Orla Mining Ltd. (TSX: OLA; NYSE: ORLA) (“Orla” or
the "Company") and Gold Standard Ventures Corp. (“Gold Standard” or
“GSV”) (TSX: GSV; NYSE: GSV) are pleased to announce that Orla has
completed the previously announced acquisition of Gold Standard by
way of court-approved plan of arrangement (the “Transaction”).
“The closing of this acquisition marks an
important milestone in Orla’s journey in becoming a
growth-oriented, low-cost, mid-tier gold producer,” said Jason
Simpson, President and Chief Executive Officer of Orla Mining. “We
will seek to generate shareholder value through effectively
exploring, building and operating our asset base, which now
includes the South Railroad project located on the prolific Carlin
trend.”
Under the terms of the Transaction, former Gold
Standard shareholders received, in exchange for each Gold Standard
common share (a “Gold Standard Share”) held immediately prior to
the effective time of the Transaction, 0.1193 of a common share of
Orla and C$0.0001. As a result of the completion of the
Transaction, Orla acquired all of the issued and outstanding Gold
Standard Shares and Gold Standard became a wholly-owned subsidiary
of Orla.
The Gold Standard Shares will be delisted from
the TSX and NYSE American. An application has been made for Gold
Standard to cease to be a reporting issuer in all of the provinces
and territories of Canada. An application will also be made for
Gold Standard to terminate its reporting obligations in the United
States.
Gold Standard’s key asset is the 100%-owned
South Railroad Project (“South Railroad”), a feasibility-stage,
open pit, heap leach project located on the Carlin trend in Nevada.
A Feasibility Study on South Railroad was completed in February
2022 and permitting activities are currently underway. As part of
the Transaction, Orla also acquired the Lewis Project (“Lewis”), a
large, strategically located, prospective land package on the
Battle Mountain trend in Nevada. Orla has begun integrating South
Railroad into the Company’s growth plans with key priorities for
South Railroad to include project permitting, review of project
schedule including critical path activities, and assessment of
current exploration supporting resource expansion.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities.
About Orla Mining Ltd.
Orla is operating the Camino Rojo Oxide Gold
Mine, a gold and silver open-pit and heap leach mine, located in
Zacatecas State, Central Mexico. The property is 100% owned by Orla
and covers over 160,000 hectares. The technical report for the 2021
Feasibility Study on the Camino Rojo oxide gold project entitled
“Unconstrained Feasibility Study NI 43-101 Technical Report on the
Camino Rojo Gold Project – Municipality of Mazapil, Zacatecas,
Mexico” dated January 11, 2021, is available on SEDAR and EDGAR
under the Company's profile at www.sedar.com and www.sec.gov,
respectively. Orla also owns 100% of Cerro Quema located in Panama
which includes a near-term gold production scenario and various
exploration targets. Cerro Quema is a proposed open pit mine and
gold heap leach operation. The technical report for the
Pre-Feasibility Study on the Cerro Quema oxide gold project
entitled “Project Pre-Feasibility Updated NI 43-101 Technical
Report on the Cerro Quema Project, Province of Los Santos, Panama”
dated January 18, 2022, is available on SEDAR and EDGAR under the
Company's profile at www.sedar.com and www.sec.gov, respectively.
Orla also owns 100% of the South Railroad Project, a
feasibility-stage, open pit, heap leach project located on the
Carlin trend in Nevada. The technical report for the 2022
Feasibility Study entitled “South Railroad Project, Form 43-101F1
Technical Report Feasibility Study, Elko County, Nevada” dated
March 23, 2022, is available on SEDAR and EDGAR under the Gold
Standard Venture’s profile at www.sedar.com and www.sec.gov,
respectively. The technical reports are available on Orla’s website
at www.orlamining.com.
For further information, please
contact:
Jason Simpson President & Chief Executive Officer
Andrew Bradbury Vice President, Investor Relations &
Corporate Development
www.orlamining.com info@orlamining.com
Forward-looking Statements
This news release contains certain
“forward-looking information” and “forward-looking statements”
within the meaning of Canadian securities legislation and within
the meaning of Section 27A of the United States Securities Act of
1933, as amended, Section 21E of the United States Exchange Act of
1934, as amended, the United States Private Securities Litigation
Reform Act of 1995, or in releases made by the United States
Securities and Exchange Commission, all as may be amended from time
to time, including, without limitation, statements regarding the
delisting of the Gold Standard Shares from the TSX and the NYSE
American, the making of an application for Gold Standard to
terminate its reporting obligations in the United States and the
Company’s plans for South Railroad. Forward-looking statements are
statements that are not historical facts which address events,
results, outcomes or developments that the Company expects to
occur. Forward-looking statements are based on the beliefs,
estimates and opinions of the Company’s management on the date the
statements are made and they involve a number of risks and
uncertainties. Certain material assumptions regarding such
forward-looking statements were made, including without limitation,
assumptions regarding the price of gold, silver, and copper; the
accuracy of mineral resource and mineral reserve estimations; that
there will be no material adverse change affecting the Company or
its properties; that all required approvals will be obtained,
including concession renewals and permitting; that political and
legal developments will be consistent with current expectations;
that currency and exchange rates will be consistent with current
levels; and that there will be no significant disruptions affecting
the Company or its properties. Consequently, there can be no
assurances that such statements will prove to be accurate and
actual results and future events could differ materially from those
anticipated in such statements. Forward-looking statements involve
significant known and unknown risks and uncertainties, which could
cause actual results to differ materially from those anticipated.
These risks include, but are not limited to: risks related to the
Company’s acquisition of Gold Standard, uncertainty and variations
in the estimation of mineral resources and mineral reserves,
including risks that the interpreted drill results may not
accurately represent the actual continuity of geology or grade of
the deposit, bulk density measurements may not be representative,
interpreted and modelled metallurgical domains may not be
representative, and metallurgical recoveries may not be
representative; the Company’s reliance on Camino Rojo and risks
associated with its start-up phase; financing risks and access to
additional capital; risks related to natural disasters, terrorist
acts, health crises and other disruptions and dislocations,
including by the COVID-19 pandemic; risks related to the Company’s
indebtedness; success of exploration, development, and operation
activities; foreign country and political risks, including risks
relating to foreign operations and expropriation or nationalization
of mining operations; concession risks; permitting risks;
environmental and other regulatory requirements; delays in or
failures to enter into a subsequent agreement with Fresnillo Plc
with respect to accessing certain additional portions of the
mineral resource at Camino Rojo and to obtain the necessary
regulatory approvals related thereto; the mineral resource
estimations for Camino Rojo being only estimates and relying on
certain assumptions; the Layback Agreement with Fresnillo Plc
remaining subject to the transfer of surface rights; delays in or
failure to get access from surface rights owners; risks related to
guidance estimates and uncertainties inherent in the preparation of
feasibility and pre-feasibility studies, including but not limited
to, assumptions underlying the production estimates not being
realized, changes to the cost of production, variations in quantity
of mineralized material, grade or recovery rates, geotechnical or
hydrogeological considerations during mining differing from what
has been assumed, failure of plant, equipment or processes, changes
to availability of power or the power rates, ability to maintain
social license, changes to exchange, interest or tax rates, cost of
labour, supplies, fuel and equipment rising, changes in project
parameters, delays, and costs inherent to consulting and
accommodating rights of local communities; uncertainty in estimates
of production, capital, and operating costs and potential
production and cost overruns; the fluctuating price of gold,
silver, and copper; global financial conditions; uninsured risks;
competition from other companies and individuals; uncertainties
related to title to mineral properties; conflicts of interest;
risks related to compliance with anti-corruption laws; volatility
in the market price of the Company's securities; assessments by
taxation authorities in multiple jurisdictions; foreign currency
fluctuations; the Company’s limited operating history; risks
related to the Company’s history of negative operating cash flow;
litigation risks; intervention by non-governmental organizations;
outside contractor risks; risks related to historical data; unknown
labilities in connection with acquisitions; the Company’s ability
to identify, complete, and successfully integrate acquisitions;
dividend risks; risks related to the Company’s foreign
subsidiaries; risks related to the Company’s accounting policies
and internal controls; the Company’s ability to satisfy the
requirements of the Sarbanes-Oxley Act of 2002; enforcement of
civil liabilities; the Company’s status as a passive foreign
investment company for U.S. federal income tax purposes;
information and cyber security; gold industry concentration;
shareholder activism; risks associated with executing the Company’s
objectives and strategies, as well as those risk factors discussed
in the Company's most recently filed management's discussion and
analysis, as well as its annual information form dated March 18,
2022, which are available on www.sedar.com and www.sec.gov. Except
as required by the securities disclosure laws and regulations
applicable to the Company, the Company undertakes no obligation to
update these forward-looking statements if management’s beliefs,
estimates or opinions, or other factors, should change.
Cautionary Note to U.S.
Readers
This news release has been prepared in
accordance with Canadian standards for the reporting of mineral
resource and mineral reserve estimates, which differ from the
previous and current standards of the United States securities
laws. In particular, and without limiting the generality of the
foregoing, the terms “mineral reserve”, “proven mineral reserve”,
“probable mineral reserve”, “inferred mineral resources,”,
“indicated mineral resources,” “measured mineral resources” and
“mineral resources” used or referenced herein and the documents
incorporated by reference herein, as applicable, are Canadian
mineral disclosure terms as defined in accordance with Canadian
National Instrument 43-101 — Standards of Disclosure for Mineral
Projects (“NI 43-101”) and the Canadian Institute of Mining,
Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on
Mineral Resources and Mineral Reserves, adopted by the CIM Council,
as amended (the “CIM Definition Standards”).
For United States reporting purposes, the United
States Securities and Exchange Commission (the “SEC”) has adopted
amendments to its disclosure rules (the “SEC Modernization Rules”)
to modernize the mining property disclosure requirements for
issuers whose securities are registered with the SEC under the
Exchange Act, which became effective February 25, 2019. The SEC
Modernization Rules more closely align the SEC’s disclosure
requirements and policies for mining properties with current
industry and global regulatory practices and standards, including
NI 43-101, and replace the historical property disclosure
requirements for mining registrants that were included in SEC
Industry Guide 7. Issuers were required to comply with the SEC
Modernization Rules in their first fiscal year beginning on or
after January 1, 2021. As a foreign private issuer that is eligible
to file reports with the SEC pursuant to the multi-jurisdictional
disclosure system, the Corporation is not required to provide
disclosure on its mineral properties under the SEC Modernization
Rules and will continue to provide disclosure under NI 43-101 and
the CIM Definition Standards. Accordingly, mineral reserve and
mineral resource information contained or incorporated by reference
herein may not be comparable to similar information disclosed by
United States companies subject to the United States federal
securities laws and the rules and regulations thereunder.
As a result of the adoption of the SEC
Modernization Rules, the SEC now recognizes estimates of “measured
mineral resources”, “indicated mineral resources” and “inferred
mineral resources.” In addition, the SEC has amended its
definitions of “proven mineral reserves” and “probable mineral
reserves” to be “substantially similar” to the corresponding CIM
Definition Standards that are required under NI 43-101. While the
SEC will now recognize “measured mineral resources”, “indicated
mineral resources” and “inferred mineral resources”, U.S. investors
should not assume that all or any part of the mineralization in
these categories will be converted into a higher category of
mineral resources or into mineral reserves without further work and
analysis. Mineralization described using these terms has a greater
amount of uncertainty as to its existence and feasibility than
mineralization that has been characterized as reserves.
Accordingly, U.S. investors are cautioned not to assume that all or
any measured mineral resources, indicated mineral resources, or
inferred mineral resources that the Company reports are or will be
economically or legally mineable without further work and analysis.
Further, “inferred mineral resources” have a greater amount of
uncertainty and as to whether they can be mined legally or
economically. Therefore, U.S. investors are also cautioned not to
assume that all or any part of inferred mineral resources will be
upgraded to a higher category without further work and analysis.
Under Canadian securities laws, estimates of “inferred mineral
resources” may not form the basis of feasibility or pre-feasibility
studies, except in rare cases. While the above terms are
“substantially similar” to CIM Definitions, there are differences
in the definitions under the SEC Modernization Rules and the CIM
Definition Standards. Accordingly, there is no assurance any
mineral reserves or mineral resources that the Company may report
as “proven mineral reserves”, “probable mineral reserves”,
“measured mineral resources”, “indicated mineral resources” and
“inferred mineral resources” under NI 43-101 would be the same had
the Company prepared the reserve or resource estimates under the
standards adopted under the SEC Modernization Rules or under the
prior standards of SEC Industry Guide 7.
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