Orla Mining and Pershimco Resources Announce Merger - Seite 4

Orla Private Placement Financing

In connection with the proposed Transaction, Orla has entered into an agreement with GMP Securities L.P. on behalf of a syndicate of agents (the "Agents") to complete the Private Placement of subscription receipts (the "Subscription Receipts") for total gross proceeds of up to C$50 million (the "Private Placement") at a price of C$1.75 per Subscription Receipt (the "Subscription Price"). Pierre Lassonde, who currently owns 19.4% of Orla on a partially-diluted basis and certain insiders of Orla intend to participate in the financing in an amount of up to C$30 million of the Private Placement.

The gross proceeds from the Private Placement will be deposited and held in escrow and shall be released immediately prior to the completion of the Transaction upon the satisfaction of certain conditions (the "Release Conditions"). Each Subscription Receipt will entitle the holder thereof to receive one NewCo share as part of the Arrangement Agreement. If the Release Conditions are not satisfied on or before January 31, 2017, or prior to such date, Orla advises the Agents or announces to the public that it does not intend to satisfy the Release Conditions, the escrow agent will return to holders of the Subscription Receipts, an amount equal to the aggregate Subscription Price for the Subscription Receipts held by them, together with a pro rata portion of interest earned on the escrowed proceeds and the Subscription Receipts will be cancelled and of no further force or effect.

The net proceeds of the Private Placement will be used to repay any amounts owed to RK Mine Finance, for exploration growth at Cerro Quema and for general corporate purposes.

Board of Directors' Recommendations

The Board of Directors of each company has determined that the Transaction is in the best interests of their respective shareholders based on a number of factors, including fairness opinions received from their respective financial advisors and the unanimous recommendation of the special committee in the case of Pershimco. Each company's Board of Directors unanimously approved the terms of the Transaction and recommends that their respective shareholders vote in favor of the Transaction.