As filed with the Securities and Exchange Commission
on September 15, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
ORLA MINING, LTD.
(Exact name of Company as specified in its charter)
| Canada |
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N/A |
|
(State or other jurisdiction of
incorporation
or organization) |
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(I.R.S. Employer
Identification Number) |
Suite 1010, 1075 West Georgia Street
Vancouver, British Columbia, Canada V6E 3C9
(Address of Principal Executive Offices, including
zip code)
Orla Mining Ltd. Stock Option Plan
Orla Mining Ltd. Restricted Share Unit Plan
(Full title of the plan)
C T Corporation System
28 Liberty Street
New York, New York 10005
(212) 894-8940
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jen Hansen
Cassels Brock & Blackwell LLP
2200 RBC Place
885 West Georgia Street
Vancouver, British Columbia
Canada V6C 3E8
(604) 691-6100 |
|
John Koenigsknecht
Crowell & Moring LLP
455 N. Cityfront Plaza Drive
Suite 3600
Chicago, Illinois 60611
(312) 321-4200 |
Indicate by check mark whether the Company is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company (as defined in Rule 12b-2 of
the Exchange Act):
| Large Accelerated Filer |
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Accelerated Filer |
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x |
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| Non-accelerated Filer |
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¨ |
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Smaller Reporting Company |
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¨ |
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Emerging Growth Company |
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¨ |
If an emerging growth company, indicate by check mark if the Company
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Orla Mining Ltd. (the “Company” or the “Registrant”)
is filing this registration statement on Form S-8 to register 1,080,517 additional shares of the Company’s common shares,
no par value (the “Common Shares”) authorized for issuance under the Company’s Restricted Share Unit Plan (the “RSU
Plan”). On May 19, 2025, the Company filed with the Securities and Exchange Commission (the “Commission”) a Management
Information Circular that included proposals to, among other things, (i) amend the RSU Plan to increase the number of shares available
for issuance under the RSU Plan to 3,500,000 Common Shares, and to amend certain provisions of the RSU Plan and (ii) to amend the
Company’s Stock Option Plan (collectively, the “Amendments”). The Amendments were approved by the Company’s stockholders
on June 24, 2025. In accordance with General Instruction E of Form S-8, the Company hereby incorporates by reference into this
Registration Statement the contents of the prior Registration Statement on Form S-8 (File No. 333-272171) and hereby
deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission pursuant
to the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) are incorporated herein by reference:
| (a) | The Company’s Annual
Report on Form 40-F for the fiscal year ended December 31, 2024, filed on March 19, 2025, excluding the incorporation by
reference of (i) the disclosure contained under the heading “Mineral Projects – The Camino Rojo Project”, (ii) the
Mineral Reserve and Mineral Resource estimates for the Camino Rojo Project contained under the heading “Summary of Mineral
Reserve and Mineral Resource Estimates” and (iii) the disclosure contained under “2021 Camino Rojo Report” under
the heading “Interests of Experts” in Exhibit
99.1 to the Annual Report on Form 40-F, as such excluded information has been superseded by the information incorporated by
reference herein in subsection (h) below; and (iv) the references to, and all statements relating to, the qualified person
responsible for the Mineral Resource estimate for the Musselwhite Mine, contained in the Annual Information Form under the headings
“Summary of Mineral Reserve and Mineral Resource Estimates - Mineral Resources - Mineral Resource Notes - Musselwhite,
Ontario” , “Mineral Projects - The Musselwhite Mine” and “Interests of Experts - Qualified Persons under NI
43-101”, as such excluded information has been superseded by the information incorporated by reference herein in subsection
(h) below; |
| (b) | Audited Consolidated Annual Financial Statements of the Company as at, and for the years ended December 31, 2024 and 2023, together
with the independent registered public accounting firm’s report thereon and the notes thereto and the independent registered public accounting firm’s report on the Company’s internal control over financial reporting as of December
31, 2024 (incorporated by reference to Exhibit 99.3 of the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2024,
as filed with the Commission on March 19, 2025); |
| (c) | Management’s Discussions and Analysis of the Company for the year ended December 31, 2024 (incorporated by reference to Exhibit 99.2 of the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2024, as filed with the Commission on March 19, 2025); |
| (d) | Condensed Interim Financial Statements for the three and six months ended June 30, 2025 (incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K, as furnished to the Commission on August 12, 2025); |
| (e) | Management’s Discussion and Analysis of the Company for the three and six months ended June 30, 2025 (incorporated by reference to Exhibit 99.2 of the Company’s Report on Form 6-K, as furnished to the Commission on August 12, 2025); |
| (f) | Material Change Report dated June 13, 2025, (incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K, as furnished to the Commission on June 13, 2025); |
| (g) | Material Change Report dated July 28, 2025, (incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K, as furnished to the Commission on July 29, 2025); |
| (h) | The description of the Camino Rojo Project contained under the heading “Camino Rojo Project” and the statements
relating to Mark Williams, P.Geo, Chief Geologist at Musselwhite made under the heading “Interests of Experts” in the
Company’s Registration Statement on Form F-10, as filed with the Commission on September 15, 2025; |
| (i) | Business Acquisition Report of the Registrant dated May 13, 2025, (incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K, as furnished to the Commission on May 14, 2025, as amended by the Company's Report on Form 6-K/A as furnished to the Commission on September 15, 2025); |
| (j) | The Management Information Circular dated May 9, 2025, prepared in connection with the 2025 Annual General and Special Meeting of Shareholders (incorporated by reference to Exhibit 99.2 of the Company’s Report on Form 6-K, as furnished to the Commission on May 12, 2025); |
| (k) | All other reports filed by the Company under Section 13(a) or 15(d) of the Exchange Act since December 31, 2024;
and |
| (l) | The description of the Company’s Common Shares contained in the Company’s Registration Statement on Form 40-F
(incorporated by reference to Exhibit 99.36 to the Company’s Registration Statement on Form 40-F, as filed on December 4, 2020), as
updated by the description of the Common Shares in the Company’s Annual
Information Form for the year ended December 31, 2024 (incorporated
by reference to Exhibit 99.1 to the Company’s Annual Report on Form 40-F for the year ended December 31, 2024,
as filed on March 19, 2025). |
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold, including any Reports of Foreign Private
Issuers on Form 6-K submitted during such period (or portion thereof) that are identified in such form as being incorporated by reference
into this Registration Statement, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
Item 8. Exhibits.
EXHIBIT INDEX
| 4.1 |
Orla Mining Ltd. Stock Option Plan, as amended June 24, 2025 (incorporated by reference to Schedule C of Exhibit 99.2 of the Company’s Report on Form 6-K, as filed with the Commission on May 19, 2025. |
| 4.2 |
Orla Mining Ltd. Restricted Share Unit Plan, as amended June 24, 2025 (incorporated by reference to Schedule D of Exhibit 99.2 of the Company’s Report on Form 6-K, as filed with the Commission on May 19, 2025. |
| 5.1 |
Opinion of Cassels Brock & Blackwell LLP. |
| 23.1 |
Consent of Auditors - Ernst & Young LLP |
| 23.2 |
Consent of Auditors - Ernst & Young LLP |
| 23.3 |
Consent of J. Andrew Cormier |
| 23.4 |
Consent of Sylvain Guerard |
| 23.5 |
Consent of Stephen Ling |
| 23.6 |
Consent of Andrew Kelly |
| 23.7 |
Consent of Caleb Cook |
| 23.8 |
Consent of Luis Vasquez |
| 23.9 |
Consent of Marie-Christine Gosselin |
| 23.10 |
Consent of RESPEC Company LLC |
| 23.11 |
Consent of Benjamin Bermudez |
| 23.12 |
Consent of Richard DeLong |
| 23.13 |
Consent of Thomas L. Dyer |
| 23.14 |
Consent of Art S. Ibrado |
| 23.15 |
Consent of Michael Lindholm |
| 23.16 |
Consent of Kevin Lutes |
| 23.17 |
Consent of Matthew Sletten |
| 23.18 |
Consent of Gary L. Simmons |
| 23.19 |
Consent of David Frost |
| 23.20 |
Consent of Daniel M. Gagnon |
| 23.21 |
Consent
of James (Jim) Theriault |
| 23.22 |
Consent of WSP Canada Inc. |
| 23.23 |
Consent of Paul Palmer |
| 23.24 |
Consent of William Richard McBride |
| 23.25 |
Consent of Jack Lawson |
| 23.26 |
Consent
of Mark Williams |
| 23.27 |
Consent of Ryan Wilson |
| 23.28 |
Consent of Cassels Brock & Blackwell LLP (included in Exhibit 5.1) |
| 24.1 |
Power of Attorney (Included on signature page of this Registration Statement) |
| 107 |
Filing Fee Table |
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Vancouver, British Columbia, country of Canada, on September 15, 2025.
| ORLA MINING
LTD. |
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| By: |
/s/
Jason Simpson |
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Jason Simpson
President & Chief Executive Officer |
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each individual whose signature appears below hereby constitutes and appoints Jason Simpson and Etienne Morin, and each of them,
with full power to act without the other, his or her true and lawful agent, proxy and attorney-in -fact, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement
on Form S-8 and any and all amendments, including post-effective amendments, and supplements to this Registration Statement on Form S-8,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission
or any regulatory authority, granting unto said attomeys-in-fact and agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attomeys-in-fact and agents or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
This Power of Attorney
may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
Pursuant to the
requirements of the Securities Act, this registration statement and powers of attorney have been signed by the following persons in the
capacities and on the dates indicated:
| Signature |
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Title |
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Date |
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| /s/ Jason
Simpson |
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President, Chief Executive
Officer and Director |
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September 15, 2025 |
| Jason Simpson |
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(principal executive officer) |
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| /s/ Etienne
Morin |
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Chief Financial Officer |
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September 15, 2025 |
| Etienne Morin |
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(principal financial and accounting officer) |
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| /s/ Charles
A. Jeannes |
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Non-Executive
Chairman of the Board, Director |
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September
15, 2025 |
| Charles A. Jeannes |
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| /s/ Jean
Robitaille |
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Director |
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September 15, 2025 |
| Jean Robitaille |
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| /s/ David
Stephens |
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Director |
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September 15, 2025 |
| David Stephens |
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| /s/ Elizabeth
McGregor |
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Director |
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September 15, 2025 |
| Elizabeth McGregor |
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| /s/ Tamara
Brown |
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Director |
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September 15, 2025 |
| Tamara Brown |
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| /s/ Scott
Langley |
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Director |
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September 15, 2025 |
| Scott Langley |
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| /s/ Ana
Sofia Rios |
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Director |
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September 15, 2025 |
| Ana Sofia Rios |
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| /s/ Rob
Krcmarov |
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Director |
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September 15, 2025 |
| Rob Krcmarov |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, solely in the capacity of the
duly authorized representative of Orla Mining Ltd. in the United States on September 15, 2025.
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PUGLISI & ASSOCIATES
(Authorized U.S. Representative) |
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| By: |
/s/
Donald J. Puglisi |
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Name: Donald J. Puglisi
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Title: Managing Director |
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