SCHEDULE: Fairfax Reduces Orla Mining Stake by C$441M

Fairfax Financial Holdings and its affiliates sold 25 million shares of Orla Mining Ltd. for approximately C$441.1 million, citing portfolio rebalancing.

Summary

• Fairfax Financial Holdings Limited and its affiliates filed an Amendment No. 1 to their Schedule 13D regarding Orla Mining Ltd.
• On December 4, 2025, certain reporting persons sold an aggregate of 25,000,000 common shares of Orla Mining Ltd. through block trades.
• The shares were sold at a price of CDN$17.6435 per share, generating approximately CDN$441.1 million in aggregate proceeds.
• The primary reason for the sale was the rebalancing of Fairfax's investment portfolios.
• Following these transactions, the Fairfax group's beneficial ownership in Orla Mining Ltd. is 78,074,283 shares, representing 20.3% of the class.
• This percentage is calculated based on 339,896,220 shares issued and outstanding as of November 11, 2025, assuming conversion of all convertible notes and warrants held by reporting persons.
• Individual transactions by various Fairfax affiliates on December 4, 2025, included sales ranging from 249,990 shares by Allied World National Assurance Company to 8,429,569 shares by United States Fire Insurance Company.
• Sarah Bhanji, a director/officer of Northbridge Financial Corporation (a Fairfax affiliate), purchased 1,000 shares in two open market transactions on December 4, 2025, at C$19.402 and C$19.396.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While the stated reason for the sale is portfolio rebalancing, a large block sale by a significant investor can still create negative market perception and potential downward pressure on the stock. The small open market purchases by an individual associated with Fairfax do not offset the large institutional sale.

Positives

• Fairfax's stated reason for the significant share sale is portfolio rebalancing, suggesting the action is not based on a negative view of Orla's fundamental business.

Negatives

• A large block sale of 25,000,000 shares by a major institutional investor could create downward pressure on Orla's stock price.
• The reduction in Fairfax's stake, from a previously higher (implied) percentage, could be perceived by the market as a decrease in conviction by a key long-term investor.

Risks

• Future sales by Fairfax or its affiliates could further impact Orla's share price, despite current statements of no present plans to sell.
• The market may interpret the large sale as a lack of confidence in Orla Mining Ltd., regardless of the stated reason for portfolio rebalancing.

Future Outlook

While the reporting persons currently have no present plans to sell further shares, they may decide to sell some or all of their remaining securities or purchase additional securities in the open market or otherwise, depending on price, market conditions, fund availability, and alternative investment evaluations.

Management Comments

• The sale occurred in connection with the rebalancing of investment portfolios of Fairfax.
• None of the Reporting Persons has any present plans to sell any further Shares or other securities of Orla.
• One or more of them could determine, based upon price, market conditions, availability of funds, evaluation of alternative investments and other factors, to sell some or all of such securities.
• 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 on the same set of factors listed above with respect to sales.

Industry Context

A significant reduction in a major institutional investor's stake, even if attributed to portfolio rebalancing, can send mixed signals to the market. In the mining sector, such a move by a prominent investor like Fairfax could lead other investors to re-evaluate their positions, potentially impacting market sentiment for Orla Mining and similar companies.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on Orla's stock due to the large block sale. May lead to questions about Fairfax's long-term commitment, despite the stated rebalancing.
• Company (Orla Mining Ltd.): Could face market speculation regarding the reasons for the major shareholder's reduction in stake, potentially affecting investor confidence.

Next Steps

• Fairfax and its affiliates may sell additional Orla shares in the future, depending on market conditions and investment evaluations.
• Fairfax and its affiliates may purchase additional Orla shares in the future, depending on market conditions and investment evaluations.

Key Dates

Recommendation

The significant block sale by Fairfax Financial Holdings, while attributed to portfolio rebalancing, introduces uncertainty and potential downward pressure on Orla Mining's stock. However, the stated reason is not a fundamental negative on Orla itself, and Fairfax retains a substantial 20.3% stake. Investors should hold to observe market reaction and any further statements or actions from Fairfax or Orla, while evaluating Orla's underlying business performance independently.

Keywords

Orla Mining, Fairfax Financial, Share Sale, Institutional Investor, Schedule 13D, Portfolio Rebalancing, Equity Stake, Block Trade, Gold Mining