REG - Orosur Mining Inc - Close of Private Placement for Gross Proceed C$20M

Orosur MiningAnnouncement

02/10/2025 17:00

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RNS Number : 8893B  Orosur Mining Inc  02 October 2025

 

 

 

Orosur Announces Closing of Brokered Private Placement for Gross Proceeds of
C$20.0 Million

 

 

London, October 2nd, 2025 - 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 includes 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 Angel 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 aggregate 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 closing 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

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.

 

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 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; 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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