Orla Mining and Pershimco Resources Announce Merger

VANCOUVER, BRITISH COLUMBIA and ROUYN-NORANDA, QUEBEC--(Marketwired - Sept. 14, 2016) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Orla Mining Ltd. ("Orla") (TSX VENTURE:OLA) and Pershimco Resources Inc. ("Pershimco") (TSX VENTURE:PRO)(FRANKFURT:BIZ) today are pleased to announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") to combine their respective businesses, creating a new, growth-oriented gold company in the Americas (the "Transaction"). The new company ("NewCo"), which will continue to operate under the name "Orla Mining Ltd.", will focus on continued exploration and development of Pershimco's Cerro Quema project located in Panama, and will seek further growth opportunities in the Americas. Marc Prefontaine will lead NewCo as President and Chief Executive Officer.

Under the terms of the Arrangement Agreement, each Orla shareholder will receive one common share in NewCo for each Orla common share ("Orla Share") held. Each Pershimco shareholder will receive 0.19 of a NewCo share for each Pershimco common share ("Pershimco Share") held. In addition, each Pershimco shareholder will receive 0.04 of a class A common share of NewCo for each Pershimco Share held. Each whole class A common share of NewCo will entitle its holder to receive, without payment of additional consideration, one NewCo share conditional upon the issuance of a ministerial resolution by the Ministry of Environment of Panama, accepting the Environmental and Social Impact Study ("ESIA") for Pershimco's Cerro Quema project on or prior to January 31, 2017. If a ministerial resolution accepting the ESIA for the Cerro Quema project is not received prior to January 31, 2017, the right to receive NewCo shares will terminate. All outstanding options and warrants of both Orla and Pershimco will be exchanged for equivalent securities of NewCo in accordance with the Arrangement Agreement, while the outstanding restricted share units of Pershimco will be paid out in either cash or NewCo shares under the Arrangement Agreement.

In connection with the Transaction, Orla intends to raise up to C$50 million via a private placement of subscription receipts at a price of $1.75 per subscription receipt (the "Private Placement"). Pierre Lassonde and certain insiders of Orla intend to participate in the financing in an amount of up to C$30 million. Upon completion of the Transaction and assuming the approval of the ESIA, it is anticipated that NewCo will have approximately 126.7 million NewCo shares issued and outstanding. Existing Pershimco shareholders will hold approximately 44.7% of the NewCo shares on a fully diluted in-the-money basis. Existing Orla shareholders will hold approximately 36.2% of the NewCo shares on a fully diluted in-the-money basis with the remaining 19.1% to be held by investors participating in the Private Placement.