Annual Option Issuance, Share Issuance, Notice of AGM & Colombia Update
Annual Option Issuance, Share Issuance, Notice of AGM & Colombia Update
Medellin, Colombia, October 26, 2018. Orosur Mining Inc. (“Orosur” or “the Company”) (TSX: OMI) (AIM: OMI) announces the granting of an aggregate of 1,845,000 stock options (“Options”) to directors, officers and employees and the issuance of 3,477,581 common shares to Maxit Capital, LP in consideration of transaction fees relating to the recently announced transaction with Newmont. Additionally, the Company announces that copies of the Notice of Annual General Meeting (“AGM’) have been sent to shareholders and a copy is also available from the Company’s website.
The AGM will be held on November 27, 2018 at 4:00 p.m. GMT at the Offices of Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London, England, E14 5RB. The Company asks that any shareholders wishing to attend provide advance notice in order for building security to provide them access.
ANNUAL STOCK OPTION GRANT
Officers and employees were granted a total of 1,430,000 stock options and the balance equivalent to 415,000 stock options were granted to Directors pursuant to the annual grant, which shall vest in three equal parts: the first part immediately and the second and third parts on October 23, 2019 and November 23, 2020, respectively.
All Options are exercisable at a price of CAD$0.11 per common share, on or before October 23, 2023. Pricing is based on the closing price of the Orosur’s shares on October 23, 2018 on the Toronto Stock Exchange.
A summary of Director and Officer option grants and resultant interests is as follows:
| Directors & Officers | Options Granted | Total Options Total Shares | Ownership¹ | |
|---|---|---|---|---|
| John Walmsley | 115,000 | 1,212,439 | 140,350 | 0.09% |
| Robert Schafer | 200,000 | 885,442 | 23,500 | 0.02% |
| H.D. Lee | 100,000 | 675,000 | 64,386 | 0.04% |
| Ignacio Salazar | 200,000 | 2,399,544 | 723,000 | 0.48% |
| Alejandra Lopez | 150,000 | 585,000 | - | 0 |
| Ryan Cohen | 110,000 | 860,000 | 231,452 | 0.15% |
| Total | 875,000 | 6,617,425 | 1,182,688 | 0.79% |
Note 1: Percentage interest in total number of common shares currently issued and outstanding Note 2: Pursuant to MARS regulations in the UK, individual notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them is contained at the end of this press release.
MAXIT SHARE ISSUANCE
For its part in advising Orosur in the Strategic Agreement and Private Placement announced with Newmont Mining Corporation on September 10, 2018, Maxit Capital LP has been issued 3,477,581 common shares in full satisfaction of fees equal to CAD$250,000 and US$50,000. The figures are based on the same pricing as the private placement with Newmont, being CAD$0.091 (GBP 0.054) per share.
Application has been made for the new common shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 am (GMT) on or around October 31, 2018. If Admission is delayed, any variations to this timetable will be announced via a Regulatory Information Service.
As a result of the share issuance and annual stock option grant, the number of common shares issued and outstanding is 150,277,672 and the total number of options is 10,535,760 and warrants outstanding is 8,370,251. The common shares issued to Maxit are subject to a hold period expiring four months and one day following the issuance date in accordance with applicable Canadian securities laws.
COLOMBIA UPDATE
Orosur has commissioned a technical report (“43-101 Report”) to be prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) on its Anzá Project. The Company has engaged an independent Qualified Person (QP) from Andes GMS from Chile to complete the NI 43-101 Report. The Company expects to be able to file the report in December 2018.
About Orosur Mining Inc.
Orosur Mining Inc. (TSX: OMI; AIM: OMI) is a fully integrated gold producer, developer and explorer focused on identifying and advancing gold projects in South America. The Company operates in Colombia and Uruguay.
Forward Looking Statements
All statements, other than statements of historical fact, contained in this news release constitute "forwardlooking 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, the filing of a NI 43-101 report. 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. The Company’s continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operations. 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. Although the Company has been successful in the past in obtaining financing there is no assurance that it will be able to obtain adequate financing in future or that such financing will be on terms advantageous to 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.
For further information, please contact:
Orosur Mining Inc
Ignacio Salazar, Chief Executive Officer Ryan Cohen, VP Corporate Development [email protected] Tel: +1 (778) 373-0100
Cantor Fitzgerald Europe – Nomad & Joint Broker
David Porter/Keith Dowsing Tel: +44 (0) 20 7894 7000
Numis Securities Limited – Joint Broker
John Prior / James Black / Paul Gillam Tel: +44 (0) 20 7260 1000 The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation ("MAR"). Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain. If you have any queries on this, then please contact Ryan Cohen, VP Corporate Development of the Company (responsible for arranging release of this announcement on behalf of the Company) on: +1 (778) 373-0100.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | John Walmsley |
| 2 | Reason for notification | |
| a) | Position / Status | Chairman of the Board |
| b) | Initial Notification/Amendment | Amendment |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Orosur Mining Inc, |
| b) | LEI | N/A |
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) | ||
| 4 | ||
| each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument Identification code | Options to subscribe for new ordinary share of no par value CA6871961059 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volumes(s) | Volume(s) Price(s) 115,000 CAD$0.11 |
| d) | Aggregated information | N/A – single transaction |
| e) | Date of the transaction | 23 October 2018 |
| f) | Place of the transaction | Outside of trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Robert Schafer |
| 2 | Reason for notification | |
| a) | Position / Status | Director |
| b) | Initial Notification/Amendment | Amendment |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Orosur Mining Inc, |
| b) | LEI | N/A |
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) | ||
| 4 | ||
| each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument Identification code | Options to subscribe for new ordinary share of no par value CA6871961059 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volumes(s) | Volume(s) Price(s) 200,000 CAD$0.11 |
| d) | Aggregated information | N/A – single transaction |
| Volume(s) | Price(s) |
|---|---|
| 115,000 | CAD$0.11 |
| Volume(s) | Price(s) |
|---|---|
| 200,000 | CAD$0.11 |
| e) | Date of the transaction | 23 October 2018 |
|---|---|---|
| f) | Place of the transaction | Outside of trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | H.D. Lee |
| 2 | Reason for notification | |
| a) | Position / Status | Director |
| b) | Initial Notification/Amendment | Amendment |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Orosur Mining Inc, |
| b) | LEI | N/A |
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) | ||
| 4 | ||
| each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument Identification code | Options to subscribe for new ordinary share of no par value and new ordinary shares of no par value CA6871961059 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volumes(s) | Volume(s) Volume(s) Price(s) Options 100,000 CAD$0.11 |
| d) | Aggregated information | N/A – single transaction |
| e) | Date of the transaction | 23 October 2018 |
| f) | Place of the transaction | Outside of trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Ignacio Salazar |
| 2 | Reason for notification | |
| a) | Position / Status | CEO & Director |
| b) | Initial Notification/Amendment | Amendment |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Orosur Mining Inc, |
| b) | LEI | N/A |
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) | ||
| 4 | ||
| each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument Identification code | Options to subscribe for new ordinary share of no par value CA6871961059 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volumes(s) | Volume(s) Price(s) 200,000 CAD$0.11 |
| Volume(s) | Volume(s) | Price(s) |
|---|---|---|
| Options | 100,000 | CAD$0.11 |
| Volume(s) | Price(s) |
|---|---|
| 200,000 | CAD$0.11 |
| d) | Aggregated information | N/A – single transaction |
|---|---|---|
| e) | Date of the transaction | 23 October 2018 |
| f) | Place of the transaction | Outside of trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Alejandra Lopez |
| 2 | Reason for notification | |
| a) | Position / Status | CFO |
| b) | Initial Notification/Amendment | Amendment |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Orosur Mining Inc, |
| b) | LEI | N/A |
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) | ||
| 4 | ||
| each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument Identification code | Options to subscribe for new ordinary share of no par value CA6871961059 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volumes(s) | Volume(s) Price(s) 150,000 CAD$0.11 |
| d) | Aggregated information | N/A – single transaction |
| e) | Date of the transaction | 23 October 2018 |
| f) | Place of the transaction | Outside of trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Ryan Cohen |
| 2 | Reason for notification | |
| a) | Position / Status | VP, Corporate Development & Corporate Secretary |
| b) | Initial Notification/Amendment | Amendment |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Orosur Mining Inc, |
| b) | LEI | N/A |
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) | ||
| 4 | ||
| each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument Identification code | Options to subscribe for new ordinary share of no par value and new ordinary shares of no par value CA6871961059 |
| b) | Nature of the transaction | Grant of options |
| Volume(s) | Price(s) |
|---|---|
| 150,000 | CAD$0.11 |
| c) | Price(s) and volumes(s) | Volume(s) Volume(s) Price(s) Options 110,000 CAD$0.11 |
| d) | Aggregated information | N/A – single transaction |
| e) | Date of the transaction | 23 October 2018 |
| f) | Place of the transaction | Outside of trading venue |
| Volume(s) | Volume(s) | Price(s) |
|---|---|---|
| Options | 110,000 | CAD$0.11 |