OR the Republic of South Africa OR into Any Other Jurisdiction Where to Do so Might Constitute a Violation OR
CORPORATE
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 g rant of one unlisted warrant to purchase
one additional common share exercisable at US$0.0558 (approximately 4.425p)
("Investor Warrant") for every Placing Share subs cribed 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 Pl acing 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.
CORPORATE
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 21st 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 21st 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).;
CORPORATE
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 21st 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 o n
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
Tel: +1 (778) 373-0100
SP Angel Corporate Finance LLP - Nomad & Broker
Jeff Keating / Caroline Rowe / Kasia Brzozowska
Tel: +44 (0) 20 3 470 0470
CORPORATE
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
[email protected] 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 (Withdrawa l) 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 P rivate 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 negotiatio ns 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.