Orla Mining Ltd. (TSX:OLA)
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18.66
-0.96 (-4.89%)
Apr 28, 2026, 4:00 PM EST
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AGM 2021

May 14, 2021

Operator

Good morning, ladies and gentlemen, and welcome to the 2021 Annual General and Special Meeting of the Shareholders of Orla Mining Limited. All participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. I would now like to hand the call over to the Chair of the Board, Charles Jeannes. Please proceed.

Chuck Jeannes
Chair of the Board, Orla Mining

Thank you, operator, and good morning, ladies and gentlemen, and welcome to the 2021 Annual General and Special Meeting of the Shareholders of Orla Mining Limited. The meeting will now come to order. My name is Chuck Jeannes, and I'm Chair of the Board. Before we commence the formal business of the meeting, I would like to provide some opening remarks. We hope that everyone is staying safe during these unprecedented times. In light of the COVID-19 pandemic, we have moved our annual meeting to a virtual platform, which is accessible to all of our shareholders, regardless of physical location. We thank you for your understanding, and we respectfully ask for your patience as we navigate this virtual format today. While this year's meeting will comply with all applicable legislation, our rules of conduct may differ from an in-person meeting.

First, each attendee today has already been asked to provide their full name prior to joining, and these details have been conveyed to Computershare for the purposes of registration and record keeping in order to enable them to prepare their scrutineer's report for this meeting. In addition, I would like to advise those in attendance that this meeting is being recorded. The primary difference between this virtual format and an in-person meeting is the stratification of the shareholders into two groups, being registered and non-registered. To be a registered shareholder, your shares must be registered in your name. Everyone else is a non-registered shareholder, which means that you almost certainly have your shares held in a book-based system at your bank or brokerage firm. Registered shareholders and valid proxy holders who have registered with Computershare are permitted to speak at this meeting.

Non-registered shareholders are only permitted to listen. It is expected that the non-registered shareholders attending this meeting have already registered their voting preferences in advance through their brokerage firm or bank. We will be providing a corporate update at the end of today's meeting and encourage registered shareholders and valid proxy holders to reserve any questions until after this presentation, unless it's with respect to a specific business item before the meeting. We will pause during the formal business of the meeting, should a registered shareholder or duly appointed proxy holder have a question on a specific matter.

While guests joining via the web platform also have the ability to ask questions through that platform, we note that these individuals are not registered shareholders or valid proxy holders, and therefore are not permitted to speak at the meeting, and accordingly, we will wait until after the presentation to address any such questions from guests via the web platform. All registered shareholders and valid proxy holders in attendance should press star one if they wish to speak directly with a representative of Computershare. Any registered shareholders and valid proxy holders present, who have either not already voted or who wish to revoke a previously cast vote in order to recast their vote at this meeting today, will be able to complete this process when they speak with Computershare. Computershare will cross-reference your name against the registered shareholder list.

If it turns out that you are not on the list, you will not have standing as a registered shareholder at the meeting. In addition, since voting on this platform cannot be by a show of hands, we're doing a poll for each motion and asking that registered shareholders and proxy holders log their vote in advance for all motions and agenda items when you speak with our Computershare representative. All polling results will be retained with Orla's records for this meeting. We expect that this logging in process may take a few minutes, so we ask for your patience while we and Computershare manage these very important preliminary procedures. We will pause now while these tasks are being completed, and Computershare will advise us when they have completed the performance of their steps in this process.

Operator

Completed.

Chuck Jeannes
Chair of the Board, Orla Mining

Okay, thank you very much. Computershare has advised that we may now proceed with the formal business of this meeting. As noted earlier, I'd like to advise those in attendance that the meeting's being recorded. I want to advise that on the call today is Jason Simpson, Orla's President and CEO, Etienne Morin, Orla's Chief Financial Officer, Andrew Cormier, Orla's Chief Operating Officer, Christine Gregor, Orla's Corporate Secretary, and David Cavason, who is Computershare's representative in charge of the voting, vote counting and other related responsibilities today. I will act as chair, and Christine Gregor will act as the recording secretary of the meeting. For purposes of the meeting, I have appointed David Cavason of Computershare to act as scrutineer, and he has agreed to act in that capacity. Everyone present should have already registered with the scrutineer.

As would be the case at an in-person shareholder meeting, only registered shareholders and valid proxy holders at the meeting are permitted to ask questions or discuss any of the proposed motions today. They can do so by pressing star one on their phone at the appropriate time. Let us proceed with the business of the meeting. I've been advised that the notice calling this meeting, together with the Management Information Circular of Orla and the form of proxy, were mailed on April 15, 2021, to shareholders of record as of April 6, 2021, in accordance with applicable law. Computershare has filed with me proof of service of such mailing, and I direct that a copy of such proof of service be retained with Orla's records for this meeting.

The scrutineer has also advised me that prior to the meeting, proxies were received from the holders of a sufficient number of common shares to constitute a quorum. I therefore declare the meeting to be regularly called and properly constituted for the transaction of business. I direct that the final formal report of the scrutineer be retained with Orla's records for this meeting. I've been advised by Computershare that the proxies deposited for this meeting have been voted overwhelmingly in favor of all of the formal business matters to be voted on today. In accordance with the corporate statute and bylaws of Orla, and for simplicity, I will move all motions, and no seconder will be required.

As the first item of business of this meeting, I now present to the meeting the company's audited, consolidated financial statements, together with the auditor's report thereon, and the related management's discussion and analysis of the company for the year ended December 31, 2020. These financial statements and management's discussion and analysis were mailed to each shareholder that elected to receive a copy and were filed on SEDAR, all in accordance with applicable law. Unless there is any objection, I will dispense with reading them at this meeting. The next item of business is the election of directors. The meeting is now open for the nomination of nine directors to be elected by the company's shareholders to hold office until the close of the first annual meeting of the shareholders following such election or until their successors are elected or appointed.

Management has nominated Charles Jeannes, Richard Hall, Jason Simpson, Jean Robitaille, George Albino, Tim Haldane, David Stephens, Elizabeth McGregor, and Eric Colby as directors for the ensuing year or until their successors are elected or appointed. Are there any further nominations? I declare the nominations closed. As a result of the company's majority voting policy, the shareholders will be asked to vote for the election of each individual director. I now move for the nomination of each of these nine persons nominated by management as directors of the company to hold office until the close of the next annual meeting of shareholders or until their successors are elected or appointed. I will pause for questions or discussion. As there are no questions, I have been advised by the scrutineer that today's vote is in favor of the motion for each director.

Accordingly, the motion has been carried, and I declare that the nine persons nominated are duly elected as directors of Orla to hold office until the next annual general meeting or until their successors are elected or appointed. The next item of business is the appointment of the auditors for the ensuing year and the authorization for the board to fix their remuneration. I now move for the appointment of Ernst & Young LLP, Chartered Professional Accountants, as auditor of the company to hold office until the close of the next annual meeting of the shareholders or until its successors are appointed, at such remuneration as may be fixed by the directors, and that the directors are hereby authorized to fix such remuneration. I will pause for questions or discussion. As there are no questions, Computershare has advised me that today's vote is in favor of the motion.

Accordingly, the motion is carried. As set forth in extensive detail in the circular mail for this meeting, the shareholders are being asked to approve the unallocated stock options issuable pursuant to Orla's stock option plan. The exact text of the shareholder resolution required to be passed today is set out on page 20 of the circular. I now move for the adoption of the full text of the shareholder resolution set out on page 20 of the circular, approving the unallocated stock options issuable pursuant to Orla's stock option plan. I will pause for questions or discussion. As there are no questions, Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. As all of the formal business of the meeting has now been concluded, thank you for your patience.

I now move for a resolution that this meeting will terminate. I pause for questions or discussion. As there are no questions, Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. The formal business of the meeting is now concluded. Thank you. And now, Jason Simpson will provide a brief corporate update on Orla's business, following which we will take questions. Jason, over to you.

Jason Simpson
President and CEO, Orla Mining

Thank you, Mr. Chairman, and thank you all for attending our 2021 Annual General Meeting. With the formal part of our meeting concluded, I am pleased to take this opportunity to give you a brief update on the company. In this short presentation, I'll give you an update on the oxide mine construction in Mexico, sulfide resource planning, advancing our oxide project in Panama, and our exploration plans in both nations. I will be making forward-looking statements, so reference the risk details within the cautionary note on our website. Orla has over 10 million ounces of gold resources in our portfolio. Our work to date has been converting the first 2 million ounces into shareholder value via an oxide heap leach mine in Mexico. Our work going forward does not change: continue converting the rest of our resource portfolio into value and finding more.

We already have everything we need to achieve that. 1, assets with existing resources and the land to find more. 2, the support of communities, shareholders, and an experienced board. And 3, a team that knows how to find, build, and operate mines responsibly. Orla has delivered over the past 2 years, hitting all of our milestones, resulting in a 553% return for our investors. We have financed, permitted, enhanced, and are now building our first mine. 2021 will be another big year for Orla. Construction of the Camino Rojo Oxide Project is our first priority. Camino Rojo Sulfide development planning will also continue. We are updating the engineering for our oxide gold project in Panama, and we are advancing our copper gold discovery there. Finally, identifying targets for the next phase of exploration is also underway.

Let me start the update by addressing the challenge that faces us all. We have all needed to make adjustments to manage a global health risk. Know that we have a comprehensive health risk management plan at all of our sites. Additionally, we are supporting our neighboring communities as we battle this pandemic together. We have identified circumstances of COVID infection through our testing processes, and I am pleased to report that our countermeasures have been effective in keeping our construction on schedule with a strong focus on health and safety. The work we did in 2020 to continue engineering, procurement, and construction planning is paying off in 2021 as we execute the on-site construction program. With no lost time injuries since the start of construction, we are also not waiting for engineering drawings or equipment deliveries.

Although we are very satisfied with the progress to date, we will not let ourselves get comfortable. The site has been cleared and set up with construction power, camp, and offices. We have completed earthwork in the priority areas and are pouring concrete. As you can clearly see, structural and mechanical installation is advancing. The future construction steps include finishing concrete, liner and piping in the leach pad and ponds, electrical, mechanical hookup, mining and commissioning. Then crush, stack, leach, and pour. Simultaneous with our construction progress since last year, advancement on our sulfide study remains on schedule. We are studying options for development, which include open pit mining or underground mining, processing on-site or at Newmont's Peñasquito facility. We are working toward a preliminary economic assessment for the sulfide project in Q4 that outlines the value that can be created for Orla shareholders.

It is tremendous optionality by any measure. As you would expect from us, we are already planning the next steps for Orla. We have a second oxide heap leach gold project in Panama that we could build next. We have been doing the necessary work to inform such a construction decision. Once engineered and permitted this year, Orla will have the option to increase annual gold production by 80% with this asset. Our global exploration plans include existing deposit expansion and regional target identification. In Mexico, we know that there are ounces to add from the Fresnillo land we acquired. Our team is also doing the preliminary work to vector us toward additional shallow oxide deposits we can put through this infrastructure. Our team also knows that Panama has great geological prospectivity.

Again, this year is focused on selecting targets through geologic science that give us the highest percentage chance for additional discovery at lowest possible cost. Additional oxide gold to add to the heap leach project or growing the size of our copper gold discovery are our priorities. Orla has delivered on the opportunities that we have. The result has been a tremendous return for our shareholders, placing us at number 14 on the entire Toronto Stock Exchange for the last three years. Our value creation strategy is working, and our team will continue converting resources into shareholder value. And now we would be pleased to take any general questions.

Operator

Thank you. As a reminder, if you would like to ask a question by phone, please press star one on your telephone keypad. There are currently no questions by phone. I'd like to pass the call back over to Andrew Bradbury for any web questions.

Andrew Bradbury
VP of Investor Relations and Corporate Development, Orla Mining

Jason, we have a question from Ron Hubbard, and his question is: When is production for Cerro Quema?

Jason Simpson
President and CEO, Orla Mining

Well, thanks for the question. Panama has always been an important part of our portfolio, but we needed to focus on the production in Mexico first. The oxide project there, as I mentioned in the presentation, is a high-margin growth option for us. So with engineering and permits in place, we will make a construction decision. After such a decision is made, we could be in production as early as 2023 in Panama, adding to the production profile in Mexico.

Andrew Bradbury
VP of Investor Relations and Corporate Development, Orla Mining

Jason, there are no further questions.

Jason Simpson
President and CEO, Orla Mining

Okay. I would like to thank everybody for calling in and listening to the annual general meeting, and that concludes today's call and meeting.

Operator

Thank you. That does conclude today's conference call. We appreciate your participation. You may disconnect your lines at this time.

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