NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
LONDON, UK / ACCESS Newswire / March 27, 2025 / Orosur Mining Inc. ("Orosur" or the "Company") (TSX-V:OMI)(AIM:OMI) is pleased to announce the closing of its previously announced "best efforts" private placement offering (the "Offering") for aggregate gross proceeds of C$6,000,000, which includes the full exercise of the agent's option for gross proceeds of C$1,000.000. Under the Offering, the Company sold an aggregate of 35,294,117 units of the Company (the "Units") at a price of C$0.17 per Unit.
Each Unit consists of one common share of the Company (each, a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.25 at any time on or before March 27, 2027.
Red Cloud Securities Inc. (the "Agent") acted as sole agent and bookrunner in connection with the Offering. In consideration for their services, the Agent received a cash commission of C$313,860 and 1,846,235 broker warrants (the "Broker Warrants"). Each Broker Warrant shall be exercisable for one common share of the Company at a price of C$0.17 per common share at any time on or before March 27, 2027. Additionally, as consideration for financial advisory services in connection with the Offering, the Company paid the Agent an advisory fee of $8,070.00 and issued 47,470 advisory warrants (the "Advisory Warrants") to the Agent. Each Advisory Warrant is exercisable into one common share on the same terms as the Broker Warrants. The common shares issuable pursuant to the Broker Warrants and the Advisory Warrants are subject to a hold period in Canada ending on July 28, 2025.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), 29,411,764 Units (the "LIFE Units") were sold to purchasers in the provinces of British Columbia Manitoba, Ontario and Saskatchewan (the "Canadian Selling Jurisdictions") pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The Unit Shares and Warrant Shares underlying the LIFE Units will be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
5,882,353 Units were sold to purchasers outside of Canada, including to purchasers resident in the United States pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
Due to the high level of investor demand, the directors were unable to participate in the Offering as previously anticipated.
The Company intends to use the net proceeds of the Offering principally to advance the Company's Anzá exploration project in Colombia as well as for general working capital and corporate purposes.
The securities offered have not been, nor will they be, registered under the United States Securities Act, of 1933 (the "U.S. Securities Act") as amended, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.
Application has been made for the 35,294,117 common shares, which rank parri passu with the existing common shares in issue, to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings will occur at 8:00am UK time on or around 31 March 2025.
Following the closing of the Offering and for the purposes of the Disclosure Guidance and Transparency Rules, the Company will have 312,439,904 Common Shares in issue. This figure includes an additional 2,055,932 new common shares of no par value each issued following an exercise of 2,055,932 warrants from its block listing announced January 8th 2025. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the issued share capital of the Company.
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 & Joint Broker
Jeff Keating / Jen Clarke / Devik Mehta
Tel: +44 (0) 20 3470 0470
Turner Pope Investments (TPI) Ltd - Joint Broker
Andy Thacker/James Pope
Tel: +44 (0)20 3657 0050
Flagstaff Communications and Investor 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-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) 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.
About the Anzá Project
Anzá is a gold exploration project ("Anzá Project"), comprising three exploration licences, four exploration licence applications, and a small exploitation permit, totalling 176km2 in the prolific Mid-Cauca belt of Colombia. Post the acquisition of Minera Monte Aguila S.A.S, the area of the Anzá Project has increased substantially to approximately 380km2 due to the acquisition of a number of additional applications that were owned by Minera Monte Aguila S.A.S.
The Anzá Project is currently wholly owned by Orosur via its subsidiaries, Minera Anzá S.A. and Minera Monte Aquila S.A.S.
The Anzá Project is located 50km west of Medellin and is easily accessible by all-weather roads and boasts excellent infrastructure including water, power, communications and large exploration camp.
Forward Looking Statements:
All statements, other than statements of historical fact, contained in this news release constitute "forward-looking information" within the meaning of applicable Canadian and United States securities laws, which is based upon the Company's current internal expectations, estimates, projections, assumptions, and beliefs. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning future exploration plans at the Company's mineral properties, including exploration timelines and anticipated costs; the Company's expectations with respect to the use of proceeds and the use of the available funds following the completion of the Offering; and the completion of the Company's business objectives, and the timing, costs, and benefits thereof. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as "plans", "potential", "is expected", "anticipated", "estimates", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of gold and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company's expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; and other risks of the mining industry. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated, or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company's annual filings that are available at www.sedarplus.ca. The Company provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
SOURCE: Orosur Mining Inc.
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