Orla Mining Ltd. (TSX:OLA) entered into a non-binding letter of intent to acquire Gold Standard Ventures Corp (TSX:GSV) from Newmont Corporation (NYSE:NEM) and others on May 26, 2022. Orla Mining Ltd. entered into a definitive agreement to acquire Gold Standard Ventures Corp from Newmont Corporation and others for approximately CAD 240 million on June 12, 2022. Under the terms of the transaction, Gold Standard shareholders will receive, in exchange for each Gold Standard common share held, 0.1193 of a common share of Orla and CAD 0.0001. Existing shareholders of Orla and Gold Standard will own approximately 87% and 13% of the pro forma company, respectively, following the close of the transaction. The arrangement agreement includes customary representations and warranties of each party, non-solicitation covenants by Gold Standard, "right-to-match" provisions in favor of Orla in the event of a Superior Proposal (as defined in the Arrangement Agreement) and a termination fee in favor of Orla in the amount of CAD 7.3 million should the agreement be terminated in certain circumstances. Following completion of the transaction, the Gold Standard Shares will be delisted from the TSX and NYSE stock exchanges.

The transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval by 662/3% of the votes cast by Gold Standard shareholders. The completion of the transaction remains subject to customary conditions, including receipt of all necessary court, stock exchange and regulatory approvals. GSV Board unanimously agreed to form a Special Committee comprised of John Armstrong as the Chair of the Special Committee, and Cassandra Joseph, Bruce McLeod and Alex Morrison as members. The Arrangement Agreement has been unanimously approved by the Board of Directors of Orla and Gold Standard. The Board of Directors of Gold Standard recommends that Gold Standard shareholders vote in favor of the transaction. Officers and Directors of Gold Standard, along with a key shareholder of Gold Standard, Newmont Corp. representing in aggregate approximately 5.7% of the issued and outstanding Gold Standard Shares, have entered into voting support agreements with Orla and have agreed to vote in favor of the transaction. The GSV shareholders meeting is expected to be held on August 9, 2022. The transaction was approved by Gold Standard's securityholders at its special meeting of securityholders held on August 9, 2022. The transaction is expected to be completed in August 2022 following the Gold Standard Meeting. As of July 12, 2022, the transaction is expected to close in mid-August 2022. The transaction is expected to close on or about August 12, 2022.

TD Securities Inc. has provided a fairness opinion to the Board of Directors of Gold Standard and Paradigm Capital Inc. has provided a fairness opinion to a Special Committee of Gold Standard Directors. Trinity Advisors Corporation and Pierre Laliberte, Matthew Gaasenbeek, Egizio Bianchini, Michael Barman, Rosemary Teixeira, David Roderick, Carli Kavanag, Lucas Martellacci andGregory Fedele of Stifel Nicolaus Canada Inc. have provided fairness opinions to the Board of Directors of Orla. Trinity Advisors Corporation and Stifel Nicolaus Canada Inc. acted as financial advisors to Orla. Jen Hansen, Jeffrey Roy, Jennifer Wasylyk, Zahra Nurmohamed and Davit Akman of Cassels Brock & Blackwell LLP with respect to Canadian matters and John Koenigsknecht of Neal, Gerber & Eisenberg LLP regarding US matters acted as legal advisors to Orla. TD Securities Inc acted as financial advisors to Gold Standard. Paradigm Capital Inc. is financial advisor to a Special Committee of Gold Standard Directors. Gold Standard's legal advisors are Bob Wooder and Susan Tomaine of Blake, Cassels & Graydon LLP with respect to Canadian matters and Randal Jones of Dorsey & Whitney LLP regarding US matters. Cassels team includes Jen Hansen, Jeffrey Roy, Jennifer Wasylyk, Zahra Nurmohamed and Caitlin Russell. Computershare Investor Services Inc. acted as depository, transfer agent and registrar to GSV. Computershare Investor Services Inc. acted as transfer agent and registrar to Orla. Laurel Hill Advisory Group, LLC acted as proxy solicitor to GSV. Laurel Hill will receive CAD 0.07 million advisory fee plus a CAD 0.04 million success fee if the Arrangement Resolution receives the required securityholder approval.

Orla Mining Ltd. (TSX:OLA) completed the acquisition of Gold Standard Ventures Corp (TSX:GSV) from Newmont Corporation (NYSE:NEM) and others on August 12, 2022.