Orla Mining (ORLA) investor Fairfax trims stake, still owns 20.3% of shares

Rhea-AI Filing Summary

Orla Mining Ltd. shareholder Fairfax Financial Holdings and its affiliates filed an amended Schedule 13D after selling 25,000,000 common shares of Orla on December 4, 2025 at CDN$17.6435 per share, for aggregate proceeds of approximately CDN$441.1 million. The sale was described as part of a rebalancing of Fairfax’s investment portfolios.

After this transaction, the reporting group beneficially owns 78,074,283 Orla shares, representing 20.3% of the class, based on 339,896,220 shares issued and outstanding as of November 11, 2025 (including assumed conversion or exercise of Fairfax-held convertible notes and warrants). The filing lists detailed ownership and voting/dispositive power across numerous Fairfax-related entities and notes that they may buy or sell additional Orla securities in the future depending on market and other factors.

Insights

Equity ownership and governance analyst

Fairfax trims its Orla Mining position but remains a major 20.3% holder.

Fairfax Financial Holdings and affiliated entities disclose that they sold 25,000,000 Orla Mining shares at CDN$17.6435 each for aggregate proceeds of about CDN$441.1 million. This is framed as part of a portfolio rebalancing, which is a common reason for large institutional trades and does not by itself state any change in their view of the company.

After the sale, the group reports beneficial ownership of 78,074,283 shares, or 20.3% of Orla’s common stock, calculated on 339,896,220 shares outstanding as of November 11, 2025 (including assumed conversion or exercise of Fairfax-held convertible notes and warrants). Voting and dispositive power are shared across multiple Fairfax and Allied World entities, but aggregate control levels remain clearly above typical passive thresholds.

The filing also states that while there are no present plans to sell additional Orla securities, Fairfax-related entities may choose to buy or sell more shares based on price, market conditions, funding, and alternative opportunities. Subsequent ownership updates in future beneficial ownership filings will provide clarity if Fairfax makes further meaningful changes to its Orla position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ORLA MINING LTD.

(Name of Issuer)

COMMON STOCK, NO PAR VALUE

(Title of Class of Securities)

68634K106

(CUSIP Number)

Sean J. Skiffington
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, A6, M5L 1E8
647.280.5756

Ryan E. Robski
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, A6, M5L 1E8
416.302.1391

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

V. PREM WATSA

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 78,074,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 78,074,283.00

11

Aggregate amount beneficially owned by each reporting person

78,074,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

THE SECOND 810 HOLDCO LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 78,074,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 78,074,283.00

11

Aggregate amount beneficially owned by each reporting person

78,074,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

THE SECOND 1109 HOLDCO LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 78,074,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 78,074,283.00

11

Aggregate amount beneficially owned by each reporting person

78,074,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

THE SIXTY TWO INVESTMENT COMPANY LIMITED

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 78,074,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 78,074,283.00

11

Aggregate amount beneficially owned by each reporting person

78,074,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

12002574 CANADA INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 78,074,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 78,074,283.00

11

Aggregate amount beneficially owned by each reporting person

78,074,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

FAIRFAX FINANCIAL HOLDINGS LIMITED

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 78,074,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 78,074,283.00

11

Aggregate amount beneficially owned by each reporting person

78,074,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

FFHL GROUP LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 27,300,549.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 27,300,549.00

11

Aggregate amount beneficially owned by each reporting person

27,300,549.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

FAIRFAX (US) INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 27,300,549.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 27,300,549.00

11

Aggregate amount beneficially owned by each reporting person

27,300,549.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ODYSSEY GROUP HOLDINGS, INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,473,106.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,473,106.00

11

Aggregate amount beneficially owned by each reporting person

13,473,106.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ODYSSEY REINSURANCE COMPANY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CONNECTICUT

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,473,106.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,473,106.00

11

Aggregate amount beneficially owned by each reporting person

13,473,106.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

CRUM & FORSTER HOLDINGS CORP.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,827,443.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,827,443.00

11

Aggregate amount beneficially owned by each reporting person

13,827,443.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

UNITED STATES FIRE INSURANCE COMPANY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,827,443.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,827,443.00

11

Aggregate amount beneficially owned by each reporting person

13,827,443.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

THE NORTH RIVER INSURANCE COMPANY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,942,481.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,942,481.00

11

Aggregate amount beneficially owned by each reporting person

2,942,481.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

NORTHBRIDGE FINANCIAL CORPORATION

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

NORTHBRIDGE GENERAL INSURANCE CORPORATION

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

FEDERATED INSURANCE COMPANY OF CANADA

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

CRC REINSURANCE LIMITED

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BARBADOS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

1102952 B.C. UNLIMITED LIABILITY COMPANY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 50,773,734.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 50,773,734.00

11

Aggregate amount beneficially owned by each reporting person

50,773,734.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 50,773,734.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 50,773,734.00

11

Aggregate amount beneficially owned by each reporting person

50,773,734.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 50,773,734.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 50,773,734.00

11

Aggregate amount beneficially owned by each reporting person

50,773,734.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD ASSURANCE COMPANY, LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 50,773,734.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 50,773,734.00

11

Aggregate amount beneficially owned by each reporting person

50,773,734.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 50,773,734.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 50,773,734.00

11

Aggregate amount beneficially owned by each reporting person

50,773,734.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 50,773,734.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 50,773,734.00

11

Aggregate amount beneficially owned by each reporting person

50,773,734.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD INSURANCE COMPANY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW HAMPSHIRE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 49,357,124.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,357,124.00

11

Aggregate amount beneficially owned by each reporting person

49,357,124.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD ASSURANCE COMPANY (U.S.) INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,125,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,125,000.00

11

Aggregate amount beneficially owned by each reporting person

2,125,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

AW UNDERWRITERS INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,086,599.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,086,599.00

11

Aggregate amount beneficially owned by each reporting person

16,086,599.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD SPECIALTY INSURANCE COMPANY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,086,599.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,086,599.00

11

Aggregate amount beneficially owned by each reporting person

16,086,599.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD SURPLUS LINES INSURANCE COMPANY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ARKANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,880,656.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,880,656.00

11

Aggregate amount beneficially owned by each reporting person

1,880,656.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68634K106

1

Name of reporting person

ALLIED WORLD NATIONAL ASSURANCE COMPANY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW HAMPSHIRE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,416,610.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,416,610.00

11

Aggregate amount beneficially owned by each reporting person

1,416,610.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: COMMON STOCK, NO PAR VALUE
(b)	Name of Issuer: ORLA MINING LTD.
(c)	Address of Issuer's Principal Executive Offices: 1075 WEST GEORGIA STREET, SUITE 1010, VANCOUVER, BRITISH COLUMBIA, CANADA , V6E 3C9.
Item 1 Comment: Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 1 to Schedule 13D (this "Amendment") amends the statement on Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on March 7, 2025 (as amended and supplemented prior to the date hereof, the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D") by Fairfax Financial Holdings Limited and certain of its affiliates relating to the common shares, no par value ("Shares"), of Orla Mining Ltd. ("Orla"). The following amendments to Items 2, 4, 5 and 7 of the Original Schedule 13D are hereby made:
Item 2.	Identity and Background
(a)	V. PREM WATSA THE SECOND 810 HOLDCO LTD. THE SECOND 1109 HOLDCO LTD. THE SIXTY TWO INVESTMENT COMPANY LIMITED 12002574 CANADA INC. FAIRFAX FINANCIAL HOLDINGS LIMITED FFHL GROUP LTD. FAIRFAX (US) INC. ODYSSEY GROUP HOLDINGS, INC. ODYSSEY REINSURANCE COMPANY CRUM & FORSTER HOLDINGS CORP. UNITED STATES FIRE INSURANCE COMPANY THE NORTH RIVER INSURANCE COMPANY NORTHBRIDGE FINANCIAL CORPORATION NORTHBRIDGE GENERAL INSURANCE CORPORATION FEDERATED INSURANCE COMPANY OF CANADA CRC REINSURANCE LIMITED 1102952 B.C. UNLIMITED LIABILITY COMPANY ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD ALLIED WORLD ASSURANCE COMPANY, LTD ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC. ALLIED WORLD INSURANCE COMPANY ALLIED WORLD ASSURANCE COMPANY (U.S.) INC. AW UNDERWRITERS INC. ALLIED WORLD SPECIALTY INSURANCE COMPANY ALLIED WORLD SURPLUS LINES INSURANCE COMPANY ALLIED WORLD NATIONAL ASSURANCE COMPANY
(b)	95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada M5J 2N7 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada M5J 2N7 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada V6C 3L2 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7 401 East Corporate Drive, Suite 200, Lewisville, Texas, 75057, USA 300 First Stamford Place, Stamford, Connecticut, USA 06902 300 First Stamford Place, Stamford, Connecticut, USA 06902 1209 Orange Street, Wilmington, Delaware, USA 19801 1209 Orange Street, Wilmington, Delaware, USA 19801 305 Madison Avenue, Morristown, New Jersey, USA, 07962 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada M5H 1P9 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada M5H 1P9 55 Standish Court, Suite 300, Mississauga, Ontario, Canada L5R 4B2 #12 Pine Commercial, The Pine, St Michael, Barbados BB11103 1600-925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2 27 Richmond Road, Pembroke, Bermuda HM 08 27 Richmond Road, Pembroke, Bermuda HM 08 27 Richmond Road, Pembroke, Bermuda HM 08 27 Richmond Road, Pembroke, Bermuda HM 08 1209 Orange Street, Wilmington, Delaware, USA 19801 10 Ferry Street, Suite 313, Concord, New Hampshire, USA 03301 251 Little Falls Drive, Wilmington, Delaware, USA 19808 251 Little Falls Drive, Wilmington, Delaware, USA 19808 199 Water Street, 26th Floor, New York, New York 10038 425 West Capitol Avenue, Suite 1800, Little Rock, Arkansas, USA 72201-3525 10 Ferry Street, Suite 313, Concord, New Hampshire, USA 03301
(c)	For each of the Reporting Persons, a full response to Item 2(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth in Exhibit 99.5 hereto.
Item 4.	Purpose of Transaction
	On December 4, 2025, certain of the Reporting Persons sold an aggregate 25,000,000 Shares of Orla at a price of CDN$17.6435 per Share for aggregate proceeds of approximately CDN $441.1 million. This sale occurred in connection with the rebalancing of investment portfolios of Fairfax. While none of the Reporting Persons has any present plans to sell any further Shares or other securities of Orla, one or more of them could determine, based upon price, market conditions, availability of funds, evaluation of alternative investments and other factors, to sell some or all of such securities. Additionally, one or more entities affiliated with Fairfax, including one or more of the Reporting Persons, may determine to purchase additional securities of Orla in the open market or otherwise, depending on the same set of factors listed above with respect to sales.
Item 5.	Interest in Securities of the Issuer
(a)	Based on the most recent information available, the aggregate number and percentage of Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. The percentage of Shares beneficially owned by each of the Reporting Persons was calculated based on 339,896,220 Shares issued and outstanding as of November 11, 2025, as reported by Orla (and assuming the conversion or exercise, as applicable, of all of the Convertible Notes and the Warrants held by the Reporting Persons into Shares).
(b)	The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. To the best knowledge of the Reporting Persons, the persons listed in Exhibit 99.6 hereto beneficially own the amounts of Shares listed therein and have sole voting power and sole dispositive power with respect to such Shares.
(c)	Except as described in Exhibit 99.7, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Exhibit 99.5 for each of the Reporting Persons, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.
(d)	No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.5 Directors and Officers of the Reporting Persons Exhibit 99.6 Beneficial Ownership by Directors and Officers Exhibit 99.7 Transactions in the Shares of the Issuer by the Reporting Persons During the Last Sixty (60) Days

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

V. PREM WATSA

Signature:	/s/ V. Prem Watsa
Name/Title:	V. Prem Watsa
Date:	12/08/2025

THE SECOND 810 HOLDCO LTD.

Signature:	/s/ V. Prem Watsa
Name/Title:	V. Prem Watsa, Director
Date:	12/08/2025

THE SECOND 1109 HOLDCO LTD.

Signature:	/s/ V. Prem Watsa
Name/Title:	V. Prem Watsa, President
Date:	12/08/2025

THE SIXTY TWO INVESTMENT COMPANY LIMITED

Signature:	/s/ V. Prem Watsa
Name/Title:	V. Prem Watsa, President
Date:	12/08/2025

12002574 CANADA INC.

Signature:	/s/ V. Prem Watsa
Name/Title:	V. Prem Watsa, President
Date:	12/08/2025

FAIRFAX FINANCIAL HOLDINGS LIMITED

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, President and Chief Operating Officer
Date:	12/08/2025

FFHL GROUP LTD.

Signature:	/s/ V. Prem Watsa
Name/Title:	V. Prem Watsa, President
Date:	12/08/2025

FAIRFAX (US) INC.

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ODYSSEY GROUP HOLDINGS, INC.

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ODYSSEY REINSURANCE COMPANY

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

CRUM & FORSTER HOLDINGS CORP.

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

UNITED STATES FIRE INSURANCE COMPANY

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

THE NORTH RIVER INSURANCE COMPANY

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

NORTHBRIDGE FINANCIAL CORPORATION

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

NORTHBRIDGE GENERAL INSURANCE CORPORATION

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

FEDERATED INSURANCE COMPANY OF CANADA

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

CRC REINSURANCE LIMITED

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

1102952 B.C. UNLIMITED LIABILITY COMPANY

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD ASSURANCE COMPANY, LTD

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD INSURANCE COMPANY

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD ASSURANCE COMPANY (U.S.) INC.

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

AW UNDERWRITERS INC.

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD SPECIALTY INSURANCE COMPANY

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD SURPLUS LINES INSURANCE COMPANY

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

ALLIED WORLD NATIONAL ASSURANCE COMPANY

Signature:	/s/ Peter Clarke
Name/Title:	Peter Clarke, Attorney-In-Fact
Date:	12/08/2025

Comments accompanying signature:

Power of attorney, dated March 9, 2020 (incorporated by reference to Exhibit 8 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on March 9, 2020). Power of attorney, dated June 14, 2021 (incorporated by reference to Exhibit 5 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on June 14, 2021).

FAQ

What did Fairfax disclose in this amended Schedule 13D for Orla Mining (ORLA)?

The filing reports that Fairfax Financial Holdings Limited and its affiliates amended their Schedule 13D for Orla Mining Ltd. after selling 25,000,000 Orla common shares on December 4, 2025. It updates their beneficial ownership levels, voting power, and dispositive power across multiple related entities.

How many Orla Mining shares did Fairfax sell and at what price?

Certain Fairfax-related reporting persons sold an aggregate of 25,000,000 Orla common shares at a price of CDN$17.6435 per share, for total proceeds of approximately CDN$441.1 million. The sale is described as occurring in connection with a rebalancing of Fairfax’s investment portfolios.

What is Fairfax’s current ownership stake in Orla Mining after the sale?

The reporting group states that it beneficially owns 78,074,283 Orla shares, representing 20.3% of the class. This percentage is based on 339,896,220 Orla shares issued and outstanding as of November 11, 2025, assuming conversion or exercise of the convertible notes and warrants held by the reporting persons.

How is the Orla Mining ownership distributed among Fairfax and its affiliates?

The filing provides separate cover pages for numerous entities, including V. Prem Watsa, several Fairfax Financial Holdings Limited subsidiaries, FFHL Group Ltd., Odyssey Group Holdings, Inc., Crum & Forster Holdings Corp., and multiple Allied World entities. Each entry lists the aggregate shares beneficially owned, and the sole or shared voting and dispositive power for that entity.

On what share count does Fairfax base its 20.3% Orla Mining ownership figure?

The reported 20.3% ownership is calculated using 339,896,220 Orla common shares issued and outstanding as of November 11, 2025, as reported by Orla. This calculation assumes the conversion or exercise of all convertible notes and warrants held by the Fairfax reporting group into Orla shares.

Does Fairfax indicate future intentions regarding its Orla Mining investment?

The filing states that none of the reporting persons has present plans to sell additional Orla shares or other Orla securities. However, it also notes that one or more Fairfax-affiliated entities, including reporting persons, may decide to sell or purchase additional Orla securities in the open market or otherwise, depending on price, market conditions, availability of funds, and alternative investments.

Who signed the amended Orla Mining Schedule 13D on behalf of Fairfax and its affiliates?

V. Prem Watsa signed multiple signature blocks, including as reporting person and as President or Director for several entities, with signature dates of December 8, 2025. Peter Clarke also signed several blocks as President and Chief Operating Officer or as Attorney-In-Fact for various affiliates.