Good morning, ladies and gentlemen, and welcome to Orla Mining's conference call to discuss the acquisition of the Musselwhite Mine. My name is Julianne, and I'll be your conference operator today. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star from the number one on your telephone keypad. If you would like to withdraw your question, please press star one again. Please be advised that this call is being recorded. I would now like to turn the meeting over to Andrew Bradbury, Vice President, Investor Relations and Corporate Development. Please go ahead. Thank you, Operator. We will be making forward-looking statements during today's call, and I direct you to the second and third slides of the presentation, which contain important cautionary notes regarding these forward-looking statements. All dollar amounts discussed today will refer to U.S. dollars unless otherwise indicated. The entire Orla executive team is on the call this morning, and I'll pass the call to Jason Simpson, President and CEO. Thanks, Andrew. Today is an exciting day for Orla Mining, and we are pleased to announce the acquisition of the Musselwhite Mine from Newmont. Musselwhite is a high-quality asset operated by an excellent team, and the addition of this producing Canadian asset will strengthen our company. This transaction is consistent with our vision of creating a premier, high-margin, high-growth gold company. The combination of the proven Musselwhite Mine with our high free cash flowing Camino Rojo Oxide operation enables us to immediately more than double our production, with a near-term annual production target of close to 500,000 ounces as South Railroad begins to come online in 2027. With the addition of Musselwhite, our company will generate significant near-term and long-term free cash flow. The robust cash generation and significant balance sheet strength will allow for the seamless construction of our near-term growth asset, the South Railroad Project located in Nevada. At Musselwhite Mine, we intend to aggressively explore the mine as we see significant upside beyond the reported reserves and resources, with the intention to extend this mine life for many years to come. We are paying $810 million upfront in cash and $40 million in contingent consideration. This acquisition is financed through a unique structure with the support of our cornerstone shareholders and key lending institutions, resulting in no upfront equity dilution. All in, this deal is materially accretive on all per-share metrics to the benefit of all existing shareholders. Here are some details by the numbers. We acquired $760 million in net asset value, which is based on a reserves-only and $2,150 gold, well below the current gold price. At $2,500 gold, the net asset value of Musselwhite increases to approximately $1 billion. As Orla is not issuing any shares upfront, our investors retain excellent exposure to our growing net asset value, which we anticipate will lead to share price appreciation. Musselwhite will generate close to $200 million in operating cash flow and $150 million in free cash flow annually until at least 2030. This acquisition is significantly accretive across operating and financial metrics. It is worth noting, as part of our due diligence, we commissioned an independent 43-101 technical report to support this acquisition, and many of the figures you will see today. Not only did this process add technical rigor, but the report will help showcase Musselwhite, an asset that may not be as familiar to some in recent years. Ore is mined underground from two zones via longitudinal retreat and transverse stoping. Material is transported to surface via a conveyor supplied by internal winze, with mining rates of about one million tons per year. The processing flowsheet is a two-stage crush, grind, leach, carbon-in-pulp, with nameplate capacity of 1.5 million tons per year, but is currently processing about one million tons per year, providing an opportunity with excess mill capacity. There are also strong historical recovery rates at the plant of about 96%. Here are some key operating features for Musselwhite: seven years of mine life, 1.5 million ounces of reserves, and 1.8 million ounces of M&I resources, inclusive of reserves. 202,000 ounces of annual production at all-in sustaining cost of $1,269 per ounce. The mine plan outlined is a reserves-only plan, and we anticipate investing in growth capital to extend mine life and potentially increase the production scale in the future to the benefit of all shareholders. Before we dig any deeper into the deal, I would like to touch on our strategy. Orla was founded with a central formula for growth and value creation and aspires to be the emerging gold producer of choice. We have had and continue to achieve success in Mexico at Camino Rojo. We added to the portfolio the South Railroad Project in Nevada, and now, moving further north into Canada, the addition of Musselwhite strengthens the depth of our asset base and continues this formula. Moving along to the strategic rationale, otherwise known as the why. Musselwhite is a high-quality, long-life producing mine. It has produced nearly 6 million ounces of gold since inception in 1997. It has a strong existing reserve and resource base with known opportunities to extend mine life. Later, I'll discuss why we think this growth is just so tangible. We also like that Musselwhite Mine is well situated to our technical capabilities. Many on our team, including myself, started our careers developing and operating underground mines in Canada, and we're excited to be back. We also have experience partnering with First Nations to create mutual benefits. Our Chairman, Chuck Jeannes, was the CEO of Goldcorp when it owned Musselwhite Mine and conveyed the strength of the asset, the quality of the team, and the culture, something that is deeply important to Orla. Given the scarcity of quality producing or permitted assets, Musselwhite Mine was the right fit for Orla. This is a rare opportunity for a company of our size to acquire a proven Canadian gold mine producing 200,000 ounces per year. The deal provides a strategic entry into a premier mining jurisdiction and immediately adds a second free cash flow generating mine to complement Camino Rojo. With the addition of Musselwhite, we have an enhanced North American presence. With Musselwhite, we expect to produce more than 300,000 ounces of gold at a combined all-in cost of about $1,100 per ounce. As we transition to being the new owner-operator, we will seek opportunities for operational improvements and resource growth. To reiterate, this platform is expected to generate significant cash flow for many years ahead and will enable us to self-fund our growth pipeline, including development and exploration across all of our assets. Musselwhite will be Orla's largest asset on a net asset value basis and provide strong exposure to gold prices coupled with a natural currency hedge with the Canadian dollar. With our producing Camino Rojo oxide operation and South Railroad Project, Orla is now positioned to produce close to 500,000 ounces in only a few years. Beyond that, we will be continuing to seek opportunities that augment our portfolio and create real value for shareholders. With the Camino Rojo Sulphide Project at Camino Rojo lining up to be our next mine, in this case, an underground mine in Mexico. This acquisition is significantly accretive across operating and financial metrics. And with more production, we have increased exposure to the very strong and healthy gold price environment. The transaction structure eliminated any upfront equity dilution due to the support from our cornerstone investors, Fairfax Financial, Pierre Lassonde, and Trinity Capital Partners. This allows our shareholders to retain maximum exposure to our growing net asset value. As stated, we are paying $810 million in upfront cash consideration. An additional $20 million could be paid to Newmont should the gold price average $2,900 for the one-year period post-close, and another $20 million should the gold price average $3,000 for the second one-year period post-close. Since Newmont is our shareholder, we will require a 61-101 vote and seek majority of the minority approval from other shareholders. The convertible note financing for this transaction, as I will discuss shortly, will also require approval by shareholders, other than the insiders of the company participating in this financing under the rules of the TSX. Pierre Lassonde, Fairfax, and Agnico Eagle, along with company officers and directors, have already provided voting support for this transaction. Here's how we are funding the $810 million purchase. First, $350 million will be funded via a gold prepayment facility, a three-year term with monthly physical gold deliveries. The gold prepay enables us to lock in the strong current forward gold prices, currently above spot and well above the long-term consensus. Exact pricing and gold deliveries will be determined upon execution of the prepay between now and transaction closing. Based on current pricing, a total of approximately 150,000 ounces would be expected to be delivered monthly over three years, representing approximately 16% of consolidated production. The facility is being provided by BMO, ING, and CIBC. We will draw down our existing revolving credit facility for $150 million in financing sources. We also entered into a new $100 million term loan with our existing lenders, Scotia, BMO, and CIBC, and welcome the addition of ING to our syndicate of lenders. We entered into a private, non-brokered convertible note for $200 million, supported by our cornerstone shareholders: Fairfax Financial, Pierre Lassonde, and Trinity Capital Partners, all based on market terms. We source the remaining $10 million from our balance sheet, which currently has a cash balance of approximately $145 million. All in, this transaction structure eliminates upfront dilution and retains value for shareholders. Thank you to Prem Watsa, Fairfax Financial, Pierre Lassonde, and Trinity Capital Partners for their financial support. We would also like to thank our current lenders, Scotiabank, BMO, CIBC, along with a new entrant, ING, for providing the debt instruments. Post-acquisition, we will have $800 million in funding and close to $200 million in cash if high gold prices are maintained for the next few months. The structure of this transaction, coupled with Orla's pro forma cash flows, will allow the company to rapidly decrease debt levels over the next three years. The gold prepay and term loan are both structured to be repaid over the next three years. We expect to remain self-funded for our next leg of growth as we build to 500,000 ounces. Our strong free cash flow will be sufficient to repay the debt while also reinvesting in our business for exploration and development. On a net debt-to-EBITDA basis, Orla expects to be below one times in 2026 and be in a net cash position in 2028, all at consensus prices below spot. Back to the mine we are acquiring: seven years of reserves, over 200,000 ounces of annual production, $1,269 per ounce all-in sustaining costs, and highly tangible opportunities for resource growth and mine life extension. Musselwhite is located on Opapimiskan Lake, approximately 500 kilometers north of Thunder Bay in northwestern Ontario. It has been in operation since 1997 and produced almost 6 million ounces of gold to date. It is also one of the first mines in Canada to enter a comprehensive agreement with First Nations, the Musselwhite Agreement. The mine is located on a broader 65,000-hectare prospective land package, which remains highly unexplored. The Musselwhite Mine has a strong history of gold production, reserve replacement, and successful resource growth that has extended its mine life for decades, with significant potential for further extensions. The NPV on reserves only is $760 million at $2,150 per ounce gold and almost $1 billion at $2,500 per ounce gold. Musselwhite has demonstrated consistent resource and reserve replenishment and growth since inception. Historical mining, along with the main mine trend, demonstrated impressive continuity and predictability of gold mineralization, in part because of the primary host rock, a folded banded iron formation. Historic drilling has encountered high-grade intercepts at least one kilometer beyond the current resource, and geologic interpretation shows significant continuity with the potential for up to three kilometers of additional extension beyond the current resources and reserves. Our aggressive exploration strategy will focus on replenishing reserves and growing resources. Underground drilling will continue to target infill and open extensions of key zones, including PQ Deeps, Lynx, and Redwing, within the existing deposit. With a proven history of successful reserve replacement, well-understood geologic controls, and open mineralization extensions, we expect to achieve multiple years of life of mine extension through ongoing exploration. In parallel with the underground drilling, we plan to conduct a surface-based directional drilling program targeting the open extension of the PQ Deeps zone. Recent surface drilling in the PQ Deeps extension three has intersected strong mineralization up to one kilometer downplunge from the PQ Deeps resources and reserve area. The deposit remains fully open at depth and characteristic Musselwhite-style strong mineralization. The reactivation of surface drilling program will aim to define and build confidence in the continuity of mineralization over a potential additional two kilometers of plunge length beyond the latest drilling area. Positive results will support future resource growth and lay the groundwork for technical and economic mine expansion studies. We will also progressively conduct target generation work across the broader mine lease area, with plans for long-term exploration to unlock the potential across over 100 kilometers of strike length in this package. We look forward to collaborating with the talented Musselwhite team to further strengthen and enhance operations. Like many operations, it's the team on the ground with the best perspective on how to optimize and improve, and we look forward to surfacing the team's ideas to strengthen mining and productivity rates. Initial opportunities we see are as follows: actively supporting the existing Musselwhite operation continuous improvement program, progressing process plant engineering and studies to improve productivity underground, continuing to seek ways to optimize and de-bottleneck underground haulage, especially on the haulage level from the top of the winze to the conveyor transfer, and to progress evaluations into additional infrastructure to allow optimal production from the PQ Deeps. We were impressed with the Musselwhite operations, not only the skills and experience, but also the positive culture embodied by the team. We will rely on this team to continue to run the operation, and we are committed to significantly investing in exploration and development with a clear focus on extending mine life. For any employees on the line, we look forward to getting to know you and welcoming you to Orla. We appreciate and acknowledge that Musselwhite Mine is located on Indigenous lands. Orla will continue to honor the commitments and obligations within the Musselwhite Mine First Nations Agreements, and we are fully committed to maintaining and strengthening relationships with our community leadership, elders, trappers, and other community members by working together in a spirit of trust, collaboration, and transparency for many years to come. Our team plans on visiting the mine in the coming days and weeks, and we would be honored to meet in person with employees, First Nation communities, and other local stakeholders. As stated earlier, this acquisition materially increases Orla's production, reserves, and resources. Our production more than doubles to over 300,000 ounces, while our gold reserves increase by approximately 50% to 4.3 million ounces. This transaction structure enables Orla to realize significant accretion to key operational and financial metrics on a per-share basis, doubling our gold production per share and operating cash flow per share, and a nearly 40% increase in reserves per share. These accretion figures align with Orla's core objectives of value creation for our shareholders. For details on the transaction, please look to the included meeting materials, which are expected to be mailed to our shareholders in December, with completion of the transaction expected in the first quarter of 2025. This transaction adds a second quality, high-margin producing asset to Orla's portfolio and represents another step towards becoming a leading America-focused high-margin gold company. We are proud to take over ownership of the Musselwhite Mine. We will carry forward the positive legacy as responsible stewards of this asset and strive to create value with all stakeholders. There are many years ahead for the Musselwhite Mine, and we have the skills and experience to support its continued growth. Today marks an important milestone in growth and transformation of our company, and I would like to end my remarks with some acknowledgments. It's been a lot of hard work for many, many months. Starting with Orla's Vice President of Corporate Development and Investor Relations, Mr. Andrew Bradbury, who has quarterbacked the Orla team through this whole transaction. This is a transformational milestone for Orla. He should be very proud. Orla's Chief Financial Officer, Mr. Etienne Morin has put together a strong financing package for the acquisition, which does not rely on any upfront equity to the long-term benefit of our shareholders. Brendan Dupuis, our corporate counsel, whose experience, work ethic, and calm demeanor gave me tremendous confidence. Stifel, who has advised us on this transaction, partnered with Scotiabank, who aided us and backstopped our financing considerations. I would also like to thank BMO, CIBC, and our newest lending partner, ING, for their support on the financing, which now includes the gold prepay instrument. We would all like to thank Trinity Capital Partners for their continued support and their specific contribution in structuring this deal and the convertible note. It is a testament to our team and company that we have maintained a close relationship with our founding investors, including Pierre Lassonde and Trinity, as well as our largest investor, Prem Watsa, Fairfax. Our Director of Technical Services, Mr. Stephen Link, led a charge of a group of consultants who contributed to our due diligence and delivered a robust and updated technical report. Finally, a shout-out to the Musselwhite employees, some of whom we've met and the rest who we hope to meet very soon. We saw in you a group of dedicated professionals that would thrive under the focus and commitment Orla could provide. Our Chief Operating Officer, Mr. Andrew Cormier, and I personally visited the site and were convinced with what we saw. Metallurgical and mining engineers, respectively, both with a long history of underground mining in Ontario, we saw a consistent producer with committed employees, something that we knew we could operate to the benefit of all stakeholders. Regarding those stakeholders, our sustainability team, led by Ms. Chafika Eddine, have been diligently mapping and planning communications with all of you through Shane Matson in the weeks and months to come. At this point, I would like to pass the call back to the operator and take any questions. Thank you. As a reminder, to ask a question, please press star, followed by the number one on your telephone keypad. To withdraw any questions, please press star one again. We'll pause for just a moment to compile the Q&A roster. Our first question comes from Anita Soni from CIBC World Markets. Please go ahead. Your line is open. Good morning, Jason and team. Just firstly, congratulations on executing on the deal. And then secondly, I was just wondering about the terms of the prepay. It says it's 150,000 ounces at current pricing. Is there some kind of color around it so that it makes that 150,000 ounces flexible? I'm not understanding exactly how. Yeah, I'll just turn it over. Yeah, thanks, Anita. I'll turn it directly over to Etienne. The 150 that I cited is an estimation at current prices, but that'll be dictated by the time that we lock it in. And Etienne, I want you to give some specifics for Anita. Yes. So Anita, so the prepay will be put in place at the time of funding, which will be closer to closing. It'll be over three years, monthly deliveries, the fixed amount of gold, so 36 deliveries. We'll set the prices at that time. However, we may decide to do some forward hedging to lock the prices between now and closing to remove the exposure to gold price volatility. But to answer your question, there is no collars. It'll be just typical prepay with the fixed amount of ounces to be delivered over three years. Okay. And then secondly, how should we think about the CapEx required, I guess, at the mine over the next two or three years? Yeah. So in the technical report, we've got the CapEx accounted for for our reserve case, which is, for lack of a better term, let's call it the mined-out case. And once we get on the ground and work with the teams, both exploration, development, and technical services, we're going to outline the next phase, which will include development and exploration to not only replenish reserves but extend mine life. And we'll have a better understanding of those capital requirements once we have a bit of time with the team. And then looking into the future and speaking to that additional two kilometers of strike that we will attack next to find the continuation of that banded iron formation. As it continues, we believe that there will be an additional million ounces there that could support an expansion of the Musselwhite asset to a size that it has never been. And clearly, the capital and design for such an expansion, particularly material handling to fill the mill, is something that we look forward to studying over the next couple of years. Okay. Maybe getting ahead of myself and also dating myself at the same time, but I remember visiting that asset in 2015 under the Goldcorp banner. And I think there was a lot of exploration upside, but was there not also potential to build a shaft on the other side of the lake? And that was kind of one of the main drivers of being able to move the material. I know they have the materials handling system, but I'm just trying to understand if there's potentially a shaft in the future. Yeah. I don't think you're getting too far ahead of yourself. Remember that I worked for Redpath for four years. And so a shaft north of the lake is definitely a concept that we have on our drawing board right now. And not a new concept, to be fair to Goldcorp. And that's the concept. And then conveyance around the lake, or as you know, I've built a RopeCon before, so prospects over the lake are also possible. So no, you're absolutely right. In order to fill the mill to 1.5 million tons a year, we believe that it'll require new thinking around the material handling and greater efficiencies and cost reductions for that mine. I think the team is working very hard through the system that they have now, but an engineered improvement to that material handling system will make everybody at Musselwhite's life easier, reduce the cost, increase the efficiencies, and upsize that asset. Clearly, we need sufficient critical mass of resources to support that. And Sylvain Guerard, our Senior Vice President of Exploration, already has plans over the coming years of how to delineate that, and we look forward to those results. Okay. And last question. Did you file? I'm sorry, I haven't had a chance to look, but did you file the technical report that you did, or is that coming? No, summarized in the press release, Anita, and it'll be filed in the next couple of weeks. Okay. So I could find the CapEx there in the summary? Sorry, I didn't get a chance to see it. Yes, it is. Yeah. It's in the summary. Okay. Thank you very much. That's it for my questions. Once again, to ask a question, please press star, followed by the number one on your telephone keypad. Our next question comes from John Tumazos from John Tumazos Very Independent Resea rch. Please go ahead. Your line is open. Congratulations on getting this done. What is your timetable for reducing the debt, or what is the debt level you're comfortable with that leaves room for your next opportunity whenever that might present itself? Yeah. Thanks. The way we see it, let's start with the gold prepay. We consider that deferred revenues. We're using, frankly, the gold from the mine to buy the mine. On the second element of the financing, the convert with pricing over 40% higher than the current share price. When that converts, we look forward to everybody benefiting from that increased share price, which leaves us with the revolving credit facility and the term loan equating to $250 million. At the consensus prices, so lower than spot prices, the 300,000 ounces we're producing at about $1,100 an ounce could have us in a net cash position within a year. The gold prepays are over a three-year period, as described earlier in the remarks. Thank you. Our intention is to deliver quickly, and we believe that we can do it through the healthy cash production of these combined assets. We have no further questions. I would like to turn the call back over to Orla's President and CEO, Jason Simpson, for closing remarks. Well, thank you, everybody who dialed in. This is an incredibly exciting day for Orla. We are heading to site to meet the employees of Musselwhite tomorrow. We're tremendously excited about this transaction, and we appreciate the more lengthy call than is typical for us, but we have a lot to cover. Reach out to Andrew Bradbury. Should you want some time with myself or the team, we're happy to answer any questions as we start to integrate this into our company. This concludes today's conference call. Thank you for your participation. You may now disconnect.