copy and paste section above to add any additional contacts. It is recommended that at least one of the contacts be a group.

LETTER OF CREDIT CONTACTS
Name	Name of group or individual.		Select group or Individual		Firm	Firm with which contact is affiliated.
Address: Registered address of contact’s office (if different than the lender’s office), including country of domicile.
Phone		Fax		Email
☐ Settlements ☐ Servicing ☐ SSI Verification ☐ KYC			Pfd. Contact Method			Preferred contact method for inquiries.
Copy and paste section above to add any additional contacts. It is recommended that at least one of the contacts be a group.

ADDITIONAL ENTITY DETAILS & KYC/FATCA INFORMATION
Country of Incorporation	Country of Incorporation of lender	Country of Tax Residence	Country of Residence of lender for tax purposes
EIN	US Employee ID Number	UK Treaty Passport #	UK Treaty Passport #
US Tax Form	Type of tax form used/attached	UK Treaty Passport Export Date	UK Treaty Passport Expiry Date
Entity Referenced As	Primary Entity

C-A-3

Appendix A: Additional Wire Instruction Templates:

Template below can be used for wire instructions where recipient is intermediary bank with nostro account for custodian and the Lender does not have a dedicated account.

Currency	Applicable Currency.
Correspondent Bank	Name of Receiver’s Correspondent Bank (SWIFT 54a)
SWIFT BIC	8/11-Character SWIFT BIC of Correspondent Bank
Intermediary Bank	Name of Intermediary Bank (SWIFT 56a)
SWIFT BIC	8/11-Character BIC of Intermediary Bank	ABA #	ABA/Routing # or UK Sort Code of Intermediary Bank (optional)
Account With Institution	Name of Beneficiary’s Bank – usually custodian (SWIFT 57a)
SWIFT BIC	8/11-Character SWIFT BIC of Beneficiary’s Bank	IBAN	IBAN of Beneficiary’s Bank at Intermediary
Beneficiary Customer	Name of Ultimate Beneficiary (Lender) (SWIFT 59a)
Beneficiary Account #	Account #/Code of Ult. Beneficiary
Payment Reference (Remittance Info)	**Use Standard Wire Reference Format:*** [Borrower Name] [Facility Name/Abbr.] [Facility/Deal CUSIP/ISIN] [Payment Purpose(s)] [Transaction Reference ID]
Special Instructions

C-A-4

Schedule D
Form of Drawdown Notice

TO:

GLAS USA LLC AND GLAS AMERICAS LLC
3 Second Street, Suite 206
Jersey City, NJ 07311
Fax: [personal information redacted],

Attention: Administrator – ORLA MINING
Telefax: [personal information redacted],
Email: [personal information redacted],

RE:

Loan Agreement, dated as of December 18, 2019 (as such agreement may be amended, supplemented, amended and restated, novated or otherwise modified and in effect from time to time, the “Loan Agreement”) between, inter alia, Orla Mining Ltd., as borrower, the Lenders named therein and GLAS USA LLC, as administrative agent of the Lenders

Pursuant to the terms of the Loan Agreement, the undersigned hereby irrevocably notifies you that it wishes to draw down under the Credit Facility on [date of drawdown] the amount of $l.

You are hereby irrevocably authorized and directed to pay the proceeds of the drawdown as follows:

[To be added]

and this shall be your good and sufficient authority for so doing.

All capitalized terms defined in the Loan Agreement and used herein shall have the meanings ascribed thereto in the Loan Agreement.

DATED the ______ day of _______________, 20___.

	ORLA MINING LTD.


	Per:
		Name:
		Title: Authorized Signatory


	Per:
		Name:
		Title: Authorized Signatory

Schedule E
Corporate Structure

Schedule F
Relevant Jurisdictions

Obligor	Jurisdiction of Formation	Address of Chief Executive Office	Address(es) where Books and Records are located	Place(s) of Business	Jurisdictions(s) where Tangible Assets are held
Orla Mining Ltd.	Canada	202 – 595 Howe Street Vancouver, BC V6C 2T5	202 – 595 Howe Street Vancouver, BC V6C 2T5	202 – 595 Howe Street Vancouver, BC V6C 2T5	British Columbia
Minera Cerro Quema, S.A.	Panama	El Vigia, Luis Rios y Octava el Vigia, 5438, village of San Juan Bautista, district of Chitré, province of Herrera, Rep. of Panama	MMG Tower, 23rd Floor Ave. Paseo del Mar Costa del Este Panama City Rep. of Panama El Vigia, Luis Rios y Octava el Vigia, 5438, village of San Juan Bautista, district of Chitré, province of Herrera, Rep. of Panama	El Vigia, Luis Rios y Octava el Vigia, 5438, village of San Juan Bautista, district of Chitré, province of Herrera, Rep. of Panama	Panama
Minera Camino Rojo, S.A de C.V.	Mexico	Avenida Universidad #250 Interior 1-C, Colonia Militar, Zacatecas, Zacatecas. C.P. 98065	Calle Roma No. 1205 Colonia Vista Hermosa Chihuahua, Chih., C.P. 31205	Calle 11 de Agosto # 7 Colonia Centro , Mazapil Zacatecas 98230 Avenida Universidad #250 Interior 1-C, Colonia Militar, Zacatecas, Zacatecas. C.P. 98065	Mexico

Schedule G
Security Documents

Tranche One Security Documents (governed by Ontario law)

General Security Agreement executed by the Borrower in favour of the Collateral Agent.

Pledge Agreement granted by Hans Smit, as minority shareholder of Camino Rojo, in respect of 1 Series A share of Camino Rojo (such share being the “CR Minority Share”)

Guarantee of Camino Rojo in favour of the Collateral Agent.

Guarantee of Cerro Quema in favour of the Collateral Agent.

General Security Agreement executed by Camino Rojo in favour of the Collateral Agent.

General Security Agreement executed by Cerro Quema in favour of the Collateral Agent.

Subordination agreements granted in favour of the Collateral Agent by each of:

(a)

the Borrower;

(b)

Camino Rojo; and

(c)

Cerro Quema.

Tranche Two/Three Security Documents

Guarantee from Camino Rojo in favour of the Collateral Agent. (Mexican law).

Mexican law security agreement/non-possessory pledge granted by Camino Rojo (including granting security over the mining concessions) in respect of all assets of Camino Rojo not subject to the trust agreement in item 6 below.

Mortgage over movables (re: personal property) granted by Cerro Quema.

Mexican law trust agreement granted by the minority shareholder of Camino Rojo in respect of the CR Minority Share.

Panamanian law pledge agreement granted by the Borrower in respect of the shares of Cerro Quema.

Mexican law trust agreement granted by the Borrower and Camino Rojo in respect of (a) all shares of Camino Rojo other than the CR Minority Share and (b) equipment and machinery of Camino Rojo.

If required under Mexican law, Mexican law subordination agreements granted by each of:

(a)

the Borrower (if necessary);

(b)

Camino Rojo; and

(c)

Cerro Quema.

G-2

Schedule H
Material Agreements and Permits

Material Agreements

1. [commercially sensitive information redacted]

Agreement for Engineering, Procurement, and Construction Management Services, between Camino Rojo and M3 MEXICANA S de RL de CV, once the same becomes effective.

Investor Rights Agreement, dated October 18, 2019, between the Borrower and Agnico Eagle Mines Limited.

Asset Purchase Agreement re: the Camino Rojo Project, dated June 20, 2017, among the Borrower, Camino Rojo, Minera Peñasquito, S.A. de C.V., and Newmont Goldcorp Corporation (as successor to Goldcorp Inc.).

Assignment Agreement over Mining Concessions, dated June 20, 2017, between Camino Rojo and Minera Peñasquito, S.A. de C.V.

[commercially sensitive information redacted],

Permits

Camino Rojo Project

Cambio de Uso de Suelo (Land Use Change) issued by the Secretaria del Medio Ambiente y Recursos Naturales (Secretary of the Environment and Natural Resources) (“SEMARNAT”), once the same is obtained.

Manifesto de Impacto Ambiental (Environmental Impact Statement) issued by SEMARNAT, once the same is obtained.

The following water concessions granted by the Comisión Nacional del Agua (CONAGUA):

Title of Concession	Volume of Concession
07ZAC154052/37IMDL13		3,695,900.00
07ZAC155063/37fMDL14		6,000,000.00

The following mineral concessions:

Table 4-1

Listing of Mining Concessions

			Validity		Area
Concession Name	File Number (Expediente)	Title Number	Title Issued Date	Expiration Date	Hectares
Camino Rojo	093/28336	230914	06/11/2007	05/11/2057	8,340.7905
Camino Rojo 1	093/28349	231922	16/05/2008	15/05/2058	88,897.3255
Camino Rojo 1 Frac. A	093/28349	231923	16/05/2008	15/05/2058	96.8888
Camino Rojo 3	093/28425	232014	03/06/2008	02/06/2058	30,050.0000
Camino Rojo 2	093/28417	232076	10/06/2008	09/06/2058	17,847.4398
Camino Rojo 4	093/28465	232644	02/10/2008	01/10/2058	9,701.0000
Camino Rojo 5	093/28534	232647	02/10/2008	01/10/2058	33,018.4718

Cerro Quema Project

The following three contracts between the Republic of Panama and Cerro Quema, which grant exclusive rights for mineral extraction:

Contract No. 19, dated February 26, 1997, for the exclusive rights for the extraction of Class IV metallic minerals (gold and silver) for 5,000 ha and effective for 20 years, identified in the National Directorate of Mineral Resources with the symbol MCQSA-EXTR (gold and silver) 96-63

Contract No. 20, dated February 26, 1997, for the exclusive rights for the extraction of Class IV metallic minerals (gold and silver) for 5,000 ha and effective for 20 years, identified in the National Directorate of Mineral Resources with the symbol MCQSA-EXTR (gold and silver) 96-62

Contract No. 21, dated March 3, 1997, for the exclusive rights for the extraction of Class IV metallic minerals (gold and silver) for 4,893 ha and effective for 20 years, identified in the National Directorate of Mineral Resources with the symbol MCQSA-EXTR (gold and silver) 96-64.

H-2

Schedule I

Litigation

[commercially sensitive information redacted]

Schedule J
Non-Arm’s Length Transactions

Obligor		Non-Arm’s Length Transaction(s)
Orla Mining Ltd.		Amended and Restated Contractor Agreement, dated December 6, 2016, between the Borrower and Octavio Choy, and the transactions contemplated thereby.
Minera Camino Rojo, S.A. de C.V.		· Commercial Services Contract, dated February 6, 2018, between Minera Camino Rojo, S.A. de C.V. and Contrataciones Camino Rojo, S.A. de C.V., and the transactions contemplated thereby. · Commercial Services Contract, dated November 8, 2018, between Minera Camino Rojo, S.A. de C.V. and Servicios Camino Rojo, S.A. de C.V., and the transactions contemplated thereby.
Minera Cerro Quema, S.A.		Nil.

Schedule K
Accredited Investor Status Certificate

See attached.

ACCREDITED INVESTOR STATUS CERTIFICATE

TO:

ORLA MINING LTD. (THE “ISSUER”)

In connection with the issuance of common share purchase warrants (the “Warrants”) in the capital of the Issuer with an exercise price of Cdn$3.00 per common share and a seven (7) year exercise period from the date of issue, to be issued in consideration for the commitment to fund a non-revolving term credit facility in the amount of Usd$125,000,000, in accordance with the terms of a credit agreement dated November [l], 2019, to the undersigned subscriber or, if applicable, the disclosed principal on whose behalf the undersigned is acting as agent (the “Subscriber” for the purposes of this Certificate), the Subscriber hereby represents, warrants, covenants and certifies to the Issuer that:

the Subscriber is either acquiring the Warrants as principal for the Subscriber’s own account or is deemed under National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”) to be acquiring the Warrants as principal;

the Subscriber is resident in or otherwise subject to the securities laws of one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland and Labrador, Nova Scotia, New Brunswick or Prince Edward Island;

the Subscriber is an “accredited investor” within the meaning of NI 45-106 on the basis that the Subscriber fits within one of the categories of an “accredited investor” reproduced below beside which the Subscriber has indicated the undersigned belongs to such category;

the Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) below; and

the undersigned acknowledges that the foregoing representations, warranties and covenants are made by the undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as an acquirer of the Warrants and the undersigned undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Warrants set forth herein which takes place prior to the closing time (the “Closing Time”) of the issuance of the Warrants.

The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or legal advisor before completing this Certificate.

Additional Instruction: If the Subscriber is an individual and qualifies as an “accredited investor” pursuant to paragraphs (j), (k) or (l) below, it must also complete and sign Schedule A attached hereto entitled “Form 45-106F9: Form for Individual Accredited Investors” and the individual accredited investor questionnaire attached thereto.

The Subscriber is [check appropriate box and complete related blanks]:

¨	(a)	except in Ontario, a Canadian financial institution, or a Schedule III bank, or in Ontario, a bank listed in Schedule I, II or III to the Bank Act (Canada);

¨	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

¨	(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

¨	(d)	a person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer;
¨	(e)	an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

¨	(e.1)	an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

¨	(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

£	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

¨	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

¨	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

¨	(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds Cdn$1,000,000; *[If qualifying under this paragraph, the Subscriber must also complete and sign Schedule A attached hereto entitled “Form 45-106F9: Form for Individual Accredited Investors”]*

¨	(j.1)	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes, but net of any related liabilities exceeds $5,000,000;

¨	(k)	an individual whose net income before taxes exceeded Cdn$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded Cdn$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; *[If qualifying under this paragraph, the Subscriber must also complete and sign Schedule A attached hereto entitled “Form 45-106F9: Form for Individual Accredited Investors”]*

¨	(l)	an individual who, either alone or with a spouse, has net assets of at least Cdn$5,000,000; *[If qualifying under this paragraph, the Subscriber must also complete and sign Schedule A attached hereto entitled “Form 45-106F9: Form for Individual Accredited Investors”]*

¨	(m)	a person, other than an individual or investment fund, that has net assets of at least Cdn$5,000,000 as shown on its most recently prepared financial statements;

¨	(n)	an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution; (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 and 2.19 of NI45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI45-106;

¨	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt;

¨	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

¨	(q)	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

K-3

¨	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

¨	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;

¨	(t)	a person in respect of which all of the owner of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

¨	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

¨	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as an accredited investor; or

¨	(w)	a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

Definitions:

“Canadian financial institution” means

(a)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(b)

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

“financial assets” means

(a)

cash,

(b)

securities, or

(c)

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

“person” includes

(a)

an individual,

(b)

a corporation,

(c)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

K-4

“related liabilities” means

(a)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(b)

liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“spouse” means, an individual who,

(a)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual; or

(b)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or

(c)

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

“subsidiary” means in issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

* * * * * * *

signature page follows

K-5

The representations, warranties, statements and certification made in this Certificate are true and accurate as of the date of this Certificate and will be true and accurate at the Closing Time. If any such representation, warranty, statement or certification becomes untrue or inaccurate prior to the Closing Time, the Subscriber shall give the Issuer immediate written notice thereof.

The Subscriber acknowledges and agrees that the Issuer will and can rely on this Certificate in connection with the Subscriber’s acquisition of Warrants.

IN WITNESS, the undersigned has executed this Certificate as of the day of , 20 .

1. SUBSCRIBER INFORMATION

If a corporation, partnership or other entity:		If an individual:


(Print Name of Subscriber)		(Print Name of Subscriber)

(Signature of Authorized Signatory)		(Signature)

(Name and Position of Authorized Signatory)		(Jurisdiction of Residence of Subscriber)

(Jurisdiction of Residence of Subscriber)

2. NUMBER OF WARRANTS

The total number of Warrants to be acquired by the Subscriber is as follows:

3. REGISTRATION INSTRUCTIONS

The Subscriber directs the Issuer to register the Warrants as follows:


(Registration Name and Account Number)

(Registration Address – Include City, Province and Postal Code)

(Registered Holder: Contact Name, Contact Telephone Number and Contact Email Address)

4. DELIVERY INSTRUCTIONS

If the Warrants are to be delivered other than as set out above, the Subscriber directs the Issuer to deliver the Warrants as follows:

(Name of Recipient)

(Address of Recipient – Include City, Province and Postal Code)

(Recipient: Contact Name, Contact Telephone Number and Contact Email Address)

[Signature page to follow]

K-6

ACCEPTANCE

Accepted by this Issuer as of the ____ day of ____________________, 20 .	) ) ) )	ORLA MINING LTD.


		Per:
	)		Authorized Signatory

K-7

PERSONAL INFORMATION

Present Ownership of Securities of the Issuer. The Subscriber owns, directly or indirectly, or exercises control or direction over, ______________ common shares of the Issuer and securities convertible or exercisable to acquire an additional ______________ common shares of the Issuer.

Insider Status. The Subscriber either [check appropriate box]:

is an “Insider” of the Issuer as defined in the British Columbia Securities Act, determined as follows:

(a)

a director or officer of the Issuer;

(b)

a director or officer of a person that is itself an insider or subsidiary of the Issuer; or

(c)

a person that has direct or indirect:

(1)

beneficial ownership of or control or direction over; or

(2)

a combination of beneficial ownership of and control or direction over,

securities of the Issuer carrying more than 10% of the voting rights attached to all the Issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution.

is not an Insider of the Issuer.

Registrant Status. The Subscriber either [check appropriate box]:

is a registrant (as defined in applicable securities laws)

is not a registrant.

K-8

SCHEDULE A

Form 45-106F9

Form for Individual Accredited Investors

WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Warrants	Issuer: Orla Mining Ltd. (the “Issuer”)
Purchased from: The Issuer
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:				Your initials
Risk of loss – You could lose your entire investment of $ ________. [Instruction: Insert the total dollar amount of the investment.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
If you are relying on a prospectus exemption contained in any of sections (j), (k), or (l) of Category 1 “Accredited Investor” in Form 1, you must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.				Your initials
• Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
• Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.
• Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.
• Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:			Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:		Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
Orla Mining Ltd. Suite 202 - 595 Howe Street Vancouver, BC V6C 2T5 Attention: Etienne Morin, Chief Financial Officer Telephone: 604 564 1852 Email: etienne.morin@orlamining.com For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

K-9

Form instructions:

This form does not mandate the use of a specific font size or style but the font must be legible.

The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form.

The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form for 8 years after the distribution.

K-10

INDIVIDUAL ACCREDITED INVESTOR QUESTIONNAIRE (CANADIAN)

THIS QUESTIONNAIRE IS TO BE COMPLETED BY ACCREDITED INVESTORS WHO ARE INDIVIDUALS

Unless otherwise defined herein, all capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the subscription agreement accompanying this questionnaire. I understand that in order to be accepted as an “accredited investor” under National Instrument 45-106, I must satisfy certain of the following criteria. The undersigned hereby represents and warrants to the Issuer as follows:

1. Financial Circumstances. Please answer the following questions concerning your financial status by marking the appropriate box and filling in the blanks.

1.1 Was your net income before taxes more than $200,000 in each of the 2 most recent calendar years?

¨ Yes ¨ No

1.2 If you answered “Yes” to Question 1.1, do you expect your net income before taxes to be more than $200,000 in the current calendar year?

¨ Yes ¨ No

1.3 Was your net income before taxes combined with your spouse’s net income before taxes more than $300,000 in each of the 2 most recent calendar years?

¨ Yes ¨ No

1.4 If you answered “Yes” to Question 1.3, do you expect your net income before taxes combined with your spouse’s net income before taxes to be more than $300,000 in the current calendar year?

¨ Yes ¨ No

1.5 Do you own, either alone or with your spouse, more than $1,000,000 in cash and securities, after subtracting any debt related to the cash and securities?

¨ Yes ¨ No

1.6 Do you own, either alone or with your spouse, have net assets (i.e., your total assets (including real estate) less your total debt) worth more than $5,000,000?

¨ Yes ¨ No

1.7 Please indicate, for each of the two most recent years, what your individual net income before taxes (or joint net income before taxes together with your spouse) was, and for the current year what your individual net income before taxes (or joint net income before taxes together with your spouse) is expected to be:

2017	Individual	Joint
2018	Individual	Joint
2019	Individual	Joint

2. Financial Background. Please respond to the following questions, supplying as much detail as possible in order to make your answers complete.

K-11

2.1 Indicate by check mark which of the following categories best describes the extent of your prior experience in the areas of investment listed below:

No Experience	Some Experience	Substantial Experience

¨	¨	¨	Marketable Securities
¨	¨	¨	Securities for which no public market exists

2.2 For those investments for which you indicated “Substantial Experience” or “Some Experience” in question 2.1 above, please answer the following additional question:

How often do you make your own investment decisions with respect to such investments?

2.3 Do you have adequate means of providing for your current needs and personal contingencies and have no need for liquidity in such investments?

¨ Yes ¨ No

2.4 Please indicate whether you are borrowing the money to be used to purchase securities in the Offering?

¨ Yes ¨ No

I hereby represent and warrant that:

(a)

my net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and I expect it to be more than $200,000 in the current calendar year;

(b)

my net income before taxes combined with my spouse’s was more than $300,000 in each of the 2 most recent calendar years, and I expect that our combined net income before taxes to be more than $300,000 in the current calendar year;

(c)

either alone or with my spouse, I own more than $1,000,000 in cash and securities, after subtracting any debt related to the cash and securities; or

(d)

either alone or with my spouse, I have net assets worth more than $5,000,000.

My commitment to investments which are not readily marketable is reasonable in relation to my net worth. I meet at least one of the criteria for an “accredited investor” under National Instrument 45-106. The foregoing representations and warranties and all other information which I have provided to the Issuer concerning myself and my financial condition are true and accurate as of the date hereof. If in any respect, such representations, warranties, or information shall not be true and accurate, I will give written notice of such fact to the Issuer specifying which representations, warranties or information are not true and accurate, and the reasons therefor. I understand that the information contained herein is being furnished by me in order for the Issuer to determine my suitability as an accredited investor, may be accepted by the Issuer in light of the requirements of NI 45-106 and that the Issuer will rely on the information contained herein for purposes of such determination.

K-12

Dated:	, 2019	Signed:



Witness		Print name


Print Name of Witness

K-13

Schedule L
U.S. Accredited Investor Status Certification Letter

See attached.

The Warrants and the Warrant Shares (collectively, the “Securities”) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any states of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Securities have not been recommended, approved or disapproved by the United States Securities and Exchange Commission (the “SEC”), by any state regulatory authority or by any Canadian regulatory authority, nor has the SEC or any state regulatory authority or Canadian regulatory authority passed on the accuracy or adequacy of this U.S. Accredited Investor Certification Letter. Any representation to the contrary is a criminal offense.

U.S. ACCREDITED INVESTOR CERTIFICATION LETTER

TO: Orla Mining Ltd. (the “Company”)

RE: Warrants for purchase of Common Shares of Orla Mining Ltd. (“Warrants”)

Instructions: Complete and sign this U.S. Accredited Investor Certification Letter. Please be sure to also fully complete the Accredited Investor Affirmation contained in Section (3).

Number of Warrants:

Ladies and Gentlemen:

Re: Warrants for Purchase of Common Shares

In connection with its agreement to participate with respect to a secured project finance facility for the development of certain projects of the Company, in part, for Warrants with the right to subscribe for and purchase of fully paid and non-assessable common shares (“Common Shares”) in the capital of the Company at any time prior to 5:00 p.m. (Vancouver Time) (the “Expiry Time”) on the Expiry Date (as defined in the certificate representing the Warrant) at a price (the “Exercise Price”) of C$3.00 per Common Share in accordance with the terms and conditions of such Warrant, undersigned, on its own behalf and on behalf of each person for whom it is acting (collectively referred to herein, as applicable, as “undersigned”), acknowledges, represents, warrants, covenants and agrees with the Company as follows, and certifies (and acknowledges that the Company, the and their respective counsel are relying thereon):

(1)

undersigned acknowledges and agrees that the Warrants and the shares issuable upon exercise of the Warrants (each a “Warrant Share”) have not been, and will not be, registered under the United States Securities Act or the securities laws of an applicable state of the United States, and that the issuance of the Warrants and the Warrant Shares, as applicable, in the United States is being made in reliance on the exemption from registration provided by Rule 506(b) of Regulation D under the U.S. Securities Act and/or Section 4(a)(2) promulgated under the U.S. Securities Act, or such similar exemption from registration;

(2)

undersigned is (i) a U.S. Person (as defined pursuant to Regulation S under the U.S. Securities Act); (ii) a person purchasing Shares for the account or benefit of a person in the United States; (iii) a person that receives or received an offer of the Warrants while in the United States; or (iv) a person that is in the United States at the time their order was originated or this U.S. Accredited Investor Certification Letter was executed;

(3)

(THIS SECTION IS MUST BE COMPLETED) it (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act (a “U.S. Accredited Investors”) and is acquiring the Warrants and the Warrant Shares, as applicable, for its own account or for the account of one or more U.S. Accredited Investor with respect to which it exercises sole investment discretion (“Beneficial Purchaser”), and not with a view to resale, distribution or other disposition of any of the Warrants and the Warrant Shares, as applicable, in violation of United States federal or state securities laws and (ii) satisfies one or more of the categories indicated below (please place an “X” and initial on the appropriate line or lines and, if there is a Beneficial Purchaser, undersigned must mark “P” beside the category applicable to undersigned and “BP” beside the category applicable to the Beneficial Purchaser), and is (mark all that apply):

L-2

_______ Category 1. A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or

_______ Category 2. A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or;

_______ Category 3. A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; or;

_______ Category 4. An insurance company as defined in Section 2(13) of the U.S. Securities Act; or

_______ Category 5. An investment company registered under the United States Investment Company Act of 1940, as amended; or

_______ Category 6. A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940, as amended; or

_______ Category 7. A small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958, as amended; or

_______ Category 8. A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of U.S. $5,000,000; or

_______ Category 9. An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of U.S. $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or

_______ Category 10. A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended; or

_______ Category 11. An organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of U.S. $5,000,000; or

_______ Category 12. Any director or executive officer of the Company; or

_______ Category 13. A natural person that has a net worth (or joint net worth together with his or her spouse) excluding the “net value” of his or her primary residence, in excess of US$1,000,000 and no reason to believe that net worth will not remain in excess of US$1,000,000 for the foreseeable future. “Net value” for such purposes is the fair value of the residence less any mortgage indebtedness or other obligation secured by the residence, provided that any amount of the secured obligation in excess of the value of the residence is considered a liability and must be deducted from the investor’s net worth; or

_______ Category 14. A natural person who had an individual income in excess of U.S. $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of U.S. $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

L-3

_______ Category 15. A trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or

_______ Category 16. Any entity in which all of the equity owners meet the requirements of at least one of the above categories (if this alternative is checked, you must at the request of the Company identify each equity owner and provide statements signed by each demonstrating how each qualifies as a U.S. Accredited Investor).

(4)

if undersigned is: (a) a corporation, it is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this U.S. Accredited Investor Certification Letter, to acquire the Warrants as contemplated herein and to carry out and perform its obligations under the terms of this U.S. Accredited Investor Certification Letter and the individual signing this U.S. Accredited Investor Certification Letter has been duly authorized to execute and deliver this U.S. Accredited Investor Certification Letter; or (b) an individual, partnership, syndicate or other form of unincorporated organization, it has the necessary legal capacity and authority to execute and deliver this U.S. Accredited Investor Certification Letter and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof and the individual signing this U.S. Accredited Investor Certification Letter has been duly authorized to execute and deliver this U.S. Accredited Investor Certification Letter;

(5)

the execution and delivery of this U.S. Accredited Investor Certification Letter and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any controlling documents, by-laws or resolutions of undersigned or any indenture, contract, agreement (whether written or oral), instrument or other document to which undersigned is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to undersigned;

(6)

this U.S. Accredited Investor Certification Letter has been duly and validly authorized, executed and delivered by, and upon acceptance by the Company constitutes a legal, valid, binding and enforceable obligation of, undersigned; if undersigned is contracting hereunder as trustee, agent, representative or nominee for one or more beneficial purchasers, undersigned has due and proper authority to execute and deliver this U.S. Accredited Investor Certification Letter on behalf of each such beneficial purchaser and to act on behalf of each such beneficial purchaser in connection with the transactions contemplated hereby and acknowledges that the Company may be required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Warrants and the Warrant Shares for whom undersigned may be acting;

(7)

undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and it is able to bear the economic risks of such investment and is able, without impairing its financial condition, to hold the Warrants and the Warrant Shares, as applicable, for an indefinite period of time and to bear the economic risks, and withstand a complete loss of such investment;

(8)

undersigned understands that the Warrants may not be exercised in the United States or by, or on behalf or for the benefit of, a U.S. Person (as defined in Regulation S under the U.S. Securities Act), unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares, if any, to the U.S. Person and such U.S. Person has furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to such effect and/or any other certificates or documentation reasonably requested by the Company, the registrar and transfer agent or as required under the Warrant Indenture; following exercise of the Warrants, if such an exercise is available, the Warrant Shares will bear a restrictive legend set forth herein;

(9)

undersigned understands and acknowledges that each of the Warrants and the Warrant Shares, as applicable, are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and it agrees that if it decides to offer, sell, pledge or otherwise transfer any of the Warrants and the Warrant Shares, as applicable, directly or indirectly, it will not offer, sell, pledge or otherwise transfer any of such securities, directly or indirectly, other than in compliance with any restrictive legend imprinted thereon, any restrictions or requirements set forth herein, and pursuant to an available exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States, if any;

L-4

(10)

undersigned understands and acknowledges that certificates representing any Warrants and any Warrant Shares, as applicable, and all certificates issued in exchange for or in substitution of such certificates, will bear the following legend(s), as applicable, upon the original issuance and until the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws:

THE SECURITIES REPRESENTED HEREBY [if for Warrants shall also include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER OF SUCH SECURITIES AND ITS SUCCESSORS (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER HAS PRIOR TO SUCH TRANSFER FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT AND/OR SUCH OTHER CERTIFICATIONS, INFORMATION OR DOCUMENTATION AS REASONABLY REQUESTED BY THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

[if a Warrant shall also include: THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AFTER THE EXPIRY DATE (AS DEFINED IN THIS WARRANT CERTIFICATE).]

provided, that if any of the Warrants or Warrant Shares, if any, are being sold in accordance with Rule 904 of Regulation S, this legend may be removed by providing the declarations to the Company and transfer agent in the form attached as Appendix A to this U.S. Accredited Investor Certification Letter (or such other form as the Company may prescribe from time to time), together with any other evidence, which may include an opinion of counsel of recognized standing reasonably satisfactory to the Company and/or transfer agent, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act; provided further, that if any of the Warrants or Warrant Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, the legend may be removed by delivery to the Company and the Company’s transfer agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Company and the transfer agent, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws;

(11)

undersigned consents to the Company making a notation on its records or giving instructions to its transfer agent, as applicable, in order to implement the restrictions on transfer set forth and described herein;

L-5

(12)

undersigned has decided to acquire the Warrants and the underlying securities based solely on undersigned’s independent investigation and evaluation of the Company and its assets and undersigned has had access to all materials, books and records and documents relating to the Company as undersigned has desired;

(13)

undersigned has been provided an opportunity to ask questions of, and receive answers from, authorized representatives of the Company concerning the Company, the Unites and underlying securities, and the terms of the Offering and that any request for such information has been complied with to undersigned’s satisfaction and that it has had the opportunity to consult with its own legal and tax advisors with regards thereto and it is solely responsible for obtaining such legal, tax and other advice, including advice regarding the ability to resell the Warrants or Warrant Shares, if any;

(14)

undersigned understands and acknowledges that the Company is not obligated to file and have no present intention of filing with the SEC or with any state securities administrator any registration statement under the U.S. Securities Act with respect to any of the Warrants or Warrant Shares;

(15)

undersigned acknowledges that purchasing, holding and disposing of any of Warrants or Warrant Shares, if any, may have tax consequences under the laws of both Canada and the United States, and that it is solely responsible for determining the tax consequences of investment in such securities and the Company gives no opinion and makes no representation with respect to the tax consequences to undersigned under United States, state, local or foreign tax law of undersigned’s acquisition or disposition of any such securities, or as to any other tax consequences related to any of such securities; and no determination has been made whether the Company will be a “passive foreign investment company” (“PFIC”) within the meaning of Section 1291 of the United States Internal Revenue Code;

(16)

undersigned understands that financial statements of the Company have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differ from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

(17)

undersigned understands and acknowledges that the Company is not (i) obligated to remain a "foreign issuer" within the meaning of Rule 902 of Regulation S, (ii) may not, at the time the Warrants or Warrant Shares, if any, are resold by it or at any other time, be a foreign issuer, and (iii) may engage in one or more transactions which could cause the Company not to be a foreign issuer;

(18)

if required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, undersigned will execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issuance of the securities;

(19)

undersigned acknowledges and understands that the enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized outside the United States, that some or all of its officers and directors and the experts named herein are residents of a foreign country, and that all or a substantial portion of the assets of the Company and said persons are located outside the United States; as a result, it may be difficult or impossible for holders of Warrants or Warrant Shares in the United States to effect service of process within the United States upon the Company, its officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; and in addition, holders of Warrants or Warrant Shares in the United States should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States;

(20)

it understands that the reserve and resource estimates included in Company materials, filings or information, as applicable, have been prepared in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects and the Canadian Institute of Mining, Metallurgy and Petroleum classification system, which may differ significantly from the requirements of the SEC and, accordingly, reported information concerning mineral deposits of the Company may not be comparable with information made public by companies that report in accordance with U.S. standards;

L-6

(21)

undersigned is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the U.S. Securities Act (each, a “Disqualification Event”), except to the extent an applicable Disqualification Event does not apply to prevent reliance on Rule 506 because of the provisions set forth in Rule 506(d)(2). If undersigned is subject to a Disqualification Event, but the provisions of Rule 506(d)(1) do not apply to prevent reliance on Rule 506 because of the provisions of Rule 506(d)(2), undersigned shall provide the Company with a written description of any matters that would have otherwise triggered disqualification under Rule 506(d)(1) and the reason why the provisions of such paragraph do not apply, including all information which, in the opinion of the Company, may be required to be disclosed by the Company to comply with the provisions of Rule 506(e). The undersigned hereby authorizes the Company to disclose, as contemplated pursuant to Rule 506(e), any and all information with respect to a Disqualification Event relating to undersigned and/or its directors, officers, general partners or managing members, as applicable, that occurred prior to September 23, 2013;

(22)

undersigned acknowledges that the Corporation may complete additional financings in the future in order to develop the business of the Corporation and to fund its ongoing development; that there is no assurance that such financings will be available and, if available, on reasonable terms; any such future financings may have a dilutive effect on current security holders, including undersigned;

(23)

undersigned, or others for whom undersigned is contracting hereunder, is solely responsible and the Corporation is not in any way responsible for compliance by undersigned or any beneficial purchaser for whom it is contracting hereunder with all applicable hold periods and resale restrictions to which the Shares are subject;

(24)

undersigned acknowledges that this U.S. Accredited Investor Certification Letter is subject to rejection or allotment, in whole or in part, by the Corporation; and it is understood and agreed that all consideration tendered herewith shall be returned to undersigned, without interest or deduction, at the address of undersigned set out herein if this U.S. Accredited Investor Certification Letter is not accepted, or if accepted only in part, such portion of the consideration attributable to that portion of the subscription hereunder which is not accepted shall be so returned to undersigned without interest or deduction;

(25)

undersigned represents and warrants that (i) the consideration or funds representing the applicable purchase price of the Warrants or Warrant Shares, if any, which will be advanced by undersigned for the Warrants or Warrant Shares in the Offering will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”), and undersigned acknowledges that the Company and/or any of their respective affiliates or representatives in the United States may in the future be required by law to disclose undersigned’s name and other information relating to undersigned’s subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act, and (b) no portion of the funds or consideration representing the applicable purchase price to be provided by undersigned (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity that has not been identified to or by undersigned; and undersigned shall promptly notify the Company and their respective affiliates or representatives in the United States if undersigned discovers that any of such representations ceases to be true and provide the Company and any of their respective affiliates and representatives in the United States with appropriate information in connection therewith;

(26)

undersigned understands and acknowledges that, absent exceptive relief from the SEC, if a corporation or any predecessor is deemed to have been at any time previously an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents (including, being deemed a “shell company” defined in Rule 144(i) under the U.S. Securities Act), Rule 144 under the U.S. Securities Act may not be available for resales of restricted securities, and the Company is not obligated to provide Rule 144 information under the U.S. Securities Act for resales of such securities and, as a result, Rule 144 is not available for the public resale of such securities;

L-7

(27)

the Corporation’s counsel, Cassels Brock and Blackwell LLP and Neal, Gerber & Eisenberg LLP, are acting solely for the Corporation in connection with matters set forth herein and undersigned may not rely upon such counsel in any respect; undersigned acknowledges that it has been encouraged to and should obtain independent legal, income tax and investment advice with respect to such matters and accordingly, has been independently advised as to the meanings of all terms contained herein relevant to undersigned for the purposes of giving representations, warranties and covenants under this U.S. Accredited Investor Certification Letter;

(28)

it represents and warrants that the offer, sale and issuance of the securities is not a transaction, or part of a chain of transactions which, although in technical compliance with an applicable exemption under the U.S. Securities Act, is part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and

(29)

it acknowledges that undersigned (including, any Beneficial Purchaser) has not purchased the Warrants or Warrant Shares as a result of any directed selling efforts (as defined in Rule 902(c) of Regulation S under the U.S. Securities Act) or any form of “general solicitation” or “general advertising” (as such terms are defined in Regulation D under the U.S. Securities Act) including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over the Internet, radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or in any other manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

Undersigned acknowledges and agrees that the representations, warranties, covenants and agreements contained herein are made by it with the intent that they may be relied upon by the Company and its counsel and representatives, in determining its eligibility to purchase the Warrants and Warrant Shares, as applicable, (or, if applicable, the eligibility of others on whose behalf undersigned purchaser is contracting hereunder to purchase the Warrants and Warrant Shares, as applicable). By this letter undersigned represents and warrants that the foregoing representations and warranties are true and that they shall survive the purchase by it of the Warrants and Warrant Shares, as applicable, and shall continue in full force and effect notwithstanding any subsequent disposition by undersigned of the Warrants and Warrant Shares.

The Company is irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

[Remainder of page intentionally left blank. Signature page follows.]

L-8

Execution by the Potential Warrantholder:

EXECUTED by undersigned this _________ day of _________________, 2019.


Number of Warrants		Consideration


If an Individual

By:
	If an Entity, Authorized Signatory		(Undersigned’s Residential or Head Office Address)


Name (please print)		(Telephone Number)


Name and Official Capacity or Title of Authorized Signatory (please print)		(Facsimile Number)

Registration Instructions (if other than in name of undersigned):		Certificate Delivery Instructions (if other than the address above):

Name and Address of Residence (as it should appear on the certificates)


Account reference, if applicable		Account reference, if applicable


Address of Intermediary		Contact Name

		( )
		Telephone Number

L-9

IF YOU ARE SIGNING THIS AGREEMENT AS AGENT FOR A BENEFICIAL PURCHASER PLEASE PROVIDE THE FOLLOWING INFORMATION FOR EACH BENEFICIAL PURCHASER

Details of Beneficial Purchaser, if applicable

Name of Beneficial Purchaser (please print)		Beneficial Purchaser’s Residential or Head Office Address

(Telephone Number)		(Facsimile Number)

Acceptance by the Company:

		Orla Mining Ltd.

Dated:	By:
		Name:
		Title:

L-10

APPENDIX A

DECLARATION FOR REMOVAL OF LEGEND (REGULATION S)

TO:	Orla Mining Ltd. Suite 202 - 595 Howe St Vancouver, BC V6C 2T5 CANADA
AND TO:	_________________, as registrar and transfer agent for the [warrants] [warrant shares] of Orla Mining Ltd.

The undersigned (A) acknowledges that the sale of ___________ [warrants] [warrant shares] of Orla Mining Ltd. (the “Company”) to which this declaration relates, is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act), (b) a “distributor” as defined in Regulation S or (c) an affiliate of a distributor; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of a designated offshore securities market (such as the TSX Venture Exchange, the Toronto Stock Exchange or the Canadian Securities Exchange) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States or a U.S. person; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

This certification is made by it with the intent that they may be relied upon by the Company and its counsel (as if originally issued to such counsel), and the foregoing representations and warranties are true and shall continue in full force and effect notwithstanding any subsequent disposition by the undersigned of the applicable securities.

Dated:
			Name of Seller

		By:
			Name:
			Title:

L-11

Affirmation By Seller's Broker-Dealer (Regulation S)

We have read the foregoing representations of our customer, ________________ (the "Seller") dated _______________, with regard to our sale, for such Seller's account, of __________________ (the "Securities"), of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) at the time the buy order was originated, the buyer was outside the United States, or the Seller and any person acting on its behalf reasonably believed that the buyer was outside of the United States or the transaction was executed on or through the facilities of a "designated offshore securities market", (C) neither we, nor any person acting on our behalf, engaged in any “directed selling efforts” (within the meaning of Rule 902(c) of Regulation S under the U.S. Securities Act) in connection with the offer and sale of such securities, and (D) we have complied with the provisions of Rule 904(b) of Regulation S, if applicable, in connection with the sale of the Securities by the seller. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. We have executed or will execute, as applicable, sales of the Securities pursuant to and in compliance with Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended, on behalf of the Seller.

Legal counsel to the Company and the Underwriters or U.S. Affiliates shall be entitled to rely upon the representations, warranties and covenants contained in this affirmation to the same extent as if this letter had been addressed to them, it being agreed that such representations, warranties and covenants shall be deemed to be made both as of the date of this affirmation and at the time of the sale of the Securities.

Name of Firm:

By (name):

Title:

(an duly authorized officer)

Date:

L-12

Schedule M
Encumbrances Consisting of Royalties

4.0% net smelter returns royalty payable to the Government of Panama with respect to mineral production at the Cerro Quema Project.

2.0% net smelter returns royalty payable to Newmont Goldcorp Corporation (as successor to Goldcorp Inc.) with respect to mineral production at the Camino Rojo Project.

0.5% royalty payable to the Government of Mexico as an “Extraordinary Mining Duty” with respect to the Camino Rojo Project.

Schedule N
Permitted Investments

Nil.

Schedule O
PERMIT EXCEPTIONS

Each of the water concessions relating to the Camino Rojo Project set out in Schedule H were assigned by Minera Peñasquito, S.A. de C.V. to Minera Camino Rojo, S.A. de C.V. pursuant to an Assignment of Water Concession dated November 7, 2017. Application of such assignment has been filed for registration with the National Water Commission and registration is pending.

The original 20-year term for each of the mineral concessions relating to the Cerro Quema Project set out in Schedule H expired on February 26, 2017 (Contracts 19 and 20) and March 3, 2017 (Contract 21). Cerro Quema has applied for the prescribed 10-year extension to these contracts as it is entitled to under Panamanian mineral law.

Mining concessions Camino Rojo 4 and Camino Rojo 5 set out in Schedule H were transferred by Minera Peñasquito, S.A. de C.V. to Minera Camino Rojo, S.A. de C.V. pursuant to an assignment agreement signed between both parties on November 8, 2017; a reduction application has been filed in respect of each of these mining concessions and registration of the transfer of these mining concessions to Camino Rojo is pending until the reduction has been completed.

Schedule P
Permitted Debt

I. [commercially sensitive information redacted],

II. Existing Cerro Quema Bonding Obligations

Bonding Obligations totalling US$300,000, of which US$150,000 is cash collateralized and the remainder is insured, all of which are in favour of the Governing Authorities in Panama.

Exhibit 99.46

NEWS RELEASE

CAMINO ROJO OXIDE GOLD PROJECT ADVANCES TOWARDS PRODUCTION

ORLA MINING FINALIZES US$125 MILLION CREDIT AGREEMENT, RECEIVES APPROVAL OF A KEY PERMIT AND THE BOARD APPROVES CONSTRUCTION SPENDING

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

VANCOUVER, BC – December 18, 2019 - Orla Mining Ltd. (TSX: OLA) (“Orla” or the “Company”) is pleased to announce that the Company has entered into a loan agreement with Trinity Capital Partners Corporation (“Trinity Capital”) and certain other lenders with respect to its previously announced US$125 million project finance facility (“Credit Facility”) for the development of the Camino Rojo Oxide Gold Project (“Camino Rojo”) located in Zacatecas, Mexico. The Credit Facility was arranged by Trinity Capital and includes a syndicate of lenders led by Agnico Eagle Mines Limited, Pierre Lassonde and Trinity Capital, creating key alignment between debt and equity holders who will support the Company’s development going forward.

Concurrent with the closing of the Credit Facility, the Board of Directors of Orla has approved the start of construction spending at Camino Rojo, allowing the continuation of detailed engineering and the ordering of long lead items, such as the crushing system. Commencement of project construction has also been approved, subject to receipt of all required permits.

Orla is also pleased to report that the Company has received notification from the Mexican federal government environment department known as SEMARNAT, granting approval of the Change of Land Use permit (Cambio de Uso de Suelo or CUS/ETJ), one of the two key permits required for the development of Camino Rojo.

“Securing this US$125 million Credit Facility and one of the key permits marks two more critical milestones in the evolution of Orla, allowing us to maintain our schedule for advancing Camino Rojo toward production in mid-2021. We have accomplished a great deal to get to this point in just two years since the acquisition of the project. With the continued support of local communities, various levels of government, shareholders and now lenders, we can advance toward production by initiating construction in the coming months once the final permit is received,” stated Jason Simpson, President and Chief Executive Officer.

Credit Facility

The Credit Facility provides Orla with US$125 million comprised of three tranches; an initial tranche of US$25 million, which Orla has requested to be drawn on closing, and two subsequent tranches of US$50 million each, available for drawdown after satisfaction of certain conditions precedent, including the receipt of key permits required for the development of Camino Rojo. The term of the Credit Facility is five years and will bear interest at 8.8% per annum.

In connection with the closing of the Credit Facility, Orla has issued 32.5 million common share purchase warrants to the lenders, with a seven year term and an exercise price of C$3.00 per warrant, representing a 97% premium to the closing price of Orla on October 18, 2019, the day prior to announcement of the Credit Facility.

NEWS RELEASE

The balance of the terms of the Credit Facility are as previously disclosed in the news release dated October 21, 2019 and the commitment letter dated October 20, 2019, which was filed on SEDAR on October 29, 2019.

Cutfield Freeman & Co. provided independent advisory services to Orla in connection with the Credit Facility with Cassels Brock & Blackwell LLP acting as legal counsel.

Permitting Update

The other key permit required prior to the start of construction is the Environmental Impact Statement (Manifesto de Impacto Ambiental or MIA). Review of the MIA application by SEMARNAT is ongoing. The construction of Camino Rojo is expected to start during the first half of 2020, upon receipt of all required permits.

Qualified Persons

Hans Smit, P.Geo., Chief Operating Officer of Orla, has reviewed and verified all technical and scientific information contained in this news release and is a Qualified Person within the meaning of NI 43-101.

About Orla Mining Ltd.

Orla is developing the Camino Rojo Oxide Gold Project, an advanced gold and silver open-pit and heap leach project, located in Zacatecas State, Central Mexico. The project is 100% owned by Orla and covers over 200,000 hectares. Estimated Mineral Reserves as of June 24, 2019 are 44.0 million tonnes at a gold grade of 0.73 grams per tonne (“g/t”) and a silver grade of 14.2 g/t, for total mineral reserves of 1.03 million ounces of gold and 20.1 million ounces of silver. (Comprised of Proven Mineral Reserves of 14,595,000 tonnes at 0.79 g/t gold and 15.1 g/t silver and Probable Mineral Reserves of 29,424,000 tonnes at 0.70 g/t gold and 13.7 g/t silver). The technical report entitled “Feasibility Study, NI 43-101 Technical Report on the Camino Rojo Gold Project — Municipality of Mazapil, Zacatecas, Mexico” dated June 25, 2019 is available on SEDAR under the Company’s profile as well as on Orla’s website at www.orlamining.com. Orla also owns 100% of the Cerro Quema Project located in Panama which includes a near-term gold production scenario and various exploration targets. The Cerro Quema Project is a proposed open pit mine and gold heap leach operation. Please refer to the “Cerro Quema Project - Pre-feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014, which is available on SEDAR.

For further information, please contact:

Jason Simpson

President & Chief Executive Officer

Etienne Morin

Chief Financial Officer

www.orlamining.com

info@orlamining.com

NEWS RELEASE

Multilateral Instrument 61-101

Mr. Chuck Jeannes, Ms. Elizabeth McGregor and Mr. David Stephens are directors of the Company, and Mr. Lassonde has beneficial ownership of, control or direction over, directly or indirectly, more than 10% of the issued and outstanding common shares of the Company, and each are lenders under the Credit Facility. Accordingly, the Credit Facility and the issuance of the warrants insofar as they involve such insiders constitute related party transactions for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is not required to obtain a formal valuation for the Credit Facility by virtue of section 5.4 of MI 61-101. In addition, the Company is relying on the exemption from the formal valuation and minority approval requirements of MI 61-101 set out in section 5.5(a) and section 5.7(a) of MI 61-101 as the fair market value of the Credit Facility and the warrants insofar as it relates to interested parties is not more than 25% of market capitalization.

Disclaimer

The securities offered (and any underlying securities) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-looking and Cautionary Statements

This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the Credit Facility, including the expected use of proceeds; timeline for commencing construction; results of the feasibility study, including but not limited to the mineral resource and mineral reserve estimation, mine plan and operations, internal rate of return, sensitivities, taxes, net present value, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; the timing and costs for production decisions; financing timelines and requirements; permitting timelines and requirements; requirements for additional land; exploration and planned exploration programs, the potential for discovery of additional mineral resources; upside opportunities including pit wall angles, land agreements, the development of the sulphide mineral resource and exploration potential; timing for start of engineering work, construction, and receipt of permits; timing for first gold production; and the Company's objectives and strategies. 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 are discussed in this news release, including without limitation, assumptions regarding price of gold and silver; 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 permits and approvals will be obtained; that social or environmental issues might exist, are well understood and will be properly managed; 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: failing to enter into a definitive agreement with respect to Engineering, Procurement and Construction Management; failing to receive the balance of the Credit Facility; risks related to uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral resources and mineral reserves, including changes in the economic parameters; risks relating to not securing agreements with third parties or not receiving required permits; risks associated with executing the Company’s objectives and strategies, including costs and expenses, 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 28, 2019, available on www.sedar.com. 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.

Exhibit 99.47

Condensed Interim Consolidated Financial Statements

Three and nine months ended September 30, 2019 and 2018

Canadian dollars

ORLA MINING LTD.
Consolidated Balance Sheets
(Thousands of Canadian dollars)

	September 30			December 31
	2019			2018
ASSETS
Current assets
Cash and equivalents	$	5,133		$	16,686
Accounts receivable		132			385
Prepaid expenses		44			206
		5,309			17,277
Restricted cash and reclamation deposits		665			205
Value added taxes recoverable		1,371			849
Property, plant, and equipment (note 6)		368			344
Exploration and evaluation assets (note 5)		164,112			169,282
TOTAL ASSETS	$	171,825		$	187,957

LIABILITIES
Current liabilities
Accounts payable (note 7)	$	489		$	1,743
Lease obligation (note 8)		30			—
Accrued liabilities		1,500			1,916
		2,019			3,659
Lease obligation (note 8)		65			—
Newmont loan (note 9)		11,834			6,103
Site closure provisions		722			745
TOTAL LIABILITIES		14,640			10,507

SHAREHOLDERS' EQUITY
Share capital		206,059			201,077
Reserves		28,120			25,960
Accumulated other comprehensive loss (gain)		(8	)		4,797
Accumulated deficit		(76,986	)		(54,384	)
TOTAL SHAREHOLDERS' EQUITY		157,185			177,450
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	171,825		$	187,957

Nature and continuance of operations (note 1)

Events after the reporting period (note 16)

Authorized on November 12, 2019 by the Board of Directors.

/s/ David Stephens		/s/ Jason Simpson
David Stephens, Director		Jason Simpson, Director

The accompanying notes are an integral part of these consolidated financial statements.

Page 2

ORLA MINING LTD.

Consolidated Statements of Loss
(Thousands of Canadian dollars, except per-share amounts)

	Three months ended September 30						Nine months ended September 30
	2019			2018			2019			2018
		restated note 4						restated note 4
EXPLORATION AND EVALUATION EXPENSES (note 5)
Assays and analysis	$	54		$	381		$	213		$	858
Drilling		386			1,120			1,358			2,265
Geological		378			989			1,675			3,278
Engineering		251			172			1,993			373
Environmental		283			131			706			222
Community and government		1,400			286			1,867			809
Land and water use, claims and concessions		1,217			2,154			4,302			4,212
Project management		50			63			174			170
Project review		35			48			153			124
Site activities		501			875			1,682			2,428
Site administration		229			823			1,679			2,041
		4,784			7,042			15,802			16,780

GENERAL AND ADMINISTRATIVE EXPENSES
Office and administrative		127			144			506			378
Professional fees		223			79			496			417
Regulatory and transfer agent		39			19			126			73
Salaries and benefits		556			422			1,670			886
		945			664			2,798			1,754

OTHER EXPENSES (INCOME)
Depreciation		34			34			96			100
Share based payments		758			601			2,918			2,920
Interest income		(21	)		(134	)		(113	)		(337	)
Interest expense on lease obligations		2			—			3			—
Change in value of Newmont loan (note 9)		638			153			1,071			318
Foreign exchange loss (gain)		(1	)		10			23			(142	)
Other		—			—			4			—
		1,410			664			4,002			2,859
LOSS FOR THE PERIOD	$	7,139		$	8,370		$	22,602		$	21,393
Weighted average number of common shares outstanding (millions)		185.1			179.2			181.4			176.0
Loss per share - basic and diluted	$	0.04		$	0.05		$	0.12		$	0.12

The accompanying notes are an integral part of these consolidated financial statements.

Page 3

ORLA MINING LTD.

Consolidated Statements of Comprehensive Loss
(Thousands of Canadian dollars, except per-share amounts)

	Three months ended September 30						Nine months ended September 30
	2019			2018			2019		2018
		restated note 4						restated note 4
LOSS FOR THE PERIOD	$	7,139		$	8,370		$	22,602	$	21,393
OTHER COMPREHENSIVE LOSS (INCOME)
Items that may in future periods be reclassified to profit or loss
Foreign currency differences arising on translation of foreign operations		(638	)		(333	)		4,805		(4,456	)
TOTAL COMPREHENSIVE LOSS	$	6,501		$	8,037		$	27,407	$	16,937

The accompanying notes are an integral part of these consolidated financial statements.

Page 4

ORLA MINING LTD.
Consolidated Statements of Cash Flows
(Thousands of Canadian dollars)

	Three months ended September 30						Nine months ended September 30
Cash flows provided by (used in):	2019			2018			2019			2018
				restated note 4						restated note 4
OPERATING ACTIVITIES
Net income (loss) for the period	$	(7,139	)	$	(8,370	)	$	(22,602	)	$	(21,393	)
Adjustments for items not affecting cash:
Depreciation		34			34			96			100
Share based compensation		758			596			2,918			2,920
Loan proceeds received in excess of fair value credited to exploration expense (note 9)		(757	)		(766	)		(1,707	)		(2,585	)
Change in value of Newmont loan (note 9)		638			149			1,071			306
Exploration expenses paid via issuance of common shares		—			—			65			—
Changes in non-cash working capital:
Accounts receivable		(36	)		6			253			97
Prepaid expenses		30			47			162			182
Accounts payable and accrued liabilities		(220	)		(99	)		(1,670	)		(111	)
Cash used in operating activities		(6,692	)		(8,403	)		(21,414	)		(20,484	)

FINANCING ACTIVITIES
Proceeds on issuance of common shares, net of issuance costs		3,939			—			4,288			29,171
Advances received on the Newmont loan (note 9)		3,186			3,011			6,742			6,928
Share issuance costs		(111	)		—			(128	)		—
Cash payments against lease obligations		(7	)		—			(20	)		—
Cash provided by financing activities		7,007			3,011			10,882			36,099

INVESTING ACTIVITIES
Purchase of equipment		(7	)		(108	)		(13	)		(173	)
Restricted cash and reclamation deposits funded		(66	)		(4	)		(470	)		(4	)
Value added taxes paid, not immediately recoverable		(173	)		(238	)		(564	)		(508	)
Cash used in investing activities		(246	)		(350	)		(1,047	)		(685	)

Effects of exchange rate changes on cash		33			(61	)		26			55

Net increase (decrease) in cash and equivalents		102			(5,803	)		(11,553	)		14,985
Cash and equivalents, beginning of period		5,031			26,930			16,686			6,142
Cash and equivalents, end of period	$	5,133		$	21,127		$	5,133		$	21,127

Cash and equivalents consist of:
Bank current accounts and cash on hand							$	5,133		$	21,104
Short term highly liquid investments								—			23
							$	5,133		$	21,127

Supplemental cash flow information (note 12)

Page 5

ORLA MINING LTD.
Consolidated Statements of Changes in Equity
(Thousands of Canadian dollars)

	Common shares					Reserves
	Number of shares (thousands)		Amount			Warrants			Options			RSUs, DSUs, and Bonus shares			Total			Accumulated Other Comprehensive Income			Retained earnings			Total
Balances at January 1, 2018, as previously stated		160,441	$	174,436		$	14,114		$	4,944		$	118		$	19,176		$	(8,840	)	$	(14,984	)	$	169,788
Effect of change in accounting policy		—		—			—			—			—			—			183			(9,487	)		(9,304	)
Balances at January 1, 2018, restated		160,441		174,436		$	14,114		$	4,944		$	118		$	19,176		$	(8,657	)	$	(24,471	)	$	160,484
Private placement		17,581		27,803			2,964			—			—			2,964			—			—			30,767
Shares issued for debt settlement		148		207			—			—			—			—			—			—			207
Share issuance costs		—		(1,777	)		—			—			—			—			—			—			(1,777	)
Warrants exercised		388		64			(18	)		—			—			(18	)		—			—			46
Stock options exercised		657		333			—			(197	)		—			(197	)		—			—			136
Share based payments expensed		—		—			—			2,462			457			2,919			—			—			2,919
Loss for the period		—		—			—			—			—			—			—			(21,393	)		(21,393	)
Other comprehensive income		—		—			—			—			—			—			4,456			—			4,456
Balance at September 30, 2018		179,215	$	201,066		$	17,060		$	7,209		$	575		$	24,844		$	(4,201	)	$	(45,864	)	$	175,845

Balance at January 1, 2019		179,315	$	201,077		$	17,026		$	8,020		$	914		$	25,960		$	4,797		$	(54,384	)	$	177,450
Shares issued for Monitor agreement		59		65			—			—			—			—			—			—			65
Warrants exercised		6,167		5,866			(2,042	)		—			—			(2,042	)		—			—			3,824
Warrants issued		—		(1,940	)		1,940			—			—			1,940			—			—			—
Stock options exercised		338		897			—			(434	)		—			(434	)		—			—			463
Share issuance costs		—		(128	)		—			—			—			—			—			—			(128	)
RSUs matured and redeemed		202		222			—			—			(222	)		(222	)		—			—			—
Share based payments expensed		—		—			—			1,662			1,256			2,918			—			—			2,918
Loss for the period		—		—			—			—			—			—			—			(22,602	)		(22,602	)
Other comprehensive loss		—		—			—			—			—			—			(4,805	)		—			(4,805	)
Balance at September 30, 2019		186,081	$	206,059		$	16,924		$	9,248		$	1,948		$	28,120		$	(8	)	$	(76,986	)	$	157,185

The accompanying notes are an integral part of these consolidated financial statements.

Page 6

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS

Orla Mining Ltd. was incorporated in Alberta in 2007 and has been continued as a federal company under the Canada Business Corporations Act since 2016. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries. The registered office of the Company is located at Suite 202, 595 Howe Street, Vancouver, Canada.

The Company is engaged in the exploration, development, and acquisition of mineral properties, and holds two material gold projects – the Camino Rojo oxide gold and silver project in Zacatecas State, Mexico, and the Cerro Quema gold project in Panama.

These unaudited condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at September 30, 2019, the Company had not advanced any of its properties to commercial production and was not able to fund day-to-day activities through operations. The Company’s continuation as a going concern is dependent upon successful results from our mineral exploration activities and our ability to attain profitable operations and generate cash or raise equity capital or borrowings sufficient to meet current and future obligations. We expect to fund operating costs of the Company over the next twelve months with cash on hand and with further equity or debt financings.

BASIS OF PREPARATION

We have prepared these condensed interim consolidated financial statements in accordance with IAS 34 «Interim Financial Reporting». They do not include all the information required for full annual financial statements.

The Board of Directors approved these condensed interim consolidated financial statements for issue, on November 12, 2019.

These condensed interim consolidated financial statements are presented in Canadian dollars and include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated upon consolidation.

SIGNIFICANT ACCOUNTING POLICIES

Page 7

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

CHANGES IN ACCOUNTING POLICIES DURING THE YEAR ENDED DECEMBER 31, 2018 WHICH EFFECT THE COMPARATIVE FIGURES

During the year ended December 31, 2018, we changed certain of our accounting policies. Consequently, we restated the figures presented for the comparative period (namely, the three and nine months ended September 30, 2018). A discussion of the quantitative changes respecting the three and nine months ended September 30, 2018 are presented in this note below. For a qualitative discussion of these changes in accounting policies we refer you to note 3(a) of our annual audited consolidated financial statements as at and for the years ended December 31, 2018 and 2017.

(i)

Exploration and evaluation (“E&E”) expenditures

The Company’s previous accounting policy was to capitalize exploration and evaluation expenditures. In preparation for the possible construction and operation of our mineral projects, we updated our policy with respect to such expenditures. The new policy is to expense such expenditures as incurred.

(ii)

Site-related administrative costs

(iii)

Site-related VAT recoverable amounts

The Company’s previous accounting policy was to include site-related value-added taxes (“VAT”) recoverable, such as Mexican IVA, within “exploration and evaluation assets”. The new policy is to present these amounts as receivables, with appropriate current and long term classification. The IVA paid upon the initial acquisition of the Camino Rojo Project continues to be carried as part of acquisition costs.

(iv)

Corporate administrative costs

As a result of the reclassifications in note (ii) above, corporate “rent”, “public and community relations”, and “travel” were trivial. Consequently, we grouped them within “office and administrative” expenses.

(v)

Effects of these changes in accounting policies

The effects of the above changes on the results of operations and cash flows are presented here:

Page 8

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

	Three months ended September 30, 2018			Nine months ended September 30, 2018
Effect on income statement of changes in accounting policies
Exploration and evaluation expenses (“E&E”):
As originally presented	$	45		$	91
E&E charged to expenses, note (i)		6,997			16,689
As restated	$	7,042		$	16,780

Office and administration expenses:
As originally presented	$	235		$	667
Site-related adminstrative costs reclassified to E&E, note (ii)		(175	)		(499	)
Corporate public and community relations reclassifed to office and administrative (note (iv))		30			60
Corporate rent reclassifed to office and administrative (note (iv))		23			50
Corporate travel reclassifed to office and administrative (note (iv))		31			100
As restated	$	144		$	378

Professional fees:
As originally presented	$	289		$	778
Site-related professional fees reclassified to E&E, note (ii)		(210	)		(361	)
As restated	$	79		$	417

Public and community relations:
As originally presented	$	125		$	334
Site-related public and community relations costs reclassified to E&E, note (ii)		(95	)		(274	)
Corporate public and community relations reclassifed to office and administrative (note (iv))		(30	)		(60	)
As restated	$	—		$	—

Rent:
As originally presented	$	38		$	95
Site-related rent reclassified to E&E, note (ii)		(15	)		(45	)
Corporate rent reclassifed to office and administrative (note (iv))		(23	)		(50	)
As restated	$	—		$	—

Salaries and benefits:
Originally presented as management and directors’ fees	$	434		$	878
Originally presented as salaries and benefits		178			456
As originally presented, combined		612			1,334
Site-related salaries and benefits reclassified to E&E, note (ii)		(190	)		(448	)
As restated	$	422		$	886

Travel:
As originally presented	$	77		$	226
Site-related travel reclassified to E&E, note (ii)		(46	)		(126	)
Corporate travel reclassifed to office and administrative (note (iv))		(31	)		(100	)
As restated	$	—		$	—

Effect on cash flow statement of changes in accounting policies

Cash used in operating activities:
As originally presented	$	(1,370	)	$	(2,962	)
Site-related adminstrative costs, professional fees, rent, administrative salaries, and travel reclassified to E&E, note (ii)		730			1,752
E&E charged to expenses, note (i)		(6,997	)		(16,689	)
Portion of loan proceeds credited to exploration expense, note (i)		(766	)		(2,585	)
As restated	$	(8,403	)	$	(20,484	)

Cash used in investing activities:
As originally presented	$	(7,383	)	$	(18,208	)
Site-related adminstrative costs, professional fees, rent, administrative salaries, and travel reclassified to E&E, note (ii)		(730	)		(1,751	)
E&E (excluding depreciation) charged to expenses, note (i)		6,997			16,689
Portion of loan proceeds credited to exploration expense, note (i)		766			2,585
As restated	$	(350	)	$	(685	)

There were no changes in cash flows provided by financing activities.

Page 9

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

EXPLORATION AND EVALUATION

The Company’s exploration and evaluation projects consist of the Camino Rojo Project, the Cerro Quema Project, and the Monitor Gold Project.

(a)

Camino Rojo Project

The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S-SE of Newmont Goldcorp Corporation’s (“Newmont”) Peñasquito Mine and consists of eight concessions covering in aggregate approximately 206,000 hectares. As currently understood, Camino Rojo is comprised of a near-surface oxide gold and silver deposit, a deeper sulphide zone containing gold, silver, zinc and lead mineralization, and a large area with exploration potential.

In November 2017, we acquired the Camino Rojo Project from Goldcorp Inc. (a predecessor company to Newmont) by:

issuing 31,860,141 common shares of Orla,

granting a 2% net smelter royalty (the “Royalty”) on the sale of all metal production from Camino Rojo, and

paying certain obligations, including Mexican value-added taxes, of approximately $4,923,000.

In addition, the Company and Goldcorp (now, Newmont) entered into an option agreement regarding the potential development of sulphide operations at Camino Rojo. Pursuant to the option agreement, Newmont will, subject to the applicable sulphide project meeting certain thresholds, have an option to acquire a 60% or 70% interest in the applicable sulphide project. The Royalty excludes revenue on the sale of metals produced from a sulphide project where Newmont has exercised its Sulphide Option.

We maintain a right of first refusal if Newmont elects to sell the Royalty, in whole or in part.

(b)

Cerro Quema Project

The Cerro Quema Project is located on the Azuero Peninsula in Los Santos Province, in south western Panama, about 45 kilometres southwest of the city of Chitre and about 190 kilometres southwest of Panama City. The project is at the exploration and development stage for a proposed open pit mine with process by heap leaching.

The original 20-year terms for these concessions expired in February and March of 2017. The Company has applied for the prescribed ten-year extension to these concessions as it is entitled to under Panamanian mineral law. In March 2017, the Ministry of Commerce and Industry provided written confirmation to the Company that the extension applications had been received and that exploration work could continue while the Company awaits renewal of the concessions. As of the date of these financial statements, final concession renewals have not been received. However, we continue to receive ongoing drilling, water use, environmental and other permits, and have paid concession taxes, in the normal course.

Page 10

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(c)

Monitor Gold Project

The Monitor Gold Project consists of three separate option agreements consisting of 422 claims covering 3,416 hectares in Nye County, Nevada, USA.

To maintain the options, minimum payments and work commitments are required for each year to 2038. In 2019, these consist of US$50,000 in share issuances (completed in January 2019), US$20,000 in advance royalty payments (completed in March 2019), and US$30,000 in work commitments (completed). For 2020, these payments and work commitments consist of US$40,000 in advance royalty payments, and US$75,000 in work commitments. We expense these property options payments and work commitments as they are incurred.

(d)

Exploration and evaluation assets

Capitalized initial acquisition costs of our active mineral properties are as follows:

	Camino Rojo (Mexico)			Cerro Quema (Panama)			Monitor Gold (USA)			Other		Total
Acquisition costs at historical rates
At December 31, 2018	$	54,258		$	109,474		$	407		$	—	$	164,139
Additions		—			—			—			—		—
At September 30, 2019	$	54,258		$	109,474		$	407		$	—	$	164,139

Accumulated foreign exchange on translation
At December 31, 2018	$	2,145		$	2,976		$	22		$	—	$	5,143
Due to changes in exchange rates		(1,868	)		(3,289	)		(13	)		—		(5,170	)
At September 30, 2019	$	277		$	(313	)	$	9		$	—	$	(27	)

Acquisition costs
At December 31, 2018	$	56,403		$	112,450		$	429		$	—	$	169,282
At September 30, 2019	$	54,535		$	109,161		$	416		$	—	$	164,112

Page 11

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(e)

Exploration and evaluation expense

Three months ended September 30, 2019	Camino Rojo (Mexico)		Cerro Quema (Panama)		Monitor Gold (USA)		Other		Total
Assays and analysis	$	36	$	18	$	—	$	—	$	54
Drilling		380		6		—		—		386
Geological and geophysical		332		38		8		—		378
Engineering		246		5		—		—		251
Environmental		175		108		—		—		283
Community and government		1,204		196		—		—		1,400
Land, water use, and claims		1,003		108		106		—		1,217
Project management		50		—		—		—		50
Project review		—		—		—		35		35
Site activities		491		10		—		—		501
Site administration		59		170		—		—		229
	$	3,976	$	659	$	114	$	35	$	4,784

Nine months ended September 30, 2019	Camino Rojo (Mexico)		Cerro Quema (Panama)		Monitor Gold (USA)		Other		Total
Assays and analysis	$	164	$	49	$	—	$	—	$	213
Drilling		1,352		6		—		—		1,358
Geological and geophysical		1,005		627		43		—		1,675
Engineering		1,988		5		—		—		1,993
Environmental		598		108		—		—		706
Community and government		1,482		385		—		—		1,867
Land, water use, and claims		3,983		111		208		—		4,302
Project management		174		—		—		—		174
Project review		—		—		—		153		153
Site activities		1,064		618		—		—		1,682
Site administration		469		1,208		2		—		1,679
	$	12,279	$	3,117	$	253	$	153	$	15,802

Page 12

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

Three months ended September 30, 2018 (restated)	Camino Rojo (Mexico)		Cerro Quema (Panama)		Monitor Gold (USA)		Other		Total
Assays and analysis	$	195	$	186	$	—	$	—	$	381
Drilling		828		292		—		—		1120
Geological and geophysical		309		466		214		—		989
Engineering		172		—		—		—		172
Environmental		131		—		—		—		131
Community and government		76		210		—		—		286
Land, water use, and claims		2,068		—		86		—		2,154
Project management		63		—		—		—		63
Project review		—		—		—		48		48
Site activities		496		326		53		—		875
Site administration		151		672		—		—		823
	$	4,489	$	2,152	$	353	$	48	$	7,042

Nine months ended September 30, 2018 (restated)	Camino Rojo (Mexico)		Cerro Quema (Panama)		Monitor Gold (USA)		Other		Total
Assays and analysis	$	394	$	464	$	—	$	—	$	858
Drilling		1,167		1,098		—		—		2,265
Geological and geophysical		1,224		1,706		348		—		3,278
Engineering		373		—		—		—		373
Environmental		222		—		—		—		222
Community and government		121		688		—		—		809
Land, water use, and claims		4,086		—		126		—		4,212
Project management		170		—		—		—		170
Project review		—		—		—		124		124
Site activities		1,198		1,162		68		—		2,428
Site administration		312		1,729		—		—		2,041
	$	9,267	$	6,847	$	542	$	124	$	16,780

Page 13

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

PROPERTY, PLANT, AND EQUIPMENT

	Right-of-use assets: facilities		Equipment			Office equipment			Computer equipment		Vehicles			Total
Cost
At December 31, 2018	$	—	$	427		$	44		$	185	$	29		$	685
Additions (disposals)		116		2			4			6		—			128
Movements in exchange rates		—		(7	)		(2	)		—		(1	)		(10	)
At September 30, 2019	$	116	$	422		$	46		$	191	$	28		$	803

Accumulated depreciation
At December 31, 2018	$	—	$	207		$	17		$	101	$	16		$	341
Charged in the year		15		51			3			18		9			96
Movements in exchange rates		—		(2	)		—			1		(1	)		(2	)
At September 30, 2019	$	15	$	256		$	20		$	120	$	24		$	435

Net book value
At December 31, 2018	$	—	$	220		$	27		$	84	$	13		$	344
At September 30, 2019	$	101	$	166		$	26		$	71	$	4		$	368

ACCOUNTS PAYABLE

	September 30, 2019		December 31, 2018
Trade payables	$	208	$	1,314
Value added taxes payable		24		27
Payroll related liabilities		257		402
	$	489	$	1,743

LEASES

On May 1, 2019, we entered into a lease of approximately three years in respect of office space. Prior to this agreement, our terms were month-to-month, for which we had elected to expense as incurred.

Upon inception of the lease, we recognized a right-of-use asset of $116,000 with an offsetting lease liability of the same amount.

The lease obligation was calculated using a discount rate of 10% based on fixed payments required under the lease. We deducted initial non-refundable payments totaling $10,000 paid at inception. We expense annual operating and tax payments as incurred and include them within office and administration.

We depreciate the right-of-use asset on a straight-line basis over the term of the lease.

Page 14

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

	September 30, 2019		December 31, 2018
Current portion	$	30	$	—
Long term portion		65		—
	$	95	$	—

9.	NEWMONT LOAN

	Mexican pesos (thousands)		Mexican pesos (thousands)			Canadian dollars
	Undiscounted		Discounted			(thousands)
At December 31, 2018		121,865		87,917		$	6,103
Advances received		97,601		97,601			6,742
Advances received in excess of fair value, credited to exploration expense		—		(24,704	)		(1,707	)
Change in value during the period		—		15,502			1,071
Foreign exchange		—		—			(375	)
At September 30, 2019		219,466		176,316		$	11,834

Newmont (previously, Goldcorp) agreed to provide interest-free loans to the Company for all the annual landholding costs on the Camino Rojo project from November 7, 2017 until December 31, 2019. The loans are to be repaid upon declaration of commencement of commercial production of a heap leach operation at the Camino Rojo Project. No further advances in respect of this loan are expected.

Because the loan is non-interest bearing, for accounting purposes at date of each advance, we discount the expected payments using a risk-adjusted discount rate and estimated repayment date. A rate of 14.6% was used for the advance received during the quarter. During the nine months ended September 30, 2019, a weighted average discount rate of 14.9% was used for advances received during that period. Amounts received in excess of fair value on the date of the advances are credited to exploration expense.

10.	SHARE CAPITAL

(a)

Warrants

During the nine months ended September 30, 2019, we announced an Early Warrant Exercise Incentive Program, the purpose of which was to encourage the early exercise of the Company’s warrants which are scheduled to expire on July 8, 2021 (the “July 2021 warrants”). Under the incentive program, holders of such warrants were entitled to receive one full new warrant (the "Incentive Warrant") if they exercised their July 2021 warrants prior to July 12, 2019. Each Incentive Warrant is exercisable into one common share of the Company at a price of $1.65 expiring June 12, 2022.

Page 15

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

We estimated the issuance date fair value of warrants issued at $1,940,000 using the following assumptions:

Strike price – $1.65, Share price on date of issuance – $1.35, Expected volatility – 45%, Expected life – 2.9 years, Canadian dollar risk free interest rate – 1.5%, Dividends – nil

The following summarizes information about warrants outstanding at September 30, 2019:

Expiry date	Exercise price		Outstanding, December 31, 2018		Issued		Exercised			Outstanding, September 30, 2019
February 15, 2021	$	2.35		8,790,600		—		—			8,790,600
July 8, 2021	$	0.62		6,737,500		—		(6,167,500	)		570,000
June 12, 2022	$	1.65		—		5,842,500		—			5,842,500
November 7, 2022	$	1.40		3,000,000		—		—			3,000,000
Total number of warrants				18,528,100		5,842,500		(6,167,500	)		18,203,100
Weighted average exercise price			$	1.57	$	1.65	$	0.62		$	1.91

(b)	Stock options

	2019					2018
Stock options outstanding	Number			Weighted average exercise price		Number			Weighted average exercise price
As at January 1		9,124,005		$	1.23		6,276,748		$	1.13
Granted		2,199,322			1.08		2,841,505			1.25
Exercised		(337,500	)		1.37		(657,000	)		0.21
Expired or cancelled		—			—		(337,248	)		1.77
As at September 30		10,985,827		$	1.19		8,124,005		$	1.23

Vested, September 30		7,964,780		$	1.20		4,774,677		$	1.15

During the nine months ended September 30, 2019, we estimated the grant date fair value of options granted at $1,060,000 using the following weighted average assumptions:

Expected volatility – 49%, Expected life – 5 years, C$ risk free interest rate – 1.5%, Dividends – nil

During the nine months ended September 30, 2018, we estimated the grant date fair value of options granted at $1,606,000 using the following weighted average assumptions:

Expected volatility – 50%, Expected life – 4.8 years, C$ risk free interest rate – 2.0%, Dividends – nil

Page 16

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

The stock options outstanding at September 30, 2019, were as follows:

Expiry date	Exercise price		Remaining life (years)		Number		Number vested
August 22, 2019	$	1.39		—		—		—
October 1, 2019		1.48		0.0		66,500		66,500
December 31, 2019		0.15		0.3		225,000		225,000
December 31, 2019		1.25		0.3		176,991		176,991
December 31, 2019		1.39		0.3		600,000		600,000
November 27, 2020		0.15		1.2		550,000		550,000
December 3, 2020		0.81		1.2		76,000		76,000
June 23, 2022		1.39		2.7		3,465,000		3,465,000
May 31, 2023		1.25		3.7		1,050,000		700,000
June 27, 2023		1.25		3.7		1,427,014		938,848
September 10, 2023		1.25		3.9		150,000		100,000
November 13, 2023		1.30		4.1		1,000,000		333,334
March 29, 2024		1.06		4.5		1,978,660		659,553
May 15, 2024		1.00		4.6		117,450		39,150
August 13, 2024		1.65		4.9		103,212		34,404
Total number of stock options						10,985,827		7,964,780

Subsequent to the reporting period, 19,500 of the October 1, 2019 options were exercised. The remaining 47,500 expired unexercised.

(c)	Restricted Share Units (“RSUs”)

				Number vesting or settling in the year
RSUs outstanding:	Number			2019			2020		2021		2022
Outstanding, January 1, 2019		368,000			202,667			82,667		82,666		—
Settled		(202,667	)		(202,667	)		—		—		—
Awarded		849,639			—			283,214		283,214		283,211
Outstanding, September 30, 2019		1,014,972			—			365,881		365,880		283,211

(d)	Deferred Share Units (“DSUs”)

DSUs outstanding:	Number
Outstanding, January 1, 2019		180,000
Awarded		328,780
Outstanding, September 30, 2019		508,780

Page 17

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(e)	Bonus shares

(i)

Non-executive Chairman bonus shares

We estimated the fair value of the bonus shares ($655,000) based on the market price of the common shares at the date of Board approval. Accordingly, we are recognizing this award date fair value in share-based payments expense on a straight-line basis over the Eligibility Period.

(ii)

Chief Executive Officer bonus shares

On November 13, 2018, the Board of Directors awarded 1,000,000 bonus shares to the incoming Chief Executive Officer of the Company. The bonus shares vest in four tranches of 250,000 bonus shares each, issuable upon the achievement of certain share price thresholds particular to each tranche. We estimated that these market condition tranches would vest in various periods from December 2019 to March 2022. Accordingly, we are recognizing the award date fair value ($537,000) in share payments expense over these periods.

11.	RELATED PARTY TRANSACTIONS

The Company’s related parties include:

Related party		Nature of the relationship

Key management personnel (“KMP”)		Key management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and members of the Board of Directors of the Company.

Quantum Advisory Partners LLP (“Quantum”)		Registered limited liability partnership, of which Paul Robertson, the former Chief Financial Officer of the Company, is an incorporated partner. The Company did not employ Mr. Robertson directly, and he provided services as Chief Financial Officer pursuant to a professional services agreement with Quantum. Besides providing the services of Mr. Robertson, Quantum provided bookkeeping and accounting services to the Company at agreed monthly quantities and rates, with additional charges for excess usage. Pricing is at normal commercial terms, with prices negotiated annually. Quantum ceased to be a related party on April 30, 2018.

Page 18

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(a)	Key Management Personnel

Compensation to key management personnel was as follows:

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
Short term incentive plans
Salaries, management fees, consulting fees	$	412	$	392	$	1,256	$	750
Directors’ fees		59		43		151		128
		471		435		1,407		878
Share based payments		695		959		2,394		2,695
Total	$	1,166	$	1,394	$	3,801	$	3,573

The Company has agreed to making severance payments amounting to approximately $3,300,000 (December 31, 2018 – $3,225,000) to certain officers and management in the event of a change in control. As the likelihood of these events taking place is not determinable, we have not reflected such amounts in these financial statements.

(b)	Transactions

Compensation to key management personnel, above, includes the following:

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
Quantum – management services	$	—	$	—	$	—	$	71

The Company had no other material transactions with related parties other than key management personnel during the three and nine months ended September 30, 2019 and 2018.

(c)	Outstanding balances at the Reporting Date

No related party amounts were receivable or payable at September 30, 2019 (December 31, 2018 – $nil).

Page 19

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

12.	SUPPLEMENTAL CASH FLOW INFORMATION

The non-cash investing and financing activities of the Company include the following:

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
Shares issued for debt settlement	$	—	$	—	$	—	$	207
Exercise of stock options, credited to shared capital with an offset to reserves		434		197		434		197
Exercise of warrants, credited to share capital with an offset to reserves		1,856		—		2,042		18
Issuance of warrants, charged to share capital with an offset to reserves		1,940		—		1,940		—
Issuance of common shares upon maturity of RSUs, credited to share capital with an offset to reserves		7		—		222		—
Initial recognition of right of use asset with an offset to lease liability		—		—		106		—

13.	SEGMENT INFORMATION

(a)	Reportable segments

The operating segments of the Company are based on the reports which the chief operating decision maker (“CODM”) reviews in making strategic resource allocation decisions. These operating segments are the Panamanian projects, the Mexican projects, and the corporate office. The projects are each managed by a dedicated General Manager and management team. Additionally, the corporate office oversees the plans and activities of early stage exploration projects, such as the Monitor Gold project.

None of these segments as yet generate revenue from external customers, and each of the projects are focused on the exploration and evaluation of mineral properties.

Page 20

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(b)	Geographic segments

We conduct our activities in four geographic areas: Mexico, Panama, the United States, and Canada.

	Mexico		Panama		USA		Canada		Total
At September 30, 2019
Restricted cash	$	—	$	596	$	—	$	69	$	665
Property, plant, and equipment		178		55		—		135		368
Exploration and evaluation assets		54,535		109,161		416		—		164,112

At December 31, 2018
Restricted cash	$	—	$	205	$	—	$	—	$	205
Property, plant, and equipment		193		117		—		34		344
Exploration and evaluation assets		56,403		112,450		429		—		169,282

Details of exploration and evaluation expenses by geographic segment are presented in note 5(d) above.

14.	CAPITAL MANAGEMENT

Our objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and evaluation of our mineral properties and to maintain a flexible capital structure. In the management of capital, we include long term loans and share capital.

During the three and nine months ended September 30, 2019, there were no changes to our policy for capital management during the year.

We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the Company’s capital structure, we may issue new shares, acquire or dispose of assets, issue debt, or adjust the amount of cash and short-term investments. In order to maximize ongoing development efforts, we do not currently pay dividends. The Company and its subsidiaries are not subject to any externally imposed capital requirements.

Loan advances from Newmont are typically used within a few weeks of receipt to pay land holding costs pursuant to the agreement governing these advances.

Our ability to carry out our long-range strategic objectives in future years depends on our ability to raise financing from lenders, shareholders and other investors. We continue to regularly review and consider financing alternatives to fund the Company’s ongoing exploration and development activities.

Page 21

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

15.	FINANCIAL INSTRUMENTS

(a)	Fair value hierarchy

To provide an indication of the reliability of the inputs used in determining fair value, we classify our financial instruments into the three levels prescribed by the accounting standards.

Level 1

Level 2

Level 3

At September 30, 2019, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Fair value
Financial assets
Cash	FVTPL	$	5,133	$	5,133	$	—	$	—	$	5,133
Restricted cash	FVTPL		466		466		—		—		466
Accounts receivable	Amortized cost		48		—		48		—		48
Reclamation deposits	Amortized cost		199		—		199		—		199
		$	5,846		5,599	$	247	$	—	$	5,846

Financial liabilities
Trade payables	Amortized cost	$	208	$	—	$	208	$	—	$	208
Lease obligations	Amortized cost		95		—		95		—		95
Newmont loan	Amortized cost		11,834		—		11,834		—		11,834
		$	12,137	$	—	$	12,137	$	—	$	12,137

Page 22

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

At December 31, 2018, the carrying values and fair values of our financial instruments by category were as follows:

				Fair value
	Classification	Carrying value		Quoted prices in active market for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Fair value
Financial assets
Cash	FVTPL	$	16,686	$	16,686	$	—	$	—	$	16,686
Accounts receivable	Amortized cost		385		—		385		—		385
Reclamation deposits	Amortized cost		205		—		205		—		205
		$	17,276		16,686	$	590	$	—	$	17,276

Financial liabilities
Trade payables	Amortized cost	$	1,341	$	—	$	1,341	$	—	$	1,341
Newmont loan	Amortized cost		6,103		—		6,103		—		6,103
		$	7,444	$	—	$	7,444	$	—	$	7,444

Our policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. As at September 30, 2019, we had no financial assets or financial liabilities which we measured at fair value on a non-recurring basis.

(b)	Financial Risk Management

(i)

Credit risk

Our cash is held at large Canadian financial institutions in interest bearing accounts. Our reclamation deposits are held with large banks in the countries where the authorities have required such deposits. We believe that the credit risk related to our cash and reclamation deposits is negligible.

Our accounts receivable primarily consist of advances to employees, vendors and suppliers and may be subject to notable credit and performance risk; however, these balances are not material.

The Company’s maximum exposure to credit risk is the carrying value of cash, accounts receivable, and reclamation deposits.

Page 23

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

(ii)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities.

At September 30, 2019, our financial liabilities had expected maturity dates as follows:

	Fair value		Total contractual cash flows		Less than 3 months		Between 3 months and 1 year		Between 1 year and 3 years		More than 3 years
Trade payables	$	208	$	208	$	208	$	—	$	—	$	—
Lease obligations		95		109		10		31		68		—
Newmont loan		11,834		14,731		—		—		14,731		—
	$	12,137	$	15,048	$	218	$	31	$	14,799	$	—

(iii)

Market risk

(A)

Currency risk

Our financial instruments are held in Canadian dollars (“C$”), US dollars (“US$”), and Mexican pesos (“MXN”). As such, our US- and Mexican-currency accounts and balances are subject to fluctuation against the Canadian dollar. These foreign currency financial instruments were denominated in the following currencies as at September 30, 2019:

Page 24

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

	US dollars (thousands)			Mexican pesos (thousands)
Cash	US$	776		MXN	8,558
Restricted cash		300			—
Accounts receivable		5			612
Reclamation deposits		150			—
Trade payables		(13	)		(852	)
Newmont loan		—			(176,316	)
Total foreign currency	US$	1,218		MXN	(167,998)
Exchange rate		1.3243			0.0671
Equivalent Canadian dollars	C$	1,613		C$	(11,276)

Based on the above net exposures as at September 30, 2019, and assuming all other variables remain constant:

	·	a 10% appreciation of the US dollar against the Canadian dollar would decrease loss by $120,000 and

	·	a 10% appreciation of the Mexican peso against the Canadian dollar would increase loss by $2,563,000.

(B)

Interest rate risk

The Company’s interest rate risk arises principally from the changes in interest rates related to term deposits where our cash and reclamation deposits are held. A one percent change increase in interest rates would result in a decrease of approximately $68,000 in the Company’s loss for the nine months ended September 30, 2019.

Page 25

ORLA MINING LTD.

Notes to the Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

(Canadian dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)

16.	EVENTS AFTER THE REPORTING PERIOD

(a)	Project Finance Facility

Subsequent to the reporting period, on October 21, 2019, we entered into a Commitment Letter with a syndicate of lenders for a secured project finance facility (the “Facility”) of up to US$125 million. In connection with the Commitment Letter, certain members of the syndicate have collectively committed to provide an initial tranche of US$25 million which the Company may draw prior to final syndication, completion of definitive documentation relating to the Facility, and final receipt of required mine permits. This initial advance will allow the Company to order long lead items to maintain an efficient construction schedule.

Key terms of the Facility will include:

Term of 5.0 years;

Up to US$125 million, with an early drawdown option:

	o	US$25 million is committed and, subject to satisfaction of certain conditions precedent, will be available for drawdown prior to Closing at Orla’s option.
	o	Two subsequent tranches of US$50 million each, available for drawdown upon Closing and after satisfaction of conditions precedent, including the receipt of key permits required for the development of Camino Rojo;

Interest rate of 8.8% per annum;

32.5 million common share purchase warrants to be issued to the lenders on Closing, with an exercise price of C$3.00 per warrant, and a 7-year term;

Principal repayment at maturity with no scheduled amortization: Orla can prepay the loan, in full or in part, at any time during the term, without penalty, with cash flow from operations;

No mandatory hedging, production payments, offtake, streams, or royalties required.

Page 26

Exhibit 99.48

Management’s Discussion and Analysis

Three and nine months ended September 30, 2019

Canadian dollars

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

1. Overview

Our corporate strategy is to acquire and develop mineral exploration properties where our expertise can substantially increase shareholder value. We have two material gold projects with near-term production potential based on open pit mining and heap leaching – the Camino Rojo Oxide Gold project in Zacatecas State, Mexico, and the Cerro Quema gold project in Panama.

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company should be read in conjunction with our unaudited consolidated financial statements for the three and nine months ended September 30, 2019 (the “financial statements”), and the audited consolidated financial statements for the year ended December 31, 2018. You can find additional information regarding the Company, including our Annual Information Form, on SEDAR under the Company’s profile at www.sedar.com.

All monetary amounts herein are expressed in Canadian dollars unless otherwise stated.

This MD&A is current as of November 12, 2019.

Hans Smit, P. Geo, our Chief Operating Officer, is the Qualified Person, as the term is defined in National Instrument 43-101 (“NI 43-101”). He has reviewed and approved the technical information disclosed in this MD&A.

2. Highlights

During the three months ended September 30, 2019 and to the date of this MD&A, the Company:

raised $3.6 million through its Early Warrant Exercise Incentive Program,

filed a NI 43-101 Technical Report for the Camino Rojo Oxide Gold project,

submitted applications and associated documentation for permits required to start construction and operation of the Camino Rojo Oxide Gold Project,

awarded the engineering, procurement, and construction management (“EPCM”) contract for the Camino Rojo Oxide Gold Project, and

executed a Commitment Letter for up to US$125 million project facility for the development of the Camino Rojo Oxide Gold Project.

3. Discussion of Operations

A. Camino Rojo, Mexico

Project Description and History

The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S-SE of Newmont Goldcorp Corporation’s (“Newmont”) Peñasquito Mine and consists of eight concessions covering in aggregate approximately 206,000 hectares. In November 2017, we acquired the Camino Rojo Project from Goldcorp Inc. (“Goldcorp”, a predecessor company to Newmont). As currently understood, Camino Rojo is comprised of a near-surface oxide gold and silver deposit, a deeper sulphide zone containing gold, silver, zinc and lead mineralization, and a large area with exploration potential.

Page 2

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Canplats Resources Corporation (“Canplats”) initially discovered gold-silver mineralization at Camino Rojo in 2007, and they subsequently completed 39,725 metres of drilling, largely delineating the shallow oxide mineralization. Canplats also carried out metallurgical studies prior to being acquired by Goldcorp in 2010. Goldcorp then completed more than 250,000 metres of drilling, conducted airborne and ground geophysical surveys, did extensive geological and mineralogical investigations, and conducted numerous metallurgical studies, which included detailed mineralogical studies, column leach tests on oxide material, size fraction analysis, variability test work and sulphide flotation studies.

The Ejido San Tiburcio holds the surface rights over the main area of known mineralization. Exploration has been carried out under the authority of agreements between the project operators and the Ejido San Tiburcio. There is a temporary occupation agreement in place with the Ejido San Tiburcio, with the right to expropriate, covering all the area of the mineral resource and area of potential development described in the Camino Rojo Report. Other temporary occupation agreements allow surface access for exploration activities in various other parts of the large property. The Company has water rights in the area of the proposed development.

The Company has full rights to explore, evaluate, and exploit the property. However, if sulphide projects are defined through one or more positive pre-feasibility studies with certain development scenarios meeting certain criteria, Newmont has an option to enter into a joint venture with Orla for the purpose of future exploration, advancement, construction, and exploitation of such a sulphide project. If Newmont exercises its option, Orla’s share of the costs to develop the project can be, at Orla’s option, carried to production by Newmont. Orla has a right of first refusal on a sale if Newmont elects to sell its portion of the sulphide project, in whole or in part. The Camino Rojo Asset Purchase Agreement was filed on SEDAR on June 28, 2017. Details of the joint venture are available in our news release dated November 7, 2017, which is available here.

On June 24, 2019, we issued the results of a positive Feasibility Study along with a Mineral Reserve estimate on the Camino Rojo Oxide Gold Project. The Feasibility Study supports a technically simple open-pit mine and heap-leach operation with low capital and operating costs providing rapid payback and a strong financial return. An independent technical report prepared in accordance with the requirements of NI 43-101 is available at www.sedar.com under Orla's profile. The new mineral reserve estimate at Camino Rojo includes proven and probable mineral reserves of 44.0 million tonnes at a gold grade of 0.73 grams per tonne ("g/t") and a silver grade of 14.2 g/t, for total mineral reserves of 1.03 million ounces of gold and 20.1 million ounces of silver. All mineral reserves are contained and accessible from within Orla's mineral concessions.

Camino Rojo Feasibility Study

Page 3

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

The following tables presents the key assumptions and detailed results of the Feasibility Study:

Table 1: Summary of Key Assumptions and Economics of the Camino Rojo Feasibility Study

Production Data	Values		Units
Life of Mine		6.8		years
Mine Throughput		18,000		tonnes/day
Mine Throughput		6,570,000		tonnes/year
Total Tonnes to Crusher		44,020,000		tonnes
Grade Au (Average)		0.73		g/t
Grade Ag (Average)		14.2		g/t
Contained Gold oz		1,031,000		ounces
Contained Silver oz		20,093,000		ounces
Metallurgical Recovery Gold (Overall)		64		%
Metallurgical Recovery Silver (Overall)		17		%
Average Annual Gold Production		97,000		ounces
Average Annual Silver Production		511,000		ounces
Total Gold Produced		662,000		ounces
Total Silver Produced		3,479,000		ounces
LOM Strip Ratio		0.54		waste:ore

Operating Costs (Average LOM)
Mining (mined)	US$	2.14	/tonne mined
Mining (processed)	US$	3.30	/tonne processed
Processing & Support	US$	3.38	/tonne processed
G&A	US$	1.75	/tonne processed
Total Operating Cost	US$	8.43	/tonne processed
By-Product Cash Cost	US$	515	/ounce Au
All-in Sustaining Cost	US$	576	/ounce Au

Page 4

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Capital Costs (excluding value added tax)
Initial Capital	US$	123	million
LOM Sustaining Capital	US$	20	million
LOM Capital	US$	144	million
Working Capital and Initial Fills	US$	10	million
Closure Costs	US$	20	million

Financial Analysis
Gold Price Assumption	US$	1,250		/ounce
Silver Price Assumption	US$	17		/ounce
Average Annual Cashflow (Pre-Tax)	US$	72		million
Average Annual Cashflow (After-Tax)	US$	56		million
Internal Rate of Return (IRR), Pre-Tax		38.6	%		%
Internal Rate of Return (IRR), After-Tax		28.7	%		%
NPV @ 5% (Pre-Tax)	US$	227			million
NPV @ 5% (After-Tax)	US$	142			million
Pay-Back Period (After-Tax)		3.0			years

Note: See reference below regarding non-GAAP metrics. Feasibility Study economics include a 2% royalty and use a USD:MXN exchange rate of 19.3

The proposed mine is located 3 kilometres from a paved 4-lane highway and approximately 190 kilometres from the city of Zacatecas. The area is flat and there are no known social or environmental impediments to mining. Orla has all surface, mineral and water rights to develop the project as presented in the Feasibility Study and existing wells produce in excess of the average 24 litres per second of water required for the project.

There are no residents within the area of proposed development. The town of San Tiburcio is located 4 kilometres to the east of the proposed development. Orla has a Collaboration and Social Responsibility Agreement with the Ejido San Tiburcio and a 30-year temporary occupation right with an expropriation right over the 2,497 hectares covering the proposed pit and infrastructure area. Orla has an active community and social program in San Tiburcio and other nearby communities of El Berrendo and San Francisco.

We expect to commence construction of the Camino Rojo Oxide Project in the first half of 2020 upon receipt of all required permits and project financing. First gold production is planned for mid-2021.

Page 5

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Sensitivity to Gold Price

Table 2: Project Economics Sensitivities to Gold Price

Gold Price (US$/oz)	US$ 1,150	US$ 1,200	US$ 1,250	US$ 1,300	US$ 1,350	US$ 1,400
After-tax NPV 5% (US$ millions)	US$ 109	US$ 125	US$ 142	US$ 158	US$ 174	US$ 190
After-tax IRR (%)	24.0%	26.4%	28.7%	31.0%	33.2%	35.4%
Payback (years)	3.2	3.1	3.0	2.8	2.7	2.6

Opportunities

The mine plan in the Feasibility Study was developed entirely on Orla's mineral concessions and constrained by the property boundary with no impact to land outside Orla’s mineral concessions. An agreement with the owner of the concession bordering Orla's to the north would allow for the open pit to extend onto the adjacent concession. Such agreement would result in an expanded pit with access to additional oxide and transitional material below the feasibility study pit, which would add to the mine life and/or annual throughput with only modest equipment and infrastructure additions. Orla remains optimistic that an agreement can be reached with the owner of the adjacent concession.

Orla has title to mineral concessions covering a very large area around the Camino Rojo deposit. Overburden makes exploration challenging, but the discovery in 2007 of mineralization that is incorporated into this Feasibility Study and mineral resource estimate shows that shallow cover can hide very large near-surface deposits. Orla has been trying various exploration techniques and Induced Polarization ("IP") geophysics appears to be the most useful tool. A large area southeast of the current mineral resource has recently been surveyed and drilling on the anomalies identified is expected to start within the next two months. Additional oxide material in the vicinity of the planned development would leverage the infrastructure being proposed in the Feasibility Study. Any additional sulphide material could add to the long-term potential of the property.

Permitting

Exploration and mining activities in Mexico are subject to control by the federal government department known as SEMARNAT, which has authority over the two principal permits: (1) the Environmental Impact Statement (Manifesto de Impacto Ambiental or MIA, accompanied by a Risk Study), and (2) a Change of Land Use permit accompanied by a Technical Justification Study or ETJ.

In early 2018, Orla resumed environmental assessment activities on the project and surrounding area under the guidance of independent environmental permitting consultant Patricia Aguayo. Data from this work has been used in conjunction with information collected by previous operators and project information from Orla's consulting engineers to prepare the documents needed to apply for the MIA and Change of Land Use permits. Permitting documents were submitted to SEMARNAT during the third quarter of 2019.

The project is not located in an area with any special federal environmental protection designation and no factors have been identified that would be expected to hinder authorization of required environmental permits. The legislated timelines for the review of properly prepared MIA and Change of Land Use applications and mine operating permits for a project that does not affect federally protected biospheres or ecological reserves are 120 working days and 105 working days, respectively, which can be completed concurrently.

Page 6

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Next Steps

Now that permit applications have been submitted, we are focused on the detailed engineering and planning required to start construction in 2020. In September 2019, we awarded the engineering, procurement, and construction management (“EPCM”) contract for the Camino Rojo Oxide Gold Project to M3 Engineering & Technology Corporation (“M3”), a full service EPCM firm headquartered in Tucson, Arizona.

Project Finance Facility

On October 21, 2019, we announced the execution of a Commitment Letter with Trinity Capital Partners Corporation (“Trinity Capital”) for a project debt facility of up to US$125 million for the development of the Camino Rojo Oxide Gold Project (the “Project Finance Facility”). The Project Finance Facility is being arranged by Trinity Capital and will include a syndicate of lenders led by Pierre Lassonde, Agnico Eagle Mines Limited (“Agnico Eagle”) and Trinity Capital, creating key alignment between debt and equity holders that will support the Company’s development going forward. In connection with the Commitment Letter, Mr. Lassonde, Agnico Eagle and Trinity Capital have collectively committed to provide an initial tranche of an aggregate of US$25 million, which Orla may draw, at its option, prior to final syndication and completion of definitive documentation relating to the Project Finance Facility and prior to final receipt of required mine permits. This initial advance will provide Orla with the flexibility to order long lead items and maintain an efficient construction schedule. The balance of the Project Finance Facility will be available subject to the completion of definitive documentation, the satisfaction of certain conditions precedent and syndication (“Closing”), which is being arranged by Trinity Capital.

Key terms of the Project Finance Facility will include:

Term of 5.0 years.

Up to US$125 million, with an early drawdown option:

US$25 million is committed and, subject to satisfaction of certain conditions precedent, will be available for drawdown prior to Closing at Orla’s option.

Two subsequent tranches of US$50 million each, available for drawdown upon Closing and after satisfaction of conditions precedent, including the receipt of key permits required for the development of Camino Rojo.

Interest rate of 8.8% per annum.

32.5 million common share purchase warrants to be issued to the lenders on Closing, with an exercise price of C$3.00 per warrant, representing a 97% premium to the closing price of Orla on October 18, 2019, and a 7-year term.

Principal repayment at maturity with no scheduled amortization: Orla can prepay the loan, in full or in part, at any time during the term, without penalty, with cash flow from operations.

No mandatory hedging, production payments, offtake, streams, or royalties are required.

The Project Finance Facility will include standard and customary project finance terms and conditions with respect to fees and conditions precedent to Closing (including satisfaction of remaining customary due diligence and other approvals) and remains subject to the completion and execution of definitive loan documentation. The issuance of securities under the terms of the Project Finance Facility is subject to regulatory approvals. Closing of the transaction is expected during the fourth quarter of 2019.

Page 7

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Mineral Reserves

The following table presents the initial mineral reserve estimation for the Camino Rojo Oxide Project. Proven and probable mineral reserves amount to 44.0 million tonnes at 0.73 g/t gold and 14.2 g/t silver for 1.03 million contained gold ounces and 20.1 million contained silver ounces. The mineral reserve was estimated based on a gold price of US$1,250 per ounce and a silver price of US$17.00 per ounce. Measured mineral resource in the mine production schedule was converted to proven mineral reserve and indicated mineral resource in the schedule was converted to probable mineral reserve.

Table 3: Camino Rojo Mineral Reserves

Reserve Class	000's tonnes		Gold (g/t)		Silver (g/t)		Gold (koz)		Silver (koz)
Proven Mineral Reserve		14,595		0.79		15.1		369.7		7,104
Probable Mineral Reserve		29,424		0.70		13.7		661.1		12,991
Total Proven & Probable Reserve		44,019		0.73		14.2		1,031.0		20,095


	Notes:

Columns may not sum exactly due to rounding

Mineral reserves are based on prices of US$1,250/oz gold, US$17/oz silver, USD/MXN exchange rate of 19.3

Mineral reserves are based on net smelter return cut-off that vary by time period to balance mine and plant production capacities. They range from a low of US$4.73/t to a high of US$9.00/t

Operating costs — mining US$1.94/t mined; process US$3.41/t processed; G&A US$1.32/t processed, includes a 2% royalty

Recoveries for gold — Kp 70%, Ki 56%, Transition Hi 60%; Transition Lo 40%; Recoveries for silver — Kp 11%, Ki 15%, TrHi 27%, TrLo 34%7.

Gold and silver 100% payable; Refining cost per ounce — Au US$5.00; Ag US$0.50/oz

Page 8

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Mineral Resources

As part of the Feasibility Study efforts, IMC updated the mineral resource estimate from the previous estimate prepared as of April 27, 2018 and previously reported in Orla's May 29, 2018 news release. Mineral resources were divided between oxide and transitional material that could possibly be extracted by open pit mine and processed in a heap leach operation ("Leach Resource") and sulphide material that could possibly be extracted by open pit and processed in a mill ("Mill Resource"). For the Mill Resource, estimates were made for contained gold, silver, lead and zinc. As lead and zinc would not be recovered in a heap leach operation, only gold and silver were estimated for the Leach Resource.

Table 4: Mineral Resource Estimate — Gold & Silver

Resource Type		000's tonnes		Gold (g/t)		Silver (g/t)		Gold (koz)		Silver (koz)
Leach Resource	Measured Mineral Resource		19,391		0.77		14.9		482.3		9,305
	Indicated Mineral Resource		75,249		0.70		12.2		1,680.7		29,471
	Meas./Ind. Mineral Resource		94,640		0.71		12.7		2,163.0		38,776
	Inferred Mineral Resource		4,355		0.86		5.6		119.8		805

Mill Resource	Measured Mineral Resource		3,358		0.69		9.2		74.2		997
	Indicated Mineral Resource		255,445		0.88		7.4		7,221.4		60,606
	Meas./Ind. Mineral Resource		258,803		0.88		7.4		7,295.6		61,603
	Inferred Mineral Resource		56,564		0.87		7.5		1,576.9		13,713

Total Mineral Resource	Measured Mineral Resource		22,749		0.76		14.1		556.5		10,302
	Indicated Mineral Resource		330,694		0.84		8.5		8,902.1		90,078
	Meas./Ind. Mineral Resource		353,443		0.83		8.8		9,458.6		100,379
	Inferred Mineral Resource		60,919		0.87		7.4		1,696.7		14,518

Table 5: Mineral Resource Estimate — Zinc & Lead

Resource Type		000's tonnes		Lead (%)		Zinc (%)		Lead (M lbs)		Zinc (M lbs)
Mill	Measured Mineral Resource		3,358		0.13		0.38		9.3		28.2
Resource	Indicated Mineral Resource		255,445		0.07		0.26		404.3		1,468.7
	Meas./Ind. Mineral Resource		258,803		0.07		0.26		413.6		1,496.8
	Inferred Mineral Resource		56,564		0.05		0.23		63.1		290.4


	Notes:

Columns may not sum exactly due to rounding

Mineral resources that are not mineral reserves do not have demonstrated economic viability

Mineral resources for leach material are based on prices of US$1,400/oz gold and US$20/oz silver

Mineral resources for mill material are based on prices of US$1,400/oz gold, US$20/oz silver, US$1.05/lb lead, and US$1.20/lb zinc

Mineral resources are based on net smelter return cut-off of US$4.73/t for leach material and US$13.71/t for mill material

Includes 2% royalty and an USD:MXN exchange rate of 19.3

Operating costs for Leach resource — mining US$1.65/t mined; process US$3.41/t processed; G&A US$1.32/t processed; Operating costs for Mill resource — mining US$1.65/t mined; process US$12.50/t processed; G&A US$1.20/t processed

Leach resource payable — Au 100%; Ag 100%;
Mill resource payable — Au 95%, Ag 95%, Pb 95%, Zn 85%

10.

Leach resource refining costs — Au US$5.00/oz; Ag US$0.50/oz; Mill resource refining costs — Au US$1.00/oz; Ag US$1.50/oz; Pb US$0.194/lb; Zn US$0.219/lb

11.

The mineral resource estimate assumes that the floating pit cone used to demonstrate reasonable prospects for eventual economic extraction extends onto land held by the adjacent owner. Any potential development of the Camino Rojo Project that includes an open pit encompassing the entire mineral resource estimate would be dependent on obtaining an agreement with the adjacent owner

12.

Mineral resources are inclusive of mineral reserves

13.

An Inferred Mineral Resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve.

It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

All the mineralization comprised in the mineral resource estimate with respect to the Camino Rojo project is contained on mineral titles controlled by Orla. However, the mineral resource estimate assumes that the north wall of the conceptual floating pit cone used to demonstrate "reasonable prospects for eventual economic extraction" extends onto lands where mineral title is held by an adjacent owner and that waste would be mined on the adjacent owner's mineral titles. Any potential development of the Camino Rojo Project that would include an open pit encompassing the entire mineral resource estimate (oxide and sulphide material) would be dependent on obtaining an agreement with that property owner. It is estimated that approximately two-thirds of the mineral resource estimate is dependent on an agreement being obtained with the adjacent property owner. Delays in, or failure to obtain, such agreement to conduct mining operations on its mineral titles would affect the development of a significant portion of the mineral resources that are not included in the Feasibility Study, in particular by limiting access to significant mineralized material at depth. Orla intends to seek an agreement with the adjacent owner, to maximize the potential to develop a mine that exploits the full mineral resource. We cannot give any assurance that we will be able to negotiate such agreement on terms that are satisfactory to the Company or that there will not be delays in obtaining the necessary agreement. The development scenario presented in the Feasibility Study, including the mineral reserve estimate, does not require a layback agreement with the adjacent owner.

Page 9

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Qualified Persons

Non-GAAP Measures

The Company has included certain non-GAAP performance measures as detailed below. In the gold mining industry, these are common performance measures but may not be comparable to similar measures presented by other issuers and the non-GAAP measures do not have any standardized meaning. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles applicable to the Company.

Cash Costs per Ounce — we calculated cash costs per ounce by dividing the sum of operating costs, royalty costs, production taxes, refining and shipping costs, net of by-product silver credits, by payable gold ounces. While there is no standardized meaning of the measure across the industry, we believe that this measure is useful to external users in assessing operating performance.

All-In Sustaining Costs ("AISC") — we have provided an AISC performance measure that reflects all the expenditures that are required to produce an ounce of gold from operations. While there is no standardized meaning of the measure across the industry, our definition conforms to the all-in sustaining cost definition as set out by the World Gold Council in its guidance dated June 27, 2013. We believe that this measure is useful to external users in assessing operating performance and the Company’s ability to generate free cash flow from current operations.

Page 10

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019	Canadian dollars unless otherwise stated

June 27, 2013. We believe that this measure is useful to external users in assessing operating performance and the Company’s ability to generate free cash flow from current operations.

Other activities during the three months ended September 30, 2019, and future plans

Work related to completion of the feasibility study and permitting documents was the primary focus for the Camino Rojo project in the first two months of Q3 of 2019. In September, detailed engineering commenced.

During the quarter ended September 30, 2019, for the Camino Rojo project, we

completed and filed a NI 43-101 technical report in support of the feasibility study;

selected an EPCM contractor;

completed environmental permit documents and submitted applications to the environmental authorities;

commenced hiring key senior managers at site;

started detailed engineering;

drilled 6 wells to monitor water depth and quality for a total of 510 metres of drilling.

As well as development related activities, we continue to conduct a limited regional exploration program. In Q3 of 2019, 6 reverse circulation (“RC”) holes totaling 1,772 metres were drilled on a low amplitude chargeability anomaly southeast of the resource area outlined in an induced polarization (“IP”) survey completed earlier in the year. No significant alteration was encountered. The anomaly is assumed to be related to abundant groundwater encountered in the holes.

In Q3, we conducted a total of 97 line-km of IP in the southwest part of the property in a number of small grids centered on overburden covered areas with potential structural intercepts and indications of alteration in the general vicinity. A further 16 line-km were completed in October for a total of 113 line-km. One of the grids showed a well-defined chargeability anomaly that is roughly 1,000 by 400 metres in size. It is in an area with large structures and rock outcrops to the southeast have zones with strong silicification and weakly anomalous trace-element geochemistry. The area of the anomaly is covered by overburden. Drilling to test this anomaly is planned and permitting has been initiated to allow the work.

We continued our CSR activities, and during the quarter, we:

completed construction of a preschool in El Berrendo;

continued to support Adult Education programs;

Held the 4th Introduction to Mining Course for local residents;

supported a number of community events;

held a cervical cancer detection clinic in coordination with the Zacatecas health authorities;

supported the community to reactivate the construction of a local health center and in efforts to have a doctor assigned to the community.

Page 11

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019	Canadian dollars unless otherwise stated

Cerro Quema Project, Panama

Project Description and History

Mineral concessions are comprised of three contracts between the Republic of Panama and Minera Cerro Quema S.A., a wholly owned subsidiary of Orla. The original 20-year term for these concessions expired on February 26, 2017 (Contracts 19 and 20) and March 3, 2017 (Contract 21). The Company has applied for the prescribed 10-year extension to these contracts as it is entitled to under Panamanian mineral law. On March 6, 2017, the Ministry of Commerce and Industry provided written confirmation to the Company that the extension applications were received, and that exploration work could continue while the Company waits for the renewal. We have received verbal assurances from government officials that the renewal applications are complete with no outstanding legal issues. On April 26, 2017, the Company received authorization from the Ministry of Environment to drill in two areas outside of the existing permitted drill area. On June 28, 2017, the Company received a permit to use water for drilling. A permit was received on May 8, 2018 to drill in the Sombrero zone and on May 11, 2018, we received two permits to use water for drilling. An existing permit that allows drilling in the areas of the current mineral resources was extended for two years in May 2018. In October 2018, the government accepted our 2018 concession tax payments, and in February 2019, we paid the 2019 concession tax payments. A new drilling permit for the Pelona area in the eastern part of the concessions was received on February 11, 2019. All drill permits are currently active. General elections were held in Panama in May 2019, which resulted in a change in federal government effective July 1, 2019.

The Company owns the surface rights for land required to mine the Cerro Quema mineral reserves and to construct and operate a heap leach facility, and part of the land required for proposed upgrades to the project access road.

The Cerro Quema Report envisions a standard open pit mine with two pits, one at La Pava and one at Quemita, coupled with a 10,000 tonne per day heap leach facility to extract the gold. With an average head grade of 0.77 g/t Au and a crush size of 80% passing minus 50 mm, an average gold recovery of 86% was estimated. This would result in 418,000 ounces of gold production over a 5.3-year mine life.

Page 12

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019	Canadian dollars unless otherwise stated

Table 6: Cerro Quema Mineral Reserves

Zone	Category	Cut-Off (Au g/t)		Tonnes (millions)		Au (g/t)		Au (koz)
	Proven		0.21		6.82		0.80		176
La Pava	Probable		0.21		7.40		0.67		159
	Sub-Total		0.21		14.22		0.73		335
	Proven		0.21		–		–		–
Quema	Probable		0.21		5.49		0.86		153
	Sub-Total		0.21		5.49		0.86		153
	Proven		0.21		6.82		0.80		176
Total	Probable		0.21		12.89		0.75		312
	Total		0.21		19.71		0.77		488

Notes:

(1)

Numbers may not add due to rounding.

(2)

A cut-off grade of 0.21 g/t of gold is used for reporting mineral reserves.

(3)

Mineral reserves are estimated at a gold price of US$1,300 per ounce.

(4)

Effective as of June 30, 2014.

(5)

Activities during the three months ended September 30, 2019

We have an active community relations program which includes providing hot lunches to 5 to 15-year-old children studying in the 12 schools located within a 15 kilometre radius of the Project. We also provide support for various local amateur sports teams, a youth orchestra, local fairs, and cultural events.

There have been no exploration activities at Cerro Quema to date in 2019 as the Company has focused its efforts at the Camino Rojo Project.

Future Plans

Company activities will continue to focus on Camino Rojo for the rest of 2019. In 2020, we plan to update the Cerro Quema Pre-Feasibility Study (“PFS”) on the oxide heap leach gold project initially completed in 2014. This will include updated mineral reserve and mineral resource estimates. In addition to the work on oxide mineralization, we will continue to advance exploration of the Caballito copper-gold sulphide discovery. This style of mineralization, identified in 2018, presents potential value to the project in addition to the current heap-leach oxide gold project. In addition to the 1.2 km long trend north of Caballito through to Quemita, the Pelona area in the eastern part of the project provides extensive target areas for additional Caballito-style mineralization.

Page 13

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019	Canadian dollars unless otherwise stated

Monitor Gold Project, Nevada

Option Agreements

The Monitor Gold Project is a grassroots project in an area where work by past operators showed extensive areas with samples anomalous in gold and other metals associated with alteration, including silicification, within carbonate rocks. Stratigraphic assemblages known to host mineral deposits elsewhere in Nevada are found in the area and there are a number of major structures which could provide conduits for mineralizing fluids. We conducted no significant work on the Monitor Gold Project in the quarter ended September 30, 2019.

Summary of Quarterly Results

The figures in the following table are based on the financial statements prepared in accordance with IFRS. The figures have been restated because of a change in accounting policy (see note 3 of the audited financial statements for the year ended December 31, 2018) and are expressed in thousands of Canadian dollars.

	2019-Q3			2019-Q2			2019-Q1			2018-Q4			2018-Q3			2018-Q2			2018-Q1			2017-Q4
Exploration expense	$	4,784		$	3,515		$	7,503		$	6,066		$	7,056		$	4,438		$	5,273		$	3,156
General and administrative		127			162			217			183			144			126			108			88
Professional fees		223			148			125			176			79			202			136			46
Regulatory and transfer agent		39			46			41			205			19			14			40			1
Salaries and wages		556			564			550			836			422			230			234			813
Depreciation		34			23			39			40			40			37			36			3
Share based payments		758			907			1,253			1,065			601			1,523			796			812
Interest income		(21	)		(30	)		(62	)		(105	)		(134	)		(117	)		(86	)		(35	)
Interest expense		2			1			—			—			—			—			—			—
Foreign exchange		(1	)		11			13			(133	)		10			(146	)		(6	)		(258	)
Changes in value of Newmont loan		638			76			357			187			153			100			65			8
Impairment of investment		—			—			—			—			—			—			—			27
Impairment mineral properties		—			—			—			—			—			—			—			261
Tax expense		—			—			4			—			—			—			—			—
Net loss	$	7,139		$	5,423		$	10,040		$	8,520		$	8,390		$	6,407		$	6,596		$	4,922
Loss per share (basic and diluted)	$	0.04		$	0.03		$	0.06		$	0.05		$	0.05		$	0.04		$	0.04		$	0.03

Prior to 2018, our exploration activity almost entirely focused on Cerro Quema, as we did not acquire the Camino Rojo project until the end of 2017. In 2018, we conducted work on both Cerro Quema and Camino Rojo. To date in 2019, we continued work on, completed, and publicly filed the feasibility study for Camino Rojo. Quarterly variations are due to seasonality and timing of mining concession fees, drilling activities and awaiting results from previous quarters’ exploration activities.

Administrative costs have trended with the level of activity of the Company. Professional fees have trended with (a) the general activity level of the Company, and (b) major regulatory events such as financings and public listings. The increase in regulatory fees in 2018-Q4 is due to a one-time initial listing fee as the Company started trading on the TSX Exchange.

The increase in salaries and wages in 2017-Q4 was related to an accrual of short-term incentive (bonus) payments, as was the increase in 2018-Q3. In 2018-Q4, we accrued for payments related to the departure of the former CEO. Salaries have generally increased in 2019 as we have increased our team in preparation for the construction phase at Camino Rojo.

Page 14

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019	Canadian dollars unless otherwise stated

Share based payments expense is generally related to the number of stock options and RSUs outstanding vesting during the quarter. The grants occurred during 2017-Q2, 2018-Q2, and 2019-Q1; consequently, those quarters tend to be greater than others as some of the vesting occurs on the date of the grant. The increase in share-based payments in 2018-Q4 was related to options and bonus shares granted to the incoming CEO.

Interest income is directly related to cash on hand and prevailing interest rates. From 2018-Q1, we started receiving loan advances from Goldcorp.

Foreign exchange gains and losses vary based on fluctuation of the Canadian dollar versus US dollar and Mexican peso amounts on hand. We tend to hold most of our funds in Canadian dollars until needed.

Third Quarter of 2019

The following table is based on financial statements prepared in accordance with IFRS. Figures are expressed in thousands of Canadian dollars.

Comparison to the previous quarter

	2019-Q3			2019-Q2			Difference			Discussion
Exploration expense	$	4,784		$	3,515		$	1,269		During Q3-2019, we incurred approximately $1.8 million in semi-annual water use and concession fees payments which are due in Q1 and Q3 each year. Excluding those payments, exploration expenses decreased as the Camino Rojo feasibility study had been substantially completed during Q2-2019.
General and administrative		127			162			(35	)
Professional fees		223			148			75		Increased legal and advisory work related to the Project Finance Facility.
Regulatory and transfer agent		39			46			(7	)
Salaries and wages		556			564			(8	)
Depreciation		34			23			11
Share based payments		758			907			(149	)	Higher stock option expense in Q2, partly offset by DSU grant to new director in Q3.
Interest income		(21	)		(30	)		9
Interest expense		2			1			1
Foreign exchange		(1	)		11			(12	)
Changes in value of Newmont loan		638			76			562		Due to time value accretion
Loss for the quarter	$	7,139		$	5,423		$	1,716

Page 15

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019	Canadian dollars unless otherwise stated

Comparison to the same quarter last year

	2019-Q3			2018-Q3			Difference			Discussion
Exploration expense	$	4,784		$	7,042		$	(2,258	)	Planned decrease in activities at Cerro Quema in 2019. Decreased spending at Camino Rojo in Q3-2019 compared to same quarter last year as a result of having substantially completed the feasibility study during Q2-2019.
Office and administrative		127			144			(17	)
Professional fees		223			79			144		Increased legal and advisory work related to the Project Finance Facility.
Regulatory and transfer agent		39			19			20
Salaries and wages		556			422			134		Increased staffing as we prepare for construction activities.
Depreciation		34			34			—
Share based payments		758			601			157		DSUs granted to new director in Q3-2019.
Interest income		(21	)		(134	)		113		Lower cash balances on hand.
Interest expense		2			—			2
Foreign exchange		(1	)		10			(11	)
Change in value of Newmont loan		638			153			485		Larger loan balance, closer to maturity
Loss for the quarter		7,139		$	8,370		$	(1,231	)

Liquidity and Capital Resources

The Company had working capital of approximately $3.3 million as at September 30, 2019, compared with $13.6 million at December 31, 2018.

During Q2 and Q3 of 2019, the early warrant exercise program, as well as other warrant and option exercises, provided $4.0 million in cash.

On October 21, 2019, we announced the signing of a commitment letter for a US$125 million Project Finance Facility, of which US$25 million is available for drawdown by the Company prior to Closing. Refer to “Project Finance Facility” on page 7 above.

Page 16

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019	Canadian dollars unless otherwise stated

The Company had no material commitments for capital expenditures as of September 30, 2019 nor as of the date of this MD&A.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements requiring disclosure under this section.

Related Party Transactions

This information is provided in note 11 of the accompanying quarterly financial statements.

Critical accounting estimates

We review estimates and their underlying assumptions on an ongoing basis. Revisions to estimates are recognized prospectively.

Functional currency

The functional currency for the parent entity and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency involves judgements to identify the primary economic environment. We reconsider the functional currency of each entity if there is a change in the underlying transactions, events and conditions which we used to determine the primary economic environment of that entity.

Business combinations

Page 17

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019	Canadian dollars unless otherwise stated

Exploration and evaluation expenditures

Title to mineral properties

Assessment of impairment indicators

Share based payments

We issue, grant or award different types of share based payments. These include warrants, options, restricted share units, deferred share units, and bonus shares.

Site closure provisions

10.

Financial Instruments

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and the manner in which we manage these risks varies based upon our assessment of these risks and available alternatives for mitigation. We do not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support our operations.

Page 18

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

11.

Outstanding Share Data

As of the date of this MD&A, the Company had the following equity securities outstanding:

186,100,177 common shares

18,203,100 warrants

10,919,327 stock options

1,500,000 bonus shares

1,014,972 restricted share units

508,780 deferred share units

You can find further details about these potentially issuable securities in the notes to the accompanying financial statements, and in the audited financial statements for the year ended December 31, 2018.

Page 19

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

12.

Risks and Uncertainties

Permits and Licenses

The timing of our ability to construct a mine at Camino Rojo is subject to, and may be affected by, timely review and approval by the Mexican environmental and permitting authorities.

Foreign Country and Political Risk

We do not carry political risk insurance.

Dependence on Exploration-Stage Properties

Estimates of Mineral Resources & Mineral Reserves and Production Risks

The mineral resource and mineral reserve estimates included in this MD&A are estimates based on a number of assumptions, including those stated herein, and any adverse change to those assumptions could require the Company to lower its mineral resource estimate. Until a deposit is actually mined and processed, the quantity and grades of mineral resources must be considered as estimates only. Valid estimates made at a given time may significantly change when new information becomes available. In addition, the quantity and/or economic viability of mineral resources may vary depending on, among other things, metal prices, grades, production costs, stripping ratios, recovery rates, permit regulations and other legal requirements, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in the quantity of mineral resources, grade or stripping ratio may affect the economic viability of the Company’s properties. No assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified mineral resource will ever qualify as a commercially mineable (or viable) deposit that can be legally and economically exploited. There can also be no assurance that any discoveries of new mineral reserves will be made. Any material reductions in estimates of mineral resources could have a material adverse effect on the Company’s results of operations and financial condition.

Page 20

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

The Camino Rojo Project mineral resource estimate assumes that the Company can access mineral titles and lands that are not controlled by the Company

Mineral resource estimations for the Camino Rojo Project are only estimates and rely on certain assumptions

In particular, the estimation of mineral resources for the Camino Rojo Project has assumed that there is a reasonable prospect for reaching an agreement with the Adjacent Owner. While the Company believes that the mineral resource estimates for the Camino Rojo Project are well established and reflect best estimates, by their nature resource estimates are imprecise and depend on inferences that may ultimately prove to be inaccurate, including the assumption that an agreement with the Adjacent Owner will be reached.

Although all mineralization included in the Company’s mineral resource estimate for the Camino Rojo Project are located on mineral concessions controlled by the Company, failure to reach an agreement with the Adjacent Owner would result in a significant reduction of the mineral resource estimate by limiting access to significant mineralized material at depth. Any material changes in mineral resource estimates may have a material adverse effect on the Company.

Mining Industry

Page 21

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration and development of ore, including unusual and unexpected geology formations, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to life or property, environmental damage and possible legal liability. The Company’s mineral exploration activities are directed towards the search, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company as described herein will result in discoveries of commercial quantities of ore. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which with greater financial resources, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts.

Government Regulation

Title Matters

Land Title

Page 22

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Environmental Risks and Hazards

All phases of the Company’s mineral exploration operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulations, laws and permits, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties. The Company may become liable for such environmental hazards caused by previous owners and operators of the properties even where it has attempted to contractually limit its liability.

Commodity Prices

Uninsured Risks

Compliance with Anti-Corruption Laws

Orla is subject to various anti-corruption laws and regulations including, but not limited to, the Corruption of Foreign Public Officials Act (1999). In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. The Company’s primary operations are located in Panama, a country which is perceived as having fairly high levels of corruption. Orla cannot predict the nature, scope or effect of future anti- corruption regulatory requirements to which the Company’s operations might be subject or the manner in which existing laws might be administered or interpreted.

Conflicts of Interest

Page 23

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

13.

Forward Looking Statements

This MD&A contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements regarding (i) planned exploration and development programs and expenditures; (ii) the estimation of mineral resources and mineral reserves; (iii) expectations on the potential extension of the expired mineral concessions with respect to the Cerro Quema project; (iv) proposed exploration plans and expected results of exploration from each of the Cerro Quema project and the Camino Rojo project; (v) the potential for the discovery of additional mineral resources; (vi) Orla’s ability to obtain required mine licences, mine permits, required agreements with third parties and regulatory approvals, including but not limited to, the receipt of the Environmental & Social Impact Assessment (“ESIA”) permit related to the Cerro Quema project and other necessary permitting required to implement expected future exploration plans; (vii) community and ejido relations; (viii) requirements for additional land; (ix) availability of sufficient water for proposed operations; (x) results of feasibility studies, including but not limited to mineral resource and mineral reserve estimation, mine plans and operations, internal rates of return, sensitivities, taxes, net present values, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; (xi) upside opportunities such as pit wall angles, land agreements, and the development of the sulphide mineral resource, and exploration potential; (xii) the timing and costs for production decisions; (xiii) financing timelines and requirements, including the timing and the amount to be secured relating to the Project Finance Facility; (xiv) the Project Finance Facility, including the proposed terms thereof, the timing for Closing of the Project Finance Facility, the receipt of all required approvals for the Project Finance Facility, commitment and syndication of the balance of the Project Finance Facility, and the expected uses of proceeds of the Project Finance Facility; (xv) timing for start of engineering work, construction, and receipt of permits; (xvi) changes in commodity prices and exchange rates; (xvii) currency and interest rate fluctuations; (xviii) timing for first gold production; and (xix) the Company's objectives and strategies.

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, (i) the future price of gold; (ii) anticipated costs and the Company’s ability to fund its programs; (iii) the Company’s ability to carry on exploration and development activities; (iv) the Company’s ability to secure and to meet obligations under property agreements; (v) the timing and results of drilling programs; (vi) the discovery of mineral resources and mineral reserves on the Company’s mineral properties; (vii) the obtaining of an agreement with the Adjacent Owner (as defined herein) to develop the entire Camino Rojo Project mineral resource estimate; (viii) the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction and operation of projects; (ix) the costs of operating and exploration expenditures, (x) assumptions regarding the ability to enter into a definitive agreement regarding the Project Finance Facility; (xi) syndication of the Project Finance Facility; (xii) the accuracy of mineral resource and mineral reserve estimations; (xiii) the loan amount to be received upon closing of the Project Finance Facility; (xiv) that there will be no material adverse change affecting the Company or its properties; (xv) that all required permits and approvals will be obtained; (xvi) that social or environmental issues might exist, are well understood and will be properly managed; (xvii) that there will be no significant disruptions affecting the Company or its properties; (xviii) the Company’s ability to operate in a safe, efficient and effective manner; and (xix) the Company’s ability to obtain financing as and when required and on reasonable terms.

Page 24

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward looking statements include, among others: (i) failing to enter into a definitive agreement with Trinity Capital or failing to receive commitments or syndicate the balance of the Project Finance Facility; (ii) risks related to uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral resources and reserves, including changes in economic parameters; (iii) risks relating to not securing agreements with third parties or not receiving required permits; (iv) failure to obtain required regulatory and stock exchange approvals with respect to any Offering; (v) uncertainty and variations in the estimation of mineral resources and mineral reserves; (vi) delays in or failure to obtain an agreement with the Adjacent Owner with respect to the Camino Rojo Project; (vii) health, safety and environmental risks; (viii) success of exploration, development and operations activities; (ix) risks relating to foreign operations and expropriation or nationalization of mining operations; (x) delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; (xi) delays in getting access from surface rights owners; (xii) uncertainty in estimates of production, capital and operation costs and potential for production and cost overruns; (xiii) the impact of Panamanian or Mexican laws regarding foreign investment; (xiv) the fluctuating price of gold; (xv) assessments by taxation authorities in multiple jurisdictions; (xvi) uncertainties related to title to mineral properties; (xvii) competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; and (xviii) the Company’s ability to identify, complete and successfully integrate acquisitions.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled “Risks and Uncertainties” in this MD&A for additional risk factors that could cause results to differ materially from forward-looking statements.

Page 25

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

14.

Abbreviations Used

$	Canadian dollars

AIF	Annual Information Form

AISC	All in Sustaining Cost

Ag	Silver

Au	Gold

Camino Rojo PEA Report	An independent technical report for the Camino Rojo Project entitled “Preliminary Economic Assessment NI 43-101 Technical Report on the Camino Rojo Gold Project, Municipality of Mazapil, Zacatecas, Mexico” dated June 19, 2018 (the “Camino Rojo PEA Report”) prepared by Carl E. Defilippi, RM, SME of Kappes Cassiday & Associates (“KCA”), Matthew D. Gray, Ph.D., C.P.G. of Resource Geosciences Incorporated (“RGI”), and Michael G. Hester, FAusIMM of Independent Mining Consultants Inc. (“IMC”).

Canplats	Canplats Resources Corporation

Cerro Quema Report or 2014 PFS	An independent technical report for the Cerro Quema Project entitled “Cerro Quema Project – Pre-Feasibility Study on the La Pava and Quemita Oxide Gold Deposits” dated August 15, 2014 with an effective date of June 30, 2014 (the “Cerro Quema Report”) prepared by Eugene Puritch, P. Eng., Richard H. Sutcliffe, P.Geo., Tracy Armstrong, P.Geo., Antoine Yassa, P.Geo., David Burga, P.Geo., Kenneth Kuchling, P.Eng., and Fred Brown, P.Geo., of P&E Mining Consultants Inc., Gene Tortelli, PE, George Lightwood, PE, and David Brown, P.Geo., of Golder Associates Inc., and Mark Gorman, PE of KCA.

CFE	Comisión Federal de Electricidad, the state-owned electric utility of Mexico

CIM	Canadian Institute of Mining, Metallurgy and Petroleum

Company	Orla Mining Ltd.

CSR	Community and Social Responsibility

EPCM	Engineering, Procurement, and Construction Management

ESIA	Estudio de Impacto Ambiental, a Panamanian environmental impact study

g/t	Grams per metric tonne

G&A	General and administrative costs

GAAP	Generally accepted accounting principles, which for the Company are IFRS

Goldcorp	Goldcorp Inc., a predecessor company to Newmont Goldcorp Corporation, prior to April 18, 2019.

MXN	Mexican pesos

Newmont	Newmont Goldcorp Corporation, a publicly traded company resulting from the combination of Newmont Mining Corporation and Goldcorp Inc., effective April 18, 2019.

ha	Hectares

HGL	HydroGeoLogica Inc.

IFRS	International Financial Reporting Standards, as issued by the International Accounting Standards Board

IMC	Independent Mining Consultants Inc.

IP	Induced polarization

IRR	Internal rate of return

K tonnes	Thousands of metric tonnes

Koz	Thousands of troy ounces

Page 26

ORLA MINING LTD.
Management’s Discussion and Analysis
Three and nine months ended September 30, 2019

Canadian dollars unless otherwise stated

KCA	Kappes Cassiday and Associates

LOM	Life of mine

M&I	Measured and indicated

MD&A	Management's Discussion and Analysis

MIA	Manifiesto de Impacto Ambiental. In English, an Environmental Impact Statement

NI 43-101	Canadian National Instrument 43-101 “Standards of Disclosure for Mineral Projects”

NPV	Net present value

PEA	Preliminary Economic Assessment

Pb	Lead

PFS	Pre-Feasibility Study

RC	Reverse circulation

RGI	Resource Geosciences Incorporated

SEDAR	The System for Electronic Document Analysis and Retrieval, a filing system operated by the Canadian Securities Administrators, accessible at: www.sedar.com

SEMARNAT	Secretaría del Medio Ambiente y Recursos Naturales. In English, the Secretariat of Environment and Natural Resources (Mexico)

t	Metric tonne, equal to 1,000 kilograms (approximately 2,205 pounds)

TSX	Toronto Stock Exchange

US$	United States dollars

Zn	Zinc

Page 27

Exhibit 99.49

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jason Simpson, Chief Executive Officer of Orla Mining Ltd, certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Orla Mining Ltd. (the “issuer”) for the interim period ended September 30, 2019.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: Not applicable

5.3

Limitation on scope of design: Not applicable

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:

November 12, 2019

/s/ Jason Simpson
Jason Simpson
Chief Executive Officer

Exhibit 99.50

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Etienne Morin, Chief Financial Officer of Orla Mining Ltd, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Orla Mining Ltd. (the “issuer”) for the interim period ended September 30, 2019.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is "Internal Control – Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

5.2	ICFR – material weakness relating to design: Not applicable

5.3	Limitation on scope of design: Not applicable

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:

November 12, 2019

/s/ Etienne Morin
Etienne Morin
Chief Financial Officer

Exhibit 99.51

MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102

Item 1

Name and Address of Company

Orla Mining Ltd. (the “Company”)

Suite 202 - 595 Howe Street
Vancouver, British Columbia
V6C 2T5

Item 2

Date of Material Change

October 20, 2019

Item 3

News Release

A news release with respect to the material change referred to in this report was disseminated by the Company on October 21, 2019 through Newswire and was subsequently filed on SEDAR.

Item 4

Summary of Material Change

On October 20, 2019, the Company entered into a commitment letter (the “Commitment Letter”) with Trinity Capital Partners Corporation (“Trinity Capital”) with respect to a secured project finance facility of up to US$125 million (“Facility”) for the development of the Camino Rojo Oxide Gold Project located in Zacatecas, Mexico (the “Camino Rojo Project”). The Facility is being arranged by Trinity Capital and will include a syndicate of lenders led by Pierre Lassonde, Agnico Eagle Mines Limited (“Agnico Eagle”) and Trinity Capital.

Item 5

Full Description of Material Change

On October 20, 2019, the Company entered into the Commitment Letter with Trinity Capital with respect to the Facility for the development of the Camino Rojo Project. The Facility is being arranged by Trinity Capital and will include a syndicate of lenders led by Pierre Lassonde, Agnico Eagle and Trinity Capital.

In connection with the Commitment Letter, Mr. Lassonde, Agnico Eagle and Trinity Capital have collectively committed to provide an initial tranche of an aggregate of US$25 million, which the Company may draw, at its option, prior to final syndication and completion of definitive documentation relating to the Facility and prior to final receipt of required mine permits. This initial advance will provide the Company with the flexibility to order long lead items and maintain an efficient construction schedule. The balance of the Facility will be available subject to the completion of definitive documentation, the satisfaction of certain conditions precedent and syndication (“Closing”), which is being arranged by Trinity Capital.

Key terms of the Facility will include:

Term of 5.0 years.

Up to US$125 million, with an early drawdown option:

US$25 million is committed and, subject to satisfaction of certain conditions precedent, will be available for drawdown prior to Closing at the Company’s option (the “Initial Tranche”).

Interest rate of 8.8% per annum.

- 2 -

Principal repayment at maturity with no scheduled amortization: the Company can prepay the loan, in full or in part, at any time during the term, without penalty, with cash flow from operations.

No mandatory hedging, production payments, offtake, streams or royalties are required.

The Facility will include standard and customary project finance terms and conditions with respect to fees and conditions precedent to Closing (including satisfaction of remaining customary due diligence and other approvals) and remains subject to the completion and execution of definitive loan documentation. The issuance of securities under the terms of the Facility is subject to regulatory approvals. Closing of the transaction is expected during the fourth quarter of 2019.

Multilateral Instrument 61-101

Mr. Lassonde has beneficial ownership of, control or direction over, directly or indirectly, more than 10% of the issued and outstanding common shares of the Company and accordingly, the Facility and the issuance of the warrants insofar as they involve Mr. Lassonde would constitute a related party transaction for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The warrants to be issued to Mr. Lassonde in connection with the Initial Tranche of the Facility represent approximately 1.4% of the 186,081,200 common shares issued and outstanding as at the date hereof and are not expected to result in a material change to Mr. Lassonde’s shareholdings. The Facility, including the participation of Mr. Lassonde and issuance of warrants in connection therewith, was considered, and ultimately approved by the board of directors of the Company on October 15, 2019. The Company is not required to obtain a formal valuation for the Facility by virtue of section 5.4 of MI 61-101. In addition, the Company is relying on the exemption from the formal valuation and minority approval requirements of MI 61-101 set out in section 5.5(a) and section 5.7(a) of MI 61-101 as the fair market value of the Facility and the warrants insofar as it relates to interested parties is not more than 25% of market capitalization.

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

For further information contact Etienne Morin at (604) 564-1852.

Item 9

Date of Report

DATED as of this 29^th day of October, 2019.

- 3 -

Forward-looking Statements

This material change report contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the Facility, including the proposed terms thereof, the timing for Closing of the Facility, the receipt of all required approvals for the Facility, commitment and syndication of the balance of the Facility, expected use of proceeds of the Facility, results of the feasibility study, including but not limited to the mineral resource and mineral reserve estimation, mine plan and operations, internal rate of return, sensitivities, taxes, net present value, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; the timing and costs for production decisions; financing timelines and requirements, including the timing and the amount to be secured relating to the Facility; permitting timelines and requirements; requirements for additional land; exploration and planned exploration programs, the potential for discovery of additional mineral resources; upside opportunities including pit wall angles, land agreements, the development of the sulphide mineral resource and exploration potential; timing for start of engineering work, construction, and receipt of permits; timing for first gold production; and the Company's objectives and strategies. 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 are discussed in this material change report, including without limitation, assumptions regarding the ability to enter into a definitive agreement regarding the Facility; syndication of the Facility; price of gold and silver; the accuracy of mineral resource and mineral reserve estimations; the loan amount to be received upon closing of the Facility; that there will be no material adverse change affecting the Company or its properties; that all required permits and approvals will be obtained; that social or environmental issues might exist, are well understood and will be properly managed; 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: failing to enter into a definitive agreement with respect to Engineering, Procurement and Construction Management; failing to enter into a definitive agreement with Trinity Capital or failing to receive commitments or syndicate the balance of the Facility; risks related to uncertainties inherent in the preparation of feasibility studies, drill results and the estimation of mineral resources and mineral reserves, including changes in the economic parameters; risks relating to not securing agreements with third parties or not receiving required permits; risks associated with executing the Company’s objectives and strategies, including costs and expenses, 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 28, 2019, available on www.sedar.com. 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.

Exhibit 99.52

INVESTOR RIGHTS AGREEMENT

AGNICO EAGLE MINES LIMITED

- and -

ORLA MINING LTD.

October 18, 2019

TABLE OF CONTENTS

ARTICLE 1
INTERPRETATION

1.1	Defined Terms	1
1.2	Rules of Construction	5
1.3	Entire Agreement	6
1.4	Time of Essence	6
1.5	Governing Law and Submission to Jurisdiction	6
1.6	Severability	7

ARTICLE 2
BOARD OF DIRECTORS

2.1	Nomination Right	7
2.2	Management to Endorse and Vote	7
2.3	Directors’ Liability Insurance	8
2.4	Director Compensation	8

ARTICLE 3
PARTICIPATION RIGHT

3.1	Notice of Issuances	8
3.2	Grant of Participation Right	9
3.3	Top-up Offering	9
3.4	Exercise Notice	10
3.5	Issuance of Offered Securities and Top-up Shares	11
3.6	Reduction of Participating Percentage	12
3.7	Non-Cash Consideration	12
3.8	Issuances Not Subject to Participation Right or Top-up Right	12

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1	Representations and Warranties of the Company	13
4.2	Representations and Warranties of the Investor	14

ARTICLE 5
COVENANTS OF THE COMPANY

5.1	Reporting Issuer Status and Listing of Common Shares	14
5.2	No Conflict With Shareholders’ Rights Plan	15
5.3	Subsidiary Security Issuances	15
5.4	Grant of Additional Third Party Participation Rights	15

ARTICLE 6
COVENANTS OF THE INVESTOR

6.1	Investor Voting	15
6.2	Share Dispositions	16

- 2 -

ARTICLE 7
MISCELLANEOUS

7.1	Termination of Existing Agreements	18
7.2	Termination	18
7.3	Right to Information	18
7.4	Technical Assistance	18
7.5	Notices	19
7.6	Amendments and Waivers	21
7.7	Assignment	21
7.8	Successors and Assigns	21
7.9	Expenses	21
7.10	Public Disclosure	21
7.11	Further Assurances	21
7.12	Right to Injunctive Relief	22
7.13	Counterparts	22

INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT made the 18^th day of October, 2019,

B E T W E E N:

AGNICO EAGLE MINES LIMITED,
a corporation existing under the Business Corporations Act (Ontario),

(hereinafter referred to as the “Investor”),

- and -

ORLA MINING LTD.,
a corporation existing under the Canada Business Corporations Act,

(hereinafter referred to as the “Company”).

WHEREAS the Investor owns 17,613,835 Common Shares (as defined below) and 870,250 Warrants (as defined below) which represent approximately 9.47% of the issued and outstanding Common Shares on a non-diluted basis and 9.89% of the issued and outstanding Common Shares on a partially-diluted basis;

AND WHEREAS the Company and the Investor are currently party to a Participation Right Agreement and a Technical Services Agreement (as such terms are defined below), and the Investor and the Company wish to enter into this Agreement in order to, among other things, terminate and replace the Participation Right Agreement and Technical Services Agreement and establish certain additional rights and obligations between the parties;

Article 1
INTERPRETATION

1.1

Defined Terms

“Act” means the Canada Business Corporations Act;

- 2 -

“Affiliate” has the meaning ascribed to such term in the Act, as in effect on the date of this Agreement;

“Board” means the board of directors of the Company;

“Camino Rojo Option Agreement” means the option agreement dated November 7, 2017 between the Company and Goldcorp Inc. (now Newmont Goldcorp Corporation);

“Common Shares” means the common shares in the capital of the Company issued and outstanding from time to time and includes any common shares that may be issued hereafter;

“Company” shall have the meaning set out in the preamble hereto;

“Confidentiality Agreement” means the confidentiality agreement dated as of October 18th, 2019 between the Company and the Investor, as amended varied or supplemented from time to time;

- 3 -

“Dilutive Issuance” shall have the meaning set out in Section 3.3(a)(i);

“Exchange” means the TSX or such other stock exchange where the Common Shares are listed from time to time;

“Excluded Event” shall have the meaning set out in Section 3.8;

“Exercise Notice” shall have the meaning set out in Section 3.4;

“Existing Convertible Securities” means Convertible Securities issued prior to, and outstanding, as of the date hereof;