Share Placing

Orosur Mining Inc

15 February 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933 (AS AMENDED)) OR INTO THE UNITED STATES, AUSTRALIA,  JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.

Orosur Mining Inc - Share Placing

London, 15^th February 2024. Orosur Mining Inc. ("Orosur" or the "Company") (TSX-V/AIM:OMI), announces that it has raised the sum of £500,000 (before expenses) through a placing of 16,949,152 new common shares of no par value ("Placing Shares" or "New Common Shares") at a price of 2.95 pence per Placing Share ("Placing Price"), together with a grant of one unlisted warrant to purchase one additional common share exercisable at US$0.0558 (approximately 4.425p) ("Investor Warrant") for every Placing Share subscribed for (together the "Placing"). Completion of the Placing is subject, amongst other things, to admission of the New Common Shares to trading on AIM ("Admission").

The Company held cash of US$1.72m (approximately £1.36m) as at 26 January 2024, but wished to raise capital to undertake specific exploration activities. Accordingly, the net proceeds of the Placing will be used to progress the Company's exploration projects whilst negotiations are concluded with the Company's partners in Colombia. Each project is at a stage where lower sums of capital can be applied to achieve results in a shorter timeframe. The board of directors of the Company believes that the projects have considerable potential. The Company has conducted this Placing to fund these exploration activities so that value can be added relatively quickly. This new capital will be deployed as soon as possible and we anticipate that results will be announced over the coming weeks and months.

Details of the Placing

The Placing Price represents a discount of approximately 24 per cent. to the closing mid-market price of the common shares on 14^th February 2024, being the last trading day prior to the release of this announcement of the Placing.

The Placing Shares will, when issued, represent approximately 8.99 per cent of the existing common shares and will represent approximately 8.25 per cent. of the enlarged share capital of the Company.

The Placing was undertaken by Turner Pope Investments (TPI) Ltd ("Turner Pope" or "TPI"), the Company's Joint Broker.

Placing Agreement, Admission and Total Voting Rights

The Company and Turner Pope have entered into a placing agreement ("Placing Agreement") pursuant to which Turner Pope agreed to use its reasonable endeavours to procure placees pursuant to the Placing. The Placing Agreement contains certain warranties and indemnities given by the Company in favour of Turner Pope. It also contains provisions entitling Turner Pope to terminate the Placing Agreement prior to Admission if, among other things, a breach of any of the warranties occurs.

Completion of the Placing is subject, amongst other things, to the 16,949,152 New Common Shares being admitted to trading on AIM and is also conditional upon the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms. Application will be made for Admission. It is expected that Admission will become effective at 8.00am (GMT) on or around 21^st February 2024.

Following the issue of the 16,949,152 New Common Shares, which on Admission will rank pari passu with the existing common shares, the total number of common shares in issue with voting rights in the Company will be 205,509,452.

The above figure of 205,509,452 common shares may therefore be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The Placing is subject to approval of the TSX-V.

Principal Terms of the Investor Warrants

The Investor Warrants are constituted pursuant to a Warrant Indenture by way of deed poll to be executed by the Company.

The principal terms of the Investor Warrants are as follows:

a) a holder of Investor Warrants will have the right at any time prior to 21^st February 2026 upon written notice to subscribe for new common shares of no par value on the basis of one new common share for each Investor Warrant held, exercisable at US$0.0558 (approximately 4.425p) per new common share, being a premium of 50% to the Placing Price (based on US$1.2612/£1.00 conversion rate).;

b) the Investor Warrants will not be listed or admitted to trading on any exchange, including without limitation AIM or TSX-V; and

c) the subscription rights under the Investor Warrants will be subject to adjustment in the event of various corporate actions affecting the share capital of the Company.

Broker Warrants

In connection with the Placing, TPI will be issued with 1,694,915 broker warrants ("Broker Warrants"), the principal terms of which are as follows:

a) TPI will have the right at any time prior to 21^st February 2029, upon written notice, to subscribe for new common shares on the basis of one new common share for each Broker Warrant held, exercisable at US$0.0372 (approximately 2.95p) per new common share being a price equal to the Placing Price (based on US$1.2612/£1.00 conversion rate);

b) the Broker Warrants will not be listed or admitted to trading on any exchange, including without limitation AIM or TSX-V; and

c) the subscription rights under the Broker Warrants will be subject to adjustment in the event of various corporate actions affecting the share capital of the Company.

Orosur CEO Brad George commented:

"We are pleased with the positive response to our Placing. Whilst we continue negotiations on the Anza project, which remains the core asset, we will be deploying funds on our exploration projects where we expect relatively early results and news-flow over the coming weeks and months".

For further information, visit www.orosur.ca, follow on X @orosurm or please contact:

Orosur Mining Inc

Louis Castro, Chairman,

Brad George, CEO

[e-mail]

Tel: [phone]

SP Angel Corporate Finance LLP - Nomad & Broker

Jeff Keating / Caroline Rowe / Kasia Brzozowska

Tel: [phone]

Turner Pope Investments (TPI) Ltd - Joint Broker

Andy Thacker/James Pope

Tel: [phone]

Flagstaff Communications

Tim Thompson

Mark Edwards

Fergus Mellon

[e-mail]              Tel: [phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

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

About Orosur Mining Inc.

Orosur Mining Inc. (TSXV: OMI; AIM: OMI) is a minerals explorer and developer currently operating in Colombia, Argentina, Nigeria and Brazil,

Forward Looking Statements

All statements, other than statements of historical fact, contained in this news release constitute "forward looking statements" within the meaning of applicable securities laws, including but not limited to the "safe harbour" provisions of 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 and information include, without limitation, the closing of the Placing, the use of net proceeds of the Placing, the progression of the Company's exploration plans in Colombia and the ability of the Company to conclude negotiations with the Company's partners in Colombia, as well as continuation of the business of the Company as a going concern and other events or conditions that may occur in the future. The Company's continuance as a going concern is dependent upon its ability to obtain adequate financing. These material uncertainties may cast significant doubt upon the Company's ability to realize its assets and discharge its liabilities in the normal course of business and accordingly the appropriateness of the use of accounting principles applicable to a going concern. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such forward-looking statements. Such statements are subject to significant risks and uncertainties including, but not limited, those as described in the most recent MD&A's of the Company. 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.

 

END