Orosur Announces Closing of Brokered Private Placement for Gross Proceeds of C$20.0 Million
Orosur Announces Closing of Brokered Private Placement for Gross
Proceeds of C$20.0 Million
London, October 2nd, 202 5 - Orosur Mining Inc . (“Orosur” or the “ Company”) (TSX-
V/AIM:OMI) is pleased to announce the closing of its previously announced and oversubscribed
“best efforts ” private placement offering (the “ Offering”) for aggregate gross proceeds of
approximately C$20,000,000, which in cludes the full exercise of the agents’ option for gross
proceeds of C$ 2,000,000. Under the Offering , the Company sold an aggregate of 58,823,530
common shares of the Company ( the “Shares”) at a price of C$0. 34 per Share (being
approximately GBP £0.1809 at an exchange rate of GBP £1.88 to CAD).
Red Cloud Securities Inc. (“Red Cloud”), lead agent and sole bookrunner, and Paradigm Capital
Inc. (together with Red Cloud, the “Agents”) acted as agents in connection with the Offering. In
consideration for their services, the Agents received a cash commission of C$809,995.80. Turner
Pope Investments (TPI) Ltd , Greenwood Capital Partners Limited ( collectively, the “ U.K.
Brokers”) and the Company’s Nominated Adviser, SP Ang el Corporate Finance LLP (“ SP
Angel”), acted as brokers in connection with a portion of the Offering in the United Kingdom. In
consideration of their services, the U.K. Brokers and SP Angel received a ggregate cash
commissions and fees of £274,807.44 (equivalent to C$516,638).
In accordance with National Instrument 45 -106 – Prospectus Exemptions (“NI 45 -106”),
36,764,706 Shares were sold to purchasers resident in Canada pursuant to the listed issuer
financing exemption under Part 5A of NI 45 -106 as amended by Coordinated Blanket Order 45-
935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. Such Shares
are not subject to a hold period under Canadian securities laws.
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.
Application has been made for the 58,823,530 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 8:00 a.m. (UK time) on or around
October 3rd, 2025.
The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.
Related Party Transaction
As part of the Offering, 1832 Asset Management L.P. (“1832”) through investment funds it advises
has subscribed for 4,412,000 Shares. The participation in the Offering by 1832, a substantial
shareholder in the Company, constitutes a related party transaction pursuant to AIM Rule 13 of
the AIM Rules for Companies and within the meaning of TSX -V Policy 5.9 (the " Policy") and
Multilateral Instrument 61 -101-Protection of Minority Security Holders in Special
Transactions ("MI 61-101") adopted in the Policy. The Company intends to rely on the exemptions
from the formal valuation and minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering
as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the
fair market value of the consideration for, the transaction, insofar as it involves interested parties,
has exceeded 25% of the Company's market capitalization (as determined under MI 61-101). The
Board, all of whom are considered Directors independent of the Offering, consider, having
consulted with the Company’s Nominated Adviser, SP Angel Corporate Finance LLP, that the
participation by 1832 is fair and reasonable insofar as the shareholders of the Company are
concerned.
Following the closing of the Offering, 1832 will have a beneficial interest in 44,027,000 Shares,
representing approximately 11.5% of the issued and outstanding share capital of the Company.
Total Voting Rights
Following the clos ing of the Offering and exercise of warrants totaling 581,500 from the
Company’s block listing announced January 8, 2025 for a total consideration of C$145,375 and
for the purposes of the Disclosure Guidance and Transparency Rules, the Company will have
385,163,924 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.
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-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.
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; 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 statement s regarding the expectations and beliefs of management based on information
currently available to the Company. Such forward -looking statements and forwa rd-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 expl oration 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; ch anges 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 assuran ce
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 obligatio n to update
any forward -looking information, whether as a result of new information, changing circumstances, or
otherwise.