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This website is owned and operated by Orla Mining Ltd. (“Orla” or the “Company”). By using this website, you agree to the following terms and conditions of use.

General Disclaimer and Currency of Information

Orla updates the information on this website regularly. However, such information is not intended to be a comprehensive review of all matters and developments concerning Orla and Orla cannot guarantee the accuracy, currency or completeness of the information at all times and assumes no responsibility in this regard. Information posted to the website is accurate at the time of posting, but may be superseded by subsequent disclosures.

Orla has taken all reasonable care in producing and publishing information contained on this web site, and will endeavor to do so regularly. Material on this website may still contain technical or other inaccuracies, omissions, or typographical errors, for which Orla assumes no responsibility. Orla does not warrant or make any representations regarding the use, validity, accuracy, completeness or reliability of any claims, statements or information on this website. Under no circumstances, including, but not limited to, negligence, shall Orla be liable for any direct, indirect, special, incidental, consequential, or other damages, including but not limited to, loss of programs, loss of data, loss of use of computer of other systems, or loss of profits, whether or not advised of the possibility of damage, arising from your use, or inability to use, the material on this website.

The information is not a substitute for independent professional advice before making any investment decisions. Furthermore, you may not modify or reproduce in any form, electronic or otherwise, any information on this website, except for personal use, unless you have obtained our express permission.

Cautionary Note Regarding Forward-Looking Statements

This website contains “forward-looking information” within the meaning of applicable securities legislation. All statements other than statements of historical facts constitute forward-looking information, including but not limited to, but are not limited to, statements regarding the results of the feasibility study on the Camino Rojo project in Mexico (the “Camino Rojo Project”) and the results of the pre-feasibility study on the Cerro Quema project in Panama (the “Cerro Quema Project”), including but not limited to mine plan and operations, internal rate of return, sensitivities, taxes, net present value, potential recoveries, design parameters, operating costs, capital costs, production data, life of mine and economic potential; mining dilution assumptions; exploration potential and planned exploration programs, including expected expenditures at the Camino Rojo Project and the Cerro Quema Project; mineral resource and mineral reserve estimations; the potential for discovery of additional mineral resources and mineral reserves; the timing and costs for production; permitting and financing timelines and requirements; sustaining costs and operating costs; interpretations and assumptions regarding joint venture and potential contract terms; closure costs and requirements; requirements for additional land; upside opportunities including pit wall angles, land agreements, the development of the sulphide mineral resources; Orla’s ability to obtain required mine licences, permits, regulatory approvals and agreements with third parties; availability of sufficient water; expectations regarding commodity prices and exchange rates; community and Ejido relations; competition for, among other things, capital, acquisitions of mineral resources and mineral reserves, undeveloped lands and skilled personnel; the ability to secure the required capital to conduct planned exploration programs, studies and construction; and the Company’s objectives and strategies.  Words such as “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “goal”, “aim”, “intend”, “continue”, “budget”, “estimate”, “may”, “will”, “can”, “could”, “should”, “schedule” and similar expressions, or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions, often, but not always, identify forward-looking statements.

Forward-looking statements are based upon a number of factors and assumptions that, if untrue, could cause actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the expectations and beliefs of management, including that the Company can access financing, appropriate equipment and sufficient labour; assumed and future price of gold and silver; anticipated costs; ability to achieve goals; that the political and legal environment in which the Company operates; that all required permits and approvals will be obtained; that there will be no material adverse change affecting the Company, its properties or the political and legal environment in which the Company operates; the discovery of mineral resources and mineral reserves on the Company’s material properties; the obtaining of agreements with third parties; the impact of the COVID-19 pandemic on the operations of the Company; the Company’s ability to operate in a safe, efficient and effective manner; that the Company’s activities will be carried out in accordance with the Company’s public statements and stated goals; and assumptions related to the risk factors set forth below. While these factors and assumptions are considered reasonable by the Company as at the date the statements are made in light of management’s experience and perception of current conditions and expected developments, these statements are inherently subject to significant business, economic and competitive uncertainties and contingencies. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking include, but are not limited to: (i) access to additional capital; (ii) risks related to uncertainties inherent in the preparation of feasibility studies, pre-feasibility studies and the estimation of mineral resources and mineral reserves, including changes in the economic parameters; (iii) community, health, safety and environmental risks; (iv) success of exploration, development and operations activities; (v) risks relating to foreign operations and expropriation or nationalization of mining operations; (vi) delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; (vii) delays in getting access from surface rights owners and risks relating to not securing agreements with third parties or not receiving required permits; (viii) uncertainty in estimates in production, capital and operation costs and potential of production and cost overruns; (ix) the impact of Panamanian or Mexican laws regarding foreign investment; (x) the fluctuating price of gold and silver, and currency and interest rates; (xi) risks that the interpreted drill results may not accurately represent the actual continuity of geology or grade of the deposit, bulk density measurements may not be representative, interpreted and modelled metallurgical domains may not be representative and metallurgical recoveries may not be representative; (xii) assessments by taxation authorities in multiple jurisdictions; (xiii) uncertainties related to title to mineral properties; (xiv) the Company’s ability to identify, complete and successfully integrate acquisitions; (xv) volatility in the market price of Company’s securities; (xvi) delays in or failure to enter into a subsequent agreement with Fresnillo plc with respect to the Camino Rojo Project; (xvii) risks related to the impact of the COVID-19 pandemic on the Company’s operations; (xviii) health, safety and environmental risks; and (xix) the risks associated with executing on the Company’s objectives and strategies. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.  See the section entitled “Risk Factors” in the Company’s most recently filed Annual Information Form and management’s discussion and analysis (“MD&A”) for additional risk factors that could cause results to differ materially from forward-looking statements.

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

Technical Information

The mineral reserve and mineral resource estimates reported on this website were prepared in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), as required by Canadian securities regulatory authorities. You are advised to refer to the latest Annual Information Form and MD&A of the Company and the other continuous disclosure documents publicly available under the Company’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov  for detailed information regarding the mineral reserve and mineral resource estimates contained on this website.

Further details with respect to the scientific and technical information contained in this website can be found in the following NI 43-101 technical reports which are available on this website and on SEDAR and EDGAR profiles of the Company at www.sedar.com and www.sec.gov, respectively:

  • "Unconstrained Feasibility Study NI 43-101 Technical Report on the Camino Rojo Gold Project – Municipality of Mazapil, Zacatecas, Mexico", dated January 11, 2021
  • “Project Pre-Feasibility Updated NI 43-101 Technical Report on the Cerro Quema Project” dated January 18, 2022

Andrew Cormier, Chief Operating Officer of the Company, is a “qualified person” as such term is defined in NI 43-101 and has reviewed and approved the technical information and data included in this website and has verified that no limitations were imposed on his verification process of the website. The information contained herein is subject to all of the assumptions, qualifications and procedures set out in each of the technical reports and reference should be made to the full details of the technical reports.

Cautionary Note to United States Investors Regarding Presentation of Mineral Reserve and Mineral Resource Estimates

The mineral reserve and mineral resource estimates reported on this website have been prepared in accordance with Canada standards for reporting of mineral resource and mineral reserve estimates, which differ from the standards of United States securities laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources”, “indicated mineral resources”, “measured mineral resources” and “mineral resources” used or referenced on this website are Canadian mineral disclosure terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”). These definitions differ significantly from the definitions in Industry Guide 7 (“SEC Industry Guide 7”) under the U.S. Securities Act of 1933, as amended, which applied to U.S. filings prior to January 1, 2021. Under such U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Also, under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the United States Securities and Exchange Commission (“SEC”). The Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained on this website that describes the Company’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the current SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 were rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. If the Company ceases to be a foreign private issuer or lose its eligibility to file its annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the SEC Modernization Rules which differ from the requirements of NI 43-101.

As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM Definition Standards that are required under NI 43-101. While the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, U.S. investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources that the Company reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, U.S. investors are also cautioned not to assume that all or any part of the “inferred mineral resources” exist. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. While the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules or the prior standard under SEC Industry Guide 7.

Disclaimer of Warranties

You understand and agree that your use of the website, its content, and any services or items found or attained through the website is at your own risk. The website, its content, and any services or items found or attained through the website are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Neither the Company nor any affiliates nor their respective directors, officers, employees, agents or service providers makes any warranty, representation or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency or availability of the website or its contents. Without limiting the foregoing, neither the Company nor any affiliates nor their respective directors, officers, employees, agents or service providers represents or warrants that the website, its content, or any services or items found or attained through the website will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our website or the server that makes it available are free of viruses or other harmful components.

We cannot and do not guarantee or warrant that any files or data that may be available for downloading from the internet or the website will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Website and your computer, internet and data security. To the fullest extent provided by law, we will not be liable for any loss or damage caused by denial-of-service attack, distributed denial-of-service attack, overloading, flooding, mailbombing or crashing, viruses, trojan horses, worms, logic bombs, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the website or any services or items found or attained through the website or to your downloading of any material posted on it, or on any website linked to it.

Exclusion of Liability

Orla shall not be liable for any claims, expenses, damages (including direct, indirect, incidental, special, consequential or punitive damages), or loss of profits, opportunities or information, under any theory of liability, arising from:

  • the use of or reliance on information contained in this website or any linked websites;
  • any inaccuracy or omission in such information or failure to keep the information current;
  • use of any third-party websites linked to this website;
  • any Internet software used in connection with this website or linked websites or computer viruses or other destructive programs encountered as a result of using this website or any linked websites; and
  • any other matter connected with this website or any linked websites, even if Orla is made aware of the possibility of such claims, expenses, damages or losses.

Orla Not Responsible for Linked Websites

From time to time, Orla may provide links to third party websites for your convenience only and the inclusion of these links does not imply that Orla monitors or endorses these websites. Accordingly, Orla accepts no responsibility for such websites.

Website is Provided as a Service Only

This website is not intended as a solicitation or offering of securities in any jurisdiction and the information contained herein in no way should be construed or interpreted as such. No securities commission or other regulatory authority in Canada, the United States or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by Orla to that effect. The information on this website is not intended to modify, qualify, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to Orla and should not be used for the purpose of making investment decisions concerning Orla securities.

Geographic Restrictions

The owner of the website is based in British Columbia, Canada. This website is not intended for use in any jurisdiction where its use is not permitted. If you access the website from outside Canada you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

Intellectual Property

You understand and agree that the website and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name, the Company logo, and all related names, logos, product and service names, designs, images and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on this website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.

You may only use the website for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website, in any form or medium whatsoever except:

  1. your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and
  2. a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.

Users are not permitted to modify copies of any materials from this website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this website. You must not access or use for any commercial purposes any part of the website or any services or materials available through the website.

If you print off, copy or download any part of our website in breach of these terms and conditions, your right to use our website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the website or to any content on the website, and all rights not expressly granted are reserved by the Company. Any use of the website not expressly permitted by these terms and conditions is a breach of these terms and conditions and may violate copyright, trademark, and other intellectual property laws.

Termination

We may terminate your access to all or part of the website at any time for any reason or no reason, including without limitation, any violation of these terms and conditions.

Waiver

No waiver under these terms and conditions is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these terms and conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Severability

If any term or provision of these terms and conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these terms and conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

Governing Law

The website and these terms and conditions will be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of the province of British Columbia or any other jurisdiction) and notwithstanding your domicile, residence or physical location.

Any action or proceeding arising out of or relating to this website and under these terms and conditions will be instituted in the courts of the province of British Columbia and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

Entire Agreement

These terms and conditions constitute the sole and entire agreement between you and the Company regarding this website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Privacy Statement

Orla’s website does not collect any personal information about visitors to this website other than that which is specifically and knowingly provided by you. The personal information collected through this website will only be used to communicate with you will not be disclosed to any third party unless otherwise stated at the time of collection. We may use third party service providers to collect, process or store personal information on our behalf and some of these service providers may be located in jurisdictions outside of Canada where applicable law provides for a different level of protection for personal information than in Canada. If you would like to receive further information about our policies and practices regarding the of service providers located outside of Canada or have further questions, please contact us at info@orlamining.com

Orla does collect and maintain statistics relating to the number of visits to the website, the types of browsers used and the Internet Protocol Address of the originator. This information is used only for internal website analysis purposes.

By using this website you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the website may not function adequately.

 


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