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Equinox to acquire Orla Mining Ltd. (NYSE: ORLA) after court approval

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Form Type
6-K

Rhea-AI Filing Summary

Orla Mining Ltd. reports that the Supreme Court of British Columbia has granted the final order for its previously announced business combination with Equinox Gold Corp. under a court-approved plan of arrangement. Equinox Gold will acquire all issued and outstanding Orla common shares, with Orla shareholders to receive 1.00 Equinox Gold common share and US$0.0001 in cash for each Orla share.

Completion of the arrangement remains subject to required approvals and conditions and is expected to occur on or about July 31, 2026. After closing, Orla shares are expected to be delisted from the Toronto Stock Exchange and NYSE American, and Orla anticipates applying to cease to be a reporting issuer in Canada and to terminate its U.S. Exchange Act registration. Orla currently owns three 100%-held gold projects in Mexico, Canada and the United States.

Positive

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Share exchange ratio 1.00 Equinox Gold common share and US$0.0001 cash per Orla share Consideration payable to Orla shareholders under the plan of arrangement
Expected closing date on or about July 31, 2026 Target completion timing for the business combination
Number of material projects three Two operating mines and one development project owned 100% by Orla
Camino Rojo property size over 139,000 hectares Area of the Camino Rojo gold and silver project in Zacatecas State, Mexico
Musselwhite historical production over 6 million ounces of gold Cumulative production from the Musselwhite Mine over more than 25 years
plan of arrangement regulatory
"granted the final order in connection with the Company’s business combination pursuant to a plan of arrangement"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
reporting issuer regulatory
"it is anticipated that Orla will apply to cease to be a reporting issuer under applicable Canadian securities laws"
A reporting issuer is a company or investment fund legally required to provide regular, public financial and corporate updates to securities regulators and investors. For investors it matters because those routine filings act like a business’s recurring health reports—offering consistent, official information to assess performance, risks and value so people can make informed buy, sell or compare decisions.
heap leach technical
"an operating gold and silver open-pit and heap leach mine and the potential underground Project"
Heap leach is a mining method where crushed ore is piled into a heap and a liquid is dripped or sprayed over it to dissolve valuable metals, which are then collected from the runoff. Investors care because it is a lower-cost, scalable way to produce metals like gold or copper, but it also affects project timelines, recovery rates, capital needs and environmental or regulatory risk — like choosing a cheap, slow way to extract juice from a fruit versus pressing it quickly.
Mineral Resource technical
"which contains a large oxide and sulphide Mineral Resource"
A mineral resource is a naturally occurring concentration of minerals in the ground that is considered valuable and likely recoverable based on geological evidence and preliminary studies. For investors, it signals the potential size and worth of a deposit—like a marked treasure area on a map—while also carrying uncertainty about how much can actually be mined and at what cost, affecting project value and risk.
feasibility-stage technical
"a feasibility-stage, open pit, heap leach gold project located on the Carlin trend"
Feasibility-stage is the early phase when a project, clinical study, or business idea is being tested to see if it can work in practice, covering technical, regulatory, and financial questions. For investors, this stage matters because it signals high uncertainty and risk but also the chance for large upside if key hurdles are cleared—think of it like a prototype test drive that determines whether a full launch is worth the bigger investment.
forward-looking statements regulatory
"includes certain statements and information that constitute forward-looking statements within the meaning of applicable securities legislation"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did Orla Mining (ORLA) announce with Equinox Gold?
Orla Mining announced that the Supreme Court of British Columbia granted final approval for its business combination with Equinox Gold. Under this court-approved plan of arrangement, Equinox Gold will acquire all issued and outstanding Orla common shares to create a combined gold mining company.

What will ORLA shareholders receive in the Equinox Gold acquisition?
Each Orla Mining (ORLA) shareholder will receive 1.00 Equinox Gold common share and US$0.0001 in cash for every Orla common share held. This share-for-share exchange, plus nominal cash, is set out in the court-approved plan of arrangement between the two companies.

When is the Orla Mining (ORLA) and Equinox Gold arrangement expected to close?
The arrangement between Orla Mining (ORLA) and Equinox Gold is expected to close on or about July 31, 2026, subject to obtaining all required approvals and the satisfaction or waiver of remaining conditions outlined for completing the business combination.

What happens to Orla Mining (ORLA) stock listings after the Equinox deal closes?
After the arrangement closes, Orla Mining shares are expected to be delisted from the Toronto Stock Exchange and NYSE American. Orla also anticipates applying to cease to be a reporting issuer in Canada and to terminate its U.S. Exchange Act registration.

What core mining assets does Orla Mining (ORLA) currently own?
Orla Mining (ORLA) has three 100%-owned material projects: Camino Rojo, a gold and silver open-pit heap leach mine in Mexico; Musselwhite Mine, an underground gold mine in Ontario; and South Railroad, a feasibility-stage open pit heap leach gold project in Nevada.

What key risks are noted in Orla Mining’s (ORLA) forward-looking statements about the arrangement?
Orla Mining (ORLA) highlights risks including gold price fluctuations, cost inflation, permitting and regulatory approvals, operational hazards, community and Indigenous relations, legal or political changes, and the possibility conditions to the arrangement are not satisfied, which could cause actual outcomes to differ materially.

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

UNDER the Securities Exchange Act of 1934

 

For the month of July 2026

 

Commission File Number: 001-39766

 

ORLA MINING LTD.

(Translation of registrant's name into English)

 

Suite 2020 - 666 Burrard Street

Vancouver, BC

V6C 2X8

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F    ☐   Form 40-F    ☒

 

 

 

 

 

 
 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    ORLA MINING LTD..
        
Date: July 28, 2026    /s/ Etienne Morin
 

Name: Etienne Morin

Title:   Chief Financial Officer



 

 

   

 

 
 

 

EXHIBIT INDEX

 

 

Exhibit   Description of Exhibit
     
99.1   Press Release dated July 28, 2026

Exhibit 99.1

 

News Release 

Orla Receives Court Approval for Business Combination with Equinox Gold

VANCOUVER, BC, July 28, 2026 /CNW/ -- Orla Mining Ltd. (TSX: OLA) (NYSE: ORLA) ("Orla" or the "Company") is pleased to announce that the Supreme Court of British Columbia has granted the final order in connection with the Company's previously announced business combination (the "Arrangement") with Equinox Gold Corp. (TSX: EQX) (NYSE American: EQX) ("Equinox Gold") pursuant to a court-approved plan of arrangement, whereby Equinox Gold will, among other things, acquire all of the issued and outstanding common shares of Orla. Pursuant to the Arrangement, holders of common shares of Orla will receive 1.00 common share of Equinox Gold and US$0.0001 in cash for each Orla common share held.

Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close on or about July 31, 2026. Following closing of the Arrangement, the Orla shares are expected to be delisted from the Toronto Stock Exchange and the NYSE American Stock Exchange (the "Delisting"). Following the Delisting, it is anticipated that Orla will apply to cease to be a reporting issuer under applicable Canadian securities laws and will terminate its registration under Section 12(b) of the United States Securities Exchange Act of 1934, as amended.

For a more detailed description of the Arrangement, please refer to Orla's management information circular dated June 19, 2026 (the "Circular"), available on SEDAR+ and EDGAR under the Company's profile at www.sedarplus.ca and www.sec.gov, respectively, and on Orla's website at https://orlamining.com/investors/special-meeting/.

About Orla Mining Ltd.

Orla's corporate strategy is to acquire, develop, and operate mineral properties where the Company's expertise can substantially increase stakeholder value. The Company has three material projects, consisting of two operating mines and one development project, all 100% owned by the Company: (1) Camino Rojo, in Zacatecas State, Mexico, an operating gold and silver open-pit and heap leach mine and the potential underground Project. The property covers over 139,000 hectares which contains a large oxide and sulphide Mineral Resource; (2) Musselwhite Mine, in Northwestern Ontario, Canada, an underground gold mine that has been in operation for over 25 years and produced over 6 million ounces of gold, with a long history of resource growth and conversion; and (3) South Railroad (South Carlin Complex), in Nevada, United States, a feasibility-stage, open pit, heap leach gold project located on the Carlin trend. The technical reports for the Company's material projects are available on Orla's website at www.orlamining.com, and on SEDAR+ and EDGAR under the Company's profile at www.sedarplus.ca and www.sec.gov, respectively.

On Behalf of the Board

"Jason Simpson"
 President and Chief Executive Officer

For further information, please contact:

Andrew Bradbury
Vice President, Investor Relations & Corporate Development

www.orlamining.com
investor@orlamining.com

Forward-looking Statements

This news release includes certain statements and information that constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities legislation and may include future-oriented financial information (collectively "forward-looking statements"), including statements regarding the intent of the Company, or the beliefs or current expectations of the officers and directors of the Company for the combined company. When used in this news release, words such as "will", "expect", "potential", "path", "objective", "becoming", "subject to", "expected", "to be", "look forward", "intends", "plans", "enter", "create", "enhance", "improve", and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "may", "could", "would", "should", "occur" or "be achieved" or the negative connotation of such terms. As well, forward-looking statements may relate to future outlook and anticipated events, such as the combined company's plans and expectations with respect to the proposed Arrangement and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto; and the expected timing of completion of the Arrangement.

The forward-looking statements contained herein include certain material assumptions and estimates regarding the forward-looking statements that, if untrue, could cause actual results, performances or achievements of the Companies to be materially different, including without limitation, assumptions regarding future gold prices, future prices of inputs to the Companies operations, future exchange rates, the Companies' ability to carry on exploration, development, and mining activities as currently contemplated; the success of the new management team; the realization of synergies and premiums; the satisfaction of all conditions to the completion of the Arrangement; Mineral Reserve and Mineral Resource estimates and the assumptions on which they are based; and that there will be no material adverse changes or disruptions affecting the companies or its respective properties.

While Orla considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. Although Orla believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. The Company cautions that forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements contained in this news release. Such factors include, without limitation: risks related to fluctuations in gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services; fluctuations in currency markets; sanctions and/or tariffs against countries where the combined company will have assets; the potential for labour-related disruptions and unplanned delays or interruptions in scheduled construction, development and production, including by blockade; operational risks and hazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); inadequate insurance, or inability to obtain insurance to cover these risks and hazards; employee relations; relationships with, and claims by, local communities and indigenous populations; the combined company's ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner or at all; changes in laws, regulations and government practices, including environmental, export and import laws and regulations; capital, decommissioning and reclamation estimates; the potential for legal restrictions relating to mining including; expropriation; increased competition in the mining industry; and the ability of the combined company to work productively with its Indigenous and community partners.

Additional factors are identified in Orla's and Equinox Gold's other filings with securities regulators including, but not limited to, the Circular, Orla's MD&A dated March 19, 2026 for the year ended December 31, 2025, Orla's annual information form dated March 19, 2026 for the year ended December 31, 2025, and Orla's MD&A dated May 8, 2026 for the three months ended March 31, 2026, all of which are available on Orla's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Accordingly, readers are cautioned not to put undue reliance on the forward-looking statements or information contained in this news release.

Forward-looking statements are designed to help readers understand management's views as of that time with respect to future events and speak only as of the date they are made. Except as required by applicable law, Orla assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If Orla updates any one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

SOURCE Orla Mining Ltd.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/July2026/28/c9599.html

%CIK: 0001680056

CO: Orla Mining Ltd.

CNW 17:00e 28-JUL-26

Source: View Original Filing on SEC EDGAR

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