Orla Mining Ltd 2025年度报告

EXPLANATORY NOTE Orla Mining Ltd. (the “Company”) is a Canadian issuer eligible to file its annual report pursuant to Section13 of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), on Form40-F pursuant to the multi-jurisdictionaldisclosure system (“MJDS”) of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule3b-4 DOCUMENTS INCORPORATED BY REFERENCE The following documents, or the portions thereof indicated below, that are filed as exhibits to this Annual Report, areeach hereby incorporated herein by reference: Annual Information Form The Company’s Annual Information Form(“AIF”) is filed asExhibit99.1to this Annual Report on Form40-F (the“Annual Report”). Management’s Discussion and Analysis The Company’s management’s discussion and analysis for the year ended December31, 2025 (“MD&A”) is filedasExhibit99.2to this Annual Report. Audited Annual Financial Statements The Company’s audited annual consolidated financial statements as at and for the years ended December 31, 2025 and2024 (the “Audited Financial Statements”) are filed asExhibit99.3to this Annual Report. FORWARD-LOOKING STATEMENTS This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of1933, as amended (the “Securities Act”), Section 21E of the Exchange Act, the Private Securities Litigation ReformAct of 1995 or in rules and releases made by the United States Securities and Exchange Commission (“SEC”), all asmay be amended from time to time, as well as Canadian securities legislation and all other applicable securitieslegislation (referred to herein as “forward-looking statements”). Forward-looking statements are included to provide Forward-looking statements include, but are not limited to, statements regarding: statements regarding: the estimationof Mineral Resources and Mineral Reserves (as defined in the AIF); projected production rates, all-in sustaining costs(“AISC”), cash costs, sustaining and operating costs, mine production plans, and projected mining and processrecovery rates; proposed exploration plans and expected results, costs, and timing thereof; preliminary economicassessments and feasibility studies and the economic results thereof, including future production, processing,recoveries, revenues, net present value, internal rate of return, costs, payback period, cash flows, dilution assumptions,the concentrate market, sensitivities, expenses, and other similar information; timeline for receipt of any requiredagreements, approvals, or permits; closure costs and requirements; the timing of permitting, construction andproduction of the South Railroad Project; Orla’s ability to obtain required mine licences, mine permits, requiredagreements with third parties, and regulatory approvals required in connection with exploration plans and futuremining operations; community and ejido relations; the expected price of gold and silver; currency exchange rates; the Forward-looking statements are based upon a number of factors and assumptions that, if untrue, could cause actualresults, performance, or achievements to be materially different from future results, performance or achievementsexpressed or implied by such statements. Forward-looking statements are based upon a number of estimates andassumptions that, while considered reasonable by the Company at this time, are inherently subject to significantbusiness, economic and competitive uncertainties and contingencies that may cause the Company’s actual financialresults, performance, or achievements to be materially different from those expressed or implied herein. Some of thematerial factors or assumptions used to develop forward-looking statements include, without limitation: the futureprice of gold and silver; anticipated costs and the Company’s ability to fund its programs; the Company’s ability tocarry on exploration, development, and mining activities; tonnage of ore to be mined and processed; ore grades andrecoveries; decommissioning and reclamation estimates; currency exchange rates remaining as estimated; prices forenergy inputs, labour, materials, supplies, and services remaining as estimated; the Company’s ability to secure and to Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors thatcould cause actual events or results to differ from those expressed or implied. There can be no assurance that suchstatements will prove to be accurate, as actual results and future events could differ materially from those anticipatedin such statements. Certain important factors that could cause actual results, performance or achievements to differmaterially from those in the forward-looking statements include, among others: uncertainty and variations in theestimation of Mineral Resources and Mineral Reserves; risks related to the Company’s indebtedness and gold prepay;risks related to exploration, development, and operation activities;