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, 30
September 2024. Orosur Mining Inc. ("Orosur" or the
"Company") (TSX-V/AIM:OMI), announces that it
has raised the sum of £835,000 (before expenses) through a placing
of 30,035,971 new common shares of no par value ("Placing Shares"
or "New Common Shares") at a price of 2.78 pence per Placing Share
("Placing Price"), together with a grant of one unlisted warrant to
purchase one additional common share exercisable at US$0.0494
(approximately 3.697p) ("Investor Warrant") for every two Placing
Shares 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$500,000
(approximately £370,000) as at 27 September 2024, and the
additional funds will be used largely to progress the
Company's Anzá exploration project in Colombia. Work at Anzá
will include drilling at the Pepas prospect and the engagement of
external consultants to examine results from 38,000m of drilling at
the APTA prospect to determine if a Mineral Resource Estimate may
be developed.
Details of the
Placing
The Placing Price represents a discount of
approximately 15 per cent. to the closing mid-market price of the
common shares on 27 September 2024, being the last trading day
prior to the release of this announcement of the
Placing.
The Placing Shares will, when issued, represent
approximately 14.6 per cent of the existing common shares and will
represent approximately 12.7 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 30,035,971 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 4 October 2024.
Following the issue of the 30,035,971 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 235,620,423.
The above figure of 235,620,423 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. The Placing Price of 2.78 pence translates to 5.0 Canadian
cents at the exchange rate of GBP1=CAD$1.8. No finder's fees have
been paid as part of the placing.
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 4 October 2026
upon written notice to subscribe for new common shares on the basis
of one new common share for every Investor Warrant held, at
US$0.0494 (approximately 3.697p) per new common
share, being a premium of 33% to the Placing Price (based on
US$1.3362/£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 3,003,597 broker warrants ("Broker Warrants"), the
principal terms of which are as follows:
a) TPI will have the right at any time prior
to 4 October 2029, upon written notice,
to subscribe for new common shares on the basis of one new common
share for each Broker Warrant held, at US$0.03715
(approximately 2.78p) per new common share;
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 at what is an exciting time for Orosur and indeed the
gold market in general. The funds will be used to progress our Anzá
Project, in particular a drilling program at Pepas and the
engagement of external consultants to examine the potential of
calculating a Mineral Resource Estimate at APTA. Our work programs
are ready to go and we anticipate accelerated news flow going
forward".
For
further information, visit www.orosur.ca, follow on X @orosurm or
please contact:
Orosur Mining Inc
Louis Castro, Chairman,
Brad George, CEO
info@orosur.ca
Tel: +1 (778) 373-0100
SP
Angel Corporate Finance LLP - Nomad & Broker
Jeff Keating / Caroline
Rowe
Tel: +44 (0) 20 3 470
0470
Turner Pope Investments (TPI) Ltd - Joint
Broker
Andy Thacker/James Pope
Tel: +44 (0)20 3657 0050
Flagstaff Communications
Tim Thompson
Mark Edwards
Fergus Mellon
orosur@flagstaffcomms.com
Tel: +44 (0)207 129 1474
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 and Nigeria.
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 include,
without limitation, completion of the Acquisition, approval of the
TSXV of the acquisition, Orosur becoming operator of the Anzá
Project, the expected focus on the Pepas prospect, the exploration
plans in Colombia and the funding of those plans, and other events
or conditions that may occur in the future. 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 to, obtaining conditional approval of the TSXV and meeting
other conditions to closing the Acquisition, timing of closing of
the Acquisition and those as described in Section "Risks Factors"
of the Company's MD&A for the year ended May 31, 2023. 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. The Company's
continuance as a going concern is dependent upon its ability to
obtain adequate financing, and to reach a satisfactory closure of
the Creditor´s Agreement in Uruguay. 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