0001104659-20-132519 Sample Contracts

INVESTOR RIGHTS AGREEMENT AGNICO EAGLE MINES LIMITED - and - ORLA MINING LTD. October 18, 2019
Investor Rights Agreement • December 4th, 2020 • Orla Mining Ltd. • Ontario

WHEREAS the Investor owns 17,613,835 Common Shares (as defined below) and 870,250 Warrants (as defined below) which represent approximately 9.47% of the issued and outstanding Common Shares on a non-diluted basis and 9.89% of the issued and outstanding Common Shares on a partially-diluted basis;

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UNDERWRITING AGREEMENT
Underwriting Agreement • December 4th, 2020 • Orla Mining Ltd.

The undersigned, Stifel Nicolaus Canada Inc. (the "Lead Underwriter"), Desjardins Securities Inc., Paradigm Capital Inc. and Cormark Securities Inc. (each, including the Lead Underwriter, an "Underwriter" and, collectively, the "Underwriters") understand that Orla Mining Ltd. (the "Corporation") intends to issue and sell an aggregate of 36,600,000 common shares ("Common Shares") in the capital of the Corporation (collectively, the "Purchased Shares") at a price of $2.05 per Purchased Share (the "Purchase Price"), for aggregate gross proceeds of $75,030,000.

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