Orla Mining Ltd 2025年度报告

Form 40-F ☐Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or ☒Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025Commission File Number: 001-39766 ORLA MINING LTD.(Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act:NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act:NoneFor annual reports, indicate by check mark the information filed with this Form: Annual information form Audited annual financial statements: Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by theannual report: 340,136,534 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.☒YES☐NO Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).☒YES☐NO Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. EXPLANATORY NOTE Orla Mining Ltd. (the “Company”) is a Canadian issuer eligible to file its annual report pursuant to Section13 of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), on Form40-F pursuant to the multi-jurisdictionaldisclosure system (“MJDS”) of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule3b-4under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections14(a), 14(b), 14(c),14(f)and 16 of the Exchange Act pursuant to Rule3a12-3. DOCUMENTS INCORPORATED BY REFERENCE The following documents, or the portions thereof indicated below, that are filed as exhibits to this Annual Report, areeach hereby incorporated herein by reference: Annual Information Form The Company’s Annual Information Form(“AIF”) is filed asExhibit99.1to this Annual Report on Form40-F (the“Annual Report”). Management’s Discussion and Analysis The Company’s management’s discussion and analysis for the year ended December31, 2025 (“MD&A”) is filedasExhibit99.2to this Annual Report. Audited Annual Financial Statements The Company’s audited annual consolidated financial statements as at and for the years ended December 31, 2025 and2024 (the “Audited Financial Statements”) are filed asExhibit99.3to this Annual Report. FORWARD-LOOKING STATEMENTS This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of1933, as amended (the “Securities Act”), Section 21E of the Exchange Act, the Private Securities Litigation ReformAct of 1995 or in rules and releases made by the United States Securities and Exchange Commission (“SEC”), all asmay be amended from time to time, as well as Canadian securities legislation and all other applicable securitieslegislation (referred to herein as “forward-looking statements”). Forward-looking statements are included to provideinformation about management’s current ex