Placing of US$13.5 million

RNS Number : 2221I

Orosur Mining Inc

10 June 2011

 

 

 

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY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

 

Placing of US$13.5 million

Orosur Mining Inc. ("OMI" or "the Company") (TSX-V: OMI) (AIM: OMI), the South American-focused gold producer and explorer, announces the successful completion of the placing (the "Placing") announced yesterday. A total of 12,501,100 new common shares (the "Placing Shares") have been placed by Canaccord Genuity Limited ("Canaccord Genuity") acting as sole manager and sole bookrunner, at a price of 66.0 pence per common share (a discount of 9.0 per cent. from the closing price on 9 June 2011), raising gross proceeds of US$13.5 million (£8.3 million).

Mario Caron, David Fowler, William Lindqvist, Julio Porteiro, Roger Davey, Ralph Browning and Ignacio Salazar, all of whom are Directors of the Company, have agreed to subscribe for common shares at the Placing Price, and their disclosable interests are as set out below:

Director	New common shares subscribed	Shareholding immediately following Admission	Percentage of enlarged issued share capital
Mario Caron	28,000	78,000	0.10%
David Fowler	106,500	239,951	0.31%
William Lindqvist	28,000	58,000	0.07%
Julio Porteiro	37,000	77,000	0.10%
Roger Davey	23,500	23,500	0.03%
Ralph Browning	65,000	65,000	0.08%
Ignacio Salazar	93,000	173,000	0.22%

In connection with the Placing, Canaccord Genuity will receive a 5 per cent. cash commission on all proceeds received as well as that number of broker warrants equal to 4.5 per cent. of the number of Placing Shares, each of which entitles Canaccord Genuity to purchase common shares at 66.0 pence each until the date that is 18 months from the date the Placing Shares are admitted to AIM.

In connection with the Acquisition, the Company shall allot 231,321 new common shares (the "Consideration Shares") for issuance, as consideration for the introduction of Talca to the Company. 

The Placing Shares and Consideration Shares (collectively referred to as the "Placing and Consideration Shares") will be issued credited as fully paid and will rank pari passu with the existing common shares of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing and Consideration Shares. The Company will apply for the Placing and Consideration Shares to be admitted to trading on AIM and for the Placing and the placement of the Consideration Shares to be approved by the TSX-V. It is expected that admission to AIM of the Placing and Consideration Shares and TSX-V approval of the Placing and the placement of the Consideration Shares will take place, and that trading will commence, on or around 16 June 2011. The Placing and Consideration Shares will be subject to a hold period in Canada of four months and a day from the date of issue, in accordance with applicable Canadian securities laws. 

Following the issuance of the Placing and Consideration Shares, the total number of issued common shares in Orosur to which voting rights are attached on the basis of one vote per common share held will be 77,740,988.  Subject to the admission to AIM of the Placing and Consideration Shares and approval of the Placing and the placement of the Consideration Shares by the TSX-V, the above total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the FSA's Disclosure and Transparency Rules and applicable Canadian securities laws.

Definitions in the Company's announcement of 5:03 p.m. on 9 June 2011 shall have the same meaning in this announcement unless the context otherwise requires.

Commenting on the successful placing, David Fowler, CEO said:

"We're delighted that we have raised the necessary funds for the acquisition and exploration programme at Talca, a project which we feel has great potential. I would also like to take this opportunity to thank our shareholders for their continued support and look forward to updating them on our progress."

For further information, please contact:

Orosur Mining Inc

David Fowler, CEO

Ignacio Salazar, CFO  + 598 2601 6354;[e-mail] 

Canaccord Genuity Limited (Sole Bookrunner and Placing Agent)

Mark Williams, [phone]

Ryan Cohen, [phone]

Peter Stewart, [phone]

Bhavesh Patel + 44 (0) 207 050 6751

Matrix Corporate Capital LLP (Nominated Adviser & Broker)

Robin Henshall: [phone]

Blythe Weigh Communications (Public Relations and Investor Relations)

Tim Blythe: [phone]

Ana Ribeiro: [phone]

Matthew Neal: [phone]

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 and completion of the private placement.  There can be no assurance that such statements will prove to be accurate; such statements are subject to significant risks and uncertainties, and actual results and future events could differ materially from those anticipated in such statements. These factors include the 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 intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events and such forward-looking statements, except to the extent required by applicable law.

ENDS

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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 (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 in the United Kingdom by the Financial Services Authority, 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.

 

END

 

 

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