Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

UNDER the Securities Exchange Act of 1934

For the month of January 21, 2025

Commission File Number: 001-39766

ORLA MINING LTD.

(Translation of registrant's name into English)

1010-1075 West Georgia Street

Vancouver, BC

V6E 3C9

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ORLA MINING LTD..

Date: January 21, 2025		/s/ Etienne Morin
		Name: Etienne Morin Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Press Release dated January 21, 2025
99.2		Report of Voting Results

Exhibit 99.1

News Release

Orla Shareholders Approve Acquisition of Musselwhite Mine

VANCOUVER, BC, Jan. 21, 2025 /CNW/ - Orla Mining Ltd. (TSX: OLA) (NYSE: ORLA) ("Orla" or the "Company") is pleased to announce the results of the special meeting of the shareholders of the Company (the "Shareholders") held earlier today (the "Meeting").

At the Meeting, Shareholders approved (i) the Company's proposed acquisition of the Musselwhite Mine (the "Transaction") from Newmont Corporation ("Newmont") and (ii) the concurrent private placement (the "Financing") of convertible notes and common share purchase warrants to Pierre Lassonde and Fairfax Financial Holdings Limited ("Fairfax"), both of whom are "insiders" of the Company as defined under the TSX Company Manual.

A total of 186,303,542 of the common shares of the Company ("Shares") were represented at the Meeting, representing 57.9% of the total issued and outstanding Shares.

The ordinary resolutions approving the Transaction and Financing were approved by 99.9% and 99.8%, respectively, of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes attached to the Shares held by Newmont, Mr. Lassonde and Fairfax in accordance with Multinational Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and/or the TSX Company Manual, as applicable.

The Financing is expected to close concurrently with and is conditional on the closing of the Transaction. Additional information regarding the terms of the Transaction and the Financing are set out in the management information circular of the Company dated December 9, 2024, which is available on the Company's website at www.orlamining.com, and on SEDAR+ and EDGAR under the Company's profile at www.sedarplus.ca and www.sec.gov, respectively.

The Transaction is expected to close in the first quarter 2025 and is subject to other customary closing conditions

About Orla Mining Ltd.

Orla's corporate strategy is to acquire, develop, and operate mineral properties where the Company's expertise can substantially increase stakeholder value. The Company has two material gold projects: (1) Camino Rojo, located in Zacatecas State, Mexico and (2) South Railroad, located in Nevada, United States. Orla is operating the Camino Rojo Oxide Gold Mine, a gold and silver open-pit and heap leach mine. The property is 100% owned by Orla and covers over 139,000 hectares which contains a large oxide and sulphide mineral resource. Orla is also developing the South Railroad Project, a feasibility-stage, open pit, heap leach gold project located on the Carlin trend in Nevada. Orla has also entered into a definitive agreement with a subsidiary of Newmont to acquire the Musselwhite Mine, located in Ontario, Canada. This Transaction is subject to certain conditions and is expected to close in the first quarter of 2025. The technical reports for the Company's material projects are available on Orla's website at www.orlamining.com, and on SEDAR+ and EDGAR under the Company's profile at www.sedarplus.ca and www.sec.gov, respectively.

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 closing of the Transaction and the timing thereof. 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: completion of the Transaction and the Company's ability to obtain final regulatory approval from the Toronto Stock Exchange and the NYSE American. 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 associated with the Transaction, 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 19, 2024, which are available on www.sedarplus.ca 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.

SOURCE Orla Mining Ltd.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2025/21/c7292.html

%CIK: 0001680056

For further information: For further information, please contact: Jason Simpson, President & Chief Executive Officer; Andrew Bradbury, Vice President, Investor Relations & Corporate Development, www.orlamining.com, investor@orlamining.com

CO: Orla Mining Ltd.

CNW 17:00e 21-JAN-25

Exhibit 99.2

ORLA MINING LTD.
(the “Company”)

Report of Voting Results
National Instrument 51-102 - Continuous Disclosure Obligations
Section 11.3

The Company held a special meeting of the holders (“Shareholders”) of common shares of the Company (“Common Shares”) on January 21, 2025 (the “Meeting”) and in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations, the Company hereby advises of the following results at the Meeting:

Total Common Shares issued and outstanding on December 9, 2024:		321,611,023
Total Common Shares represented at the Meeting:		186,303,542
Percentage of total Common Shares represented at the Meeting:		57.9%

The matters considered at the Meeting are described in greater detail in the management information circular of the Company dated December 9, 2024 (the “Circular”), which is available on the Company’s website at www.orlamining.com, and on SEDAR+ and EDGAR under the Company’s profile at www.sedarplus.ca and www.sec.gov, respectively.

Acquisition Resolution

Based on the proxies received and a vote conducted by ballot at the Meeting, the ordinary resolution (the “Acquisition Resolution”), the full text of which is set forth in Schedule “A” to the Circular, approving the Company’s acquisition of all the issued and outstanding shares of Musselwhite Mine Ltd., a wholly owned subsidiary of Goldcorp Canada Ltd., which will hold the assets and liabilities of the Musselwhite Mine, as more particularly described in the Circular, was approved by the Shareholders. The following is a summary of the voting results at the Meeting:

Acquisition Resolution	Votes For	Votes Against	Outcome
Votes cast by Shareholders, excluding the Common Shares required to be excluded (the “Insider Shares”) pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and the TSX Company Manual	97,183,598 (99.9%)	66,752 (0.07%)	Approved

Financing Resolution

Based on the proxies received and a vote conducted by ballot at the Meeting, the ordinary resolution (the “Financing Resolution”), the full text of which is set forth in Schedule “A” to the Circular, approving the issuance of a respective portion of senior unsecured convertible notes of the Company in the aggregate principal amount of US$200,000,000, together with the issuance of the Common Shares upon conversion thereof, and the issuance of common share purchase warrants of the Company, together with the issuance of the Common Shares upon exercise thereof, to each of Pierre Lassonde and Fairfax Financial Holdings Limited (or a respective affiliate thereof), including the issuance of any Common Shares to Fairfax where such issuance would result in the creation of a holding of more than 20% of the voting securities of the Company by one security holder or a combination of security holders acting together and which would “materially affect control” of the Company pursuant to section 604(a)(i) of the TSX Company Manual, as more particularly described in the Circular, was approved by the Shareholders. The following is a summary of the voting results at the Meeting:

Financing Resolution	Votes For	Votes Against	Outcome
Votes cast by Shareholders, excluding the Insider Shares required to be excluded pursuant to the TSX Company Manual	97,059,237 (99.8%)	191,113 (0.2%)	Approved