NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
LONDON, UK / ACCESS Newswire / March 12, 2025 / Orosur Mining Inc. ("Orosur" or the "Company") (TSXV:OMI)(AIM:OMI) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (the "Agent"), to act as sole agent and bookrunner, in connection with a best efforts private placement (the "Marketed Offering") for aggregate gross proceeds of up to C$5,000,000 from the sale of up to 29,411,764 units of the Company (the "Units") at a price of C$0.17 per Unit (the "Offering Price").
Each Unit will consist of one common share of the Company (each, a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.25 at any time on or before that date which is 24 months after the Closing Date (as herein defined).
The Agent will have an option, exercisable in full or in part, up to 48 hours prior to the Closing Date, to sell up to an additional 5,882,353 Units at the Offering Price for up to an additional C$1,000,000 in gross proceeds (the "Agent's Option", and together with the Marketed Offering, the "Offering").
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units that may be sold under the Marketed Offering (the "LIFE Units") will be offered for sale to purchasers in the provinces of Alberta, British Columbia, Manitoba, Ontario, and Saskatchewan (the "Canadian Selling Jurisdictions") pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The Unit Shares and Warrant Shares underlying the LIFE Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
Units sold pursuant to the Agent's Option (the "Non-LIFE Units") may be issued to: (i) purchasers in the Canadian Selling Jurisdictions pursuant to the "accredited investor" and "minimum amount investment" exemptions under NI 45-106, and (ii) purchasers outside of Canada, including to purchasers resident in the United States pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The Unit Shares and Warrant Shares issuable from the sale of any Non-LIFE Units to Canadian purchasers will be subject to a hold period in Canada ending on the date that is four months plus one day following the Closing Date. Purchasers are advised to consult their own legal advisors in this regard.
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.
The Offering is scheduled to close on or around March 27, 2025 (the "Closing Date"), or such other date as the Company and the Agent may agree, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange ("TSX-V").
The Offering allows the Company to make use of its listing on the TSX-V to broaden its shareholder base, including institutional investors, and should improve the liquidity of its common shares in Canada.
There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.orosur.ca. Prospective investors should read this offering document before making an investment decision.
The securities offered have not been, nor will they be, registered under the United States Securities Act, of 1933 (the "U.S. Securities Act") as amended, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.
It is anticipated that certain directors of the Company may acquire Units under the Offering. Such participation will be considered to be "related party transactions" 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, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61-101).
The directors' anticipated participation is also likely to constitute a related party transaction under the AIM Rules for Companies. Further details of the directors' participation in the Offering will be set out in the announcement regarding the results of the Offering.
For further information, visit www.orosur.ca, follow on X @orosurm or please contact:
Orosur Mining Inc
Louis Castro, Chairman,
Brad George, CEO
info@orosur.ca
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
orosur@flagstaffcomms.com
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-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.
About the Anzá Project
Anzá is a gold exploration project ("Anzá Project"), comprising three exploration licences, four exploration licence applications, and a small exploitation permit, totalling 176km2 in the prolific Mid-Cauca belt of Colombia. Post the acquisition of Minera Monte Aguila S.A.S, the area of the Anzá Project has increased substantially to approximately 380km2 due to the acquisition of a number of additional applications that were owned by Minera Monte Aguila S.A.S.
The Anzá Project is currently wholly owned by Orosur via its subsidiaries, Minera Anzá S.A. and Minera Monte Aquila S.A.S.
The Anzá Project is located 50km west of Medellin and is easily accessible by all-weather roads and boasts excellent infrastructure including water, power, communications and large exploration camp.
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. The forward-looking information included in this Offering Document are made only as of the date of this Offering Document. 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 Agents' Option and the date of such completion; 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 forward-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 information, 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 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; 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 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 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.
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SOURCE: Orosur Mining Inc
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