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Orla Mining (ORLA): Fairfax-led group files 13G, corrects 19.8% stake

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Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Orla Mining Ltd. received an updated ownership report from V. Prem Watsa and affiliated Fairfax entities on Schedule 13G. The group now reports beneficial ownership of 75,954,445 common shares, representing 19.8% of Orla’s common shares, based on 339,896,220 shares outstanding as of November 11, 2025, assuming conversion or exercise of their convertible notes and warrants. The shares are held with shared voting and dispositive power across multiple Fairfax-related companies.

The filing is made under Rule 13d-1(h) and replaces a prior Schedule 13D that had overstated the group’s holdings by 2,119,838 shares, or about 0.5%. The reporting persons state they now own less than 20% of Orla’s outstanding common shares and certify that the securities are not held for the purpose of changing or influencing control of the company.

Positive

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Insights

Fairfax corrects its Orla stake to 19.8% and shifts to a passive-style 13G filing.

The reporting group led by V. Prem Watsa and various Fairfax and Allied World entities now reports beneficial ownership of 75,954,445 Orla Mining common shares, or 19.8% of the class. This percentage is calculated using 339,896,220 shares outstanding as of November 11, 2025, and assumes conversion or exercise of the group’s convertible notes and warrants into common shares.

The filing is made under Rule 13d-1(h) as a Schedule 13G, replacing a prior Schedule 13D. The group states that a previous filing overstated beneficial ownership by 2,119,838 shares, about 0.5%, and clarifies that they now hold less than 20% of Orla’s outstanding shares. They certify that the securities are not held for the purpose of changing or influencing control, which aligns with the 13G framework and signals a more passive reporting posture based on the disclosed language.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: This Schedule 13G is being filed in accordance with Rule 13d-1(h) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to operate as an amendment to the amended Schedule 13D previously filed by the Reporting Persons with respect to the Common Shares of Orla Mining Ltd. This Schedule 13G corrects an administrative error that resulted in the beneficial ownership of certain Reporting Persons reported in the Schedule 13D/A filed on December 8, 2025 to be overstated by 2,119,838 Common Shares, or approximately 0.5%. The Reporting Persons now beneficially own less than 20 percent of the outstanding Common Shares. Accordingly, the Reporting Persons are filing this Schedule 13G to replace the prior Schedule 13D in its entirety.


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V. PREM WATSA
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa
Date:12/11/2025
THE SECOND 810 HOLDCO LTD.
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, Director
Date:12/11/2025
THE SECOND 1109 HOLDCO LTD.
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:12/11/2025
THE SIXTY TWO INVESTMENT COMPANY LIMITED
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:12/11/2025
12002574 CANADA INC.
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:12/11/2025
FAIRFAX FINANCIAL HOLDINGS LIMITED
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, President and Chief Operating Officer
Date:12/11/2025
FFHL GROUP LTD.
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:12/11/2025
FAIRFAX (US) INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ODYSSEY GROUP HOLDINGS, INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ODYSSEY REINSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
CRUM & FORSTER HOLDINGS CORP.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
UNITED STATES FIRE INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
THE NORTH RIVER INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
1102952 B.C. UNLIMITED LIABILITY COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD ASSURANCE COMPANY, LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD ASSURANCE COMPANY (U.S.) INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
AW UNDERWRITERS INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD SPECIALTY INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD SURPLUS LINES INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025
ALLIED WORLD NATIONAL ASSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:12/11/2025

Comments accompanying signature: 1. 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). https://www.sec.gov/Archives/edgar/data/915191/000110465920030836/a20-11674_1ex8.htm 2 . 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) . https://www.sec.gov/Archives/edgar/data/915191/000110465921080891/tm2119584d1_ex5.htm
Exhibit Information

Exhibit 99.1 Members of filing group Exhibit 99.2 Joint Filing Agreement dated as of December 11, 2025 among the Reporting Persons.

FAQ

How many Orla Mining (ORLA) shares does the Fairfax-related group now report owning?

The reporting persons led by V. Prem Watsa report beneficial ownership of 75,954,445 Orla Mining common shares, as disclosed in the ownership section.

What percentage of Orla Mining’s common shares does the Fairfax group hold according to this Schedule 13G?

The group reports beneficial ownership of 19.8% of Orla Mining’s common shares, based on 339,896,220 shares outstanding as of November 11, 2025 and assuming conversion or exercise of their notes and warrants.

Why did V. Prem Watsa and Fairfax file this Schedule 13G for Orla Mining (ORLA)?

They state this Schedule 13G is filed under Rule 13d-1(h) to operate as an amendment that replaces a prior Schedule 13D and corrects an administrative error that had overstated certain reporting persons’ beneficial ownership by 2,119,838 shares (about 0.5%).

Does the Fairfax group state an intent to influence control of Orla Mining?

No. The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Orla Mining, consistent with a Schedule 13G filing.

On what share count is the 19.8% Orla Mining ownership calculation based?

The percentage is calculated using 339,896,220 common shares issued and outstanding as of November 11, 2025, and assumes the conversion or exercise of all convertible notes and warrants held by the reporting persons.

Which key investor is named in this Orla Mining Schedule 13G?

The filing lists V. Prem Watsa along with multiple affiliated entities, including Fairfax Financial Holdings Limited and various Allied World and insurance subsidiaries, as reporting persons.
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