The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. You are strongly urged to read the accompanying Management Information Circular before completing this Letter of Transmittal. The Depositary or your broker or other financial advisor will assist you in completing this Letter of Transmittal. All deposits under this Letter of Transmittal are irrevocable and may not be withdrawn.

THIS LETTER OF TRANSMITTAL IS FOR DEPOSITING YOUR GSV SHARES (AS DEFINED BELOW) IN CONNECTION WITH A PROPOSED PLAN OF ARRANGEMENT INVOLVING GOLD STANDARD VENTURES CORP. AND ORLA MINING LTD.

SHAREHOLDERS WHOSE GSV SHARES ARE REGISTERED IN THE NAME OF AN INTERMEDIARY (SUCH AS A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY OR OTHER INTERMEDIARY) SHOULD NOT USE THIS LETTER OF TRANSMITTAL BUT RATHER SHOULD CONTACT THAT INTERMEDIARY FOR INSTRUCTIONS AND ASSISTANCE IN DEPOSITING THOSE GSV SHARES IN ACCORDANCE WITH THE TERMS OF THE ARRANGEMENT (AS DEFINED BELOW).

IT IS IMPORTANT THAT YOU VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY IN ORDER TO DEPOSIT YOUR GSV SHARES IN CONNECTION WITH THE ARRANGEMENT.

LETTER OF TRANSMITTAL

to accompany certificates or DRS advices for common shares of

GOLD STANDARD VENTURES CORP.

This Letter of Transmittal, properly completed and duly executed by a registered holder (a "Shareholder") of common shares ("GSV Shares") of Gold Standard Ventures Corp. ("GSV"), together with all other required documents, must accompany certificates and any statements/advices prepared by Computershare Investor Services Inc. (the "Depositary") pursuant to the direct registration system ("DRS") representing GSV Shares deposited in connection with the proposed arrangement (the "Arrangement") involving GSV and Orla Mining Ltd. ("Orla"), that is being submitted for approval at the special meeting of securityholders of GSV to be held on August 9, 2022, as may be adjourned or postponed (the "Meeting") as described in a management information circular dated July 6, 2022 (the "Circular"). Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular.

Under the terms of the arrangement agreement between GSV and Orla dated June 12, 2022 (the "Arrangement Agreement"), each Shareholder will receive, in exchange for each GSV Share held: (i) 0.1193 of a common share ("Orla Shares") in the capital of Orla (the "Share Consideration"); and (ii) C$0.0001 in cash (the "Cash Consideration"), less any applicable withholdings. The Cash Consideration and the Share Consideration are together referred to herein as the "Consideration".

Shareholders who are Eligible Holders may elect pursuant to section 85 of the Tax Act (and any corresponding provisions of any applicable provincial tax legislation) to defer some or all of the capital gain they would otherwise realize on the exchange of GSV Shares. Please refer to the Circular for details and Box F of this Letter of Transmittal.

No fractional Orla Shares will be issued to any Shareholder in connection with the Arrangement. The number of Orla Shares to be issued to any Shareholder shall be rounded down to the nearest whole Orla Share. If the aggregate Cash Consideration a Shareholder is entitled to receive pursuant to the Arrangement would otherwise include a fraction of C$0.01, then the aggregate cash amount such Shareholder shall be entitled to receive shall be rounded up to the nearest whole C$0.01. Shareholders should refer to the full text of the plan of arrangement (the "Plan of Arrangement") which is appended to the Circular as Appendix A.

In order to receive the Consideration under the Arrangement, Shareholders are required to deposit the certificate(s) or DRS advice(s) representing the GSV Shares held by them with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must

accompany all certificates or DRS advices for GSV Shares deposited in exchange for the applicable Consideration pursuant to the Arrangement. If you are a U.S. Person (as defined in Instruction 8, "IRS W-9 - U.S. Shareholders"), you must also complete the IRS Form W-9 set forth on page 12 (see Instruction 8, "IRS Form W-9 - U.S. Shareholders").

The Cash Consideration will be received by registered Shareholders, as applicable, in Canadian dollars in accordance with the terms of the Arrangement Agreement.

As of the date that the Arrangement becomes effective (the "Effective Date"), you will cease to be a shareholder of GSV and will only be entitled to receive the appropriate number of Orla Shares and cash to which you are entitled under the Arrangement upon delivery of all required documents to the Depositary.

TO:

GOLD STANDARD VENTURES CORP.

AND TO: ORLA MINING LTD.

AND TO: COMPUTERSHARE INVESTOR SERVICES INC. at its offices set out herein.

Please read the Circular and the instructions set out below carefully before completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute valid delivery. If GSV Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. See Instruction 2.

The Depositary, or your broker or other financial advisor, can assist you in completing this Letter of Transmittal (see the back page of this document for addresses and telephone numbers of the Depositary). Persons whose GSV Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should immediately contact such registered holder for assistance.

In connection with the Arrangement being considered for approval at the Meeting, the undersigned delivers to you the enclosed certificate(s) and/or DRS advice(s) for GSV Shares. The following are the details of the enclosed certificate(s) and/or DRS advice(s), as applicable:

Certificate Number(s) or DRS Holder

Name(s) of Registered Holders

Number of GSV Shares Represented by

Account Number (HID)

(Please fill in the name exactly as it appears

this certificate or DRS advice

on the certificate(s) or DRS advice(s))

The undersigned transmits herewith the certificate(s) or DRS advice(s), as applicable, described above for transfer upon the Arrangement becoming effective. The undersigned acknowledges receipt of the Circular and represents and warrants that the undersigned has good and sufficient authority to deposit, sell and transfer the GSV Shares represented by the enclosed certificate(s) or DRS advice(s), as applicable, (the "Deposited Shares") and at 12:01 a.m. (Vancouver time) on the Effective Date (the "Effective Time"), Orla will acquire good title to the Deposited Shares free from all liens, charges, encumbrances, claims and equities and in accordance with the following:

IN CONNECTION WITH THE ARRANGEMENT AND FOR VALUE RECEIVED upon the terms and subject to the conditions set forth in the Circular and in this Letter of Transmittal, at the Effective Time all of the right, title and interest of the undersigned in and to the Deposited Shares and in and to any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, "distributions") which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them as and from the Effective Time (except for those distributions and payments under the Arrangement), and the Deposited Shares, as well as the right of the undersigned to receive any and all distributions, shall have been surrendered, assigned and transferred to Orla in exchange for the Consideration for each Deposited Share, subject to rounding as discussed above and in the Circular.

The undersigned acknowledges receipt of the Circular and represents and warrants that, as of the date hereof and as of the Effective Time:

  1. the undersigned is, and will immediately prior to the Effective Time be, the registered holder of the Deposited Shares and owns all rights and benefits arising from the Deposited Shares;
  2. the undersigned has good title to the Deposited Shares free and clear of all mortgages, liens, charges, encumbrances, restrictions, security interests, equities and claims and at the Effective Time, Orla will acquire good title to the Deposited Shares free from all mortgages, liens, charges, encumbrances, restrictions, security interests, equities and claims and in accordance with the Plan of Arrangement;
  3. the undersigned has full power and good and sufficient authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign and transfer the Deposited Shares;
  1. when the aggregate Consideration to which the undersigned is entitled pursuant to the Plan of Arrangement, less any applicable withholdings, is paid, none of Orla or GSV or any affiliate or successor of such persons will be subject to any adverse claim in respect of the Deposited Shares;
  2. all information inserted by the undersigned into this Letter of Transmittal is true, accurate and complete;
  3. the Deposited Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Shares to any person other than pursuant to the Arrangement and the undersigned will not, prior to the Effective Time, transfer or permit to be transferred any Deposited Shares; and
  4. if the undersigned is a non-resident of Canada for the purposes of the Tax Act, the Deposited Shares are
    "excluded property" (as defined by subsection 116(6) of the Tax Act); and
  5. the delivery of the applicable Share Consideration and Cash Consideration will discharge any and all obligations of Orla, GSV and the Depositary with respect to the matters contemplated by this Letter of Transmittal and the Arrangement.

These representations and warranties will survive the completion of the Arrangement.

From and after the Effective Time, the undersigned irrevocably constitutes and appoints any officer of Orla, and any other person designated by Orla in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Deposited Shares purchased in connection with the Arrangement with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (a) register or record the transfer of such Deposited Shares on the registers of GSV; and (b) execute and negotiate any cheques or other instruments representing any distribution payable to or to the order of the undersigned.

The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares other than as set out in this Letter of Transmittal and in any proxy granted for use at the Meeting. Other than in connection with the Meeting, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares, unless the Deposited Shares are not taken up and paid for in connection with the Arrangement.

The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be reasonably necessary to convey the Deposited Shares and distributions effectively to Orla.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall survive the death, legal incapacity, bankruptcy or insolvency of the undersigned and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned instructs Orla and the Depositary, upon the Arrangement becoming effective, to mail any cheque representing the Cash Consideration by first class mail, postage prepaid, to hold such cheque for pick-up, of deliver funds via wire, all in accordance with the instructions given below or, if no instructions are given, to mail such cheque by first class mail, postage prepaid, in the name and to the address if any, of the undersigned as appears on the share register maintained by GSV. The undersigned authorizes and directs Computershare Investor Services Inc., upon the Arrangement becoming effective, to issue a DRS advice for any Orla Shares to which the undersigned is entitled pursuant to the Arrangement and to mail any such advice by first class mail, postage prepaid, or to hold such advice for pick-up, in accordance with the instructions given below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by GSV. In the event that a DRS advice is not available, an Orla Share certificate will be delivered to the undersigned in the same manner as a DRS advice, as described above. Should the Arrangement not proceed for any reason, the deposited certificates and DRS advices representing GSV Shares and other relevant documents shall be returned in accordance with the instructions in the preceding sentence.

BOX A

ENTITLEMENT DELIVERY

All cash and share entitlement payments (as applicable) will be issued and mailed to your existing registration unless otherwise stated. If you would like your cash or shares dispatched to a different address, please complete BOX B.

  • MAIL CHEQUE/SHARES TO ADDRESS ON RECORD

(DEFAULT)

  • MAIL CHEQUE/SHARES TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)
  • HOLD CHEQUE AND/OR SHARES FOR PICKUP AT COMPUTERSHARE TORONTO OFFICE:

Computershare Investor Services Inc.

  • 100 University Ave, 8th Floor, Toronto ON

  • DELIVER FUNDS VIA WIRE* (COMPLETE BOX F AND CHECK ANOTHER ITEM IN THIS BOX A TO INDICATE HOW YOU WOULD LIKE ANY SHARES TO BE DELIVERED)

BOX B

MAIL PAYMENT TO 3rd PARTY ADDRESS*:

  • CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT)

(ATTENTION NAME)

(STREET NUMBER & NAME)

(CITY AND PROVINCE/STATE)

(COUNTRY AND POSTAL/ZIP CODE)

(TELEPHONE NUMBER (BUSINESS HOURS)

(SOCIAL INSURANCE/SECURITY NUMBER)

  • THE PAYMENT WILL REMAIN IN THE NAME OF THE REGISTRATION

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Gold Standard Ventures Corp. published this content on 08 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 July 2022 20:03:03 UTC.