Corporate update and Exercise of options and warrants
Orosur Mining Inc
Corporate update and Exercise of options and warrants
London, September 25, 2025 . Orosur Mining Inc. ("Orosur" or the
"Company") (TSX/AIM:OMI) announces the following:
Corporate update: the Company's upsized brokered private placement to
raise up to C$20 million, (the "Offering"), which was announced on
September 18, 2025 is now scheduled to close on October 2, 2025. The
Offering comprises the issue of up to 58,823,530 new common shares of the
Company ("Common Shares").
Application has been made for up to 58,823,530 Common Shares, which
rank pari 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 October 3,
2025.
Exercise of options and warrants : the Company has issued 260,000
Common Shares representing 0.08% of the Company's current issued share
capital, following the exercise of options by two consultants of the Company
at an exercise price of C$0.22 and C$0.325 for 140,000 and 120,000
Common S hares respectively. No members of the board, or Company
executives have exercised any options.
Additionally, 8,675,418 Common Shares were issued for a total
consideration of US$701,894 following an exercise of 8,675,418 warrants
during September from the Company's block listing, announced on January
8, 2025.
Following Admission of these 260,000 Common Shares relating to the
options, and also the 8,675,418 warrants exercised in September, for the
purposes of the Disclosure Guidance and Transparency Rules, the
Company will have 325,758,894 Common Shares in issue . 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.
Following Admission, the Company will have 4,701,668 options outstanding
and 22,834,404 warrants outstanding.
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 & 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
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.
Defined terms in this Announcement shall have the same meaning as set out in the announcement
released on September 18, 2025 unless otherwise stated.
About Orosur Mining Inc.
Orosur Mining Inc. (TSXV: OMI; AIM: OMI) is a minerals explorer and developer currently operating in Colombia,
Argentina and Nigeria.
IMPORTANT NOTICE
This Announcement has been issued by, and is the sole responsibility, of the Company.
Turner Pope Investments (TPI) Limited (" Turner Pope"), which is authorised and regulated in the UK
by the Financial Conduct Authority (" FCA"), is acting exclusively for the Company and no one else in
relation to the Placing element of the Offering. Turner Pope is not acting for, and will not be responsible
to, any person other than the Company and is not advising any other person or otherwise responsible
to any person for providing the protections afforded to clients of Turner Pope or for advising any other
person in respect of the Placing element of the Offering or any transaction, matter or arrangement
referred to in this Announcement. Turner Pope has not authorised the contents of this Announcement
and, apart from the responsibilities and liabilities, if any, which may be imported on Turner Pope by the
Financial Services and Markets Act 2000 (as amended) ("FSMA") or the regulatory regime established
thereunder, no liability is accepted by Turner Pope for the accuracy of any information or opinions
contained in or for the omission of any information from this Announcement, for which the Company
and the directors of the Company are solely responsible. Turner Pope accordingly disclaims all and any
liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this
Announcement or any such statement.
Greenwood Capital Partners Limited (" Greenwood"), which is authorised and regulated in the UK by
the FCA, is acting exclusively for the Company and no one else in relation to the Placing element of the
Offering. Greenwood is not acting for, and will not be responsible to, any person other than the Company
and is not advising any other person or otherwise responsible to any person for providing the protections
afforded to clients of Greenwood or for advising any other person in respect of the Placing element of
the Offering or any transaction, matter or arrangement referred to in this Announcement. Greenwood
has not authorised the contents of this Announcement and, apart from the responsibilities and liabilities,
if any, which may be imported on Greenwood by FSMA or the regulatory regime established thereunder,
no liability is accepted by Greenwood for the accuracy of any information or opinions contained in or for
the omission of any information from this Announcement, for which the Company and the directors of
the Company are solely responsible. Greenwood accordingly disclaims all and any liability whether
arising in tort, contract or otherwise (save as referred to above) in respect of this Announcement or any
such statement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by Turner Pope, Greenwood or by any of their respective
representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any interested party or its advisers,
and any liability therefor is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor's option with
respect to the Offering. Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data d escribed in this announcement and
publicly available information.
The distribution or transmission of this Announcement and the offering of the Common Shares in certain
jurisdictions other than Canada and the UK may be restricted or prohibited by law or regulation. Persons
distributing this Announcement must satisfy them selves that it is lawful to do so. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The price and value of securities can go down as well as up. Past performance is not a guide to future
performance
Information to Distributors
The distribution of this Announcement and the offering of the Common Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company, Turner Pope, Greenwood or any
of their affiliates that would permit an offering of the C ommon Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to the Common Shares in any
jurisdiction where action for that purpose is required. Persons into whose possession this
Announcement comes a re required by the Company, Turner Pope and Greenwood to inform
themselves about, and to observe, such restrictions.
UK Product Governance Requirements
Solely for the purposes of the Product Governance requirements contained within Chapter 3 of the FCA
Handbook Product Intervention and Product Governance Sourcebook (the " UK Product Governance
Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise
have with respect thereto, the Common Shares have been subject to a product approval process, which
has determined that the Common Shares are: (i) compatible with an end target market of investors who
meet the criteria of professional clients and eligible counterparties, each as defined in the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for distributio n through all distribution
channels as are permitted by UK Product Governance Requirements (the " UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the
price of the Common Shares may decline and i nvestors could lose all or part of their investment; the
Common Shares offer no guaranteed income and no capital protection; and an investment in
the Common Shares is compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing element of the Offering. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Turner Pope and Greenwood will only procure
investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommen dation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with respect to, the Common
Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the
Common Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within (a) EU Directive
2014/65/EU on markets in financial instruments, as amended (" MiFID II "), (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing
measures (together the "EU Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU
Product Governance Re quirements) may otherwise have with respect thereto, the Common Shares
have been subject to product approval process, which has determined that the Common Shares are:
(i) compatible with an end target market of (a) investors who meet the criteria of professional clients
and (b) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by E U Product Governance Requirements (the " EU Target
Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note
that: the price of the Common Shares may decline and investors could lose all or part of their
investment; the Common Shares offer no guaranteed income and no capital protection; and an
investment in the Common Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing element of the Offering. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, Turner Pope and Greenwood will only procure
investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or t ake any other action whatsoever with respect to the
Common Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the
Common Shares and determining appropriate distribution channels.
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 interna l expectations, estimates, projections,
assumptions, and beliefs. The forward-looking information included in this news release are made only
as of the date of this news release. 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 completion of the Offering;
the completion of the Offering and the Agent's Option and the date of such completion; future liquidity
on the TSX-V and AIM; 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 fo rward-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 informat ion, including, without limitation, risks and
uncertainties relating to: general business and economic conditions; regulatory approval for the
Offering; completion of 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 o r 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 pol icies;
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 und erlying 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 t hat 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.