Orosur Mining Inc. – Third Quarter 2020 Results & Board Change
Orosur Mining Inc. – Third Quarter 2020 Results & Board Change
Medellín, Colombia, April 14, 2020. Orosur Mining Inc. (“Orosur” or “the Company”) (TSX/AIM: OMI), a South
American-focused gold developer and explorer, is pleased to announce the results for the third quarter ended
February 29, 2020 (“Q3 20” or the “Quarter”) as well as the appointment of Louis Castro, aged 61, as Chairman
and Non-Executive Director of the Company to replace Robert Schafer, who has retired from the Company's
board.
HIGHLIGHTS
In accordance with the Exploration Agreement with Venture Option over the Anzá project in Colombia (the
“Exploration Agreement”) with Newmont Colombia S.A.S. (“Newmont”), Newmont made a cash payment of
US$690k to Minera Anzá in November 2019 to cover its outstanding commitments for the first Year of the
Exploration Agreement (September 2018 to September 2019) and to maintain its phase 1 earn-in rights.
In Uruguay, the Creditors Agreement was finally approved by the Court in September 2019 and, as a result,
became legally binding on all trade creditors. During Q3 20, Loryser focused its activities in the
implementation of the Creditors Agreement and the sale of its Uruguayan assets. As agreed in the
Creditors Agreement, on December 19, 2019, Orosur issued 10,000,000 common shares to a trust for the
benefit of Loryser’s creditors.
As at February 29, 2020, the Company had a cash balance of US$463k (May 31, 2019 - US$512k).
After the end of the Q3 20, as previously announced on March 5, 2020, an additional cash payment of
US$500k was received by the Company from Newmont, in connection with maintaining its earn-in rights
pursuant to the Exploration Agreement.
Assets held for sale in Uruguay have been recorded in this quarter and in the FY19 consolidated financial
statements at the lower of book value or fair value. The consolidated financial statements were 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 and Profit and Loss from discontinuing
operations. This accounting treatment has been applied to the activities in Uruguay and Chile.
Outlook and Strategy
The Board adopted an aggressive strategic plan to restructure its business, and recapitalize and transform the
Company by advancing its Anzá project in Colombia (now with Newmont as a partner), whilst progressing other
opportunities, as well as finding a fair solution in Uruguay for all stakeholders. This strategy remains unchanged.
In Colombia, Newmont met its Year 1 commitments and payments pursuant to the Exploration Agreement. In
March 2020, Newmont made the third US$500k cash payment to Orosur with the fourth and final payment of
this sort expected in September 2020.
In Phase 1, Newmont may earn a 51% ownership interest in Anzá by spending US$10 million in qualifying
expenditures over four years and making cash payments to Orosur equalling a total of US$2 million during the
first two years of the Phase 1 earn-in period. During the first two years of the Exploration Agreement
(commencing September 2018), Newmont is committed to spend a minimum of US$1 million per year on
qualifying expenditures (“Minimum Work Commitment”), or pay Orosur cash in lieu of completing said minimum
work commitment, in order to maintain the Phase 1 earn-in right. In years 3 and 4, the Minimum Work
Commitment increases to US$4 million per year.
The Exploration Agreement comprises a three-phase earn-in structure, allowing Newmont to earn up to a 75%
ownership interest in the Anzá project by making cash payments to Orosur equaling a total of US$4 million over
Phases 1 and 2, spending a minimum of US$30 million in qualifying expenditures over twelve years, and in
addition completing N.I. 43-101 compliant prefeasibility and feasibility studies through the end of Phase 3.
2
In Uruguay, Loryser is focusing its activities in the implementation of the Creditors Agreement. The Creditors’
Agreement requires Loryser to manage and complete the sale and payment process within two years, starting
from the date of the ratification by the Court in September 2019.
Board Changes
Louis Castro has been appointed Chairman and Non-Executive Director of the Company replacing Bob Schafer,
who has retired from the Company's board.
Mr. Castro is a chartered accountant and former investment banker with more than 30 years' City and industry
experience. Louis is a non-executive director and Chairman of the Audit Committee at Stanley Gibbons Group
plc, Jangada Mines plc and Tekcapital plc. He was previously CFO at Eland Oil and Gas, an AIM listed
upstream company operating in Nigeria, and CEO at Northland Capital Partners investment bank and broker,
where he represented a significant number of mining and oil & gas clients, including clients in South America.
Mr. Schafer joined the Board of Orosur in June 2018. He has recently been elected as President of the US-
based "Society for Mining, Metallurgy and Exploration" ("SME") and is focusing his time in this new role.
Ignacio Salazar, CEO of Orosur, commented:
“We are pleased to announce the appointment of Louis to the Orosur´s Board and welcome his proven track
record in the industry and in capital markets over decades. Louis’ significant experience is of notable value
given the Company’s focus on advancing the Anzá Project in Colombia whilst progressing other opportunities. It
is with great regret that the Board has accepted Mr. Schafer’s decision to retire. We wish him all the best in his
professional and personal endeavours and thank him for his service to the Company and its shareholders.”
For further information, please contact:
Orosur Mining Inc
Ignacio Salazar, Chief Executive Officer
Ryan Cohen, VP Corporate Development
Tel: +1 (778) 373-0100
SP Angel Corporate Finance LLP – Nomad & Joint Broker
Jeff Keating / Caroline Rowe
Tel: +44 (0) 20 3 470 0470
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.
About Orosur Mining Inc.
Orosur Mining Inc. (TSX: OMI; AIM: OMI) is a precious metals 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 "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 and the funding from
Newmont of those plans, Newmont´s decision to continue with the Exploration and Option agreement, the ability
3
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, to reach profitable levels of operations 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 MDA 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.
Regulatory Disclosures
The following disclosures are required regarding Louis Emmanuel Castro’s appointment pursuant to Rule 17
and Schedule Two paragraph (g) of the AIM Rules for Companies:
Current directorships and partnerships:
Tekcapital plc
Jangada Mines Plc
Stanley Gibbons Plc
Green Park Petroleum Limited
Inception Energy Limited
Oryx Management Limited
Hollingsworth Minerals Inc.
Past directorships and partnerships held over the last 5 years:
Ascent Resources Plc
Hallwood Oil & Gas Inc.
Eland Oil & Gas Plc
Westport Oil Limited
Akonic Energy Limited
Louis has no direct or indirect interest in the Company’s ordinary shares.
No further disclosure is required pursuant to AIM Rule 17 and paragraph (g) to Schedule Two of the AIM Rules
for Companies.
4
Orosur Mining Inc.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in thousands of United States Dollars)
Unaudited
As at As at
Feb 29, May 31,
2020 2019
ASSETS
Current assets
Cash and cash equivalents $463 $512
Accounts receivable and other assets 536 292
Assets held for sale 3,797 4,452
Total current assets 4,796 5,256
Non-current assets
Property, plant and equipment 80 87
Exploration and evaluation assets 8,310 8,983
Total assets $13,186 $14,326
EQUITY AND LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $295 $235
Warrants - 13
Liabilities held for sale 22,234 23,393
Total liabilities 22,529 23,641
Equity
Share capital 65,670 65,290
Contributed surplus 5,981 5,947
Currency translation reserve (1,922) (1,653)
Total Deficit (79,072) (78,899)
Total (deficit) / equity (9,343) (9,315)
Total (deficit) / equity and liabilities $13,186 $14,326
The accompanying notes to the unaudited condensed interim consolidated financial statements are an integral
part of these statements.
5
Orosur Mining Inc.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in thousands of United States Dollars)
Unaudited
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
Feb 29, Feb 29, Feb 29, Feb 29,
2020 2019 2020 2019
(Restated) (Restated)
Operating expenses
Corporate and administrative expenses $(351) $(332) $(1,061) $(1,165)
Exploration expenses (14) (11) (71) (49)
Other income - - 501 -
Net finance cost 21 1 18 (4)
(Loss) on fair value of financial instrument (20) (320) (11) (341)
Net foreign exchange gain/(loss) (6) (2) (16) (30)
(370) (664) (640) (1,589)
Net loss for the period for continued operations $(370) $(664) $(640) $(1,589)
Other comprehensive income (loss)
Cumulative translation adjustment $- $624 $(269) $(125)
Total comprehensive loss for the period
from continued operations (370) (40) (909) (1,714)
Income (loss) from discontinued operations (203) ( 1,362) 467 (8,698)
Total comprehensive loss for the period (573) (1,402) (442) (10,412)
Basic and diluted net loss per share for
continued operations $(0.00) $(0.00) $(0.00) $(0.01)
Basic and diluted net loss per share for
discontinued operations $(0.00) $(0.01) $0.00 $(0.06)
Weighted average number of common shares
outstanding 159,618 150,278 153,380 136,774
The accompanying notes to the unaudited condensed interim consolidated financial statements are an integral
part of these statements.
6
Orosur Mining Inc.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in thousands of United States Dollars)
Unaudited
Nine Months Nine Months
Ended Ended
Feb 29, Feb 29,
2020 2019
(Restated)
Operating activities
Net loss for the period $(640) $(1,589)
Adjustments for:
Share-based payments 34 72
Fair value of financial instrument (11) 341
Loss on sale of property, plant and equipment - 12
Other (68) 214
Changes in non-cash working capital items:
Accounts receivable and other assets 133 (73)
Accounts payable and accrued liabilities 60 (264)
Net cash (used in) operating activities - continued operations (492) (1,287)
Investing activities
Proceeds received for exploration and evaluation expenditures 1,030 -
Exploration and evaluation expenditures (577) (419)
Net cash provided by (used in) investing activities - continued operations 453 (419)
Financing activities
Issue of common shares - 2,000
Advances to discontinued operations (10) 165
Net cash provided by (used in) financing activities - continued operations (10) 2,165
Net change in cash and cash equivalents - continued operations (49) 459
Cash and cash equivalents, beginning of period 512 80
Cash and cash equivalents, end of period $463 $ 539
Net cash provided by (used in) investing activities - discontinued operations 73 475
Net cash (used in) operating activities - discontinued operations (264) (1,598)
Net cash provided by (used in) financing activities - discontinued operations 10 34
The accompanying notes to the unaudited condensed interim consolidated financial statements are an integral
part of these statements.