Fairfax Sells Common Shares of Orla

Executive Summary

• Fairfax Financial Holdings sold 25,000,000 Orla Mining common shares for approximately CDN$441.1 million (US$316.1 million).
• The transaction reduces Fairfax’s direct equity stake in Orla from ~56.8 M to ~31.8 M shares, lowering its ownership to roughly 9.4% (non‑diluted) of Orla’s outstanding common shares.
• Fairfax retains its US$150 million senior unsecured convertible notes and 17.5 million warrants on Orla, preserving the ability to increase its position in the future.

Key Details

• Sale price: CDN$17.6435 per share.
• Gross proceeds: Approximately CDN$441.1 million (US$316.1 million).
• Pre‑sale holdings: 56,817,229 Orla common shares; US$150 million senior unsecured convertible notes (convertible at CDN$7.90); 17,544,302 warrants (exercise price CDN$11.50).
• Post‑sale holdings: 31,817,229 Orla common shares; US$150 million notes unchanged; 17,544,302 warrants unchanged.
• Resulting ownership percentages: ~9.4% of Orla’s issued and outstanding common shares on a non‑diluted basis; ~19.8% on a partially‑diluted basis (assuming conversion of notes and exercise of warrants).
• Purpose: Rebalancing of Fairfax’s investment portfolio.
• Future actions: Fairfax may discuss further transactions with Orla’s management/board, including additional purchases, voting, trading, or disposal of the remaining securities.
• Regulatory filing: An early‑warning report will be filed in accordance with applicable securities laws and made available on SEDAR+.

Notable Quotes

(No direct quotes were provided in the release.)