Acquistion and Private Placement

Acquistion and Private Placement

Orosur Mining Inc.

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY JURISDICTION IN WHICH SUCH PUBLICATION RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

Orosur Mining Inc Announces

Acquisition of Chilean Gold Property and Placing of up to US$15 million

SANTIAGO, Chile 9 June, 2011. Orosur Mining Inc. (“OMI” or “the Company”) (TSX-V:OMI) (AIM:OMI), a South American-focused gold producer and explorer, announces that is has entered into an agreement, through its wholly-owned subsidiary, Fortune Valley Resources Chile S.A., to acquire a 100 per cent interest in the Talca gold property (“Talca”) in Chile’s Region IV (the “Acquisition”) with Compañía Minera Demetrio Tello and others (the “Vendors”). Concurrently with the Acquisition, OMI announces a proposed private placement of up to US$15 million through a placing of new shares with institutional and other investors (the “Placing”).

Highlights

  • Talca Acquisition
    • Property recent under operation – enhancing production potential
    • High grade artisanal production of approximately 300,000oz of gold in the last 40 years
    • Surface exploration has commenced. An initial drilling program of approximately 7,500m is planned to commence in Q4 2011 with an initial 43-101 targeted to be completed in Q2 2012
    • Fast-track scoping study commencing Q2 2012
    • Acquisition payments of US$3.84 million over approximately 20 months for a 25 per cent interest in Talca with an option to acquire the remaining 75 per cent for US$3.78 million over a five year period
    • 1 per cent net smelter royalty on production
  • Placing
    • Up to US$15 million placing
    • Certain major shareholders and other investors have already indicated their support for the Placing
    • Funds to be used for the Acquisition, Talca exploration and further potential acquisitions and exploration in the Talca district

Commenting on the acquisition David Fowler, CEO of Orosur said:

“The Directors of OMI are always actively looking for opportunities which we believe would add value to our existing portfolio of projects and, more importantly, have the potential to increase significantly shareholder value. We believe Talca to be one of these opportunities and are delighted to announce the acquisition, through our subsidiary, Fortune Valley in Chile.”

Talca Overview and History

Talca has been owned and operated by the Tellos family for approximately 40 years, having produced at an estimated overall average grade of approximately 13g/t gold, from a system of 7 outcropping high grade veins. Talca is located 375km North of Santiago in Region IV of northern Chile. The 1,680 hectare properties are located 15km to the west of Ruta 5 along the Chilean Pacific coast line in the Coastal Cordillera. Talca has a historical artisanal mining history dating back 60 years.

The property hosts two gold mines that have been exploited by artisanal non-mechanized mining during 2011. Historic gold production is approximately 300,000oz of gold. Gold veins on the property are hosted in Paleozoic rocks such as meta-arenite, phyllite, chert and meta-basalts of Devonian-Carboniferous age and interfingering marine and continental sediments of Upper Carboniferous to Permian age. Intrusions of granodiorite to mozodiorite composition and gabbros are locally intruded into these meta-sediments and sediments and have been dated as Triassic-Jurassic age (180-212Ma).

The principal structural control on the property is NNW (320° - 350º) trending shear zones and faults structures between 2 - 4m wide and can be traced from 4 to 8km along strike. Secondary structural control is ± E/W (260° - 285°) striking quartz veins ranging between 0.3 – 4m wide. Gold has been historically mined on both of these structural trends up to depths of over 250m. Grades between 10 - 20g/t gold have been reported and visible gold is common. Other historical and currently operating mines in the district have been mined to depths of up to 600m.

Although significant artisan mining has been undertaken over the years at Talca, the project has not been explored with modern technology and practices.

Talca Exploration Program and Next Steps

The Talca assets comprise a number of mining licenses, property and land easements, each held by members of the Tello family or in separate private limited companies each incorporated in Chile related to the Tello family. As a pre-acquisition step, the Vendors agreed with the Company to incorporate two new special purpose vehicles, Sociedades Contractuales Mineras de Talca and Talca Dos (together ”SCM”) to act as holding companies for the mining licenses.

The Company has agreed with the Vendors to acquire 25 per cent of the issued share capital of SCM for consideration of USD$3,840,000, which includes 25 per cent rights to the land and all easements over the rest of the property owned by the Vendors. The Company has also agreed with the Vendors an option to acquire the remaining 75 per cent of the issued share capital of SCM over a period of 5 years from the date of the Acquisition Agreement for a further consideration of USD$3,780,000, which grants the Company the remaining 75 per cent rights to the land not already acquired. The Acquisition Agreement is conditional on the acceptance of 66.66 per cent of the Vendors in value accepting the offer. The Company has, at the date of this announcement, secured irrevocable undertakings to accept the Company’s offer from 71 per cent of the Vendors.

Upon completion of the Acquisition, anticipated around August 2011, OMI will begin an accelerated exploration program including the completion of underground mine topography, and sampling and surface geologic mapping and sampling as a priority. A 480km linear ground magnetic survey, surface mapping and geochemical sampling has commenced. The Company hopes to advance the initial exploration swiftly in order to plan a first pass exploration drill campaign which will consist of approximately 7,500meters in the next six months.

OMI intends to fast track production from the mine. Following an aggressive exploration program to commence in 2011, the Company aims to publish its maiden N.I. 43-101 compliant resources during Q2 2012.

As core drill samples are obtained, OMI will commence a metallurgical test work program in parallel with the exploration campaign, so that data is generated to support the forthcoming engineering studies on the project in a timely manner.

The Company anticipates that a scoping study will commence during Q2 2012. Environmental base line data collection is also scheduled to be initiated in 2011 to support the permitting process. The property is fully licensed from the existing operations and it may be possible to submit an upgrade of the current environmental license, rather than a full application, which OMI expects will take less than a year following submission to relevant authorities.

Placing Details

OMI is seeking to raise gross proceeds of up to US$15 million through the issue of new common shares (the "Placing Shares") to both new and existing institutional shareholders and accredited investors (the “Placees”). The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Canaccord Genuity Limited ("Canaccord Genuity"), acting as sole manager and sole bookrunner (the "Bookrunner") which will be carried out on a reasonable endeavours basis. The identity of Placees and the basis of the allocations are at the sole discretion of the Company and the Bookrunner. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") will be agreed by the Company with the Bookrunner at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.

The books for the Placing will open with immediate effect. The books are expected to close no later than 6:30pm (London time) today. The timing of the closing of the books and the making of allocations may be accelerated or delayed at Canaccord Genuity’s sole discretion. The Appendix to this Announcement contains the terms and conditions of the Placing to Placees (other than Placees in Canada).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

The Placing Shares will be credited as fully paid and rank pari passu with the existing issued Common Shares when issued.

The Company will apply for admission of the Placing Shares to trading on AIM and it is expected that admission of the Placing Shares will take place and that trading will commence in such shares on or about 16 June 2011 ("AIM Admission") and in any event no later than 30 June 2011. Pursuant to applicable Canadian securities legislation and the policies of the TSX Venture Exchange (the “TSX-V”), closing of the Placing is subject to approval of the TSX-V, which the Company expects to obtain following submission of the Placing details and documentation to the TSX-V.

Settlement of the Placing Shares (other than for Placees in Canada) is expected to take place within the CREST system following AIM Admission.

Participation in the Placing will be limited to institutional investors and certain other 'Qualifying Persons' as defined in the Appendix to this Announcement. Members of the general public are not eligible to take part in the Placing and may read it only for informational purposes.

The Appendix to this Announcement contains the detailed terms and conditions of the Placing.

Use of Proceeds

OMI intends to use the proceeds of the Placing as follows:

Use of Proceeds   Amount
Talca Acquisition 1st Payments US$ 4 M
Talca exploration programme US$ 5 – 7 M
Acquisition and exploration in Talca district Up to US$ 4 M
Total US$ 9 – 15 M

Resignation of Nomad

The Company also announces that Matrix Corporate Capital LLP has resigned as Nominated Adviser to the Company and a new Nominated Adviser will be appointed in due course within the next three months.

For further information, please contact:

Orosur Mining Inc
David Fowler, CEO
Ignacio Salazar, CFO + 598 2601 6354; info@orosur.ca

Canaccord Genuity Limited (Sole Bookrunner and Placing Agent)
Mark Williams, +44 (0) 207 050 6758
Ryan Cohen, +44 (0) 207 050 6765
Peter Stewart, +44 (0) 207 050 6561
Bhavesh Patel + 44 (0) 207 050 6751

Matrix Corporate Capital LLP (Nominated Adviser & Broker)
Robin Henshall: +44 (0) 203 206 7172

Blythe Weigh Communications (Public Relations and Investor Relations)
Tim Blythe: +44 (0) 7816 924626
Ana Ribeiro: +44 (0) 7980 321505
Matthew Neal: +44 (0) 7917 800011

Forward-Looking Statements

All statements, other than statements of historical fact, contained or incorporated by reference in this news release, including any information as to the future financial or operating performance of the Company, constitute "forward-looking statements" within the meaning of certain securities laws, including the "safe harbour" provisions of the Securities Act (Ontario) and the United States Private Securities Litigation Reform Act of 1995 and are based on expectations estimates and projections as of the date of this news release. Forward-looking statements include completion of the Talca acquisition, completion of the private placement, use of proceeds, success of exploration programs and development on the Talca property, expected resource estimate on Talca, commencement of, and results of, a scoping study on Talca, environmental permitting being granted for Talca, and first production at Talca. There can be no assurance that such statements will prove to be accurate; such statements are subject to significant risks and uncertainties and other factors, and actual results and future events could differ materially from those anticipated in such statements. These factors include entering into definitive documentation with the vendor of the Talca property, approval of the vendor’s shareholders, the actual results of current exploration and development activities, project delays, funding needs, future price of metals, conclusions of economic evaluations and other inherent risks involved in the exploration and development of mineral properties described in the Company's most recent annual information form under the heading "Risk Factors" which has been filed electronically by means of the Canadian Securities Administrators' website located at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking statements if circumstances or management's estimates or opinions should change unless where required by law.

ENDS

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

About Orosur Mining Inc.

Orosur Mining Inc. is a fully integrated gold producer and exploration company focused on identifying and developing gold projects in Latin America. The Company operates the only producing gold mine in Uruguay (San Gregorio), and has assembled an exploration portfolio of high quality assets in Uruguay and Chile. The Company is quoted in Canada (TSX-Venture Exchange: OMI) and London (AIM: OMI).

General

This announcement, including the Appendix (together the "Announcement"), is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan or any jurisdiction into which the same would be unlawful (a “Restricted Jurisdiction”). This Announcement does not constitute and does not form a part of an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in any Restricted Jurisdiction. The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States, and the securities may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws. Any offering to be made in or into the United States will be made to a limited number of "institutional accredited investors" ("IAIs") within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the US Securities Act who are also "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the US Securities Act pursuant to an exemption from registration under the US Securities Act in a transaction not involving any public offering. The Placing Shares are being offered and sold outside the United States to non-U.S. persons, in accordance with Regulation S under the US Securities Act. There will be no public offer of securities of the Company in connection with the Placing in the United States, the United Kingdom or elsewhere. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Canaccord Genuity, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for the Company and no-one else in relation to the Placing and will not be responsible to any persons other than the Company for providing the protections afforded its clients for providing advice in relation to the Placing or in relation to the contents of this Announcement or any other transaction, arrangement or matter referred to in it.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Canaccord Genuity that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Canaccord Genuity to inform themselves about, and to observe, such restrictions.

The information in this Announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances, and in any Restricted Jurisdiction. Accordingly, copies of this Announcement are not being and must not be mailed or otherwise distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any person from or residing in a Restricted Jurisdiction and any person receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute or send it in or into or from any Restricted Jurisdiction.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement or the Appendix should seek appropriate advice before taking any action.

Prospective purchasers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this announcement you should consult an authorised financial advisor.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange and the TSX-V. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF THE PLACING SHARES.

NOTICE TO US RESIDENTS

THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, TAKEN OR TRANSMITTED IN OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS AND ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE US SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS SUCH PLACING SHARES ARE REGISTERED UNDER THE US SECURITIES ACT OR ARE OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH STATE SECURITIES LAWS. THE PLACING SHARES ARE BEING OFFERED AND SOLD (i) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS PURSUANT TO REGULATION S AND (ii) INSIDE THE UNITED STATES TO IAIs WHO ARE ALSO QIBs.

THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NOTICE TO CANADIAN INVESTORS

THIS ANNOUNCEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PROSPECTUS, AN ADVERTISEMENT OR A PUBLIC OFFERING OF THE PLACING SHARES IN CANADA. NO SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THE ANNOUNCEMENT OR THE MERITS OF THE PLACING SHARES, AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. THE ANNOUNCEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS IT TO BE CONSTRUED AS, AN OFFER TO SELL THE PLACING SHARES DESCRIBED HEREIN OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION WHERE THE OFFER OR SALE OF THESE SECURITIES IS PROHIBITED.

THE COMPANY IS A “REPORTING ISSUER,” AS SUCH TERM IS DEFINED UNDER APPLICABLE CANADIAN SECURITIES REGULATIONS, IN THE PROVINCES OF BRITISH COLUMBIA, ALBERTA, ONTARIO AND QUÉBEC. THE DISTRIBUTION OF THE PLACING SHARES IN CANADA IS BEING MADE ONLY ON A PRIVATE PLACEMENT BASIS EXEMPT FROM THE REQUIREMENT THAT THE COMPANY PREPARE AND FILE A PROSPECTUS WITH THE SECURITIES REGULATORY AUTHORITIES IN EACH PROVINCE WHERE TRADES OF PLACING SHARES ARE MADE.

THE PLACING SHARES ARE BEING OFFERED BY THE COMPANY IN THE PROVINCES OF BRITISH COLUMBIA, ALBERTA AND ONTARIO TO CERTAIN ACCREDITED INVESTORS (AS DEFINED IN NATIONAL INSTRUMENT 45-106 -PROSPECTUS AND REGISTRATION EXEMPTIONS) ONLY, EACH OF WHOM WILL BE REQUIRED TO ENTER INTO A SEPARATE SUBSCRIPTION AGREEMENT WITH THE COMPANY, WHICH WILL INCLUDE CERTAIN ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE CANADIAN INVESTOR, IN RESPECT OF ANY PLACING SHARES SUBSCRIBED FOR BY SUCH CANADIAN INVESTOR. CANADIAN INVESTORS ARE ADVISED THAT THE INFORMATION CONTAINED WITHIN THE ANNOUNCEMENT HAS NOT BEEN PREPARED WITH REGARD TO MATTERS THAT MAY BE OF PARTICULAR CONCERN TO CANADIAN INVESTORS. UNLESS PERMITTED BY APPLICABLE SECURITIES LEGISLATION, THE PLACING SHARES WILL BE SUBJECT TO RESALE RULES IN CANADA AND CANNOT BE SOLD OR TRADED IN CANADA UNTIL THE DATE THAT IS FOURTH MONTHS AND A DAY FROM THE DATE OF DISTRIBUTION. ACCORDINGLY, CANADIAN INVESTORS SHOULD CONSULT WITH THEIR OWN LEGAL AND FINANCIAL ADVISERS CONCERNING THE INFORMATION CONTAINED WITHIN THE ANNOUNCEMENT AND AS TO THE SUITABILITY OF AN INVESTMENT IN THE PLACING SHARES IN THEIR PARTICULAR CIRCUMSTANCES.

Details of the Placing

Canaccord Genuity has entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out in that agreement, Canaccord Genuity has agreed to use reasonable endeavours to procure subscribers for the Placing Shares at a price determined following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"), described in this Announcement and set out in the Placing Agreement.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing common Shares including the right to receive all dividends and other distributions declared in respect of such common Shares after the date of issue of the Placing Shares.

Application for admission to trading

The Company will apply for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will take place and that trading will commence in such shares on or about 16 June 2011. Pursuant to applicable Canadian securities legislation and the policies of the TSX-V, closing of the Placing is subject to approval of the TSX-V, which the Company expects to obtain following submission of the Placing details and documentation to the TSX-V.

Bookbuild

Canaccord Genuity will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing for Placees (other than Placees in Canada). No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Canaccord Genuity and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing:

  1. Canaccord Genuity is acting as sole bookrunner and agent of the Company.
  2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Canaccord Genuity. Canaccord Genuity and their affiliates are each entitled to enter bids in the Bookbuild as principal.
  3. The Bookbuild will establish a single price. The Placing Price and the number of Placing Shares to be issued will be agreed between Canaccord Genuity and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.
  4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at Canaccord Genuity. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by the Company and Canaccord Genuity, or at prices up to a price limit specified in its bid. Bids may be scaled down by Canaccord Genuity on the basis referred to in paragraph 9 below.
  5. The Bookbuild is expected to close no later than 6.30 p.m. (London time) on 9 June 2011 but may be closed earlier or later at the discretion of Canaccord Genuity. Canaccord Genuity may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Canaccord Genuity) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
  6. Each prospective Placee's allocation will be agreed between Canaccord Genuity and the Company and will be confirmed orally by Canaccord Genuity as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Canaccord Genuity and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.
  7. Each prospective Placee's allocation of Placing Shares and commitment will be evidenced by a contract note issued to such Placee by Canaccord Genuity and the terms of this Appendix will be deemed incorporated in that contract note.
  8. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Canaccord Genuity as agent of the Company, to pay Canaccord Genuity (or as it may direct) in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee.
  9. Canaccord Genuity may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Canaccord Genuity may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
  10. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with the consent of Canaccord Genuity will not be capable of variation or revocation after the time at which it is submitted.
  11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
  12. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below.
  13. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
  14. To the fullest extent permitted by law and applicable rules of the FSA, neither Canaccord Genuity nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise), whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the issue and allotment of the Placing Shares to the Placees and Canaccord Genuity shall have no liability to the Placees for any failure by the Company to fulfil its obligations.. In particular, neither of Canaccord Genuity nor any of their affiliates shall have any liability (including to the fullest extent permitted by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Placing as Canaccord Genuity and the Company may agree.

Conditions of the Placing

The obligations of Canaccord Genuity under the Placing Agreement are conditional on, amongst other things:

a. agreement being reached between the Company and Canaccord Genuity on the Placing Price and the number of Placing Shares;

b. Admission taking place by no later than 8.00 a.m. (London time) on or about 16 June 2011 (or such later date as the Company and Canaccord Genuity may otherwise agree being not later than 30 June 2011);

c. conditional approval of the TSX-V for the listing of the Placing Shares; and

d. the Placing Agreement becoming unconditional in all other respects.

If any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Canaccord Genuity, by the respective time or date where specified (or such later time and/or date as the Company and Canaccord Genuity may agree but in any event not later than 30 June 2011), the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Canaccord Genuity may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of Canaccord Genuity, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and / or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Canaccord Genuity.

The Placing Agreement may be terminated by Canaccord Genuity at any time prior to Admission in certain circumstances including, among other things, following a material breach of the warranties given to Canaccord Genuity, the failure by the Company to comply with its obligations under the agreement or the occurrence of certain defined force majeure events.

If the obligations of Canaccord Genuity with respect to the Placing are terminated in the manner contemplated above, the rights and obligations of each Placee, who has been issued a contract note by Canaccord Genuity in respect of the Placing, shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

The rights and obligations of the Placees will terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances.

By participating in the Placing, Placees agree that the exercise by Canaccord Genuity of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise by Canaccord Genuity.

No prospectus

No offering document, prospectus or admission document has been or will be submitted to be approved by the FSA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including the Appendices) released by the Company today and any information previously published by the Company by notification to a Regulatory Information Service, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Bookbuild and, if relevant, the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than any information previously published by the Company by notification to a Regulatory Information Service), representation, warranty, or statement made by or on behalf of the Company or Canaccord Genuity or any other person and none of Canaccord Genuity or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Group in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions and other than Placing Shares in Canada. Canaccord Genuity and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in Canaccord Genuity's opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Canaccord Genuity. The Company will deliver the Placing Shares to CREST accounts operated by Canaccord Genuity as agent for the Company, and Canaccord Genuity will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will take place on or about 16 June 2011 in respect of the Placing Shares, on a delivery versus payment basis.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Canaccord Genuity.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Bookbuild and the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Canaccord Genuity (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares the following:

  1. it has read this Announcement (including this Appendix) in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained in it;
  2. no listing particulars, prospectus, admission document or other offering document has been or will be prepared in connection with the Placing and that it has not received listing particulars, a prospectus, admission document or other offering document in connection with the Placing the Bookbuild or the Placing Shares;
  3. that it is, or at the time the Placing Shares are acquired that it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not a resident of Australia, Canada, Japan, the United States, South Africa or the Republic of Ireland;
  4. that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan, the United States, South Africa or the Republic of Ireland and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;
  5. that the Common Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access (i) such Exchange Information and (ii) such information or comparable information concerning any other publicly traded company, in each case without undue difficulty;
  6. that neither of Canaccord Genuity nor the Company nor any of their respective affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Group or any other person other than this Announcement; nor has it requested any of Canaccord Genuity or the Company, nor any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
  7. that the content of this Announcement is exclusively the responsibility of the Company and that neither Canaccord Genuity nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by either the Canaccord Genuity or the Company and neither the Canaccord Genuity or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Group in deciding to participate in the Placing;
  8. it has not relied on any information relating to the Company contained in any documents prepared by Canaccord Genuity any of its affiliates or any person acting on behalf of Canaccord Genuity or its affiliates and understands that neither Canaccord Genuity, nor any of its affiliates nor any person acting on behalf of Canaccord Genuity or its affiliates: (a) has, or shall have, any liability for public or filed information or any representation; (b) has, or shall have, any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of the announcement or otherwise; or (c) makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of the announcement or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
  9. that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);
  10. that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Canaccord Genuity such evidence, if any, as to the identity or location or legal status of any person which Canaccord Genuity may request from it in connection with the Placing (for the purpose of complying with such regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Canaccord Genuity on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, Canaccord Genuity may decide at its sole discretion;
  11. that it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or Canaccord Genuity for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (iv) such person is either (1) a "qualified investor" as referred to at section 86(7) of FSMA or (2) a "client" (as defined in section 86(2) of FSMA) of its that has engaged it to act as such client's agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on such client's behalf without reference to such client;
  12. that, if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC (the "Prospectus Directive") (including any relevant implementing measure in any member state), the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to “qualified investors” (as defined in Article 2.1(e) of the Prospectus Directive), or in circumstances in which the prior consent of Canaccord Genuity has been given to the proposed offer or resale;
  13. that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");
  14. that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);
  15. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
  16. that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
  17. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
  18. it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
  19. that (i) it and any person acting on its behalf is a person falling within Article 19(5) and / or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or is a person to whom this Announcement may otherwise be lawfully communicated in connection with the Placing and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and (ii) any offer of Placing Shares may only be directed at persons to the extent in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and represents and agrees that it is such a qualified investor;
  20. that it is entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it, and that its subscription/purchase of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
  21. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Canaccord Genuity may in its discretion determine and without liability to such Placee;
  22. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  23. that neither Canaccord Genuity, nor any of their respective affiliates, nor any person acting on behalf of either of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Canaccord Genuity and that Canaccord Genuity does not have any duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  24. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Canaccord Genuity nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Canaccord Genuity in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock accounts of Canaccord Genuity who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
  25. that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Canaccord Genuity in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
  26. that the Company and Canaccord Genuity will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises the Company and Canaccord Genuity to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
  27. that it will indemnify (on an after tax basis) and hold the Company and Canaccord Genuity and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
  28. that it will acquire any Placing Shares purchased by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
  29. that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Canaccord Genuity's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as Canaccord Genuity. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor Canaccord Genuity shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Canaccord Genuity accordingly;
  30. that no action has been or will be taken by any of the Company, Canaccord Genuity or any person acting on behalf of the Company or Canaccord Genuity that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
  31. that, in making any decision to purchase the Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and the Group taken as a whole, and the terms of the Placing, including the merits and risks involved;. that (A) an investment in the Company involves a high degree of risk and should not be made unless the Placee is prepared to, and can afford to, lose its entire investment; and (B) the Company makes no representation or warranty that the Placee will receive a return of its investment in the Company;
  32. that it has (i) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (ii) had access to review publicly available information concerning the Company group that it considers necessary or appropriate and sufficient in making an investment decision; (iii) reviewed such information as it believes is necessary or appropriate in connection with its subscription or purchase of the Placing Shares; and (iv) made its investment decision based upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Canaccord Genuity;
  33. that it may not rely on any investigation that Canaccord Genuity or any person acting on its behalf may or may not have conducted with respect to the Company, its Group, or the Placing and Canaccord Genuity have not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company, its Group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to purchase the Placing Shares. It acknowledges and agrees that no information has been prepared by Canaccord Genuity or the Company for the purposes of this Placing other than this Announcement;
  34. that accordingly it will not hold Canaccord Genuity or, any of its respective associates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group's or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Group (the "Information") and that neither Canaccord Genuity, or any person acting on behalf of Canaccord Genuity, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
  35. that in connection with the Placing, Canaccord Genuity and any of its respective affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Canaccord Genuity and any relevant affiliate acting in such capacity. Canaccord Genuity does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so;
  36. that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has fully observed all such laws and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and it has had access to such financial and other information concerning the Company, the Group and the Placing Shares as it deems necessary in connection with its decision to purchase the Placing Shares;
  37. where it is acquiring Placing Shares for one or more managed accounts, that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; and (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part;
  38. that it is responsible for obtaining any legal and tax advice that it deems necessary for the execution, delivery and performance of its obligations in applying for Placing Shares, and that it is not relying on the Company to provide any legal or tax advice to it;
  39. that the Placing Shares are subject to certain resale restrictions in Canada pursuant to National Instrument 45-102 - Resale of Securities (“NI 45-102”) and if issued in certificated form will bear a legend substantially to the following effect, until the expiration of the applicable holding period with respect to the Placing Shares set forth in Section 2.5(3) of NI 45-102:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF DISTRIBUTION”

And, if applicable, will bear a legend under section 5.3(a) of Policy 3.2 of the TSX-V Corporate Finance Manual:

““WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADE ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL THE DATE THE IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE.”

40. that the Placee is aware that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and that the Placee will not offer, sell, pledge or transfer any Placing Shares, except in accordance with the US Securities Act and any applicable laws of any state of the United States and any other jurisdiction;

41. that it (a) is outside the United States and it is not a U.S. Person purchasing the Placing Shares in an offshore transaction meeting the requirements of Regulation S and such purchase is not a result of any directed selling efforts within the meaning of Rule 902(c) of Regulation S [or (b) (1) it is in the United States and is a QIB who is also an IAI who is purchasing the Placing Shares for its own account, or for the account of one or more persons who are QIBs and are also an IAI, (2) is aware, and each beneficial owner of such Placing Shares has been advised, that the sale of such Placing Shares to it is being made in reliance on an exemption from the registration requirements of the US Securities Act, (3) is purchasing the Placing Shares for its own account or for the account of one or more other investors who are QIBs and are also an IAI for which it is acting as a duly authorised fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof within the meaning of the US Securities Act and the Placee has no plans to enter into any contract, undertaking, agreement or arrangement for any such purpose and (4) has not purchased the Placing Shares as a result of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) under the US Securities Act), including advertisements, articles, research reports, notices or other communications published in any newspaper, magazine, on a website or in or on any similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

42. that it is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; unless it can give the representations in paragraph 39(b) above, it is outside the United States; has not purchased the Placing Shares as a result of any directed selling efforts within the meaning of Rule 902(c) of Regulation S; and its purchase of the Placing Shares will be in compliance with the requirements of Regulation S, including, without limitation, that the offer and sale of the Placing Shares to it will be made in an "offshore transaction" as such term is defined in Regulation S;

43. that the Placing Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the US Securities Act and that the Placing Shares have not been and will not be registered under the US Securities Act or the securities laws of any State in the United States and further acknowledges that the Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any other Federal or state regulatory agency, nor has any such agency passed on the merits of an investment in the Company;

44. that no representation has been, is being or will be made by the Company as to the availability of an exemption from the registration for the reoffer, resale, pledge or transfer of the Placing Shares in accordance the US Securities Act;

45. that for so long as any of the Placing Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act, it shall not resell or otherwise transfer any of the Placing Shares except (i) to the Company or any of its affiliates; (ii) outside the United States of America pursuant to Rule 903 or Rule 904 of Regulation S; (iii) inside the United States to any person whom the Placee and any person acting on its behalf reasonably believes is a QIB who is also an IAI subscribing for its own account or for the account of a QIB each of whom is also an IAI in a transaction exempt from the registration requirements of the US Securities Act, (iv) pursuant to Rule 144 under the US Securities Act (if available), or (v) pursuant to an effective registration under the US Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. The Placee also agrees that for so long as the Placing Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act, it will not deposit such shares in any unrestricted depositary facility established or maintained by a depositary bank. The Placee also understands that no representation can be made as to the availability of the exemption provided by Rule 144 for resales of interests in the Placing Shares. Further, the Placee agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

46. that its Placing Shares, if issued in certificated form, will bear a legend substantially to the following effect, until the expiration of the applicable holding period with respect to the Placing Shares set forth in Rule 144 under the US Securities Act:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREBY, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF OROSUR MINING INC. THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO OROSUR MINING INC. AND ITS AFFILIATES; (B) OUTSIDE THE UNITED STATES TO NON U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT AND APPLICABLE FOREIGN LAWS; (C) INSIDE THE UNITED STATES TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE US SECURITIES ACT (A “QIB”) WHO IS ALSO AN INSTITUTIONAL ACCREDITED INVESTOR DEFINED IN RULE 501(A)(1), (2), (3) AND (7) UNDER THE US SECURITIES ACT (AN “IAI”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBS EACH OF WHOM IS ALSO AN IAI WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT; (D) PURSUANT TO RULE 144 UNDER THE US SECURITIES ACT (IF APPLICABLE); OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT COVERS RESALES OF SECURITIES. THE HOLDER FURTHER AGREES THAT THE COMMON SHARES ARE ‘‘RESTRICTED SECURITIES’’ WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE US SECURITIES ACT AND THAT IT WILL NOT DEPOSIT SUCH SECURITIES INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES OF OROSUR MINING INC. ESTABLISHED OR MAINTAINED BY A DEPOSITARY PLACING AGENT;

47. that in the United States (i) there are substantial restrictions on the transferability of the Placing Shares, and that it must bear the economic risk of an investment in the Placing Shares for an indefinite period of time because the Placing Shares cannot be sold, transferred, assigned, hypothecated, pledged, or otherwise disposed of except as provided below; (ii) the Placing Shares to be acquired by the Placee may not be sold, transferred, or otherwise disposed of unless the Placing Shares are registered pursuant to the US Securities Act, or an exemption from registration under the US Securities Act is available, and that in the absence of either an effective registration statement covering such Placing Shares or an available exemption from registration under the US Securities Act, the Placing Shares must be held indefinitely; (iii) the Company has no present intention of registering the Placing Shares to be acquired by the Placee; and (iv) there is no assurance that any exemption from registration under the US Securities Act will be available and, even if available, such exemption may not allow the Placee to transfer all or any portion of the Placing Shares to be acquired by it in the circumstances, in the amounts or at the times the Placee might propose;

48. that:

I. until 40 days after the commencement of the Placing, an offer or sale of the Placing Shares into or within the United States by a dealer, whether or not such dealer is participating in this offering, may violate the registration and prospectus delivery requirements of the US Securities Act if such offer or sale is not made in accordance with an exemption from the registration requirements of the US Securities Act;

II. it has not, its affiliates (as defined in Rule 405 under the US Securities Act) have not, and any persons acting on its or their behalf have not engaged and will not engage in any directed selling efforts (as defined in Regulation S) with respect to the Placing Shares; and

III. it has not, and its affiliates (as defined in Rule 501(b) under the US Securities Act) have not, and any person acting on its or their behalf have not engaged and will not engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the US Securities Act), including advertisements, articles, research reports, notices or other communications published in any newspaper, magazine, on a website or in or on any similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising in connection with any offer or sale of the Placing Shares.

49. that it has had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Placing, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Placee;

50. to furnish any information requested to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Placing Shares;

51. that the Placee has not used any person as a “Purchaser Representative” within the meaning of Regulation D under the US Securities Act to represent it in determining whether it should purchase the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Canaccord Genuity, any money held in an account with Canaccord Genuity on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Canaccord Genuity's money in accordance with the client money rules and will be used by Canaccord Genuity in the course of their own business; and the Placee will rank only as a general creditor of Canaccord Genuity.

All times and dates in this Announcement may be subject to amendment. Canaccord Genuity shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

DEFINITIONS

Terms not otherwise defined below have the same meanings given to them elsewhere in this Announcement:

“Acquisition Agreement” means the agreement dated 9 June 2011 between Fortune Valley Chile S.A. and the Vendors to acquire the Talca assets;

"Admission" means admission of the Placing Shares to AIM;

"AIM" means the AIM market of the London Stock Exchange;

"Board" means the board of directors of the Company;

"Bookrunner" means Canaccord Genuity;

"Canaccord Genuity" means Canaccord Genuity Limited;

“Common Shares” means the common shares in the capital of the Company;

"Company" means Orosur Mining Inc;

"Directors" means the directors of the Company;

"Group" means the Company and its subsidiary undertakings;

"London Stock Exchange" means London Stock Exchange plc;

"Placees" means investors with whom Placing Shares are placed;

"Placing" means the placing of the Placing Shares described in this Announcement;

"Placing Agreement" means the agreement dated 9 June 2011 entered into by the Company, the executive directors of the Company and Canaccord Genuity in connection with the "Placing" means the placing of the Placing Shares described in this Announcement;

"Placing Price" means the price at which the Placing Shares are to be issued pursuant to the Placing;

"Placing Shares" means the new Common Shares to be issued pursuant to the "Placing" means the placing of the Placing Shares described in this Announcement;

"Regulatory Information Service" has the meaning attributed thereto in the AIM Rules for Companies issued by the London Stock Exchange

"United States" or "US" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and

"£" means the lawful currency of the United Kingdom.

Companies

Orosur Mining Inc (OMI)
UK 100
FTSE quotes by TradingView

Latest directors dealings

All directors dealings today