エドガーで原本を確認する
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 March 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 ☒ 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.
SIGNATURE
| ORLA MINING LTD.. | ||
| Date: March 28, 2025 | /s/ Etienne Morin | |
|
Name: Etienne Morin Title: Chief Financial Officer
|
||
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Notice of Change of Auditor | |
| 99.2 | Letter from Former Auditor | |
| 99.3 | Letter from Successor Auditor |
Exhibit 99.1
NOTICE OF CHANGE OF AUDITOR
| TO: | ERNST & YOUNG LLP |
| AND TO: | DELOITTE LLP |
| CC: | British Columbia Securities Commission (Principal Regulator) |
| Alberta Securities Commission | |
| Financial and Consumer Affairs Authority of Saskatchewan | |
| Manitoba Securities Commission | |
| Ontario Securities Commission | |
| Autorité des Marchés Financiers | |
| Financial and Consumer Services Commission of New Brunswick | |
| Nova Scotia Securities Commission | |
| Financial and Consumer Services Division, Prince Edward Island | |
| Office of the Superintendent of Securities Service, Newfoundland and Labrador | |
| Office of the Superintendent of Securities, Northwest Territories | |
| Office of the Yukon Superintendent of Securities | |
| Office of the Superintendent of Securities, Nunavut |
TAKE NOTICE THAT Orla Mining Ltd. (the “Corporation”) hereby provides notice pursuant to National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) of a change of auditors from Ernst & Young LLP (“E&Y”) to Deloitte LLP (“Deloitte”) effective March 26, 2025.
TAKE FURTHER NOTICE THAT:
| 1. | At the request of the Corporation, E&Y, resigned as auditor of the Corporation effective March 26, 2025 and Deloitte has been appointed as auditor of the Corporation effective March 26, 2025. |
| 2. | The resignation of E&Y and the appointment of Deloitte in its place have been recommended by the Audit Committee of the Board of Directors of the Corporation (the “Board”) and approved by the Board. |
| 3. | The auditor’s report of E&Y on the financial statements of the Corporation for (a) the two most recently completed financial years of the Corporation; and (b) any period subsequent to the two most recently completed financial years of the Corporation and ending on March 26, 2025, did not express a modified opinion. |
| 4. | There are no reportable events (as defined under Section 4.11(1) of NI 51-102). |
| 5. | The Corporation has requested Deloitte and E&Y to each furnish a letter addressed to the securities administrators in each province and territory in which the Corporation is a reporting issuer stating whether or not they agree with the information contained in this notice. A copy of each such letter to the securities administrators will be filed with this notice. |
DATED as of this 26th day of March, 2025.
| ORLA MINING LTD. | |
| (signed) Etienne Morin | |
| Name: Etienne Morin | |
| Title: Chief Financial Officer |
Exhibit 99.2
March 27, 2025
British Columbia Securities Commission (Principal
Regulator)
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
Ontario Securities Commission
Autorité des
Marchés Financiers
Financial and Consumer Services Commission of New
Brunswick
Nova Scotia Securities Commission
Financial and Consumer Services Division, Prince Edward Island
Office of the Superintendent of Securities Service,
Newfoundland and Labrador
Office of the Superintendent of Securities, Northwest Territories
Office of the Yukon Superintendent of Securities
Office of the Superintendent of Securities, Nunavut
| Re: | Orla Mining Ltd. |
| Notice of Change of Auditor dated March 26, 2025 |
Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Notice of Change of Auditor and confirm our agreement with the information contained in the Notice pertaining to our firm.
Yours sincerely,
Chartered Professional Accountants
cc: The Board of Directors, Orla Mining Ltd.
Exhibit 99.3
March 27, 2025
| To: | British Columbia Securities Commission |
| Alberta Securities Commission | |
| Autorité des Marchés Financiers | |
| Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission |
|
| Department of Justice and Public Safety, Financial and Consumer Services Division (Prince
Edward Island) Office of the Superintendent of Securities Service Newfoundland and Labrador |
|
| Ontario Securities Commission | |
| The Manitoba Securities Commission | |
| Office of the Superintendent of Securities (Northwest Territories) Office of the Superintendent of Securities Nunavut |
|
| Office of the Yukon Superintendent of Securities |
Dear Sirs/Mesdames:
As required by subparagraph (6)(a)(ii) of section 4.11 of National Instrument 51-102, we have reviewed the change of auditor notice of Orla Mining Ltd. dated March 26, 2025 (the “Notice”) and, based on our knowledge of such information at this time, we agree with statements (1), (2) and (5) as it relates to Deloitte LLP and we have no basis to agree or disagree with statements (3) to (4) contained in the Notice.
Yours truly,
/s/ Deloitte LLP
Chartered Professional Accountants