SCHEDULE: Fairfax Reduces Orla Mining Stake by 25 Million Shares

Fairfax Financial Holdings and its affiliates sold 25 million shares of Orla Mining Ltd. for approximately C$441.1 million as part of an investment portfolio rebalancing.

Summary

• Fairfax Financial Holdings Limited and certain affiliates filed an Amendment No. 1 to their Schedule 13D regarding their ownership in Orla Mining Ltd.
• On December 4, 2025, certain reporting persons sold an aggregate of 25,000,000 common shares of Orla Mining Ltd. at a price of CDN$17.6435 per share.
• The total proceeds from this sale amounted to approximately CDN $441.1 million.
• The sale was conducted in connection with the rebalancing of investment portfolios of Fairfax.
• Following the transaction, V. Prem Watsa and several Fairfax entities beneficially own 78,074,283 shares, representing 20.3% of Orla Mining's common stock.
• The percentage of shares beneficially owned was calculated based on 339,896,220 shares issued and outstanding as of November 11, 2025, including convertible notes and warrants held by reporting persons.
• While there are no present plans for further sales, reporting persons may determine to sell or purchase additional securities of Orla based on market conditions and other factors.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the significant reduction in a major shareholder's stake, even if attributed to portfolio rebalancing. Large sales can create market uncertainty and downward pressure on share price.

Positives

• The sale generated significant proceeds of approximately CDN $441.1 million for Fairfax, which can be redeployed into other investment opportunities.
• The transaction is explicitly stated as a 'rebalancing of investment portfolios,' suggesting a strategic allocation decision rather than a negative outlook on Orla Mining's fundamentals.

Negatives

• A substantial block sale of 25,000,000 shares by a major institutional investor could exert downward pressure on Orla Mining's stock price due to increased supply.
• The reduction in stake by a significant shareholder like Fairfax might be perceived by some investors as a decrease in conviction, potentially impacting market sentiment negatively.

Risks

• Reporting persons may decide to sell some or all of their remaining shares or other securities of Orla in the future, based on price, market conditions, availability of funds, and evaluation of alternative investments.
• Conversely, Fairfax affiliates may also purchase additional securities, which could introduce volatility depending on the scale of such transactions.

Future Outlook

Fairfax and its affiliates currently have no present plans to sell any further shares or other securities of Orla Mining. However, they retain the flexibility to purchase additional securities or sell some or all of their holdings in the future, depending on factors such as price, market conditions, availability of funds, and evaluation of alternative investments.

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.

Industry Context

This transaction reflects an investment portfolio adjustment by a large financial holding company, Fairfax Financial Holdings, rather than a direct operational update from Orla Mining. While a significant block sale can influence market perception, it is primarily an internal capital allocation decision by Fairfax, which operates across diverse sectors including insurance and investments. Orla Mining operates in the gold mining industry, and such a large shareholder transaction could be viewed in the context of broader capital flows within the mining sector or general market conditions affecting large institutional portfolios.

Stakeholder Impact

• Shareholders of Orla Mining may experience short-term price volatility due to the large block sale.
• The transaction could lead to a shift in the shareholder base, potentially affecting future governance dynamics if the new holders have different investment philosophies.

Next Steps

• Fairfax and its affiliates will continue to monitor market conditions and evaluate alternative investments to determine future actions regarding their remaining stake in Orla Mining.
• Orla Mining will continue its operations, with its share price potentially reacting to the increased supply from the block trade.

Key Dates

Keywords

Orla Mining, Fairfax Financial Holdings, Schedule 13D, Share Sale, Block Trade, Investment Portfolio Rebalancing, Beneficial Ownership, Mining Stock, Institutional Investor