Fairfax Announces Acquisition of Additional Orla Mining Ltd. Common Shares

Executive Summary

• Fairfax Financial Holdings Limited acquired 26,582,275 common shares of Orla Mining Ltd. through the conversion of US$150 million in senior unsecured convertible notes.
• The acquisition represents approximately 7.1% of Orla's outstanding shares, bringing Fairfax's total holdings to 58,399,504 shares and 17,544,302 warrants (representing ~15.7% non-diluted and ~19.5% partially-diluted ownership).
• Fairfax intends to hold the securities for investment purposes and may engage with Orla's management/board regarding potential transactions or further market activities in accordance with early warning system regulations.

Key Details

• Transaction Type: Conversion of senior unsecured convertible notes into common equity.
• Principal Amount Converted: US$150,000,000.
• Shares Acquired: 26,582,275 common shares of Orla Mining Ltd.
• Conversion Price: CDN$7.90 per common share.
• Post-Conversion Stake: ~7.1% of Orla's issued and outstanding common shares.
• Total Holdings Post-Conversion: 58,399,504 common shares and 17,544,302 warrants.
• Warrant Terms: Exercise price of CDN$11.50 per warrant, allowing acquisition of up to 17,544,302 common shares.
• Ownership Percentages: ~15.7% on a non-diluted basis; ~19.5% on a partially-diluted basis (assuming full warrant exercise).
• Pre-Conversion Holdings: 31,817,229 common shares, US$150M in notes, and 17,544,302 warrants (~9.2% non-diluted).
• Investment Intent: Securities held for investment purposes; Fairfax may discuss potential transactions with Orla's management/board per NI 62-103 Form 62-103F1 and may trade securities as deemed advisable based on market conditions or strategic opportunities.
• Regulatory Filing: Early warning report filed under applicable securities laws; available on SEDAR+.