Exhibit 99.1
Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
Presented in United States dollars
ORLA MINING LTD.
Condensed Interim Consolidated Balance Sheets
(Unaudited - thousands of United States dollars)
| March 31, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 427,349 | $ | 420,776 | ||||
| Trade and other receivables | 6,351 | 9,906 | ||||||
| Derivative assets (note 13) | 33,000 | 32,000 | ||||||
| Value added taxes recoverable (note 9) | 22,884 | 16,684 | ||||||
| Inventory (note 8) | 96,926 | 85,718 | ||||||
| Prepaid expenses | 6,954 | 6,036 | ||||||
| 593,464 | 571,120 | |||||||
| Property, plant and equipment (note 12) | 1,325,921 | 1,320,739 | ||||||
| Exploration and evaluation properties (note 11) | 181,948 | 181,948 | ||||||
| Other non-current assets | 6,110 | 4,526 | ||||||
| TOTAL ASSETS | $ | 2,107,443 | $ | 2,078,333 | ||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Trade payables and accrued liabilities (note 14) | $ | 143,563 | $ | 111,924 | ||||
| Derivative liabilities (note 13) | 228,843 | 181,877 | ||||||
| Current portion of long term debt (note 15) | 20,000 | 20,000 | ||||||
| Deferred revenue (note 16) | 129,215 | 125,354 | ||||||
| Income taxes payable | 40,677 | 90,686 | ||||||
| 562,298 | 529,841 | |||||||
| Derivative liabilities (note 13) | — | 18,260 | ||||||
| Long term debt (note 15) | 286,073 | 335,735 | ||||||
| Lease obligations (note 17) | 9,134 | 6,347 | ||||||
| Deferred revenue (note 16) | 141,932 | 175,647 | ||||||
| Site closure provisions (note 18) | 106,169 | 106,848 | ||||||
| Other long term liabilities | 1,547 | 4,614 | ||||||
| Deferred tax liabilities | 243,862 | 244,887 | ||||||
| TOTAL LIABILITIES | 1,351,015 | 1,422,179 | ||||||
| SHAREHOLDERS' EQUITY | ||||||||
| Share capital (note 19) | 570,765 | 544,398 | ||||||
| Reserves | 21,103 | 22,590 | ||||||
| Accumulated other comprehensive loss | (3,830 | ) | (3,840 | ) | ||||
| Retained earnings | 168,390 | 93,006 | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | 756,428 | 656,154 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 2,107,443 | $ | 2,078,333 | ||||
| /s/ Jason Simpson | /s/ Elizabeth McGregor | |
| Jason Simpson, Director | Elizabeth McGregor, Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 2
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Unaudited - thousands of United States dollars, except per-share amounts)
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| REVENUE (note 3) | $ | 378,880 | $ | 140,670 | ||||
| COST OF SALES | ||||||||
| Operating costs (note 4(a)) | (95,407 | ) | (48,272 | ) | ||||
| Depletion and depreciation | (47,728 | ) | (16,799 | ) | ||||
| Royalties (note 4(b)) | (12,447 | ) | (3,345 | ) | ||||
| (155,582 | ) | (68,416 | ) | |||||
| EARNINGS FROM MINING OPERATIONS | 223,298 | 72,254 | ||||||
| EXPLORATION AND EVALUATION (note 5) | (6,032 | ) | (8,879 | ) | ||||
| GENERAL AND ADMINISTRATIVE EXPENSES (note 6) | (11,481 | ) | (15,802 | ) | ||||
| OTHER | ||||||||
| Interest income | 3,834 | 1,825 | ||||||
| Depreciation | (174 | ) | (120 | ) | ||||
| Share based payments (note 21) | (4,386 | ) | (3,318 | ) | ||||
| Interest and accretion expense (note 7) | (13,714 | ) | (6,799 | ) | ||||
| Fair value adjustments on financial instruments (note 13) | (46,650 | ) | (80,725 | ) | ||||
| Foreign exchange gain (loss) | 134 | (2,427 | ) | |||||
| Other gains (losses) | (1,214 | ) | (16 | ) | ||||
| (62,170 | ) | (91,580 | ) | |||||
| INCOME (LOSS) BEFORE TAXES | 143,615 | (44,007 | ) | |||||
| Income taxes (note 28) | (68,210 | ) | (25,825 | ) | ||||
| INCOME (LOSS) FOR THE PERIOD | $ | 75,405 | $ | (69,832 | ) | |||
| Items that may in future be reclassified to profit or loss: | ||||||||
| Fair value loss on cash flow hedging instruments | (1,436 | ) | — | |||||
| Other | 10 | (16 | ) | |||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | 73,979 | $ | (69,848 | ) | |||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (note 20) | ||||||||
| Basic (millions) | 344.2 | 322.4 | ||||||
| Diluted (millions) | 399.5 | 322.4 | ||||||
| EARNINGS (LOSS) PER SHARE (note 20) | ||||||||
| Basic | $ | 0.22 | $ | (0.22 | ) | |||
| Diluted | $ | 0.20 | $ | (0.22 | ) | |||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 3
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited - thousands of United States dollars)
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Income (loss) for the period | $ | 75,405 | $ | (69,832 | ) | |||
| Adjustments for items not affecting cash: | ||||||||
| Depreciation and depletion | 47,902 | 16,919 | ||||||
| Share based payments expense (note 21) | 4,386 | 3,318 | ||||||
| Fair value adjustments on financial instruments (note 13) | 46,650 | 80,725 | ||||||
| Deliveries of metal under the gold prepay (note 16) | (35,834 | ) | (11,535 | ) | ||||
| Unrealized foreign exchange loss | 291 | 2,565 | ||||||
| Other | 1,318 | 43 | ||||||
| Adjustments for: | ||||||||
| Advance received under the gold prepay (note 16) | — | 384,402 | ||||||
| Interest and accretion expense (note 7) | 13,714 | 6,799 | ||||||
| Income tax expense | 68,210 | 25,825 | ||||||
| Income taxes paid | (92,980 | ) | (32,979 | ) | ||||
| Income tax instalments paid | (25,575 | ) | (5,020 | ) | ||||
| Cash provided by operating activities before changes in non-cash working capital | 103,487 | 401,230 | ||||||
| Changes in non-cash working capital (note 23(b)) | 8,901 | 10,235 | ||||||
| Cash provided by operating activities | 112,388 | 411,465 | ||||||
| INVESTING ACTIVITIES | ||||||||
| Cash paid for acquisition of Musselwhite Mine Ltd. | — | (798,504 | ) | |||||
| Contingent consideration payment | (9,000 | ) | — | |||||
| Purchase of plant and equipment | (19,398 | ) | (10,731 | ) | ||||
| Expenditures on mineral properties | (30,122 | ) | (6,932 | ) | ||||
| Deposits and payments on long term assets | (1,584 | ) | 618 | |||||
| Cash used in investing activities | (60,104 | ) | (815,549 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Contingent consideration payment | (11,000 | ) | — | |||||
| Repayments of Credit Facility (note 15) | (35,000 | ) | — | |||||
| Proceeds from Credit Facility (note 15) | — | 250,000 | ||||||
| Convertible notes issued (note 15) | — | 200,000 | ||||||
| Transaction costs related to the Credit Facility (note 15) | — | (1,186 | ) | |||||
| Settlement of gold forward contracts | — | (23,587 | ) | |||||
| Proceeds from exercise of stock options and warrants | 7,996 | 5,286 | ||||||
| Interest paid | (5,240 | ) | (2,822 | ) | ||||
| Lease payments | (1,187 | ) | (212 | ) | ||||
| Cash provided by (used in) financing activities | (44,431 | ) | 427,479 | |||||
| Effects of exchange rate changes on cash | (1,280 | ) | (13 | ) | ||||
| Net increase in cash | 6,573 | 23,382 | ||||||
| Cash, beginning of period | 420,776 | 160,849 | ||||||
| CASH, END OF PERIOD | $ | 427,349 | $ | 184,231 | ||||
Supplemental cash flow information (note 23)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 4
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited - thousands of United States dollars)
| Common shares | ||||||||||||||||||||||||||||||||||||||||
| Number of shares (thousands) | Amount | Share based payments reserve | Hedge reserve | Warrants reserve | Equity component of convertible notes issued | Total | Accumulated Other Comprehensive Income (loss) | Accumulated deficit | Total | |||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | 321,678 | $ | 494,833 | $ | 12,131 | $ | — | $ | 13,051 | $ | — | $ | 25,182 | $ | (3,783 | ) | $ | (8,787 | ) | $ | 507,445 | |||||||||||||||||||
| Equity component of convertible notes | — | — | — | — | — | 1,000 | 1,000 | — | — | 1,000 | ||||||||||||||||||||||||||||||
| Warrants exercised (note 19) | 461 | 1,304 | — | — | (98 | ) | — | (98 | ) | — | — | 1,206 | ||||||||||||||||||||||||||||
| Options exercised (note 21) | 1,436 | 5,814 | (1,734 | ) | — | — | — | (1,734 | ) | — | — | 4,080 | ||||||||||||||||||||||||||||
| RSUs issued upon vesting (note 21) | 98 | 440 | (440 | ) | — | — | — | (440 | ) | — | — | — | ||||||||||||||||||||||||||||
| Share based payments (note 21) | — | — | 1,222 | — | — | — | 1,222 | — | — | 1,222 | ||||||||||||||||||||||||||||||
| Loss for the period | — | — | — | — | — | — | — | — | (69,832 | ) | (69,832 | ) | ||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | (16 | ) | — | (16 | ) | ||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 323,673 | $ | 502,391 | $ | 11,179 | — | $ | 12,953 | $ | 1,000 | $ | 25,132 | $ | (3,799 | ) | $ | (78,619 | ) | $ | 445,105 | ||||||||||||||||||||
| Balance at January 1, 2026 | 340,137 | $ | 544,398 | $ | 12,845 | $ | (127 | ) | $ | 8,872 | $ | 1,000 | $ | 22,590 | $ | (3,840 | ) | $ | 93,006 | $ | 656,154 | |||||||||||||||||||
| Conversion of convertible notes | 3,314 | 13,093 | — | — | — | — | — | — | — | 13,093 | ||||||||||||||||||||||||||||||
| Hedging loss transferred to inventory | — | — | — | 250 | — | — | 250 | — | — | 250 | ||||||||||||||||||||||||||||||
| Warrants exercised (note 19) | 2,188 | 11,435 | — | — | (422 | ) | — | (422 | ) | — | — | 11,013 | ||||||||||||||||||||||||||||
| Options exercised (note 21) | 26 | 146 | (41 | ) | — | — | — | (41 | ) | — | — | 105 | ||||||||||||||||||||||||||||
| RSUs issued upon vesting (note 21) | 262 | 1,693 | (1,693 | ) | — | — | — | (1,693 | ) | — | — | — | ||||||||||||||||||||||||||||
| Share based payments (note 21) | — | — | 1,855 | — | — | — | 1,855 | — | — | 1,855 | ||||||||||||||||||||||||||||||
| Income for the period | — | — | — | — | — | — | — | — | 75,405 | 75,405 | ||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | — | — | — | — | (21 | ) | (21 | ) | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | (1,436 | ) | — | — | (1,436 | ) | 10 | — | (1,426 | ) | |||||||||||||||||||||||||||
| Balance at March 31, 2026 | 345,927 | $ | 570,765 | $ | 12,966 | $ | (1,313 | ) | $ | 8,450 | $ | 1,000 | $ | 21,103 | $ | (3,830 | ) | $ | 168,390 | $ | 756,428 | |||||||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 5
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 1. | CORPORATE INFORMATION AND NATURE OF OPERATIONS |
Orla Mining Ltd. was incorporated in Alberta in 2007 and was continued into British Columbia in 2010 and subsequently into Ontario under the Business Corporations Act (Ontario) in 2014. In 2016, the Company was continued as a federal company under the Canada Business Corporations Act. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries. The registered office of the Company is located at Suite 2020, 666 Burrard Street, Vancouver, Canada.
The Company is engaged in the acquisition, exploration, development, and exploitation of mineral properties, and holds the Musselwhite Mine in Ontario, Canada, the Camino Rojo gold and silver mine in Zacatecas State, Mexico, the South Carlin Complex in Nevada, USA, and the Cerro Quema gold project in Panama.
| 2. | BASIS OF PREPARATION |
| (a) | Statement of compliance and basis of presentation |
We have prepared these condensed interim consolidated financial statements of the Company in accordance with IAS 34 «Interim Financial Reporting» as issued by the International Accounting Standards Board, and do not include all the information required for full annual financial statements.
The preparation of these condensed interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
These condensed interim consolidated financial statements are presented in United States dollars and include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. In these financial statements, $ means United States dollars and C$ means Canadian dollars.
On May 8, 2026, the Board of Directors approved these condensed interim consolidated financial statements for issuance.
| (b) | Going concern |
These condensed interim consolidated financial statements have been prepared on a going concern basis, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future.
Page 6
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (c) | Basis of consolidation |
These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. Where necessary, we have made adjustments to the financial statements of subsidiaries to bring their accounting policies in line with the accounting policies of the consolidated group.
Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition or control and up to the effective date of disposition or loss of control. Control is achieved when the Company has power over the investee, is exposed to or has rights to variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee.
Orla Mining Ltd. is the ultimate parent entity of the group. At March 31, 2026, the main operating subsidiaries of the Company, their geographic locations, and the ownership interests held by the Company, were as follows:
| Name | Principal activity | Ownership | Location | |||||
| Musselwhite Mine Ltd. | Production | 100 | % | Canada | ||||
| Minera Camino Rojo SA de CV | Production | 100 | % | Mexico | ||||
| Gold Standard Ventures (US) Inc. | Exploration | 100 | % | USA | ||||
| Minera Cerro Quema SA | Exploration | 100 | % | Panama | ||||
| (d) | Material accounting policy information |
These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as at and for the years ended December 31, 2025 and 2024.
We applied the same accounting policies in these condensed interim consolidated financial statements as those applied in the Company’s audited consolidated financial statements as at and for the year ended December 31, 2025.
| (e) | Significant judgements and estimates |
In preparing these condensed interim consolidated financial statements, the significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements as at and for the year ended December 31, 2025.
Page 7
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 3. | REVENUE |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Gold | $ | 373,034 | $ | 135,137 | ||||
| Silver | 5,846 | 5,533 | ||||||
| Revenue | $ | 378,880 | $ | 140,670 | ||||
| Customer A | $ | 176,922 | $ | 39,633 | ||||
| Customer B | 146,864 | 64,078 | ||||||
| Customer C | 26,629 | 25,914 | ||||||
| Others | 28,465 | 11,045 | ||||||
| Revenue | $ | 378,880 | $ | 140,670 | ||||
During the three months ended March 31, 2026, two customers each contributed more than 10% of total revenues for a combined total of approximately 85% of revenues. The Company is not economically dependent on any specific customers for the sale of its product because gold can be sold through numerous gold traders worldwide.
| 4. | COST OF SALES |
| (a) | Operating costs |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Mining and processing costs | $ | 94,991 | $ | 47,253 | ||||
| Refining and transportation costs | 416 | 1,019 | ||||||
| $ | 95,407 | $ | 48,272 | |||||
| (b) | Royalties |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Camino Rojo Oxide NSR royalty | $ | 1,746 | $ | 1,835 | ||||
| Mexican Extraordinary Mining Duty | 884 | 930 | ||||||
| Musselwhite royalty | 9,817 | 580 | ||||||
| $ | 12,447 | $ | 3,345 | |||||
Page 8
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 5. | EXPLORATION AND EVALUATION EXPENSES |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Camino Rojo | $ | 907 | $ | 1,534 | ||||
| Musselwhite | 1,076 | 225 | ||||||
| South Railroad | 2,757 | 3,542 | ||||||
| Cerro Quema | 1,181 | 3,443 | ||||||
| Other | 111 | 135 | ||||||
| $ | 6,032 | $ | 8,879 | |||||
| 6. | GENERAL AND ADMINISTRATIVE EXPENSES |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Office and administrative | $ | 1,267 | $ | 1,231 | ||||
| Professional fees | 7,034 | 11,355 | ||||||
| Regulatory and transfer agent | 350 | 475 | ||||||
| Salaries and benefits | 2,830 | 2,741 | ||||||
| $ | 11,481 | $ | 15,802 | |||||
Page 9
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 7. | INTEREST AND ACCRETION EXPENSE |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Interest expense | ||||||||
| Amended Credit Facility (note 15) | $ | 2,800 | $ | 1,650 | ||||
| Convertible notes (note 15) | 2,078 | 764 | ||||||
| Interest expense on lease liabilities (note 17) | 214 | 49 | ||||||
| Other | 148 | 430 | ||||||
| Interest expense | 5,240 | 2,893 | ||||||
| Accretion expense | ||||||||
| Accretion of site closure provisions (note 18) | 1,071 | 378 | ||||||
| Deferred revenue (note 16) | 5,980 | 3,050 | ||||||
| Convertible notes (note 15) | 1,324 | 445 | ||||||
| Credit Facility inception costs (note 15) | 99 | 33 | ||||||
| Accretion expense | 8,474 | 3,906 | ||||||
| Interest and accretion expense | $ | 13,714 | $ | 6,799 | ||||
| 8. | INVENTORY |
| March 31, 2026 | December 31, 2025 | |||||||
| Stockpiled ore | $ | 8,844 | $ | 6,422 | ||||
| In-process inventory | 44,594 | 38,687 | ||||||
| Finished goods inventory | 10,718 | 11,289 | ||||||
| Materials and supplies | 32,770 | 29,320 | ||||||
| $ | 96,926 | $ | 85,718 | |||||
Included within inventory at March 31, 2026 is $16.7 million of depreciation and depletion (December 31, 2025 — $17.3 million).
During the three months ended March 31, 2026, inventories recognized as an expense totaled $137.3 million (three months ended March 31, 2025 — $63.9 million) and are included within cost of sales.
Page 10
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 9. | VALUE ADDED TAXES RECOVERABLE |
| March 31, 2026 | December 31, 2025 | |||||||
| Canada | $ | 15,923 | $ | 7,991 | ||||
| Mexico | 6,961 | 8,693 | ||||||
| $ | 22,884 | $ | 16,684 | |||||
| 10. | ACQUISITION OF MUSSELWHITE MINE |
On February 28, 2025, the Company acquired all the outstanding shares of a wholly-owned subsidiary ("Musselwhite Mine Ltd.") of Newmont Corporation that owned a 100% interest in the Musselwhite Mine in northern Ontario (the "Transaction"). We accounted this acquisition as a business combination under IFRS 3 «Business Combinations».
Consideration for the purchase consisted of an upfront payment of $810 million (subject to customary adjustments for working capital and timing of closing) and up to $40 million in contingent consideration. The upfront payment was financed through the following sources:
| · | $250 million from a syndicate of lenders comprised of the Bank of Nova Scotia, the Bank of Montreal, the Canadian Imperial Bank of Commerce and ING Capital LLC, (consisting of $150 million from the Amended Revolving Facility and $100 million from the Term Facility) (note 15(a)), |
| · | $360 million gold prepayment (the “Gold Prepayment”) from a syndicate of lenders (note 16), and |
| · | $200 million in senior unsecured convertible notes (the “Convertible Notes”) (note 15(b)). |
The contingent consideration consists of:
| · | $20 million to be paid if the average spot price of gold exceeds $2,900/oz for the one-year period ending February 28, 2026, and |
| · | $20 million to be paid if the average spot price of gold exceeds $3,000/oz for the one-year period ending February 28, 2027. |
The purchase consideration was calculated as follows:
| Upfront cash payments made by the Company | $ | 794,130 | ||
| Fair value of contingent consideration (note 13(a)) | 17,000 | |||
| Total purchase consideration | $ | 811,130 |
Page 11
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
The following table sets out the allocation of the purchase consideration to the assets acquired and liabilities assumed based on estimated fair values:
| Trade and other receivables | $ | 4,636 | ||
| Value added taxes recoverable | 15 | |||
| Inventory | 38,847 | |||
| Prepaid expenses | 84 | |||
| Property, plant and equipment | 1,097,442 | |||
| Trade payables and accrued liabilities | (42,280 | ) | ||
| Site closure provision | (49,709 | ) | ||
| Deferred tax liabilities | (237,905 | ) | ||
| Total assets acquired and liabilities assumed, net | $ | 811,130 |
| 11. | EXPLORATION AND EVALUATION PROPERTIES |
Our exploration and evaluation properties consist of the South Carlin Complex in Nevada, United States, and the Cerro Quema Project in Panama.
| South Railroad | Cerro Quema | Total | ||||||||||
| At December 31, 2025 and March 31, 2026 | $ | 171,948 | $ | 10,000 | $ | 181,948 | ||||||
Page 12
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 12. | PROPERTY, PLANT AND EQUIPMENT |
| Producing mineral property | Deferred stripping | Buildings | Machinery and equipment | Other assets | Other right of use assets | CIP 1 | Total | |||||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||||||
| At January 1, 2025 | $ | 142,461 | $ | — | $ | 83,477 | $ | 56,943 | $ | 3,535 | $ | 3,235 | $ | 5,341 | $ | 294,992 | ||||||||||||||||
| Additions | 82,409 | 5,025 | 1,845 | 13,583 | 6,896 | 10,782 | 12,748 | 133,288 | ||||||||||||||||||||||||
| Transfers | 1,306 | — | 1,224 | 2,202 | 216 | — | (4,948 | ) | — | |||||||||||||||||||||||
| Acquisition of Musselwhite Mine | 883,296 | — | 50,691 | 155,483 | 4,506 | — | 3,466 | 1,097,442 | ||||||||||||||||||||||||
| Change in site closure provision (note 18) | 43,838 | — | — | — | — | — | — | 43,838 | ||||||||||||||||||||||||
| Due to changes in exchange rates | — | — | — | — | (1 | ) | (3 | ) | — | (4 | ) | |||||||||||||||||||||
| Disposals | — | — | (571 | ) | (2,514 | ) | (137 | ) | (517 | ) | — | (3,739 | ) | |||||||||||||||||||
| At December 31, 2025 | 1,153,310 | 5,025 | 136,666 | 225,697 | 15,015 | 13,497 | 16,607 | 1,565,817 | ||||||||||||||||||||||||
| Additions | 30,122 | — | — | 1,325 | 8 | 6,186 | 18,065 | 55,706 | ||||||||||||||||||||||||
| Transfers | 317 | — | 225 | 1,852 | 245 | — | (2,639 | ) | — | |||||||||||||||||||||||
| Change in site closure provision (note 18) | (1,750 | ) | — | — | — | — | — | — | (1,750 | ) | ||||||||||||||||||||||
| Derecognition | — | — | — | — | — | (60 | ) | — | (60 | ) | ||||||||||||||||||||||
| Disposals | — | — | (12 | ) | (1,206 | ) | (472 | ) | (78 | ) | — | (1,768 | ) | |||||||||||||||||||
| At March 31, 2026 | $ | 1,181,999 | $ | 5,025 | $ | 136,879 | $ | 227,668 | $ | 14,796 | $ | 19,545 | $ | 32,033 | $ | 1,617,945 | ||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||||||
| At December 31, 2024 | $ | 43,823 | $ | — | $ | 26,595 | $ | 19,139 | $ | 1,786 | $ | 1,064 | $ | — | $ | 92,407 | ||||||||||||||||
| Disposals | — | — | (79 | ) | (2,183 | ) | (74 | ) | (309 | ) | — | (2,645 | ) | |||||||||||||||||||
| Depletion and depreciation | 114,636 | 205 | 14,577 | 22,316 | 1,666 | 1,916 | — | 155,316 | ||||||||||||||||||||||||
| At December 31, 2025 | 158,459 | 205 | 41,093 | 39,272 | 3,378 | 2,671 | — | 245,078 | ||||||||||||||||||||||||
| Disposals | — | — | — | (300 | ) | (60 | ) | (78 | ) | — | (438 | ) | ||||||||||||||||||||
| Depletion and depreciation | 35,896 | 149 | 3,408 | 6,597 | 512 | 822 | — | 47,384 | ||||||||||||||||||||||||
| At March 31, 2026 | $ | 194,355 | $ | 354 | $ | 44,501 | $ | 45,569 | $ | 3,830 | $ | 3,415 | $ | — | $ | 292,024 | ||||||||||||||||
| Net book value | ||||||||||||||||||||||||||||||||
| At December 31, 2025 | $ | 994,851 | $ | 4,820 | $ | 95,573 | $ | 186,425 | $ | 11,637 | $ | 10,826 | $ | 16,607 | $ | 1,320,739 | ||||||||||||||||
| At March 31, 2026 | $ | 987,644 | $ | 4,671 | $ | 92,378 | $ | 182,099 | $ | 10,966 | $ | 16,130 | $ | 32,033 | $ | 1,325,921 | ||||||||||||||||
1 CIP = Construction in progress
Page 13
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 13. | DERIVATIVE CONTRACTS |
| Gold forward contracts | Currency contracts | Redemption right asset | Contingent consideration liability | Warrants liability | Total | |||||||||||||||||||
| note 13(c) | note 13(a) | note 13(b) | ||||||||||||||||||||||
| At January 1, 2025 | $ | 3,138 | $ | — | $ | — | $ | — | $ | — | $ | 3,138 | ||||||||||||
| Recognized at February 28, 2025 (note 15(b)) | — | — | 18,000 | (17,000 | ) | (50,000 | ) | (49,000 | ) | |||||||||||||||
| Change in fair value during the year | (26,725 | ) | — | 14,000 | (21,010 | ) | (112,000 | ) | (145,735 | ) | ||||||||||||||
| Settled during the year | 23,587 | — | — | — | — | 23,587 | ||||||||||||||||||
| Changes in fair value of hedging instruments | — | (889 | ) | — | — | — | (889 | ) | ||||||||||||||||
| Hedging gains and losses transferred to inventory | — | 762 | — | — | — | 762 | ||||||||||||||||||
| At December 31, 2025 | — | (127 | ) | 32,000 | (38,010 | ) | (162,000 | ) | (168,137 | ) | ||||||||||||||
| Settled during the period | — | — | (2,992 | ) | 20,000 | 3,122 | 20,130 | |||||||||||||||||
| Changes in fair value of hedging instruments | — | (1,436 | ) | — | — | — | (1,436 | ) | ||||||||||||||||
| Hedging gains and losses transferred to inventory | — | 250 | — | — | — | 250 | ||||||||||||||||||
| Change in fair value during the period | — | — | 3,992 | (520 | ) | (50,122 | ) | (46,650 | ) | |||||||||||||||
| At March 31, 2026 | $ | — | $ | (1,313 | ) | $ | 33,000 | $ | (18,530 | ) | $ | (209,000 | ) | $ | (195,843 | ) | ||||||||
| Presented as: | ||||||||||||||||||||||||
| Current assets | $ | — | $ | — | $ | 33,000 | $ | — | $ | — | $ | 33,000 | ||||||||||||
| Current liabilities | — | (1,313 | ) | — | (18,530 | ) | (209,000 | ) | (228,843 | ) | ||||||||||||||
| At March 31, 2026 | $ | — | $ | (1,313 | ) | $ | 33,000 | $ | (18,530 | ) | $ | (209,000 | ) | $ | (195,843 | ) | ||||||||
| (a) | Contingent consideration |
The consideration for the purchase of Musselwhite Mine Ltd. includes contingent consideration comprising (i) a payment of $20 million if the average spot price of gold exceeds $2,900 per ounce during the one-year period ending February 28, 2026, and (ii) an additional $20 million if the average spot price of gold exceeds $3,000 per ounce during the one-year period ending February 28, 2027. Accordingly, the maximum payment possible under this contingent consideration is $40 million.
During the three months ended March 31, 2026, the condition associated with the first contingent payment was met, and the Company paid $20 million on March 12, 2026. As a result, the liability associated with this portion of the contingent consideration has been extinguished.
The remaining contingent consideration of up to $20 million continues to be recognized as a financial liability and is measured at fair value at each reporting date.
Page 14
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
In accordance with IFRS 3 «Business Combinations», contingent consideration is recognized at its acquisition date fair value. Subsequent changes in the fair value of contingent consideration that are within the scope of IFRS 9 «Financial Instruments» and do not relate to information existing at the acquisition date are recognized in profit or loss.
The fair value of the remaining contingent consideration is estimated using a Monte Carlo simulation model, which simulates future gold prices under the assumption that gold prices follow a Geometric Brownian Motion in a risk-neutral framework.
| (b) | Warrants liability |
Pursuant to the issuance of the convertible notes (note 15), the Company issued 23,392,397 common share purchase warrants on February 28, 2025. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of C$11.50 per common share. The warrants will expire on February 28, 2030.
Under IAS 32 «Financial Instruments: Presentation», the warrants do not meet the criteria for classification as equity because they are denominated in a currency other than the Company’s functional currency. As a result, we account for these warrants as derivative financial liabilities in accordance with IFRS 9 «Financial Instruments» and measure them at fair value through profit or loss at each reporting date. We present the warrant liability as a current liability on our balance sheet.
| Number | Fair value | |||||||
| At January 1, 2025 | — | $ | — | |||||
| Issued | 23,392,397 | 50,000 | ||||||
| Change in fair values during the year | — | 112,000 | ||||||
| At December 31, 2025 | 23,392,397 | 162,000 | ||||||
| Exercised | (396,202 | ) | (3,122 | ) | ||||
| Change in fair values during the period | — | 50,122 | ||||||
| At March 31, 2026 | 22,996,195 | $ | 209,000 | |||||
The fair value of the warrant liability was estimated using the binomial tree method, using the following key assumptions:
| March 31, 2026 | December 31, 2025 | |||||||
| Volume weighted average price | C$ | 22.05 | C$ | 18.50 | ||||
| Exercise price | C$ | 11.50 | C$ | 11.50 | ||||
| Implied volatility | 50.0 | % | 45.0 | % | ||||
| Risk-free interest rate | 3.0 | % | 2.9 | % | ||||
| Term to maturity (years) | 3.9 | 4.2 | ||||||
Page 15
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (c) | Redemption Right |
As part of the issuance of the convertible notes on February 28, 2025 (note 15(b)), the Company retained a contractual redemption right, under which it may prepay the convertible notes at its discretion after the 18-month anniversary of issuance, provided that the 20-day volume-weighted average price (“VWAP”) of the Company’s common shares is at least 130% of the conversion price in effect at the time of redemption.
This embedded redemption feature is considered a derivative instrument that is not closely related to the host debt contract and is accounted for separately under IFRS 9 «Financial Instruments». Accordingly, the redemption right is recognized as a derivative financial asset and measured at fair value through profit or loss.
The fair value of the redemption right considers factors such as the prevailing market price of the Company’s shares, share price volatility, time to maturity, credit risk, and the likelihood of meeting the VWAP redemption condition.
| 14. | TRADE PAYABLES AND ACCRUED LIABILITIES |
| March 31, 2026 | December 31, 2025 | |||||||
| Trade payables and accrued trade liabilities | $ | 72,354 | $ | 54,424 | ||||
| Royalties payable | 33,526 | 26,936 | ||||||
| Payroll related | 30,255 | 19,527 | ||||||
| Current portion of lease obligations (note 17) | 6,082 | 4,173 | ||||||
| Dividends payable | — | 5,102 | ||||||
| Other | 1,346 | 1,762 | ||||||
| $ | 143,563 | $ | 111,924 | |||||
Page 16
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 15. | LONG TERM DEBT |
| Revolving facility | Term facility | Convertible notes | Total | |||||||||||||
| note 15(a) | note 15(a) | note 15(b) | ||||||||||||||
| At January 1, 2025 | — | — | — | — | ||||||||||||
| Advances | 150,000 | 100,000 | — | 250,000 | ||||||||||||
| Proceeds for liability component of convertible notes issued | — | — | 167,000 | 167,000 | ||||||||||||
| Loan repayments | (60,000 | ) | (5,000 | ) | — | (65,000 | ) | |||||||||
| Transaction costs paid | (1,186 | ) | — | — | (1,186 | ) | ||||||||||
| Accretion expense | 330 | — | 4,591 | 4,921 | ||||||||||||
| Interest expense | 7,534 | 6,233 | 7,545 | 21,312 | ||||||||||||
| Interest paid | (7,534 | ) | (6,233 | ) | (7,545 | ) | (21,312 | ) | ||||||||
| At December 31, 2025 | $ | 89,144 | $ | 95,000 | $ | 171,591 | $ | 355,735 | ||||||||
| Conversion | — | — | (16,085 | ) | (16,085 | ) | ||||||||||
| Loan repayments | (30,000 | ) | (5,000 | ) | — | (35,000 | ) | |||||||||
| Accretion expense | 99 | — | 1,324 | 1,423 | ||||||||||||
| Interest expense | 1,188 | 1,612 | 2,078 | 4,878 | ||||||||||||
| Interest paid | (1,188 | ) | (1,612 | ) | (2,078 | ) | (4,878 | ) | ||||||||
| At March 31, 2026 | $ | 59,243 | $ | 90,000 | $ | 156,830 | $ | 306,073 | ||||||||
| Current | $ | — | $ | 20,000 | $ | — | $ | 20,000 | ||||||||
| Non-current | 59,243 | 70,000 | 156,830 | 286,073 | ||||||||||||
| $ | 59,243 | $ | 90,000 | $ | 156,830 | $ | 306,073 | |||||||||
| (a) | Credit Facility |
The Company has a senior secured credit facility (the “Credit Facility”) with a syndicate of lenders, comprised of a $100 million term facility (the “Term Facility”) and a $150 million revolving facility (the “Revolving Facility”). The Term Facility became available on February 28, 2025, and has a three-year term. The Company is required to make quarterly principal repayments of $5 million commencing on December 31, 2025, with the remaining balance due at maturity.
The Revolving Facility matures on August 27, 2027. Borrowings under the Revolving Facility bear interest at a rate based on term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.50% to 3.75%, depending on the Company’s leverage ratio at the end of each fiscal quarter. For the three months ended March 31, 2026, the average interest rate on the Revolving Facility was 6.8% per annum (three months ended March 31, 2025 – 7.9%).
The Company also pays a standby fee on the undrawn portion of the Revolving Facility at a rate ranging from 0.56% to 0.84%, depending on the leverage ratio. At March 31, 2026, there was an undrawn amount of $90 million under the Revolving Facility.
Page 17
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
The Credit Facility is secured by the Company’s present and future assets, property and proceeds thereof, other than the present and future assets of Minera Cerro Quema, which are excluded from the collateral package. Under the terms of the Credit Facility, the Company may not declare, pay or set aside dividends unless specified financial covenants and ratios are satisfied.
The Credit Facility contains customary affirmative and negative covenants, including the following financial covenants, each as defined in the related agreements:
| · | leverage ratio of not more than 3.5; | |
| · | interest service coverage ratio of not less than 4.0; | |
| · | tangible net worth of not less than $278.6 million; and | |
| · | minimum liquidity of not less than $15.0 million. |
As at March 31, 2026, the Company was in compliance with these covenants.
| (b) | Convertible notes |
On February 28, 2025, the Company issued $200 million of unsecured senior convertible notes on a private placement basis. The convertible notes mature on March 1, 2030, and bear interest at 4.5% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The convertible notes are convertible at the holder’s option into common shares of the Company at any time prior to maturity at a conversion price of C$7.90 per share at a fixed exchange rate of 1.40 C$/US$ (=US$5.64) per share, subject to certain anti-dilution adjustments.
After August 28, 2026, the Company may redeem the convertible notes at par together with accrued interest, provided that the 20-day volume weighted average price of the Company’s common shares is not less than 130% of the conversion price.
In the event of a change of control, the holders have the right to require the Company to purchase its outstanding convertible notes at a cash purchase price equal to the lesser of (a) all remaining interest payable from the date of redemption up to and including the maturity date plus 100% of the principal amount, and (b) all accrued and unpaid interest on the principal amount up to and including the redemption date plus 104.5% of the principal amount.
Page 18
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 16. | DEFERRED REVENUE |
| Gold
prepay arrangements | Silver
stream arrangement | Total | ||||||||||
| At January 1, 2025 | $ | — | $ | 8,665 | $ | 8,665 | ||||||
| Prepayments received | 384,402 | — | 384,402 | |||||||||
| Gold delivered | (117,013 | ) | — | (117,013 | ) | |||||||
| Accretion expense | 24,460 | 487 | 24,947 | |||||||||
| At December 31, 2025 | 291,849 | 9,152 | 301,001 | |||||||||
| Gold delivered | (35,834 | ) | — | (35,834 | ) | |||||||
| Accretion expense | 5,860 | 120 | 5,980 | |||||||||
| At March 31, 2026 | $ | 261,875 | $ | 9,272 | $ | 271,147 | ||||||
| Current | $ | 129,215 | $ | — | $ | 129,215 | ||||||
| Non-current | 132,660 | 9,272 | 141,932 | |||||||||
| $ | 261,875 | $ | 9,272 | $ | 271,147 | |||||||
Gold prepay arrangements
On February 26, 2025, the Company entered into gold prepay agreements with a syndicate of lenders.
The gold prepay arrangements are accounted for as contracts with customers in accordance with IFRS 15 «Revenue from Contracts with Customers» because these contracts will be fulfilled by the Company, over time, by delivering its own production to the counterparties as per the gold prepay arrangement.
The carrying amount of the deferred revenue is accreted to the estimated transaction price using an average effective interest rate of 8.4%. The estimated transaction price is determined based on the gold forward prices from accepted market resources. As gold is delivered to the lenders each month, revenue is credited to profit or loss, and the offsetting amount is charged to deferred revenue.
Deliveries during the period
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Ounces delivered into the prepay agreements | 12,074 | 4,025 | ||||||
| Revenue recognized | $ | 35,834 | $ | 11,535 | ||||
As at March 31, 2026, there were a total of 92,567 ounces of gold remaining to be delivered to the lenders at a rate of approximately 4,025 ounces per month until February 2028.
Page 19
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 17. | LEASE OBLIGATIONS |
The Company has lease contracts for mining equipment, vehicles, and buildings. Leases of mining equipment generally have lease terms of three years, while vehicles and buildings generally have lease terms between three and five years.
| (a) | Lease obligations |
| At January 1, 2025 | $ | 2,179 | ||
| Additions | 10,780 | |||
| Interest expense (note 7) | 529 | |||
| Lease payments | (3,018 | ) | ||
| Derecognition | (64 | ) | ||
| Due to changes in exchange rates | 114 | |||
| At December 31, 2025 | 10,520 | |||
| Additions | 6,186 | |||
| Interest expense (note 7) | 214 | |||
| Lease payments | (1,401 | ) | ||
| Derecognition | (60 | ) | ||
| Due to changes in exchange rates | (243 | ) | ||
| At March 31, 2026 | $ | 15,216 | ||
| Current | $ | 6,082 | ||
| Non-current | 9,134 | |||
| $ | 15,216 |
| (b) | Lease expenses recognized |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Interest on lease liabilities | $ | 214 | $ | 49 | ||||
| Variable lease payments not included in the measurement of lease liabilities | 5,707 | 5,778 | ||||||
| Expenses relating to short-term leases | 398 | 202 | ||||||
| Expenses relating to leases of low-value assets, excluding short-term leases | 14 | 13 | ||||||
| $ | 6,333 | $ | 6,042 | |||||
Page 20
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 18. | SITE CLOSURE PROVISIONS |
| Musselwhite Mine | Camino Rojo | Nevada projects | Cerro Quema Project | Total | ||||||||||||||||
| At January 1, 2025 | $ | — | $ | 6,553 | $ | 2,708 | $ | 500 | $ | 9,761 | ||||||||||
| Acquisition of Musselwhite Mine | 49,709 | — | — | — | 49,709 | |||||||||||||||
| Required remeasurement under IAS 37 | 46,462 | — | — | — | 46,462 | |||||||||||||||
| Changes in cost estimates | (3,197 | ) | 573 | 474 | — | (2,150 | ) | |||||||||||||
| Accretion during the year (note 7) | 2,416 | 534 | 116 | — | 3,066 | |||||||||||||||
| At December 31, 2025 | 95,390 | 7,660 | 3,298 | 500 | 106,848 | |||||||||||||||
| Changes in cost estimates | (1,609 | ) | (141 | ) | — | — | (1,750 | ) | ||||||||||||
| Accretion during the period (note 7) | 839 | 190 | 42 | — | 1,071 | |||||||||||||||
| At March 31, 2026 | $ | 94,620 | $ | 7,709 | $ | 3,340 | $ | 500 | $ | 106,169 | ||||||||||
| Estimated settlement dates | Undiscounted risk-adjusted cash flows | Inflation rate | Discount rate | ||||||||||||||
| March 31, 2026 | Musselwhite Mine | 2029 to 2074 | $ | 119,282 | 2.0 | % | 3.6 | % | |||||||||
| Camino Rojo | 2033 to 2047 | $ | 13,617 | 4.0 | % | 9.5 | % | ||||||||||
| Nevada projects | 2037 to 2039 | $ | 3,435 | 2.4 | % | 4.1 | % | ||||||||||
| Cerro Quema | $ | 500 | — | — | |||||||||||||
| December 31, 2025 | Musselwhite Mine | 2029 to 2074 | $ | 121,310 | 2.0 | % | 3.6 | % | |||||||||
| Camino Rojo | 2033 to 2047 | $ | 13,072 | 3.7 | % | 8.5 | % | ||||||||||
| Nevada projects | 2037 to 2039 | $ | 3,349 | 2.4 | % | 4.0 | % | ||||||||||
| Cerro Quema | $ | 500 | — | — | |||||||||||||
Page 21
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 19. | SHARE CAPITAL |
| (a) | Authorized share capital |
The Company’s authorized share capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.
| (b) | Warrants |
The following summarizes information about shares issuable upon the exercise of warrants outstanding during the period.
Warrants classified as equity
| Shares issuable upon exercise | Weighted average exercise price | |||||||||||||||
| Expiry date | 18-Dec-26 | 23-Feb-26 | Total | |||||||||||||
| Exercise price | C$ | 3.00 | C$ | 7.94 | ||||||||||||
| At January 1, 2025 | 25,540,000 | 315,000 | 25,855,000 | C$ | 3.06 | |||||||||||
| Issued | — | — | — | C$ | — | |||||||||||
| Exercised | (16,012,500 | ) | (133,875 | ) | (16,146,375 | ) | C$ | 3.04 | ||||||||
| At December 31 2025 | 9,527,500 | 181,125 | 9,708,625 | C$ | 3.09 | |||||||||||
| Expired | — | (3,150 | ) | (3,150 | ) | C$ | 7.94 | |||||||||
| Exercised | (1,614,167 | ) | (177,975 | ) | (1,792,142 | ) | C$ | 3.49 | ||||||||
| At March 31, 2026 | 7,913,333 | — | 7,913,333 | C$ | 3.00 | |||||||||||
Page 22
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
Warrants classified as financial liabilities
| Shares
issuable upon exercise | Weighted average exercise price | |||||||
| Expiry date | 28-Feb-2030 (note 13(b)) | |||||||
| Exercise price | C$ | 11.50 | ||||||
| At January 1, 2025 | — | C$ | — | |||||
| Issued | 23,392,397 | C$ | 11.50 | |||||
| At December 31 2025 | 23,392,397 | C$ | 11.50 | |||||
| Exercised | (396,202 | ) | C$ | 11.50 | ||||
| At March 31, 2026 | 22,996,195 | C$ | 11.50 | |||||
Because the parent entity’s functional currency was US dollars when these warrants were issued and these warrants are exercisable in Canadian dollars, we concluded these were financial liabilities.
| 20. | EARNINGS (LOSS) PER SHARE |
Earnings (loss) per share has been calculated using the weighted average number of common shares outstanding for the three months ended March 31, 2026 and 2025 as follows:
| (a) | Basic |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Income (loss) for the period | $ | 75,405 | $ | (69,832 | ) | |||
| Weighted average number of common shares (thousands) | 344,190 | 322,350 | ||||||
| Basic earnings (loss) per share | $ | 0.22 | $ | (0.22 | ) | |||
Page 23
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (b) | Diluted |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Income (loss) for the period | $ | 75,405 | $ | (69,832 | ) | |||
| Interest and accretion expense on convertible notes (note 7) | 3,402 | — | ||||||
| Income (loss) for the period - diluted | $ | 78,807 | $ | (69,832 | ) | |||
| Weighted average number of common shares (thousands) | 344,190 | 322,350 | ||||||
| Dilutive potential ordinary shares: | ||||||||
| Warrants | 18,551 | — | ||||||
| Options | 1,321 | — | ||||||
| Convertible notes | 33,215 | — | ||||||
| RSUs | 865 | — | ||||||
| DSUs | 828 | — | ||||||
| Bonus shares | 500 | — | ||||||
| Weighted average number of ordinary shares | 399,470 | 322,350 | ||||||
| Diluted earnings (loss) per share | $ | 0.20 | $ | (0.22 | ) | |||
Potential ordinary shares arising from conversion of convertible notes (12,602,000), warrants (17,838,000), stock options (1,587,000), RSUs (724,000), DSUs (898,000) and 500,000 bonus shares are not included in the calculation of diluted loss per share for the three months ended March 31, 2025, because their effect would have been anti-dilutive.
| 21. | SHARE-BASED PAYMENTS |
The Company has five different forms of share-based payments for eligible recipients – stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), performance share units (“PSUs”), and bonus shares. The bonus shares have fully vested but have not yet been issued.
| Three months ended March 31 | ||||||||
| Share-based payments expense | 2026 | 2025 | ||||||
| Stock options (note 21(a)) | $ | 434 | $ | 227 | ||||
| Restricted share units (note 21(b)) | 662 | 306 | ||||||
| Deferred share units (note 21(c)) | 760 | 689 | ||||||
| Performance share units (note 21(d)) | 2,530 | 2,096 | ||||||
| Share based payments expense | $ | 4,386 | $ | 3,318 | ||||
Page 24
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (a) | Stock options |
Stock options granted by the Company have a five-year life, with one third each vesting one, two, and three years after grant date.
| Three months ended March 31 | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Stock options outstanding | Number | Weighted average exercise price | Number | Weighted
average exercise price | ||||||||||||
| Outstanding, January 1 | 2,079,955 | C$ | 7.55 | 3,570,471 | C$ | 4.95 | ||||||||||
| Granted | 333,940 | 19.17 | 361,355 | 13.10 | ||||||||||||
| Exercised | (25,837 | ) | 5.62 | (1,436,533 | ) | 4.07 | ||||||||||
| Expired, forfeited or cancelled | (10,098 | ) | 8.22 | — | — | |||||||||||
| Outstanding, March 31 | 2,377,960 | C$ | 9.20 | 2,495,293 | C$ | 6.64 | ||||||||||
| Vested, March 31 | 1,471,698 | C$ | 6.22 | 1,473,942 | C$ | 5.62 | ||||||||||
The stock options granted during the three months ended March 31, 2026 had a grant date fair value of C$2.8 million ($2.0 million) using the Black Scholes option pricing model with the following weighted average assumptions:
| · | Share price at grant date ranging from C$19.13 to $22.37, expected volatility 48%, expected life - 5 years, risk free interest rates ranging from 3.0% to 3.2% and expected dividends – 0.4%. |
Subsequent to the reporting period, 62,749 stock options were exercised, for gross proceeds to the Company of $0.3 million.
| (b) | Restricted share units (“RSUs”) |
RSUs awarded by the Company typically vest one-third each one, two, and three years after award date.
| Three months ended March 31 | ||||||||
| Number of RSUs outstanding: | 2026 | 2025 | ||||||
| Outstanding, January 1 | 954,866 | 821,040 | ||||||
| Awarded | 222,350 | 383,066 | ||||||
| Vested and settled | (261,785 | ) | (98,271 | ) | ||||
| Forfeitures | (46 | ) | (12,849 | ) | ||||
| Outstanding, March 31 | 915,385 | 1,092,986 | ||||||
Page 25
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| Number vesting in the year | ||||||||||||||||||||||||||||
| Number of RSUs outstanding: | Total | Vested
but not issued | 2025 | 2026 | 2027 | 2028 | 2029 | |||||||||||||||||||||
| Outstanding, March 31, 2025 | 1,092,986 | 376,470 | 352,266 | 254,228 | 110,022 | — | ||||||||||||||||||||||
| Outstanding, March 31, 2026 | 915,385 | 261,216 | — | 77,385 | 319,213 | 183,731 | 73,840 | |||||||||||||||||||||
Restricted Share Units (“RSUs”) are valued based on the closing price of the Company’s common shares on the trading day immediately prior to award. All RSU’s outstanding were accounted for as equity-settled, as none were settled in cash.
We measured the fair value of our RSUs awarded during the year using the observable market price of our common shares on the measurement date. The weighted average price of RSUs awarded during the three months ended March 31, 2026 was C$19.14 (three months ended March 31, 2025 – C$13.11).
| (c) | Deferred share units (“DSUs”) |
DSUs are awarded by the Company to directors. These DSUs vest immediately but are not settled until the end of the director’s tenure. They may be settled in cash or common shares at the option of the Company. DSUs are valued using the closing price of the Company’s common shares immediately prior to award.
| Three months ended March 31 | |||||||
| Number of DSUs outstanding: | 2026 | 2025 | |||||
| Outstanding, January 1 | 824,477 | 894,903 | |||||
| Awarded and vested immediately | 54,287 | 75,570 | |||||
| Outstanding, March 31 | 878,764 | 970,473 | |||||
| Vested, March 31 | 878,764 | 970,473 | |||||
| (d) | Performance share units (“PSUs”) |
In March 2023, the Board of Directors approved a PSU plan for certain officers of the Company. The PSUs cliff vest after three years and are settled in cash. The cash payment upon vesting will be based on the number of PSUs, multiplied by the five-day volume weighted average price of the Company’s shares upon vesting, which is then multiplied by a “performance percentage”. The performance percentage ranges from 0% to 200% based on the Company’s total shareholder return compared to a peer group, consisting of the constituents of the S&P/TSX Global Gold Index.
We recognize share-based compensation expense related to these PSUs over the vesting period. We charge or credit to earnings at each reporting period the change in fair value of the PSU liability. This fair value is generally dependent on quoted market values of the Company and the peer group, the lapsed portion of the vesting period, the number of PSUs expected to vest, and the expected performance percentage.
We valued our PSU liabilities using a Monte Carlo model leading to a standard error of less than 1%. As at March 31, 2026, the PSU liability totaled $9.0 million of which $7.9 million was included in trade payables and accrued liabilities and $1.1 million was included in other long term liabilities (December 31, 2025 – $2.3 million included in trade payables and accrued liabilities and $4.2 million included in other long term liabilities).
Page 26
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
During the three months ended March 31, 2026, the Company awarded a total of 123,313 PSUs.
| Three months ended March 31 | |||||||
| Number of PSUs outstanding: | 2026 | 2025 | |||||
| Outstanding, January 1 | 683,513 | 522,876 | |||||
| Awarded during the period | 123,313 | 160,637 | |||||
| Paid in cash during the period | — | — | |||||
| Outstanding, March 31 | 806,826 | 683,513 | |||||
| Vested, March 31 | 198,920 | — | |||||
Subsequent to the reporting period, 198,920 of PSUs were settled in cash, for a payment of $2.6 million.
| (e) | Bonus shares |
There are 500,000 common shares which were awarded to the non-executive Chairman of the Company as bonus shares, which vested on June 18, 2020. Although the bonus shares have vested, they will become issuable (1) when the non-executive Chairman ceases to act as a director of the Company, or (2) upon a change of control of the Company.
| 22. | RELATED PARTY TRANSACTIONS |
The Company’s related parties comprise key management personnel and, until December 5, 2025, Fairfax Financial Holdings Limited and its subsidiaries.
| · | Key management personnel consist of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Sustainability Officer, the Senior Vice President, Exploration, and the members of the Company’s Board of Directors. |
| · | Fairfax Financial Holdings Limited, together with its subsidiaries (“Fairfax”), became a related party of the Company on February 28, 2025, when Fairfax acquired a portion of the Company’s convertible notes (note 15(b)) and related warrants (note 13(b)). Fairfax was considered to have significant influence over the Company from that date until December 5, 2025 as a result of its existing and exercisable potential voting rights. On December 5, 2025, Fairfax disposed of a number of shares such that its existing and exercisable potential voting rights no longer conferred significant influence over the Company. Accordingly, Fairfax ceased to be a related party from that date. |
Page 27
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (a) | Key management personnel |
Compensation to key management personnel was as follows:
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Salaries and short-term incentives | $ | 491 | $ | 2,276 | ||||
| Directors’ fees | 169 | 142 | ||||||
| Share based payments | 1,123 | 944 | ||||||
| $ | 1,783 | $ | 3,362 | |||||
| (b) | Transactions |
During the three months ended March 31, 2025, the Company paid $0.6 million in interest on the convertible notes to Fairfax Financial Holdings Limited and its subsidiaries.
The Company had no other material transactions with related parties other than key management personnel during the three months ended March 31, 2026, and 2025.
| (c) | Outstanding balances at the reporting date |
Key management personnel estimated accrued short term incentive compensation totaled $2.6 million and is included in accrued liabilities (December 31, 2025 – $1.9 million). In addition, the Company has recognized an estimated long-term incentive compensation liability related to PSUs of $9.0 million (note 21(d)), of which $2.6 million was paid subsequent to the reporting period on April 15, 2026.
| 23. | SUPPLEMENTAL CASH FLOW INFORMATION |
| (a) | Cash |
Cash consists of bank current accounts and cash on hand.
| (b) | Changes in non-cash working capital |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Accounts receivable and prepaid expenses | $ | 2,647 | $ | (2,939 | ) | |||
| Inventory | (11,727 | ) | 6,824 | |||||
| Value added taxes recoverable | (6,141 | ) | (1,171 | ) | ||||
| Trade payables and accrued liabilities | 24,122 | 7,521 | ||||||
| Changes in non-cash working capital | $ | 8,901 | $ | 10,235 | ||||
Page 28
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (c) | Non-cash investing and financing activities |
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Financing activities | ||||||||
| Stock options exercised, credited to share capital with an offset to reserves | $ | 41 | $ | 1,734 | ||||
| Warrants exercised, credited to share capital with an offset to reserves and warrants liability | 3,544 | 98 | ||||||
| Common shares issued on maturity of RSUs, credited to share capital with an offset to reserves | 1,693 | 440 | ||||||
| Investing activities | ||||||||
| Initial recognition of right of use assets, with an offset to lease obligation | 6,186 | 197 | ||||||
Page 29
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 24. | SEGMENT INFORMATION |
| (a) | Geographic segments |
We conduct our activities in four geographic areas: Canada, Mexico, USA, Panama, and our corporate offices are in Canada.
| (b) | Reportable segments |
The operating and reportable segments of the Company are based on the reports which are reviewed by the chief operating decision maker (“CODM”) in making strategic resource allocation decisions and assessing their performance.
The Company has five operating segments: (1) Musselwhite Mine, (2) the Camino Rojo Mine, (3) the Nevada projects, (4) the Cerro Quema project, and (5) the corporate office.
The operating segments other than corporate office are each managed by a dedicated General Manager and management team. The corporate office oversees the plans and activities of early-stage exploration projects.
Income (loss) for the period by segment
| Three months ended March 31, 2026 | Mussel- white Mine | Camino
Rojo | South Carlin | Cerro
Quema | Corporate | Total | ||||||||||||||||||
| Provided to the CODM on a per-segment basis | ||||||||||||||||||||||||
| External revenue | $ | 254,657 | $ | 88,390 | $ | — | $ | — | $ | 35,833 | $ | 378,880 | ||||||||||||
| Intersegment revenue | 58,928 | — | — | — | (58,928 | ) | — | |||||||||||||||||
| Operating costs | (73,417 | ) | (21,990 | ) | — | — | — | (95,407 | ) | |||||||||||||||
| Royalties | (9,817 | ) | (2,630 | ) | — | — | — | (12,447 | ) | |||||||||||||||
| Exploration and evaluation expenses | (1,076 | ) | (907 | ) | (2,757 | ) | (1,181 | ) | (111 | ) | (6,032 | ) | ||||||||||||
| General and administrative expenses | — | — | — | — | (11,481 | ) | (11,481 | ) | ||||||||||||||||
| Segment profit (loss) as provided to the CODM | 229,275 | 62,863 | (2,757 | ) | (1,181 | ) | (34,687 | ) | 253,513 | |||||||||||||||
| Reconciling items to net income before tax expense | ||||||||||||||||||||||||
| Depletion and depreciation | (47,728 | ) | ||||||||||||||||||||||
| Interest income | 3,834 | |||||||||||||||||||||||
| Depreciation | (174 | ) | ||||||||||||||||||||||
| Share based payments | (4,386 | ) | ||||||||||||||||||||||
| Interest and accretion expense | (13,714 | ) | ||||||||||||||||||||||
| Fair value adjustments on financial instruments | (46,650 | ) | ||||||||||||||||||||||
| Foreign exchange and other gain (loss) | (1,080 | ) | ||||||||||||||||||||||
| Income before tax expense, for the period | $ | 143,615 | ||||||||||||||||||||||
Page 30
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| Three months ended March 31, 2025 | Mussel- white Mine | Camino Rojo | South
Carlin | Cerro Quema | Corporate | Total | ||||||||||||||||||
| Provided to the CODM on a per-segment basis | ||||||||||||||||||||||||
| External revenue | $ | — | $ | 93,054 | $ | — | $ | — | $ | 47,616 | $ | 140,670 | ||||||||||||
| Intersegment revenue | 48,257 | — | — | — | (48,257 | ) | — | |||||||||||||||||
| Operating costs | (27,289 | ) | (20,983 | ) | — | — | — | (48,272 | ) | |||||||||||||||
| Royalties | (580 | ) | (2,765 | ) | — | — | — | (3,345 | ) | |||||||||||||||
| Exploration and evaluation expenses | (225 | ) | (1,534 | ) | (3,542 | ) | (3,443 | ) | (135 | ) | (8,879 | ) | ||||||||||||
| General and administrative expenses | — | — | — | — | (15,802 | ) | (15,802 | ) | ||||||||||||||||
| Segment profit (loss) as provided to the CODM | 20,163 | 67,772 | (3,542 | ) | (3,443 | ) | (16,578 | ) | 64,372 | |||||||||||||||
| Reconciling items to net income before tax expense | ||||||||||||||||||||||||
| Depletion and depreciation | (16,799 | ) | ||||||||||||||||||||||
| Interest income | 1,825 | |||||||||||||||||||||||
| Depreciation | (120 | ) | ||||||||||||||||||||||
| Share based payments | (3,318 | ) | ||||||||||||||||||||||
| Interest and accretion expense | (6,799 | ) | ||||||||||||||||||||||
| Fair value adjustments on financial instruments | (80,725 | ) | ||||||||||||||||||||||
| Foreign exchange and other gain (loss) | (2,443 | ) | ||||||||||||||||||||||
| Loss before tax expense, for the period | $ | (44,007 | ) | |||||||||||||||||||||
Assets by geographic segment
| At March 31, 2026 | Canada | Mexico | USA | Panama | Corporate | Total | ||||||||||||||||||
| Property, plant and equipment | $ | 1,119,626 | $ | 180,096 | $ | 24,693 | $ | — | $ | 1,506 | $ | 1,325,921 | ||||||||||||
| Exploration and evaluation properties | — | — | 171,948 | 10,000 | — | 181,948 | ||||||||||||||||||
| Additions to non-current assets | 38,112 | 1,646 | 14,190 | — | 8 | 53,956 | ||||||||||||||||||
| Inventories | 51,845 | 45,081 | — | — | — | 96,926 | ||||||||||||||||||
| Total assets | 1,389,512 | 422,389 | 198,448 | 10,851 | 86,243 | 2,107,443 | ||||||||||||||||||
| At December 31, 2025 | Canada | Mexico | USA | Panama | Corporate | Total | ||||||||||||||||||
| Property, plant and equipment | $ | 1,123,187 | $ | 185,365 | $ | 10,594 | $ | — | $ | 1,593 | $ | 1,320,739 | ||||||||||||
| Exploration and evaluation properties | — | — | 171,948 | 10,000 | — | 181,948 | ||||||||||||||||||
| Additions to non-current assets | 147,919 | 17,493 | 10,239 | — | 1,475 | 177,126 | ||||||||||||||||||
| Inventories | 43,482 | 42,236 | — | — | — | 85,718 | ||||||||||||||||||
| Total assets | 1,409,519 | 401,944 | 185,135 | 10,826 | 70,909 | 2,078,333 | ||||||||||||||||||
Page 31
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 25. | CAPITAL MANAGEMENT |
| (a) | Objectives |
Our objectives when managing capital are to safeguard the Company’s ability to continue as a going concern to pursue the exploration, evaluation, development, and exploitation of our mineral properties and to maintain a flexible capital structure.
We manage our capital structure and adjust it considering changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the Company’s capital structure, we may issue new shares, take on additional debt or repay outstanding debt, or acquire or dispose of assets.
To support its capital management objectives, the Company has a planning, budgeting and forecasting process in place to ensure necessary liquidity to meet its operating and growth plans.
Our ability to carry out our long-range strategic objectives in future periods depends on our ability to generate positive cash flows from our mining operations and to raise financing from lenders, shareholders, and new investors. We regularly review and consider financing alternatives to fund the Company’s ongoing operational, exploration, and development activities.
| (b) | Investment policy |
Our investment policy is to invest the Company’s excess cash in low-risk financial instruments such as demand deposits and savings accounts with major Canadian banks. By using this strategy, the Company preserves its cash resources and can marginally increase these resources with low risk through the yields on these investments. Our financial instruments are exposed to certain financial risks, which include currency risk, credit risk, and liquidity risk.
| 26. | FINANCIAL INSTRUMENTS |
| (a) | Fair value hierarchy |
To provide an indication of the reliability of the inputs used in determining fair value, we classify our financial instruments into the three levels prescribed by the accounting standards.
Level 1. The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted (unadjusted) market prices as at the reporting date. The quoted market price used for financial assets held by the Company is the closing trading price on the reporting date. Such instruments are included in Level 1.
Level 2. The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, we include that instrument in Level 2.
Level 3. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
Page 32
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
The carrying values of cash, accounts receivable, trade payables and accrued liabilities, and restricted cash approximate their fair values due to the short-term nature of the instruments.
At March 31, 2026, the carrying values and fair values of our financial instruments by category were as follows:
| Fair value | ||||||||||||||||||
| Classification | Carrying value | Level 1 | Level 2 | Level 3 | ||||||||||||||
| Financial assets | ||||||||||||||||||
| Cash | Amortized cost | $ | 427,349 | — | — | — | ||||||||||||
| Accounts receivable | FVPTL | 5,474 | 68 | 5,406 | — | |||||||||||||
| Restricted cash | Amortized cost | 2,290 | — | — | — | |||||||||||||
| Derivative assets | FVTPL | 33,000 | — | 33,000 | — | |||||||||||||
| Financial liabilities | ||||||||||||||||||
| Trade payables and accrued liabilities | Amortized cost | 136,779 | — | — | — | |||||||||||||
| Credit facility | Amortized cost | 149,243 | — | 150,000 | — | |||||||||||||
| Convertible notes | Amortized cost | 156,830 | — | 157,000 | — | |||||||||||||
| Derivative liabilities (note 13) | FVTPL | 228,843 | — | 228,843 | — | |||||||||||||
At December 31, 2025, the carrying values and fair values of our financial instruments by category were as follows:
| Fair value | ||||||||||||||||||
| Classification | Carrying value | Level 1 | Level 2 | Level 3 | ||||||||||||||
| Financial assets | ||||||||||||||||||
| Cash | Amortized cost | $ | 420,776 | — | — | — | ||||||||||||
| Accounts receivable | FVPTL | 6,251 | 58 | 6,193 | — | |||||||||||||
| Restricted cash | Amortized cost | 2,305 | — | — | — | |||||||||||||
| Derivative assets | FVTPL | 32,000 | — | 32,000 | — | |||||||||||||
| Financial liabilities | ||||||||||||||||||
| Trade payables and accrued liabilities | Amortized cost | 101,618 | — | — | — | |||||||||||||
| Credit facility | Amortized cost | 184,144 | — | 185,000 | — | |||||||||||||
| Convertible notes | Amortized cost | 171,591 | — | 175,000 | — | |||||||||||||
| Derivative liabilities (note 13) | FVTPL | 200,137 | — | 200,137 | — | |||||||||||||
The fair values of the Credit Facility and the convertible notes were determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The fair value of trade receivables from provisional invoices for concentrate sales is determined using quoted forward rates derived from observable market data based on the month of expected settlement.
The fair value of the Credit Facility at March 31, 2026 was estimated at $150.0 million using a discount rate of 7.5% (December 31, 2025 — $185.0 million using a discount rate of 7.4%).
Page 33
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
The fair value of the convertible notes at March 31, 2026, was estimated at $157.0 million using a discount rate of 8.9% (December 31, 2025 —$175.0 million using a discount rate of 8.3%).
We determined that no transfers occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.
| 27. | COMMITMENTS AND CONTINGENCIES |
| (a) | Commitments |
The Company has issued purchase orders for construction, equipment purchases, materials and supplies, and other services at Musselwhite Mine, Camino Rojo and South Railroad. At March 31, 2026, these outstanding purchase orders and contracts totaled approximately $105.7 million (December 31, 2025 – $11.2 million).
The Company is committed to making severance payments totaling approximately $8.4 million (December 31, 2025 – $9.7 million) to certain officers and management in the event of a change in control. As the likelihood of these events occurring is not determinable, this amount is not reflected in these consolidated financial statements.
| (b) | Discretionary mineral property-related commitments |
As is customary in mineral exploration, some of the mineral properties held by the Company as exploration and evaluation assets have annual minimum work commitments and lease payments required to maintain these properties in good standing pursuant to their underlying agreements.
| (c) | Contingencies |
An ecological tax implemented by the state legislature of Zacatecas could have a significant impact on the economics of the Camino Rojo Project. This tax is applied to tonnes of waste material extracted during mining, square metres of material impacted by dangerous substances, tonnes of carbon dioxide produced during mining processes, and tonnes of waste stored in landfills. The Company has received assessments related to previous periods in respect of this tax; however, the Company’s view is that the sections of the law pursuant to which these assessments have been issued do not apply to the Company at this time and, accordingly, we have filed the appropriate appeals. We expect this matter will be resolved by judicial process. As the outcome of these events is not determinable, no amounts have been accrued in respect of this tax.
We may, from time to time, be a party to legal proceedings, which arise in the ordinary course of our business. We are not aware of any pending or threatened litigation that, if resolved against us, would have a material effect on our consolidated financial position, results of operations or cash flows.
Page 34
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three months ended March 31, 2026 and 2025
(United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 28. | INCOME TAXES |
Tax expense consists of (i) current income tax on taxable income, (ii) Ontario mining tax, (iii) special mining duty ("SMD") on income subject to SMD, and (iv) withholding taxes attributable to interest charged on intercompany loans to the Mexican operating company, as well as (v) deferred income tax, (vi) deferred Ontario mining tax and (vii) deferred special mining duty.
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Current income tax | $ | 55,263 | $ | 18,000 | ||||
| Mexican Special Mining Duty | 5,358 | 5,405 | ||||||
| Ontario Mining Tax | 8,613 | 1,091 | ||||||
| Withholding tax | — | 1,513 | ||||||
| Deferred income tax expense (recovery) | (345 | ) | (618 | ) | ||||
| Deferred Mexican Special Mining Duty | (210 | ) | (86 | ) | ||||
| Deferred Ontario Mining Tax | (469 | ) | 520 | |||||
| Tax expense | $ | 68,210 | $ | 25,825 | ||||
| 29. | EVENTS AFTER THE REPORTING PERIOD |
| (a) | Exercise of stock options |
Subsequent to the reporting period, the Company issued common shares pursuant to the exercise of options (note 21(a)).
| (b) | Settlement of PSUs |
Subsequent to the reporting period, 198,920 of PSUs were settled in cash, for a payment of $2.6 million (note 21(d)).
| (c) | Revolving facility principal payment |
Subsequent to the reporting period, the Company made a principal repayment of $30 million on the Revolving Facility (note 15(a)).
Page 35