Orosur and Waymar Complete Plan of Arrangement and Announce Director Additions
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Orosur and Waymar Complete Plan of Arrangement and Announce Director Additions
Orosur Mining Inc.
Orosur Mining Inc. (“Orosur” or the “Company” TSX:OMI, AIM:OMI) and Waymar Resources Ltd. (“Waymar”, TSXV:WYM) are pleased to announce the completion of the previously announced acquisition of Waymar by Orosur by way of a court approved plan of arrangement (the “Acquisition”).
Under the terms of the Acquisition, Orosur issued 18,466,938 common shares (“Orosur Shares”) to be exchanged for 49,245,170 common shares of Waymar (“Waymar Shares”), in accordance with Waymar’s management information circular dated May 29, 2014, which provided that shareholders of Waymar would exchange each outstanding Waymar Share for 0.375 of an Orosur Share. As of July 9, 2014, this was equivalent to C$0.116 per Waymar Share, based on the trading price of Orosur Shares of C$0.31 per Orosur Share.
In addition, in connection with the Acquisition, Orosur’s wholly owned subsidiary, 1001545 B.C. Ltd., amalgamated with Waymar (the “Amalgamation”). In connection with the Amalgamation, 49,245,170 Waymar Shares were cancelled and 2 shares (representing all of the issued and outstanding shares) of the amalgamated entity also called Waymar Resources Ltd. were issued to Orosur.
Pursuant to the terms of the Acquisition, 1,012,500 Orosur Shares may become issuable to holders of Waymar options and warrants. Orosur intends to make an application to have Waymar cease to be a reporting issuer in all of the applicable provinces of Canada. The Waymar Shares will be delisted from the TSX Venture Exchange at the close of business on Thursday, July 10, 2014.
Prior to the Acquisition, the total number of Orosur Shares was 78,168,143, with options outstanding of 3,183,835. As a result of the Acquisition, Orosur issued 18,466,938 Orosur Shares to be exchanged for all of the outstanding Waymar Shares. The total number of Orosur Shares currently issued is 96,635,081 with options and warrants outstanding of 4,196,335.
The Acquisition creates a premier South American gold exploration, development and production company with a producing mine and exploration assets in Uruguay and exploration and development projects in established mining jurisdictions in Chile and Colombia.
Changes to the Board
In connection with the Acquisition, Orosur is pleased to welcome Mr. Horng Dih (“H.D.”) Lee as a non-executive director to the board of Orosur and Mr. Pablo Marcet as a senior executive and director to the board.
Pablo Marcet
Mr. Marcet has over 20 years of experience in mining, exploration and project development. He participated in the start-up of the giant Escondida copper mine in Chile and held various managerial positions for BHP Billiton in East Africa and in South America. From 2003 to 2007 he was president of Northern Orion Resources Inc.'s Minera Agua Rica. Northern Orion was sold to Yamana Gold in 2007 for a fully diluted amount of $1.6 billion. Mr. Marcet holds a Masters degree in economic geology from Harvard and an MBA from the University of Phoenix.
H.D. Lee
Mr. Lee is currently the Chief Financial Officer and Corporate Secretary of Eastern Platinum Ltd. (TSX:ELR). Mr. Lee obtained his Chartered Accountant designation with Deloitte & Touche and holds an MBA from the University of British Columbia. He has more than 25 years of experience in finance, accounting, treasury and administration in public mining companies. Prior to joining Eastern Platinum, he held senior financial positions with formerly listed TSX companies Northern Orion Resources Inc., Ivanhoe Mines Ltd. and Diamond Fields Resources Inc.
Ignacio Salazar, CEO of Orosur, commented, “We are delighted that the Waymar acquisition has completed according to schedule. The acquisition will add the attractive high grade Anzá project to our growing portfolio and, set alongside our San Gregorio producing mine and Pantanillo and Anillo exploration projects, represents a significant step towards the creation of a diversified and profitable gold producer in South America. Orosur’s track record of successful mine development coupled with its funding capacity will de-risk the exploration and development of the Anzá and is intended to maximise the value of the project for both Orosur and Waymar shareholders.
As a result of the acquisition, we welcome Pablo Marcet and H.D. Lee to the Company and the Board of Orosur. They bring with them a wealth of expertise and experience in not only bringing exploration assets into production, but also scaling up operations.
We remain committed to unlocking and enhancing shareholder value, not only by delivering on our current assets but by also integrating complementary assets into our portfolio.”
For more information regarding the Acquisition and the Anzá project, please see an updated corporate presentation available at www.orosur.ca.
Appendix
Information provided in accordance with paragraph (g) of Schedule 2 to the AIM rules:
Mr. Pablo Marcet, aged 51
Names of all companies and partnerships of which the director has been a director or partner at any time in the previous five years, indicating whether or not the director is still a director or partner:
| Current Appointments | Former Appointments | ||||
| U308 Corp. | None in previous five years | ||||
| Waymar Resources Ltd. | |||||
| Geo Logic SA | |||||
| Rayoso SA |
Following completion of the Acquisition and Admission, Mr. Marcet will be interested in 412,500 common shares in the Company, representing 0.43 per cent. of the issued share capital. In addition Mr. Marcet holds 271,875 options over the Company’s common shares, which are exercisable at C$0.267.
Mr. Horng Dih. Lee, aged 53
Names of all companies and partnerships of which the director has been a director or partner at any time in the previous five years, indicating whether or not the director is still a director or partner:
| Current Appointments | Former Appointments | ||||
| Eastern Platinum Limited | None in previous five years | ||||
| Waymar Resources Ltd. | |||||
| Jazz Financial Ltd. |
Following completion of the Acquisition and Admission, Mr. Lee will be interested in 7,500 common shares in the Company, representing 0.01 per cent. of the issued share capital. In addition Mr. Lee holds 165,000 options over the Company’s common shares, which are exercisable at C$0.267.
About Orosur Mining Inc.
Orosur is a fully integrated gold production, exploration and development company focused on identifying and developing gold projects in South America. Orosur operates the San Gregorio Mine, the only producing gold mine in Uruguay, and has an exploration portfolio of high quality assets in Uruguay, Colombia and Chile, including the Pantanillo project in the Maricunga Mining district of Chile with over 1 million ounces of gold in measured and indicated resources.
A copy of the early warning report will appear with Orosur's documents on the SEDAR website at www.sedar.com. A copy of the early warning report may also be obtained by contacting Marcos Moreno, Orosur’s corporate secretary at (416) 848-7744.
Orosur Mining Inc.
Ignacio Salazar, + 562 2924 6800
Chief
Executive Officer
info@orosur.ca
or
Cantor
Fitzgerald Europe
Stewart Dickson / Jeremy Stephenson / Carrie
Lun
+44 (0) 20 7894 7000
or
FTI Consulting
Ben
Brewerton / Oliver Winters / Sara Powell
+44 (0) 20 3727 1000
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