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Orla Mining (NYSE: ORLA) wins 99.9% support for Equinox Gold deal

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6-K

Rhea-AI Filing Summary

Orla Mining Ltd. reports that holders of its common shares overwhelmingly approved a business combination with Equinox Gold Corp., with 99.91% of votes cast supporting a special resolution to implement a court-approved plan of arrangement under which Equinox Gold will acquire all issued and outstanding Orla shares. Shareholders present in person or by proxy voted 299,503,671 shares for and 263,709 shares against the arrangement.

Equinox Gold shareholders also approved the arrangement at their special meeting on July 22, 2026. Key regulatory and listing approvals, including Canadian and Mexican competition authorizations and approvals from the Toronto Stock Exchange and NYSE American for the transaction and related Equinox Gold share listings, have been received. Orla intends to seek a final order from the Supreme Court of British Columbia at a hearing expected on July 28, 2026, and, if all remaining conditions are satisfied or waived, the combination is expected to close on or about July 31, 2026.

Orla highlights a portfolio of three 100%-owned material projects: the Camino Rojo gold and silver open-pit and heap leach mine in Mexico, the Musselwhite underground gold mine in Ontario, and the South Railroad feasibility-stage gold project in Nevada.

Positive

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Negative

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Votes for Arrangement Resolution 299,503,671 votes Votes cast in favour of the Arrangement Resolution at the July 22, 2026 special meeting
Votes against Arrangement Resolution 263,709 votes Votes cast against the Arrangement Resolution at the July 22, 2026 special meeting
Percentage votes for 99.91% Proportion of votes cast in favour of approving the Arrangement
Percentage votes against 0.09% Proportion of votes cast against approving the Arrangement
Expected closing date July 31, 2026 Expected closing of the Arrangement if all conditions are satisfied or waived
Number of material projects 3 projects Camino Rojo in Mexico, Musselwhite Mine in Ontario, and South Railroad in Nevada
Musselwhite historical production over 6 million ounces of gold Total gold produced by Musselwhite Mine over more than 25 years of operation
Camino Rojo property size over 139,000 hectares Land area covered by the Camino Rojo gold and silver project in Zacatecas State, Mexico
plan of arrangement regulatory
"to approve a plan of arrangement under Section 192 of the Canada"
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.
special resolution regulatory
"passed a special resolution (the “Arrangement Resolution”) to approve"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
National Instrument 51-102 regulatory
"pursuant to Section 11.3 of National Instrument 51-102 - Continuous"
National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.
heap leach technical
"an operating gold and silver open-pit and heap leach mine and the"
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; (2) Musselwhite"
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.

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

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FAQ

What did Orla Mining (ORLA) shareholders approve on July 22, 2026?
Orla Mining shareholders approved a business combination with Equinox Gold via a court-approved plan of arrangement, under which Equinox Gold will acquire all issued and outstanding Orla common shares pursuant to a special resolution.

What were the voting results for Orla Mining (ORLA)'s arrangement with Equinox Gold?
Shareholders voted 299,503,671 shares (99.91%) for and 263,709 shares (0.09%) against the Arrangement Resolution at the special meeting, indicating overwhelming support for the business combination with Equinox Gold.

Which approvals for the Orla Mining (ORLA) and Equinox Gold arrangement have been received?
The arrangement has received Canadian and Mexican competition authorizations and approvals from the Toronto Stock Exchange and NYSE American for the transaction and for listing the Equinox Gold shares to be issued.

What approvals are still required before the Orla Mining (ORLA) and Equinox Gold combination can close?
Orla must obtain a final order from the Supreme Court of British Columbia and satisfy or waive certain customary closing conditions before the plan of arrangement with Equinox Gold can be completed.

When is the Orla Mining (ORLA) and Equinox Gold transaction expected to close?
If all conditions are satisfied or waived, the business combination between Orla Mining and Equinox Gold is expected to close on or about July 31, 2026, following the anticipated court hearing on July 28, 2026.

What are Orla Mining (ORLA)'s key mining assets mentioned in the filing?
Orla highlights three 100%-owned material projects: Camino Rojo in Mexico, Musselwhite Mine in Ontario, and South Railroad in Nevada, including operating gold mines and a feasibility-stage open-pit, heap leach gold project.

How did Equinox Gold shareholders vote on the combination with Orla Mining (ORLA)?
Equinox Gold shareholders also voted to approve the Arrangement at a special meeting held on July 22, 2026, satisfying the Equinox shareholder approval condition for the business combination.

 

 

 

 

 

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 22, 2026    /s/ Etienne Morin
 

Name: Etienne Morin

Title:   Chief Financial Officer



 

 

   

 

 
 

 

EXHIBIT INDEX

 

 

Exhibit   Description of Exhibit
     
99.1   Press Release dated July 22, 2026
99.2   Report of Voting Results

Exhibit 99.1

 

News Release 

Orla Shareholders Overwhelmingly Approve Business Combination with Equinox Gold

VANCOUVER, BC, July 22, 2026 /CNW/ - Orla Mining Ltd. (TSX: OLA) (NYSE: ORLA) ("Orla" or the "Company") is pleased to announce that holders of Orla common shares (the "Shareholders") have overwhelmingly approved the 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. The vote was passed at Orla's special meeting of Shareholders (the "Meeting") held earlier today.

The Arrangement was approved, by special resolution, by 99.91% of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. The report of voting results will be available under the Company's profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

"Orla has evolved from a single development asset to an intermediate producer with a portfolio of operating and development assets centred in North America. The combination with Equinox dramatically enhances our North American portfolio and propels us to a senior gold producer with industry leading growth potential. I would like to thank our shareholders for their continued support along this journey where we created tremendous benefits for all our stakeholders. I would also like to thank each member of the Orla team for all they have accomplished in building this Company together. I am excited for what's to come next from this combination with Equinox Gold."

•Jason Simpson, President and Chief Executive Officer of Orla

As announced today by Equinox Gold, shareholders of Equinox Gold also voted to approve the Arrangement at the special meeting of shareholders of Equinox Gold held on July 22, 2026.

With the approval by the Shareholders, Orla will now seek a final order from the Supreme Court of British Columbia (the "Court") to approve the Arrangement at a hearing expected to be held on July 28, 2026. In addition to approval of the Court, completion of the Arrangement is subject to applicable regulatory approvals, including both Canadian (received) and Mexican competition authorization (received), the approval of each of the Toronto Stock Exchange (received) and the NYSE American (received) for (i) the Arrangement and (ii) for the listing and posting for trading of the Equinox Gold common shares to be issued in connection with the Arrangement and the satisfaction of certain other closing conditions customary for a transaction of this nature. If all conditions are satisfied or waived, the Arrangement is expected to close on or about July 31, 2026.

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.

For further information, please contact:

Andrew Bradbury
Vice President, Investor Relations and 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 consummation and timing of the Arrangement; the application for a final order of the Court approving the Arrangement; the timing for closing of the Arrangement; the satisfaction of the conditions precedent to the Arrangement; the strengths, characteristics, value, portfolio and potential of the combined company; the enhancement of the North American portfolio and growth potential of the combined company; and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto.

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); the closing of the Arrangement; proposed changes in management and the board of directors; 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's other filings with securities regulators including, but not limited to, Orla's management information circular dated June 19, 2026, 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/July2026/22/c1702.html

%CIK: 0001680056

CO: Orla Mining Ltd.

CNW 15:13e 22-JUL-26

 

 

 

EXHIBIT 99.2

 

 

 

 

 

 

 

 

 

 

 

July 22, 2026

 

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers

Financial and Consumer Services Commission (New Brunswick)

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Government of Newfoundland and Labrador

Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island

Office of the Superintendent of Securities Northwest Territories

Office of the Yukon Superintendent of Securities

Nunavut Securities Office

 

 

Dear Sirs/Mesdames:

 

Re:         Orla Mining Ltd. (the “Company”)

Report of Voting Results pursuant to Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”)

 

Following the special meeting of shareholders of the Company held on July 22, 2026 (the “Meeting”), and in accordance with Section 11.3 of NI 51-102, the Company advises of the following voting results obtained at the Meeting:

 

The shareholders of the Company present in person or represented by proxy at the Meeting passed a special resolution (the “Arrangement Resolution”) to approve a plan of arrangement under Section 192 of the Canada Business Corporations Act (British Columbia) involving the Company and Equinox Gold Corp. pursuant to an arrangement agreement dated May 12, 2026 between the parties.

 

The shareholders of the Company present in person or represented by proxy and entitled to vote at the Meeting voted by way of ballot on the Arrangement Resolution as follows:

 

# Votes For % Votes For # Votes Against % Votes Against
299,503,671 99.91% 263,709 0.09%

 

Yours sincerely,

 

Orla Mining Ltd.

 

Jason Simpson

President, Chief Executive Officer and Director

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Press Releases