What’s Inside

	TSX: OLA  NYSE AMERICAN: ORLA

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 “Company”) will be held via conference call on the 21^st day of June, 2023, at 8:00 a.m. (Vancouver time) for the following purposes:

The Meeting will be held in a virtual only format, which will be conducted via conference call and available for guests via live webcast, as follows:

Conference Call (Participant or Guest): 877-407-6184 (toll free)

Webcast (Guest Only): https://event.choruscall.com/mediaframe/webcast.html?webcastid=qSF3Sajw

Only registered Shareholders and duly appointed proxyholders will be able to vote in real time and ask questions at the Meeting via conference call, provided they are connected to the call and comply with all of the requirements set out in the Circular. Once dialed in, instructions will be provided as to how Shareholders entitled to vote at the Meeting may participate, vote and ask questions at the Meeting. Any person, including registered shareholders and duly appointed proxyholders, who participates at the Meeting via webcast only will not be able to vote on matters put before the Meeting, ask questions, or otherwise participate at the Meeting and must vote in advance of the Meeting by using the voting instruction form or form of proxy mailed to them with the Circular.

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 via conference call or webcast as guests, but guests will not be able to vote, ask questions or otherwise participate 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 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 Investor Services Inc., 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 online www.investorvote.com. In each case, proxies must be received not later than 8:00 a.m. (Vancouver time) on June 19, 2023, 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 will not be able to vote, ask questions or otherwise participate 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 via conference call) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form accompanying this Notice of Meeting.

Please review the accompanying 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 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 May 11, 2023.

By Order of the Board of Directors

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “Circular”) is furnished in connection with the solicitation by management (“Management”) of Orla Mining Ltd. (the “Company” or “Orla”) of proxies to be used at the Company’s annual and special meeting of the holders (“Shareholders”) of common shares of the Company (the “Common Shares”) to be held on June 21, 2023 (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”).

The Meeting will be held in a virtual only format, which will be conducted via conference call and available for guests via live webcast. Shareholders and duly appointed proxyholders can attend the Meeting as follows:

Conference Call (Participant or Guest): 877-407-6184 (toll free)

Webcast (Guest Only): https://event.choruscall.com/mediaframe/webcast.html?webcastid=qSF3Sajw

Only registered Shareholders and duly appointed proxyholders will be able to vote and ask questions in real time at the Meeting via conference call, provided they are connected to the call and comply with all of the requirements set out in this Circular. Once dialed in, instructions will be provided as to how Shareholders entitled to vote at the Meeting may participate, vote and ask questions at the Meeting. Any person, including registered shareholders and duly appointed proxyholders, who participates at the Meeting via webcast only will not be able to vote on matters put before the Meeting, ask questions or otherwise participate at the Meeting and must vote in advance of the Meeting by using the voting instruction form or form of proxy mailed to them with the Circular. Shareholders will not be able to physically attend the Meeting. For a summary of how Shareholders may attend the Meeting via conference call, see “Voting at the Virtual Meeting” below.

Except as otherwise indicated, the information contained in this Circular is stated as at May 11, 2023. 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 Company at nominal cost. The cost of the solicitation will be borne by the Company. The Company has arranged for Intermediaries (as defined below) to forward the meeting materials to Non-Registered Shareholders (as defined below) and the Company will reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

This solicitation of proxies and voting instruction forms involves securities of a Company located in Canada and is being effected in accordance with the applicable corporate and securities laws of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), are not applicable to the Company or this solicitation. Shareholders should be aware that disclosure and proxy solicitation requirements under the applicable securities laws of Canada and the Toronto Stock Exchange (“TSX”) differ from the disclosure and proxy solicitation requirements under United States securities laws.

Appointment and Revocation of Proxies

The person(s) designated by Management in the enclosed form of proxy are directors and/or officers of the Company (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 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 and wish to vote at the 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 and follow the applicable instructions provided by your Intermediary.

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.

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 Investor Services Inc., 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 online via www.investorvote.com. To be effective, a proxy must be received not later than 8:00 a.m. (Vancouver time) on June 19, 2023, 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 Registered Shareholder or by the Registered Shareholder’s attorney, who is authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the Registered Shareholder or by the Registered Shareholder’s attorney, who is authorized in writing, to the head office of the Company 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 by dialing into the Meeting via conference call and accepting the terms and conditions (see “Voting at the Virtual Meeting” below). 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.

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 Company 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 Company are referred to as Objecting Beneficial Owners (“OBOs”).

Issuers can request and obtain a list of their NOBOs from Intermediaries via their transfer agents, pursuant to National Instrument 54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54- 101”) and issuers can use this NOBO list for distribution of proxy-related materials directly to NOBOs. The Company has decided to take advantage of those provisions of NI 54-101 that allow it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form from the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”). These voting instruction forms are to be completed and returned to Computershare in the envelope provided or by facsimile. Computershare will tabulate the results of the voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by voting instruction forms they receive. Alternatively, NOBOs may vote following the instructions on the voting instruction form, via the internet or by phone.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

With respect to OBOs, in accordance with applicable securities law requirements, the Company will have distributed copies of the Notice of Meeting, this Circular, the form of proxy or voting instruction form and the supplemental mailing list request card (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders. The Company intends to pay for Intermediaries to deliver the Meeting Materials to OBOs.

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:

already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. 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 Non-Registered Shareholder must complete the form of proxy and deposit it with the Company’s registrar and transfer agent, Computershare, as provided above; or

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. In addition, an Intermediary subject to the New York Stock Exchange rules and who has not received specific voting instructions from the Non-Registered Shareholder will not be able to vote the Common Shares on all or, as applicable, any matters at the Meeting. 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.

Voting at the Virtual Meeting

The Company will hold its Meeting in a virtual only format, which will be conducted via conference call and available for guests via live webcast. The Company 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. Shareholders will not be able to physically attend the Meeting.

In order to streamline the Meeting process, the Company 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 Meeting may continue to do so as follows:

Conference Call (Participant or Guest): 877-407-6184 (toll free)

Webcast (Guest Only): https://event.choruscall.com/mediaframe/webcast.html?webcastid=qSF3Sajw

Only Registered Shareholders and duly appointed proxyholders will be able to vote in real time at the Meeting via conference call, provided they are connected to the call and comply with all of the requirements set out in this Circular. Once dialed in, instructions will be provided as to how Shareholders entitled to vote at the Meeting may participate, vote and ask questions at the Meeting. Any person, including Registered Shareholders and duly appointed proxyholders, who participates at the Meeting via webcast only will not be able to vote on matters put before the Meeting, ask questions or otherwise participate at the Meeting and must vote in advance of the Meeting by using the voting instruction form or form of proxy mailed to them with the Circular. If you attend the Meeting via conference call, it is important that you call in early and remain connected 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 8:00 a.m. (Vancouver time) on June 21, 2023,

unless otherwise adjourned or postponed. You should allow ample time for the check-in procedures prior to the start of the Meeting.

Registered Shareholders and duly appointed proxyholders who participate in the Meeting via conference call may ask questions in accordance with the instructions provided at the Meeting. Questions will generally only be addressed during a question period at the end of the Meeting, however, questions regarding procedural matters or directly related to a specific motion may be addressed during 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, but will not be able to vote, ask questions or otherwise participate at the Meeting. This is because the transfer agent, Computershare, 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 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.

A summary of the information Shareholders will need to attend and vote at the virtual meeting is provided below.

If you are dialing into the Meeting via conference call 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: (i) do not accept the terms and conditions, in which case you can only enter the Meeting as a guest; or (ii) join the Meeting via webcast, in which case you will be able to listen to the Meeting, but will not be able to vote, ask questions or otherwise participate at the Meeting.

Record Date

The board of directors of the Company (the “Board”) has fixed May 11, 2023 (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 Corporation Act (the “CBCA”), the Company 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 Company consist of an unlimited number of Common Shares. As at Record Date, the Company had 312,832,449 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 Company, 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:

Notes:

INTEREST OF CERTAIN PERSONS OR COMPANIES
IN MATTERS TO BE ACTED UPON

No: (i) director or executive officer of the Company at any time since the beginning of the last completed financial year; (ii) proposed nominee for election as a director; or (iii) any associate of a person in (i) or (ii) has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Particulars of Matters to be Acted Upon at the Meeting

Financial Statements

The audited consolidated financial statements for the financial year ended December 31, 2022 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 Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov or on its website at www.orlamining.com.

Election of Directors

The Company’s Articles of Arrangement (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 nine directors. At the Meeting, the nine persons set out below will be proposed for election as directors of the Company (the “Nominees”). Each of the Nominees is currently a director, other than Ana Sofía Ríos. 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.

In accordance with the new requirements of the CBCA, directors stand for election each year at the annual meeting of shareholders, and a separate vote of Shareholders is taken with respect to each candidate nominated for director. If there is only one candidate nominated for each position available on the Board (an uncontested election), each candidate is elected only if the number of votes cast in their favor represents a majority of the votes cast for and against them by the Shareholders who are present in person or represented by proxy. If an incumbent director is not re-elected in an uncontested election, the director may continue in office until the earlier of the 90^th day after the day of the election and the day on which their successor is appointed or elected. Majority voting will not apply in the case of a contested election of directors, in which case the directors will be elected by a plurality of votes of the shares represented in person or by proxy at the meeting and voted on the election of directors. The amendments to the CBCA satisfy the TSX’s majority voting requirements and the Company is no longer required to have a majority voting policy in place. On that basis, the Board has approved the revocation of the Company’s Majority Voting Policy.

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.

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CHARLES JEANNES						Principal Occupation
						Corporate Director
						Board and Board Committees				2022 Meeting Attendance
						Board of Directors (Chair)				100%
						Human Resources and Compensation Committee				100%
						Audit Committee				100%
						Corporate Governance and Nominating Committee				100%
	Nevada, USA
	Age, 64					Securities Holdings as at May 11, 2023
	Director since June 2017					Common Shares	Options	Warrants	DSUs	Ownership Requirement
	Independent
	Diversity Factors: N/A					3,307,843 (1)	314,067	520,000	215,655	Satisfied
	Historical Voting Results					Other Board Memberships
	Year	For		Withhold		Pan American Silver Corp. (Director)
	2022	82.78%	17.22%			Wheaton Precious Metals Corp. (Director)
	2021	90.75%	9.25%
	2020	98.82%	1.18%
	Biography
	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 Trustee of the Wolf Pack Athletic Association of the University of Nevada (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.

Note:

JASON SIMPSON

Principal Occupation

President, Chief Executive Officer and Director of the Company

Board and Board Committees

2022 Meeting Attendance

Board of Directors

100%

Environmental, Sustainability, Health and Safety Committee

100%

Ontario, Canada

Age, 50

Securities Holdings as at May 11, 2023

Director since November 2018

Common Shares

Options

RSUs

PSUs

Warrants

Ownership Requirement

Not Independent

Diversity Factors: N/A

1,312,036

1,336,183

175,007

82,847

NIL

Satisfied

Historical Voting Results

Other Board Memberships

Year

For

Withhold

None

2022

91.28%

8.72%

2021

97.64%

2.36%

2020

98.88%

1.12%

Biography

Mr. Simpson was appointed the Company’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 Company. Mr. Simpson is a mining executive with over 25 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 six-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.

JEAN ROBITAILLE						Principal Occupation
						Executive Vice-President, Chief Strategy & Technology Officer at Agnico Eagle
						Board and Board Committees				2022 Meeting Attendance
						Board of Directors				100%
						Human Resources and Compensation Committee (Chair)				100%
						Environmental, Sustainability, Health and Safety Committee				100%
	Ontario, Canada
	Age, 61					Securities Holdings as at May 11, 2023
	Director since December 2016					Common Shares	Options	Warrants	DSUs	Ownership Requirement
	Independent
	Diversity Factors: N/A					2,324,450	160,027	NIL	112,880	Satisfied
	Historical Voting Results					Other Board Memberships
	Year	For		Withhold		None
	2022	83.00%	17.00%
	2021	93.57%	6.43%
	2020	98.82%	1.18%
	Biography
	Mr. Robitaille joined the Board in December 2016, upon closing of the Company’s acquisition of Pershimco Resources Inc. Mr. Robitaille is Executive Vice-President, Chief Strategy & Technology Officer at Agnico Eagle. Prior to this nomination and since 1988, he served Agnico Eagle in various senior executive roles for Corporate Development, Business Strategy, Technical Services, Project Development and Operations. Before joining Agnico Eagle, Mr. Robitaille worked as a metallurgist with Teck Mining Group and served as a Director of Pershimco Resources Inc. (2011 to 2016). Mr. Robitaille is a mining graduate of the College de l’Abitibi Témiscamingue with a specialty in mineral processing.

TIM HALDANE						Principal Occupation
						Mining professional/Corporate Director
						Board and Board Committees				2022 Meeting Attendance
						Board of Directors				100%
						Environmental, Sustainability, Health and Safety Committee (Chair)				100%
						Corporate Governance and Nominating Committee				100%
	Arizona, USA
	Age, 66					Securities Holdings as at May 11, 2023
	Director since June 2017					Common Shares	Options	Warrants	DSUs	Ownership Requirement
	Independent
	Diversity Factors: N/A					241,900	242,322	NIL	119,956	Satisfied
	Historical Voting Results					Other Board Memberships
	Year	For		Withhold		None
	2022	99.85%	0.15%
	2021	99.80%	0.20%
	2020	99.99%	0.01%
	Biography
	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 Technological University and is a Registered Professional Engineer.

DAVID STEPHENS						Principal Occupation
						Partner at Agentis Capital Mining Partners
						Board and Board Committees				2022 Meeting Attendance
						Board of Directors				100%
						Audit Committee				100%
						Corporate Governance and Nominating Committee (Chair)				100%
	Ontario, Canada
	Age, 41					Securities Holdings as at May 11, 2023
	Director since March 2018					Common Shares	Options	Warrants	DSUs	Ownership Requirement
	Independent
	Diversity Factors: N/A					12,500	37,503	65,000	100,003	Satisfied
	Historical Voting Results					Other Board Memberships
	Year	For		Withhold		None
	2022	82.77%	17.23%
	2021	93.37%	6.63%
	2020	98.82%	1.18%
	Biography
	Mr. Stephens is a partner at Agentis Capital Mining Partners, which provides capital markets advisory services. Mr. Stephens also provides consulting services 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.

ELIZABETH McGREGOR						Principal Occupation
						Finance professional/Corporate Director
						Board and Board Committees				2022 Meeting Attendance
						Board of Directors				100%
						Audit Committee (Chair)				100%
						Human Resources and Compensation Committee				100%
	British Columbia, Canada
	Age, 46					Securities Holdings as at May 11, 2023
	Director since June 2019					Common Shares	Options	Warrants	DSUs	Ownership Requirement
	Independent
	Diversity Factors: Female, Indigenous					24,400	123,621	65,000	83,217	Satisfied
	Historical Voting Results					Other Board Memberships
	Year	For	Withhold			Kinross Gold Corporation (Director)
	2022	82.97%	17.03%			Infield Minerals Corp. (Director)
	2021	95.44%	4.56%
	2020	98.84%	1.16%
	Biography
	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.

TAMARA BROWN						Principal Occupation
						Corporate Director
						Board and Board Committees				2022 Meeting Attendance
						Board of Directors				100%
						Audit Committee				100%
						Corporate Governance and Nominating Committee				100%
	Ontario, Canada
	Age, 50					Securities Holdings as at May 11, 2023
	Director since June 2022					Common Shares	Options	Warrants	DSUs	Ownership Requirement
	Independent
	Diversity Factors: Female					4,400	26,580	NIL	26,795	N/A
	Historical Voting Results					Other Board Memberships
	Year	For		Withhold		Lithium Royalty Corp. (Director)
	2022	99.84%	0.16%			Superior Gold Inc. (Director)
	2021	-	-			29Metals Limited (Director)
	2020	-	-
	Biography
	Ms. Brown is a mining industry professional with over 25 years of experience in the mining and capital markets sectors.  Most recently she was the Interim CEO of Superior Gold Inc. from 2020 to 2021. Ms. Brown is currently an Independent Director of Lithium Royalty Corp. (TSX), Superior Gold Inc. (TSX-V) and 29Metals Limited (ASX) and was previously a Non-Executive Director for Lundin Gold Inc. and Eastmain Resources Inc. Her previous executive roles include Vice President, Investor Relations and Corporate Development (Americas) for Newcrest Mining, Vice President, Corporate Development and Investor Relations for Primero Mining Corp., and Director of Investor Relations for IAMGOLD Corp. Ms. Brown was also a professional engineer in the mining industry and is a partner of a boutique investment banking firm. She has a Bachelor of Engineering degree from Curtin University in Australia and has completed the Chartered Business Valuator course at York University.

ANA SOFÍA RÍOS						Principal Occupation
						Partner, Chevez Ruiz Zamarripa
						Board and Board Committees				2022 Meeting Attendance
						N/A				N/A
	Mexico City, Mexico
	Age, 37					Securities Holdings as at May 11, 2023
	New Nominee as Director					Common Shares	Options	Warrants	DSUs	Ownership Requirement
	Independent
	Diversity Factors: Female, Visible Minority					NIL	NIL	NIL	NIL	N/A
	Historical Voting Results					Other Board Memberships
	Year	For		Withhold		None
	2022	-	-
	2021	-	-
	2020	-	-
	Biography
	Ms. Ríos is a partner with the Mexican law firm of Chevez Ruiz Zamarripa. Her practice focuses on corporate law, banking and finance, including mergers and acquisitions, private equity, as well as advising clients and family offices on wealth management matters. In addition, Ms. Ríos advises public and private companies on corporate governance and regulatory compliance matters. She is currently an alternate independent board member of Grupo Corporativo Cever, S.A. de C.V. (a private Mexican corporate group that manages vehicle dealerships and restaurant brands).  Ms. Ríos is also the Vice-president Legal Committee, Banking Commission of the International Chamber of Commerce - Mexico (ICC Mexico) and a Member of the Mexican Bar Association, College of Attorneys-at-Law. She has a law degree from the Universidad Iberoamericana (UIA) and a Master’s Degree in Corporate Law from New York University School of Law.

SCOTT LANGLEY (1)						Principal Occupation
						Vice President, Corporate Development, Newmont Corporation
						Board and Board Committees				2022 Meeting Attendance
						Board of Directors				67%
	Ontario, Canada
	Age, 48					Securities Holdings as at May 11, 2023
	Director since June 2022					Common Shares	Options	Warrants	DSUs	Ownership Requirement
	Not Independent
	Diversity Factors: N/A					NIL	NIL	NIL	NIL	N/A
	Historical Voting Results					Other Board Memberships
	Year	For		Withhold		None
	2022	87.71%	12.29
	2021	-	-
	2020	-	-
	Biography
	Mr. Langley is Vice President, Corporate Development at Newmont. Prior to joining Newmont in 2022, he spent over 15 years working in investment banking, at both National Bank Financial and Bank of America, and was most recently Managing Director, Head of North American Metals & Mining for Bank of America. Mr. Langley has worked on numerous equity and debt capital markets transactions as well as M&A transactions, including acting as financial advisor to Agnico Eagle on its 2021 merger transaction with Kirkland Lake Gold. Mr. Langley holds a Master of Business Administration from the Richard Ivey School of Business, and a Bachelor of Commerce from Queens University.

Notes:

Cease Trade Orders, Bankruptcies, Penalties or Sanction

No director or proposed director of the Company 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 Company) that:

No director or proposed director of the Company 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 Company, 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.

Advance Notice Provisions

The Company’s amended and restated by-law No 1. (the “By-Laws”) contains an advance-notice provision for director nominations. Shareholders who wish to nominate candidates for election as directors must provide written notice of their intention to the Corporate Secretary (via personal delivery to 1010-1075 West Georgia Street, Vancouver, BC, V6E 3C9, or via email at info@orlamining.com) and include certain information as set out in Part Four of the By-Laws. The notice must be made not less than 30 days prior to the date of our next annual meeting, in compliance with Part Four. If you wish to submit a director nomination to be presented at the Meeting, the required information must be sent to our Corporate Secretary by May 19, 2023. A copy of the By-Laws is available on the Company’s website and was filed on May 20, 2022 under the Company’s profile on SEDAR and EDGAR at www.sedar.com and www.sec.gov, respectively.

Investor Rights Agreements

In accordance with the terms of the investor rights agreement dated November 7, 2017 between Goldcorp Inc. (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’s current nominee to the Board is Mr. Scott Langley.

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 Company, other than 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 Company or its directors or officers are not in compliance with the Newmont Agreement or applicable laws, in which case Newmont is entitled to vote its Common Shares in its discretion. Any nominee of Newmont on the Board will not be required to vote in accordance with the recommendations of the Board and Management 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 for as long as it maintains ownership of at least 10% of the Common Shares.

Similarly, in accordance with an amended and restated investor rights agreement dated December 17, 2019 (the “Agnico Agreement”) between Agnico Eagle and the Company, 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. As of the date hereof, Agnico Eagle has not exercised its right to nominate an individual for election to the Board.

Pursuant to the Agnico Agreement, Agnico Eagle has been granted certain participation rights to maintain its pro rata interest in future offerings for as long as it maintains ownership of at least 5% of the Common Shares.

Appointment of Auditor

On March 25, 2020, Ernst & Young LLP (“Ernst & Young”) was appointed as the auditor of Orla, to replace Davidson & Company LLP, Chartered Professional Accountants, which appointment was last approved by Shareholders at the annual general meeting held on June 23, 2023. At the Meeting, Management is recommending the re-appointment of Ernst & Young as auditor for the Company, to hold office until the next annual general meeting of the Shareholders at a remuneration to be fixed by the Board.

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 re-appointment of Ernst & Young as the auditor of the Company 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.

Say on Pay Advisory Vote

The Board has adopted a non-binding Shareholder advisory vote on the Company’s approach to executive compensation to provide Shareholders a formal opportunity to provide their views on the Company’s executive compensation program as set forth in this Circular under the heading “Statement of Executive Compensation” beginning on page 39.

The Company will disclose the results of the vote as part of its report on the voting results for the Meeting. The advisory vote is non-binding on the Company and it remains the duty of the Board to develop and implement appropriate executive compensation policies. However, the Board will take the results into account when considering the executive compensation plans and policies of the Company for future periods. In the event that a significant number of Shareholders oppose the resolution, the Board will endeavour to consult with its

Shareholders as appropriate (particularly those who are known to have voted against it) to understand their concerns and will review the Company’s approach to compensation in the context of those concerns. The Board will consider disclosing to Shareholders as soon as is practicable, and no later than in the management information circular for its next annual meeting, a summary of any comments received from Shareholders in the engagement process and any changes to the compensation plans made or to be made by the Board (or why no changes will be made).

At the Meeting, Shareholders will be asked to consider a non-binding advisory resolution on executive compensation, known as “Say on Pay”, as follows (the “Say on Pay Advisory Resolution”):

“BE IT RESOLVED THAT, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders of Orla Mining Ltd. (the “Company”) accept the approach to executive compensation disclosed in the Company’s Management Information Circular dated May 11, 2023, with respect to the Annual and Special Meeting of Shareholders.”

The Board recommends that Shareholders vote FOR the Say on Pay Advisory Resolution to approve the Company’s approach to executive compensation. Unless otherwise instructed, the Management Proxyholders intend to vote FOR the Say on Pay Advisory Resolution.

Statement of Corporate Governance

The Company and the Board recognize the importance of corporate governance to the effective management of the Company and to the protection of its employees, Shareholders and other stakeholders. The Company’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Company are effectively managed to enhance Shareholder value. The Company’s corporate governance practices are intended to comply with the applicable rules under applicable Canadian securities laws, the TSX and the NYSE American LLC (“NYSE American”). The Company continues to monitor developments in Canada and the United States with a view to further revising its governance policies and practices, if appropriate. A list of ways in which the Company’s corporate governance practices differ from those required of U.S. domestic companies under the rules of the NYSE American can be found on the Company’s website at www.orlamining.com.

National Policy 58-201 – Corporate Governance Guidelines (the “Guidelines”) and National Instrument 58-101 – Disclosure of Corporate Governance Practices (the “Governance Disclosure Rule”) have been adopted by the securities regulatory authorities in Canada. The 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 Company’s corporate governance policies and initiatives.

The Company 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 Camino Rojo gold project in November 2017, the graduation to the TSX in November 2018 and the listing on the NYSE American in December 2020, the Company’s corporate governance practices and policies were reviewed and enhanced in order to ensure the Company was well situated with best practices in light of its stage of development. The Board continues to monitor such practices on an ongoing basis and, when necessary, will implement such additional practices as it deems appropriate.

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 Corporate Governance & Nominating Committee (also referred to herein as the “CGNC”), the Environmental, Sustainability, Health & Safety Committee and the Human Resources and Compensation Committee (also referred to herein as the “HRCC”). 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 and is available on the Company’s website at www.orlamining.com.

The Board is responsible for, among other things:

Board Composition and Experience

The Board of Directors and the CGNC review the experience, qualifications, and skills of the Company’s directors each year to ensure that the composition of the Board of Directors and committees and the competencies and skills of the members are in line with the evolving needs of the Company.

The Board maintains a skills matrix to identify and evaluate the competencies and skills of the members based on the individual experience and background of each director. The skills matrix was instituted in 2022 and will be reviewed and updated each year based on:

This information is compiled into a matrix representing the primary expertise, skills and background of the directors in areas prioritized by the Board. This matrix is maintained to identify areas for strengthening the Board, if any, and address them through the recruitment of new members. The skills matrix is also used by the CGNC to evaluate the Board’s diversity and tenure. Such information is used in the annual review of the Board’s composition and will be used by the CGNC when filling Board vacancies and changing its composition, as further discussed below.

The following skills matrix outlines the primary expertise, skills and background, as well as the composition of the current directors and the first time Nominee. Additional information with respect to each individual is contained in their biography, starting on page 13 of this Circular.

Notes:

Meetings of the Board

The Board fulfills its mandate at regularly scheduled meetings or as required. The directors are kept informed of the Company’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 Company faces from time to time. The Board’s practice is that, at the end of each meeting of the Board, directors meet in the absence of Management to hold an open and candid discussion. For the financial year ended December 31, 2022, all Board and committee meetings were accompanied by an in-camera session with the Chief Executive Officer but absent other members of Management, and an in-camera session where neither the Chief Executive Officer nor other members of Management were 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 a committee of the Board).

The following table sets forth the Board and committee meeting attendance for the financial year ended December 31, 2022.

Independence of the Board

The Governance Disclosure Rule defines an “independent” director with reference to the definition of independence under National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“NI 52-110”), being a director who has no direct or indirect material relationship with the Company. 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 six out of the eight current members are “independent” directors within the meaning of NI 52-110 and under the applicable rules of the NYSE American. Mr. Jason Simpson is not considered “independent” as a result of his role as an executive officer, and Mr. Scott Langley, Newmont’s director nominee, is not considered “independent” as a result of Orla’s transactional relationship with Newmont. Messrs. Charles Jeannes, Jean Robitaille, Tim Haldane and David Stephens and Mss. Elizabeth McGregor and Tamara Brown are each considered to be “independent” directors of the Company under NI 52-110 and under the applicable rules of the NYSE American.

If the proposed Nominees put forth by Management are elected at the Meeting, the Board will be comprised of nine directors, seven of whom (Messrs. Jeannes, Robitaille, Haldane, Stephens and Mss. McGregor, Brown and Ríos) will be considered “independent” directors and two of whom (Messrs. Simpson and Langley) will not be considered “independent”.

In December 2019, the Company entered into a loan agreement with Trinity Capital Partners Company (“Trinity Capital”) and certain other lenders with respect to a US$125 million project finance facility (“Facility”) for the development of the Camino Rojo Oxide Gold Project located in Zacatecas, Mexico. The Facility was arranged by Trinity Capital and included a large syndicate of 29 lenders led by Agnico-Eagle, Pierre Lassonde and Trinity Capital. The Company’s key objective with respect to the Facility was to align the interests of Shareholders and debtholders by building a syndicate of lenders that included some of the Company’s key Shareholders. All key decisions related to the Facility were managed by a group of lenders representing 75% of the syndicate (“Majority Lenders”). The Majority Lenders exercised influence and acted as representatives for the rest of the syndicate. Certain directors (Mr. Jeannes, Ms. McGregor and Mr. Stephens) participated in the Facility as minority lenders, were not part of the Majority Lenders and therefore acted as passive investors with no influence or control over the decisions made by the Majority Lenders on behalf of the syndicate as a whole. In aggregate, the participation of the directors represented 2% of the Facility and such participation was not considered material to the Facility or to the individual directors. The Facility, including the participation of Mr. Jeannes, Ms. McGregor and Mr. Stephens, was considered, and ultimately approved by the Board, other than the participating directors. The directors who participated as lenders declared and disclosed their interest in the Facility to the Board, and did not vote on the matter nor did they participate in the negotiation of the terms of the Facility. On April 28, 2022, the Company entered into a credit agreement with a syndicate of new lenders and the Facility was repaid in full in accordance with its terms. As a result, Mr. Jeannes, Ms. McGregor and Mr. Stephens ceased to be lenders to the Company. The CGNC has considered Mr. Jeannes, Ms. McGregor and Mr. Stephens’ prior participation in the Facility and concluded that such participation did not and does not, in any way, result in a

relationship with the Company that could reasonably be expected to impact such directors’ independent judgement or interfere with their objectivity.

In previous years, Institutional Shareholder Services (“ISS”), a proxy advisory firm, determined that Mr. Jeannes, Ms. McGregor and Mr. Stephens were not “independent” of the Company due to their participation in the Facility. ISS’ policy considers participation in a banking syndicate by a non-lead bank to constitute a transactional relationship with the Company. In light of ISS’ determination, the Board has adopted a policy that prohibits independent directors of the Company from participating in a banking syndicate in the future. This policy also requires the CGNC to assess and determine director independence at each quarterly meeting and, in doing so, consider applicable securities laws and the rules of the NYSE American, as well as other matters the CGNC considers relevant, including investor and proxy voting guidelines. The CGNC will make a recommendation to the Board regarding its determination and the Board, as a whole, will do the same, in each case, with any non-independent directors abstaining from voting. The policy also requires new directors to advise the CGNC of any potential relationship that may compromise their independence, as well as requiring existing directors to advise the CGNC of any new information or changes regarding their independence on an ongoing basis.

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 Company 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 Company’s website at www.orlamining.com.

Chief Executive Officer

The Chief Executive Officer of the Company is responsible for managing the business and affairs of the Company 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 Company’s website at www.orlamining.com.

Orientation and Continuing Education

Given the size and stage of the Company, 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 Company to understand their legal obligations as directors.

The Company 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 Company. To facilitate ongoing education, the CGNC will: (a) periodically canvass the directors to determine their training and education needs and interests; (b) arrange for directors to visit the Company’s development and operating 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; and (d) encourage and facilitate presentations by outside experts to the Board and committees on matters of particular importance or emerging significance. The Environmental, Sustainability, Health and Safety Committee also coordinates visits to the Company’s project sites for the directors, with the last such visit being to Camino Rojo in March 2022.

At each quarterly Board meeting, Management makes a presentation to the Board regarding various elements of the Company’s business, including investor relations, operational matters, exploration, sustainability, health and safety, regulatory matters, legal updates, corporate development, cybersecurity, as well as a comprehensive overview of the Company’s financial performance, anticipated future financial results and market trends. In addition, together with the Company’s Corporate Counsel, the Chair of the Board and the Chair of the CGNC continually review 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 Company’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 Company’s projects. Board members have full access to the Company’s records.

Ethical Business Conduct

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.

Compliance with all applicable laws and regulations is essential to the conduct of the Company’s business and is the foundation on which the Company’s ethical standards are built. Employees, officers, the Board, consultants and contractors have a responsibility to meet and exceed the standards contemplated in the laws and regulations of each country in which the Company operates. If any such individual has any questions regarding the best course of action to take in a particular situation or suspects a possible violation of a law, regulation or of the Code, then such person should promptly contact the Chief Financial Officer who, depending on the issue raised will convey any concern to the Chair of the Audit Committee or to the Chief Executive Officer as the case may require. Every reasonable effort will be made to ensure the confidentiality of those furnishing information. Concerns which regard the Chief Financial Officer are to be addressed to the Chair of the Audit Committee. The Company encourages its representatives to raise possible ethical issues and will not tolerate retaliatory action against any individual for raising legitimate concerns or questions regarding ethics matters or for reporting suspected violations in good faith.

The Company expects its representatives to take all responsible steps to prevent a violation of the Code. Any representative who observes or otherwise becomes aware of any illegal or unethical behaviour shall report the violation as soon as reasonably possible in accordance with the Company’s Whistleblower Policy. Representatives are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action to take in a particular situation. Representatives may also contact a member of senior management or the Chair of the Audit Committee if appropriate. The Company has also put in place an independent and confidential alternative reporting channel. The Whistleblower Policy provides that concerns and/or complaints will be kept confidential and may be communicated anonymously if desired. Following the receipt of any complaints submitted hereunder, 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 Company’s website at www.orlamining.com and a copy of the Code has also been filed on SEDAR and may be accessed under the Company’s profile at www.sedar.com and in the U.S. on EDGAR at www.sec.gov.

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 Company’s corporate governance policies. The Board and Management are also required to review and certify that they have read the Code on an annual basis.

In addition, as some of the directors of the Company 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 or her interest and is not entitled to vote at meetings which involve such conflict.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee or HRCC is currently comprised of four independent directors, being Messrs. Robitaille (Chair) and Jeannes and Mss. McGregor and Brown, each of whom is considered to be independent within the meaning of NI 52-110 and under the applicable rules of the NYSE American.

The HRCC 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, members of the Board and employees and for submitting recommendations to the Board in this regard. In addition, the HRCC 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.

See “Statement of Executive Compensation – Executive Compensation Discussion and Analysis” below for details regarding the Company’s objectives and philosophy regarding executive compensation and the application of this philosophy to the Company’s executive compensation arrangements. During the financial year ended December 31, 2022, the HRCC met six times.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee or CGNC is currently comprised of three independent directors, being Messrs. Stephens (Chair), Jeannes and Haldane, each of whom is considered to be independent within the meaning of NI 52-110 and under the applicable rules of the NYSE American.

The CGNC is in place to provide a focus on governance that will enhance the Company’s performance, to monitor compliance to the Code, 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 CGNC’s charter is available on the Company’s website at www.orlamining.com. During the financial year ended December 31, 2022, the Corporate Governance and Nominating Committee met four times.

Audit Committee

The Audit Committee is currently comprised of four independent directors, being Mss. McGregor (Chair) and Brown and Messrs. Stephens and Jeannes. All members of the Audit Committee are considered to be (i) independent within the meaning of NI 52-110 and within the meaning of Rule 10A-3 under the Exchange Act and the applicable rules of the NYSE American; and (ii) considered to be financially literate within the meaning of NI 52-110 and the applicable rules of the NYSE American. The Board has determined that each of Mss. McGregor and Brown and Messrs. Stephens and Jeannes is an “audit committee financial expert” within the meaning of the applicable U.S. securities laws.

The Audit Committee is responsible for the Company’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 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, receives quarterly reports from Management on the Company’s cybersecurity program and annually reviews the Company’s insurance policies. In performing its duties, the Audit Committee maintains effective working relationships with the Board, Management and the external auditors and monitors the performance and independence of those auditors. The full text of the Audit Committee’s charter is available on the Company’s website at www.orlamining.com. During the financial year ended December 31, 2022, the Audit Committee met four times.

The aggregate fees billed by the Company’s external auditors in each of the last two financial years are as follows:

Additional information with respect to the Audit Committee can be found in the Company’s most recent Annual Information Form, available on Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov or on its website at www.orlamining.com.

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, both of whom are considered to be independent within the meaning of NI 52-110 and under the applicable rules of the NYSE American, 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

Company and monitor and review the regulatory issues related to health, safety, the environment and sustainable development (including climate change and water management). 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 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.

During the financial year ended December 31, 2022, the Environmental, Sustainability, Heath and Safety Committee met four times.

Assessment of Board Performance

Led by the independent Chair of the CGNC, 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 CGNC is responsible for ensuring the questionnaire covers all necessary topics of discussion and for gathering the feedback from other directors or the Company.

Director Term Limits and Other Mechanisms of Board Renewal

The Company 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 the CGNC comprised solely of independent directors to provide a focus on governance that will enhance the Company’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 CGNC 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 CGNC 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, the Board 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 Company 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 Company’s operational boundaries. In keeping with this commitment, Orla has adopted an Environmental, Sustainability and Health & Safety Policy. The Company 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 Company 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 Company’s website at www.orlamining.com.

Corporate Social Responsibility Policy

The Company 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 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.

Share Ownership Policy

The Company has adopted a Share Ownership Policy in order to align the interests of certain officers and the directors of the Company with those of the Company’s Shareholders by requiring such persons to own a significant number of Common Shares. Such individuals are required to hold Common Shares equal to the following multiples of base cash retainer in the case of directors and annual salary in the case of officers:

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. For the purpose of calculating the value of the Common Shares held, restricted share units (“RSUs”) and deferred share units (“DSUs”), whether vested or not vested are included; however, performance share units (“PSUs”), unexercised stock options (whether vested or not vested) and Common Shares issuable upon the exercise of share purchase warrants or any other convertible securities of the Company are not counted toward the ownership guidelines set out in the Share Ownership Policy.

Individuals are required to comply with this policy by the fifth anniversary of the date of the individual’s date of hire or appointment. If a participant fails to comply with the policy, a retention ratio requirement would apply to the participant on future vesting of stock options or RSUs. The full text of the Share Ownership Policy is available on the Company’s website at www.orlamining.com.

The following table shows each director and officer’s holdings as of December 31, 2022 and whether they have met the requirement under the Share Ownership Policy.

Notes:

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, 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. The full text of the Corporate Disclosure Policy is available on the Company’s website at www.orlamining.com.

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. The full text of the Insider Trading Policy is available on the Company’s website at www.orlamining.com.

Whistleblower Policy

For a summary of the Company’s Whistleblower Policy see “Corporate Governance – Ethical Business Conduct” above or see the full text available on the Company’s website at www.orlamining.com.

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. The full text of the Clawback Policy is available on the Company’s website at www.orlamining.com.

Anti-Hedging Policy

The Company has adopted a formal Anti-Hedging Policy, the objective of which is to prohibit individuals who are subject to the policy 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. The full text of the Anti-Hedging Policy is available on the Company’s website at www.orlamining.com.

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. The full text of the Diversity Policy is available on the Company’s website at www.orlamining.com.

In accordance with the Diversity Policy, the CGNC 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 CGNC 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 CGNC 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 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 CGNC 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 the Company’s 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 CGNC will follow its charter and, with the assistance of the Board skills matrix discussed above under “Board Composition and Experience”, 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 CGNC will also consider the following with respect to recommending nominees for election to the Board:

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 Company has not established targets regarding the representation of members of designated groups on the Board or executive officer positions at this time, as it believes it has adopted sufficient practices and mechanisms for ensuring diversity. Further to its Diversity Policy, the Company will continue to consider appropriate methods of achieving enhanced diversity at the Board level, including without limitation, changes to the Diversity Policy to include the adoption of a formal commitment to achieve a defined percentage of women on the Board within a defined timeframe.

Representation of Designated Groups

The following table sets forth the representation of designated groups among the Board and Management as of the date of this Circular. As of the date of this Circular, there are eight members of the Board (including Jason Simpson, the President and Chief Executive Officer of the Company) and seven members of Management (not including Mr. Simpson). Following the Meeting, and assuming all Nominees are elected to the Board, the Board will consist of nine members.

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LETTER FROM THE CHAIR OF THE HUMAN
RESOURCES AND COMPENSATION COMMITTEE

Dear Shareholders,

On behalf of the Board of Directors and the Human Resources and Compensation Committee (or HRCC), thank you for your continued support.

2022 was a monumental year for Orla Mining. With the successful commissioning of the Camino Rojo Oxide Mine on time and under budget, we made the transition from developer to a cash flowing gold producer. We achieved this important milestone while maintaining the health and safety or our employees, protection of the local communities in the jurisdictions in which we operate and a strong environmental record, all despite the challenges posed by the COVID-19 pandemic. In the last two years, the mining industry and global economy have been challenged by inflationary pressures and supply chain issues. Despite these challenges, we have continued to operate Camino Rojo at an industry leading all-in sustaining cost and produced gold at the high end of our increased 2022 annual production guidance.

Camino Rojo represents the foundation upon which we will continue to grow. In 2022 we renewed our focus on our growth pipeline, which included increased exploration spending and the addition of the South Railroad Project to our portfolio through the acquisition of Gold Standard Ventures Corp. (Gold Standard). The South Railroad Project is a permitting-stage, open pit, heap leach project located on the Carlin trend in Nevada, USA.

On the corporate side, we strengthened our balance sheet by completing the re-financing of our project loan in April 2022 and we advanced our Environmental, Social Governance (ESG) efforts, which included the appointment of Chafika Eddine as Chief Sustainability Officer. We continue to make efforts on our ESG program and we expect to release our first sustainability report in 2023.

As we have transitioned from developer to producer, we have also updated our approach to executive compensation. As outlined in the 2022 Information Circular, we made substantial updates to our executive compensation program for 2022 and we continued to do so in 2023. For my first year as Chair of the HRCC, I am pleased to discuss how our accomplishments and challenges informed the compensation outcomes for 2022, as well as the committee’s activities and improvements to our compensation programs for 2023 and beyond.

Performance Results for 2022

Our approach to executive compensation reflects a “pay-for-performance” philosophy. To this end, on an annual basis we establish corporate objectives and targets for our executives based on strategic priorities that drive our long-term growth and success. The corporate objectives for 2022 were focused on ESG performance, production and cost at Camino Rojo, and certain strategic objectives. Using the same methodology, personal objectives were also set based on each executive’s role. A summary of the corporate objectives and the Chief Executive Officer’s individual objectives is set out under the heading “Statement of Executive Compensation – 2022 Executive Compensation Discussion and Analysis – Short – Term Incentive Plan” below. At the end of the 2022 financial year, the HRCC reviewed the corporate and individual objectives and considered the relative difficulty of the objectives and the macro circumstances of the achievements.

We generally exceeded or far exceeded expectations for each of the corporate objectives in 2022. As a result, an overall corporate objective score of 160% for the 2022 short term incentive plan was applied based on the following achievements:

Activities and Changes for the 2023 Compensation Year

As we transitioned in 2022 to a cash flow producer, the HRCC undertook a comprehensive review of our executive compensation programs and related governance practices for the 2023 compensation year. Initiatives included the following:

consideration when considering our 2024 executive compensation program and, if deemed appropriate, we will consult with Shareholders to understand any concerns.

Additional details on these initiatives and changes for the 2023 compensation year are discussed below under “Statement of Executive Compensation – Changes to 2023 Executive Compensation Pay and Design”.

Conclusion

With the improvements made in 2022 and 2023, the HRCC believes that our executive compensation program will achieve the objectives of aligning executives’ interests with those of our Shareholders, encouraging and motivating outstanding performance and linking compensation outcomes with short- and long-term objectives. However, compensation programs are not static. We will continue to review and consider ways to align our programs and policies and related governance practices with our compensation philosophy and evolving market practices.

On behalf of the Human Resources and Compensation Committee,

(signed) “Jean Robitaille”

Jean Robitaille

Chair of the Human Resources and Compensation Committee

Statement of Executive Compensation

2022 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 Company’s Chief Executive Officer or Chief Financial Officer during the financial year ended December 31, 2022 and each of the three other most highly compensated executive officers of the Company for the financial year ended December 31, 2022, whose annual aggregate compensation exceeded $150,000 (collectively, the “Named Executive Officers” or “NEOs”).

The Named Executive Officers for the financial year ended December 31, 2022 were:

This Compensation Discussion and Analysis section of this Circular sets out the Company’s objectives and philosophy regarding executive compensation and the application of this philosophy to the Company’s executive compensation arrangements. It also provides an analysis of the Company’s compensation design, and the decisions the HRCC made in and subsequent to the financial year ended December 31, 2022, with respect to the Named Executive Officers.