Sec Form 13D Filing - FAIRFAX FINANCIAL HOLDINGS LTD filing for Orla Mining Ltd. (ORLA) - 2025-03-07

95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N795 Wellington Street West, Suite 802, Toronto, Ontario, Canada M5J 2N795 Wellington Street West, Suite 802, Toronto, Ontario, Canada M5J 2N71600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada V6C 3L295 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N795 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N795 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7401 East Corporate Drive, Suite 200, Lewisville, Texas, 75057, USA300 First Stamford Place, Stamford, Connecticut, USA 06902300 First Stamford Place, Stamford, Connecticut, USA 069021209 Orange Street, Wilmington, Delaware, USA 198011209 Orange Street, Wilmington, Delaware, USA 19801305 Madison Avenue, Morristown, New Jersey, USA, 07962105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada M5H 1P9105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada M5H 1P955 Standish Court, Suite 300, Mississauga, Ontario, Canada L5R 4B2#12 Pine Commercial, The Pine, St Michael, Barbados BB111031600-925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L227 Richmond Road, Pembroke, Bermuda HM 0827 Richmond Road, Pembroke, Bermuda HM 0827 Richmond Road, Pembroke, Bermuda HM 0827 Richmond Road, Pembroke, Bermuda HM 081209 Orange Street, Wilmington, Delaware, USA 1980110 Ferry Street, Suite 313, Concord, New Hampshire, USA 03301251 Little Falls Drive, Wilmington, Delaware, USA 19808251 Little Falls Drive, Wilmington, Delaware, USA 19808251 Little Falls Drive, Wilmington, Delaware, USA 19808425 West Capitol Avenue, Suite 1800, Little Rock, Arkansas, USA 72201-352510 Ferry Street, Suite 313, Concord, New Hampshire, USA 03301

For each of the Reporting Persons, a full response to Item 2(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth in Exhibit 1.01 hereto.

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CANADACANADACANADABRITISH COLUMBIACANADACANADACANADADELAWAREDELAWARECONNECTICUTDELAWAREDELAWARENEW JERSEYCANADACANADACANADABARBADOSBRITISH COLUMBIABERMUDABERMUDABERMUDABERMUDADELAWARENEW HAMPSHIREDELAWAREDELAWAREDELAWAREARKANSASNEW HAMPSHIRE

The source of funds for the purchase of the common shares of Orla Mining Ltd. ("Orla", and such shares, the "Shares") beneficially owned by the Reporting Persons, including the Warrants (as defined herein) and the Convertible Notes (as defined herein) which are, as applicable, exercisable for and convertible into Shares, was cash on hand from existing investment portfolios.

The Reporting Persons acquired the Shares owned by them, the Warrants and the Convertible Notes for investment purposes.One or more entities affiliated with Fairfax, including one or more of the Reporting Persons, may determine to purchase additional securities of Orla in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. While none of the Reporting Persons has any present plans to sell any Shares or other securities of Orla, one or more of them could determine, based upon the same set of factors listed above with respect to purchases, to sell some or all of such securities. The Reporting Persons have no present intention to effect any of the transactions specified in Item 4 of Schedule 13D.

Based on the most recent information available, the aggregate number and percentage of Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.The calculation of beneficial ownership includes 44,137,216 Shares that the Reporting Persons have the right to acquire upon the conversion or exercise, as applicable, of the Convertible Notes and the Warrants as described in Item 6 of this Schedule 13D.The percentage of Shares beneficially owned by each of the Reporting Persons was calculated based on 365,690,919 Shares deemed to be issued and outstanding as of September 30, 2024 (and assuming the conversion or exercise, as applicable, of all of the Convertible Notes and the Warrants held by the Reporting Persons into Shares).

The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed under Item 2(c) for each of the Reporting Persons, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.

No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons.

Not applicable.

Except as described herein, none of the Reporting Persons, nor to the best knowledge of each of the Reporting Persons, any person listed under Item 2(c) for each of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of Orla, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies other than as described below.On February 28, 2025, certain of the Reporting Persons entered into subscription agreements (the "Subscription Agreements") with Orla, pursuant to such Reporting Persons subscribed for, and Orla issued, an aggregate principal amount of $150 million in senior unsecured convertible notes (the "Convertible Notes") and an aggregate 17,551,322 common share purchase warrants to acquire Shares (the "Warrants") for an aggregate purchase price of $150 million.The Convertible Notes bear interest at a rate of 4.5% per annum, payable in cash, and mature on March 1, 2030 (the "Maturity Date").The Convertible Notes are convertible into Shares at the option of the holder thereof in full or in part at any time prior to the Maturity Date based on an initial conversion price of C$7.90 per Share, subject to standard anti-dilution adjustments (the "Conversion Price"), which shall be converted into dollars using a fixed exchange rate of C$1.40 per U.S. dollar.Prior to the Maturity Date, Orla may prepay the Convertible Notes or any portion thereof in cash or, with the prior written consent of the holder of the Convertible Notes, Shares or a combination of cash and Shares, after the 18-month anniversary of the issuance, unless the 20-day volume weighted average price of Shares is less than 130% of the Conversion Price, or if a change of control is imminent (as further described therein). Additionally, Orla may prepay the Convertible Notes after the public announcement of a change of control, subject to the right of the holder thereof to elect to convert at the Conversion Price subject to closing of the change of control transaction, at a price equal to the lesser of: (a) the sum of all remaining interest payable from the redemption date to the Maturity Date plus 100% of the principal amount, and (b) the sum of all accrued and unpaid interest up to the redemption date plus 104.5% of the principal amount.Upon redemption, the Convertible Notes will convert into Shares at the Conversion Price. Orla will pay the holder of the Convertible Note all of the interest accrued and unpaid on the prepaid principal amount up to and including the redemption date.The Warrants entitle the holders thereof to subscribe for and purchase an aggregate 17,551,322 Shares at an exercise price of C$11.50 per Share, subject in each case to standard anti-dilution adjustments. The Warrants expire on February 28, 2030.The Forms of Subscription Agreements, Convertible Notes and Warrant Certificates are filed as Exhibits hereto and are incorporated by reference in this Item 6. The foregoing description of the agreements and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Subscription Agreements, the Convertible Notes and the Warrant Certificates respectively.

Directors and Officers of the Reporting PersonsJoint Filing Agreement, dated March 7, 2025, among the Reporting Persons.Form of Subscription Agreement, da ted February 28, 2025, among Orla and certain of the Reporting Persons.Form of Convertible Note, dated February 28, 2025, among Orla and certain of the Reporting Persons.Form of Warrant Certificate, dated February 28, 2025, among Orla and certain of the Reporting Persons.