London, April 23 rd, 2024.
CORPORATE
Orosur Mining Inc.
Results for Third Quarter ended February 29, 2024
London, April 23 rd, 2024. Orosur Mining Inc. ("Orosur" or the "Company") (TSX -V: OMI) (AIM: OMI)
the minerals developer and explorer with operations in Colombia, Argentina, Nigeria and
Brazil announces its unaudited results for the quarter ended February 29, 2024. All dollar figures are
stated in US$ unless otherwise noted. The unaudited condensed interim financial statements of the
Company for the quarter ended February 29, 2024 and the related management's discussion and
analysis ("MD&A") have been filed and are available for review on the SEDAR+ website at
www.sedarplus.ca. The financial statements and the MD&A are also available on the Company's
website at www.orosur.ca.
A link to the PDF version of the financial statements is available here: http://www.rns-
pdf.londonstockexchange.com/rns/5776L_1-2024-4-22.pdf
A link to the PDF version of the MD&A is available here : http://www.rns-
pdf.londonstockexchange.com/rns/5776L_2-2024-4-22.pdf
Highlights
Operational
• In Colombia, post period end, on March 25, 2024, the Company announced that it had it
entered into a non -binding letter of intent with MMA, which was signed on March 22, 2024,
that provides for a transaction pursuant to which Orosur would repurchase, directly or
indirectly, MMA's interest in the Anza project ("Project"), resulting in Orosur having a 100%
ownership of the Project ("Transaction"). The proposed consideration set out in the letter of
intent is a net smelter return royalty of 1.5% and cash payments of up to US$15 million
payable upon meeting certain agreed production thresholds. Subject to several conditions,
including but not limited to, the negotiation of definitive documentation and the completion of
due diligence, the Company is aiming to complete the Transaction by the end of May 2024,
subject to regulatory matters.
• Concurrently with negotiation of the Transaction in Colombia, the Company has begun the
process of preparing to reassume ownership and operatorship of the Project. This involves,
among other things, the recruitment of staff, liaising with the local community, discussions
with relevant contractors and suppliers and the obtaining of various permits required for field
operations. Should the Transaction be completed, the Company hopes to be able to
recommence drilling operations as quickly as possible after reassuming operatorship.
• In the Company's other earlier stage projects in Nigeria, Argentina and Brazil, reconnaissance
exploration has continued at a slower pace. Results and analysis will be announced once
current phases are complete.
CORPORATE
• In Uruguay, the Company's wholly owned subsidiary, Loryser, continues to focus its activities
on the final stages of the Creditors Agreement. In line with the Creditors Agreement, Loryser
has sold all of its assets. It has paid for the settlements with all of its former employees; it has
finalised the reclamation and remediation works on the tailings dam and has successfully
concluded a one-year post-closure control phase. Loryser is well advanced in distributing the
proceeds to Loryser's trade creditors in accordance with the Creditors' Agreement, via a Court
approved settlement agent.
Financial and Corporate
• The unaudited consolidated financial statements have been prepared on a going concern
basis under the historical cost method except for certain financial assets and liabilities which
are accounted for as assets and liabilities held for sale (at the lower of book value or fair
value) and profit and loss from discontinued operations. This accounting treatment has been
applied to the activities in Uruguay and Chile.
• At the Company's AGM, held on December 19, 2023, all resolutions put to shareholders were
duly passed including approval of the Company's new equity incentive plan pursuant to which
the Company may grant stock options, restricted share units, and deferred share units to the
officers, directors, employees and consultants of the Company and its subsidiaries. The new
equity incentive plan replaces the Company's prior stock option plan and should reduce
dilution to shareholders and be more fiscally efficient for some of the participants.
• On February 15, 2024, the Company announced that it had raised the sum of £500,000
(before expenses) through a placing of 16,949,152 new common shares of no par value in the
Company ("Common Share") at a price of 2.95 pence per share, together with a grant of one
unlisted warrant to purchase one additional Common Share exercisable at US$0.0558
(approximately 4.425 pence) for every Common Share subscribed for. As part of abroker
fee,1,694,915 unlisted warrants were granted to the Company's broker, exercisable at
US$0.372 (approximately 2.95 pence) for every Common Share subscribed for. 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.
• On February 29, 2024, the Company had a cash balance of $1,982,000 (May 31, 2023
$3,748,000). As at the date of this MD&A the Company had a cash balance of $1,650,000.
Outlook and Strategy
Given the progress on negotiations in Colombia and the encouraging results in Argentina, the
Company will focus most of its investment in these areas. The Company will also advance its project
in Nigeria, which has returned strong results, albeit at a slower pace whilst lithium prices continue to
recover. As the Company seeks to prioritise the use of its capital, it will, however, no longer pursue
activity on its Brazilian project and accordingly, Orosur will terminate its JV agreement with Meridian
Mining UK Societas on the Ariquemes tin project.
In Colombia, the short -term focus is on Orosur reassuming 100% ownership and the operatorship of
the Project through the acquisition of MMA. Although there can be no certainty that the Transaction
will complete, the Company is targeting completion of the Transaction by the end of May 2024,
subject to regulatory matters. Thereafter, the Company is planning to recommence drilling at Pepas
and commence further exploration in other areas of the Project.
CORPORATE
Condensed Interim Consolidated Statements of Financial Position
(Expressed in thousands of United States dollars)
Unaudited
As at
February 29,
2024
$
As at
May 31,
2023
$
ASSETS
Current assets
Cash 1,982 3,748
Restricted cash 12 12
Accounts receivable and other assets 452 219
Assets held for sale in Uruguay 1,016 989
Total current assets 3,462 4,968
Non-current assets
Property, plant and equipment 207 123
Exploration and evaluation assets 4,773 3,334
Total assets 8,442 8,425
LIABILITIES AND DEFICIT
Current liabilities
Accounts payable and accrued liabilities 173 336
Liability of Chile discontinued operation 2,335 2,204
Liabilities held for sale in Uruguay 12,616 12,546
Total current liabilities 15,124 15,086
Deficit
Share capital 69,529 69,341
Share-based payments reserve 10,538 10,539
Warrants 302 -
Currency translation reserve (1,904) (2,725)
Deficit (85,147) (83,816)
Total deficit (6,682) (6,661)
Total liabilities and deficit 8,442 8,425
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in thousands of United States dollars)
CORPORATE
(Except common shares and per share amounts)
Unaudited
Nine Months
Ended
February 29,
2024
$
Nine Months
Ended
February 28, 2023
$
Corporate and administrative expenses (1,285) (1,316)
Exploration expenses (72) (543)
Other income 24 15
Net finance cost (13) (7)
Gain on fair value of warrants - 168
Foreign exchange (loss) gain net 157 (106)
Net loss for the period for continuing operations (1,189) (1,789)
(Loss) income from discontinued operations (136) 1,563
Net loss for the period (1,325) (226)
Item which may be subsequently reclassified to profit or loss:
Cumulative translation adjustment 821 (934)
Total comprehensive loss for the period (504) (1,160)
Basic and diluted net (loss) income per share for
- continuing operations (0.00) (0.00)
- discontinued operations (0.00) 0.01
Weighted average number of common shares
outstanding 189,058 188,544
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in thousands of United States dollars)
Unaudited Nine Months
Ended
February 29,
2024
$
Nine Months
Ended
February 28,
2023
$
Operating activities
Net loss for the period for continued and discontinued operations (1,325) (226)
Adjustments for
Depreciation / Write downs 8 (3,103)
Gain on fair value of warrants - (168)
Accretion of asset retirement obligation - (817)
Gain on sale of property, plant and equipment - (1,396)
Foreign exchange and other 479 68
Changes in non-cash working capital items:
Accounts receivable and other assets (266) (106)
Inventories - 3,415
Accounts payable and accrued liabilities (35) 93
Net cash used in operating activities (1,139) (2,240)
CORPORATE
Investing activities
Decrease in restricted cash - 343
Proceeds received for sale of property, plant and equipment - 945
Purchase of property, plant and equipment (86) (1)
Proceeds received from exploration and option agreement - 2,085
Exploration and evaluation expenditures (1,025) (191)
Net cash (used in) provided by investing activities (1,111) 3,181
Financing activities
Proceeds from issue of common shares, net of shares issuance
cost 486 -
Proceeds from exercise of options 3 2
Net cash provided by financing activities 489 2
Net change in cash (1,761) 943
Net change in cash classified within assets held for sale (5) (1,013)
Cash, beginning of period 3,748 4,221
Cash end of period 1,982 4,151
Operating activities
- continuing operations (1,144) (2,308)
- discontinued operations 5 68
Investing activities
- continuing operations (1,111) 2,236
- discontinued operations - 945
Financing activities
- continued operations 489 2
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
Turner Pope Investments (TPI) Ltd - Joint Broker
Andy Thacker/James Pope
Tel: +44 (0)20 3657 0050
Flagstaff Communications
Tim Thompson
CORPORATE
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 (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, 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 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 exploration plans in Colombia, Argentina, Nigeria and
Brazil and the funding in Colombia from Minera Monte Águila of those plans, Minera Monte Águila´s decision to
continue with the Exploration and Option agreement, the ability for Loryser to continue and finalize with the
remediation in Uruguay, the ability to implement the Creditors' Agreement successfully 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 and to
reach a satisfactory implementation 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. 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 Section "Risks
Factors" of the MD&A and the Annual Information Form. 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.