Gold Standard Ventures : Management Information Circular

ARRANGEMENT INVOLVING

GOLD STANDARD VENTURES CORP.

and

ORLA MINING LTD.

Notice and Management Information Circular for

the Special Meeting of Securityholders

of Gold Standard Ventures Corp.

to be held at 8:30 A.M. (Vancouver time) on August 9, 2022

at Suite 2600 - 595 Burrard Street, Three Bentall Centre, Vancouver, British Columbia, V7X 1L3

The Board of Directors of Gold Standard Ventures Corp. unanimously recommends that Securityholders vote

FOR

the Arrangement Resolution

TAKE ACTION AND VOTE TODAY

July 6, 2022

If you have any questions with respect to the Special Meeting or require assistance with voting,

please contact Gold Standard Ventures Corp.'s proxy solicitation agent:

Laurel Hill Advisory Group

North American Toll-Free Number: 1-877-452-7184

Outside North America: 1-416-304-0211

E-mail: [e-mail]

Letter to Securityholders

July 6, 2022

Dear Securityholders:

The Board of Directors (the "Board") of Gold Standard Ventures Corp. (the "Company" or "GSV") invites you to attend the special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of the Company (the "GSV Shares"), the holders of stock options of the Company (the "Optionholders") and the holders of restricted share units of the Company (the "RSU Holders", and collectively with the Shareholders and the Optionholders, the "Securityholders") to be held on August 9, 2022 at 8:30 A.M. (Vancouver time) at Suite 2600 - 595 Burrard Street, Three Bentall Centre, Vancouver, British Columbia, V7X 1L3.

The Plan of Arrangement

At the Meeting, Securityholders will be asked to consider and, if deemed acceptable, pass a special resolution (the "Arrangement Resolution") approving an arrangement (the "Arrangement") with Orla Mining Ltd. (the "Purchaser" or "Orla") pursuant to a statutory plan of arrangement (the "Plan of Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA") whereby the Purchaser will, among other things, acquire all of the issued and outstanding GSV Shares. As a result of the Plan of Arrangement, GSV will become a wholly- owned subsidiary of Orla.

The Exchange Ratio

Shareholders

Under the terms of the Arrangement Agreement, which was negotiated at arm's length, each Shareholder (other than those Shareholders validly exercising their dissent rights) will receive (i) 0.1193 (the "Exchange Ratio") of a common share of Orla (the "Orla Shares") and (ii) C$0.0001 in cash in exchange for each GSV Share held by such Shareholder on the closing of the Arrangement (the "Consideration").

Optionholders

Pursuant to the Plan of Arrangement, each outstanding stock option of the Company (a "GSV Option"), whether vested or unvested, will be exchanged for an option (a "Replacement Option") to purchase from Orla such number of Orla Shares (rounded down to the nearest whole number) equal to the product of: (A) the Exchange Ratio, multiplied by (B) the number of GSV Shares subject to such GSV Option immediately prior to the effective time of the Arrangement (the "Effective Time"), at an exercise price per Orla Share (rounded up to the nearest whole cent) equal to (M) the exercise price per GSV Share otherwise purchasable pursuant to such GSV Option immediately prior to the Effective Time, divided by (N) the Exchange Ratio. For further information, please see "The Arrangement

• Plan of Arrangement" and "The Arrangement - Exchange Procedure - Treatment of Options" in the accompanying Circular.

RSU Holders

Pursuant to the Plan of Arrangement, each outstanding restricted share unit (an "RSU") of the Company, whether vested or unvested, will and will be deemed to unconditionally vest to the fullest extent (including the full vesting of RSUs subject to performance criteria on the basis that all performance criteria associated therewith had been achieved) and will be settled by the Company on the Effective Date in exchange for GSV Shares valued in accordance

with the GSV RSU Plan (as defined in the accompanying Circular) less applicable withholdings. Each such GSV Share issued to RSU Holders will be exchanged for the Consideration.

Reasons for the Plan of Arrangement and Board Recommendation

The Board, based on its considerations and investigations, including a thorough review of the arrangement agreement dated June 12, 2022, between the Company and the Purchaser (the "Arrangement Agreement"), the fairness opinions of TD Securities Inc. ("TD") and Paradigm Capital Inc. ("Paradigm") (as discussed further in the enclosed Circular) and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and its financial and legal advisors and having received the unanimous recommendation of the Special Committee (as defined in the accompanying Circular) and its own deliberations has unanimously determined, that the Arrangement, and the entering into of the Arrangement Agreement, are in the best interests of the Company, and has unanimously approved the Arrangement and recommends that the Securityholders vote FORthe Arrangement. In making their recommendations, the Board considered a number of factors as described in the Circular under the heading "The Arrangement - Reasons for the Arrangement". The following are some of the principal reasons for the recommendation:

• Premium. The Consideration represents a 35% premium based on the 10-day volume weighted average price of the GSV Shares on the TSX for the period ended June 10, 2022 and the closing price of the Orla Shares and the GSV Shares on the TSX on June 10, 2022.
• Strengths and Strategic Fit. Shareholders are being offered the opportunity to benefit from:
• 1. ongoing exposure to future value creating milestones at South Railroad Project and Lewis, as well as Orla's portfolio of producing and development assets;
  2. participation in an established gold producer with proven construction capabilities, a strong exploration track record, and a low-cost growth profile;
  3. enhanced financial strength, cash flow generation, institutional investor following, trading liquidity, and opportunity for index inclusion;
  4. Orla's experience and expertise in constructing and operating the Camino Rojo Project, an open pit, heap leach operation with similar technical characteristics to the South Railroad project; and
  5. Orla's balance sheet and cash flow generation potential to fund the construction of South Railroad and future exploration initiatives at reduced dilution, financing, development, and execution risk

Shareholders will also be able to continue to participate in the potential upside from any operational success related to the properties of GSV, as well as the properties of Orla.

• Business and Industry Risks. The business, operations, assets, financial condition, operating results and prospects of GSV are subject to significant uncertainty, including risks associated with obtaining required financing and human capital to fully permit, construct and bring into commercial production a mine at South Railroad.
• Fairness Opinions. The Fairness Opinions state that as of the date of the Arrangement Agreement, and subject to and based on the considerations, assumptions and limitations described therein, the Consideration is fair, from a financial point of view, to the Shareholders.
• Preferred Strategic Alternative. The Board and Special Committee considered a number of alternative strategic courses of action. As part of its regular review of strategic alternatives, GSV, along with its financial and legal advisors, considered potential transactions with other strategic parties and reviewed a number of potential project financing alternatives, including project finance credit facilities, royalty and streaming transactions and non-core

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asset sales. Ultimately, the Arrangement was determined to be the most favourable transaction for maximizing GSV Securityholder value.

Support Agreements

Each of the directors and officers of the Company, as well as a significant Shareholder of the Company, have entered into a voting and support agreement with the Purchaser pursuant to which they have agreed to, among other things, vote, or cause to be voted, all of the securities of the Company held or controlled by them in favour of the Arrangement Resolution. Shareholders holding approximately 5.86% of the outstanding GSV Shares as of the date hereof have entered into voting and support agreements with the Purchaser.

If the Securityholders approve the Arrangement, it is currently anticipated that the Arrangement will be completed on or about August 12, 2022, subject to obtaining court approval and certain regulatory approvals, as well as the satisfaction or waiver of other conditions contained in the Arrangement Agreement.

Securityholder Approval

In order to become effective, the Arrangement Resolution must be approved by at least (i) 66⅔% of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) 66⅔% of the votes cast on such resolution by Securityholders, voting together as a single class, present in person or represented by proxy and entitled to vote at the Meeting, with Shareholders, RSU Holders and Optionholders being entitled to one vote for each GSV Share, RSU and GSV Option, respectively; and (iii) a simple majority of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the Excluded Shares (as defined in the accompanying Circular) for the purposes of MI 61-101 - Protection of Minority Securityholders In Special Transactions.

Full details of the Arrangement are set out in the Circular. The Circular describes the Arrangement and includes certain additional information to assist you in considering how to vote on the Arrangement Resolution, including certain risk factors relating to the completion of the Arrangement. You should carefully review and consider all of the information in the Circular. If you require assistance, consult your financial, legal, tax or other professional advisor.

The Arrangement is subject to customary closing conditions for a transaction of this nature, including, among other things, approval by the Securityholders, relevant stock exchange approvals and court approval. The Arrangement will not proceed if such approvals are not obtained.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF GSV SHARES, GSV OPTIONS AND/OR RSUS YOU OWN.

Securityholders are requested to read the enclosed Circular and are encouraged to promptly submit the enclosed proxy form, or voting instruction form ("VIF"), as applicable. Securityholders may vote online, by telephone or by mail. Pursuant to the interim order of the Supreme Court of British Columbia dated July 6, 2022 (the "Interim Order"), proxies, to be used at the Meeting, must be received by Computershare Investor Services Inc. by no later than 8:30 A.M. (Vancouver time) on August 5, 2022 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays). See "Information Concerning the Meeting - Proxy Instructions" in the accompanying Circular.

Securityholders who have questions or need assistance with voting their GSV Shares, GSV Options or RSUs, as applicable, should contact Laurel Hill by telephone at 1-877-452-7184(toll-free in North America) or 416-304-0211 (collect outside North America) or by email at [e-mail].

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On behalf of the Company, I thank all Securityholders for their continued support and we look forward to receiving your endorsement for this transaction at the Meeting.

Sincerely,

/s/ "Jason Attew"

Jason Attew

President, Chief Executive Officer and Director

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