Mr. Jason Simpson reports

ORLA MINING ENHANCES LAND POSITION IN NEVADA WITH ACQUISITION OF CONTACT GOLD

Orla Mining Ltd. has entered into a definitive arrangement agreement with Contact Gold Corp. whereby Orla will acquire all of the issued and outstanding common shares of Contact pursuant to a court-approved plan of arrangement.

Contact's key asset is the 100-per-cent-owned Pony Creek property, a 4,500-hectare exploration land package, strategically located adjacent to Orla's South Railroad property in the heart of the Carlin trend in Nevada. Contact also owns the Green Springs property located in the southern end of the Cortez trend. Green Springs is an early-stage exploration project where Centerra Gold currently has a right to earn into 70 per cent of the project through completion of a four-year, $10-million exploration program.

Transaction terms

Under the terms of the arrangement agreement, each holder of Contact shares will receive, for each Contact share held, 0.0063 of an Orla common share, for total consideration of three cents per Contact share (based on Orla's closing price on Feb. 23, 2024), representing a total purchase price of approximately $8.1-million (U.S.). The arrangement consideration represents a 77-per-cent premium based on Orla's and Contact's 20-day volume-weighted average price (VWAP) as of Feb. 23, 2024. Following the completion of the transaction, Contact shareholders will own approximately 0.7 per cent of the issued and outstanding Orla shares.

Acquisition highlights and transaction rationale:

• Consolidates landholdings adjacent to Orla's core growth project, South Railroad, which hosts 1.6 million ounces of mineral reserves at 0.77 gram per tonne gold, 1.8 Moz of measured and indicated mineral resources at 0.74 g/t Au, and 719,000 oz of inferred mineral resources at one g/t Au.
• Pony Creek boasts existing resources that have potential to add oxide, transition and sulphide to the resource at South Railroad; three mineralized zones with an inferred mineral resource totalling 433,000 oz at 0.52 g/t Au.
• Enhances Orla's strategic footprint in Nevada, specifically along the prolific Carlin trend. The addition of Pony Creek will complement Orla's control of the southern part of the Railroad mining district, representing a natural and seamless expansion of the South Railroad property.
• Contact's Pony Creek has a similar geology, structural setting and mineralization style as South Railroad, providing drill-ready targets, including extensions of known deposits and new targets. Significant exploration potential exists in both the Pony Creek and Green Springs land packages as both projects have been historically underfinanced and are underexplored.

"This transaction strengthens our land position in Nevada along the Carlin trend. Contact's Pony Creek property is a valuable complement to our South Railroad project, one our key growth opportunities. We look forward to making the necessary investments to unlock the combined potential of this now larger, contiguous and highly prospective land package," said Jason Simpson, president and chief executive officer, Orla Mining.

Benefits to Contact shareholders:

• Attractive premium of 77 per cent based on Orla's and Contact's 20-day VWAP as of Feb.23, 2024;
• Continuing exposure to Contact's land package and subsequent value creation opportunities through the successful development of a broader consolidated operating camp in Nevada;
• Exposure to Orla's portfolio of high-quality, low-cost operations and development projects;
• Access to Orla's technical, project development and operating capabilities, as well as financial resources.

Transaction structure

Under the terms of the arrangement agreement, all of the issued and outstanding Contact shares will be exchanged for Orla shares on the basis of the exchange ratio of 0.0063 Orla share for each Contact share. Following completion of the transaction, existing shareholders of Orla and Contact will own approximately 99.3 per cent and 0.7 per cent, respectively, of the pro forma company. The arrangement agreement includes certain customary provisions, including non-solicitation provisions and the payment of a break fee payable in certain circumstances, as well as certain representations, covenants and conditions which are customary for a transaction of this nature.

The transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of: (i) at least 66-2/3 per cent of the votes cast by the shareholders of Contact; (ii) at least 66-2/3 per cent of the votes cast by the shareholders and option holders of Contact, voting together as a single class; and (iii) a majority of the votes cast by the shareholders of Contact, excluding votes attached to Contact shares held by any person as required under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, at a special meeting of Contact's securityholders called to consider, among other matters, the transaction. In addition to securityholder and court approvals, the transaction is subject to stock exchange approval and the satisfaction of certain other closing conditions customary in transactions of this nature.

Under the transaction, all outstanding warrants of Contact will become exercisable to acquire Orla shares, in amounts and at exercise prices adjusted in accordance with the exchange ratio.

Full details of the transaction will be included in Contact's information circular, which is expected to be mailed to securityholders in early April, 2024. It is anticipated that the closing of the transaction will take place in the second quarter of 2024. A copy of the arrangement agreement will also be filed on Contact's company profile on SEDAR+.

Voting support agreements

Certain shareholders and the directors and officers of Contact (collectively, the supporting shareholders) have each entered into voting support agreements to vote their Contact shares in favour of the transaction. The supporting shareholders hold, collectively, approximately 11.9 per cent of the Contact shares.

Advisers

Orla's legal advisers are Blake, Cassels & Graydon LLP with respect to Canadian matters and Neal, Gerber & Eisenberg LLP regarding U.S. matters.

Technical information

The mineral reserve estimate for the South Railroad project consists of 333,000 oz of proven gold reserves (8.96 million tonnes at 1.17 g/t gold) and 1,271,000 koz of probable gold reserves (56,239,000 tonnes at 0.72 g/t gold). The open-pit mineral resource estimate for the South Railroad project consists of 343,000 oz of measured gold resources (9,561,000 tonnes at 1.13 g/t gold), 1.41 million oz of indicated gold resources (65.45 million tonnes at 0.68 g/t gold), and 653,000 oz of inferred gold resources (21,805,000 tonnes at 0.93 g/t gold). The underground mineral resource estimate consists of 66,000 oz of inferred gold resources (457,000 tonnes at 4.49 g/t gold). For additional detail, see the South Railroad report (as defined below). Mineral resources are inclusive of mineral reserves.

The mineral resource estimate for the Pony Creek project consists of 433,000 oz of inferred gold resources (25,719,000 tonnes at 0.52 g/t gold). For additional information, please see Contact's technical report for Pony Creek entitled "Technical Report and Maiden Mineral Resource Estimate, Pony Creek Property, Elko Country, Nevada, USA," with an effective date of Feb. 24, 2022, available on Contact's profile on SEDAR+.

Qualified person statement

The scientific and technical information in this news release has been reviewed and approved by Sylvain Guerard, PGeo, senior vice-president, exploration, of the company, who is the qualified person as defined under the definitions of National Instrument 43-101.

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, Mexico. The property is 100 per cent 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 Jan. 11, 2021, is available on SEDAR+ and EDGAR under the company's profile. Orla also owns 100 per cent of Cerro Quema located in Panama which includes a 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 prefeasibility 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 Jan. 18, 2022, is available on SEDAR+ and EDGAR under the company's profile. Orla also owns 100 per cent 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 company's profile. The technical reports are available on Orla's website.

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