REG - Orosur Mining Inc - Closing of Brokered Private Placement of C$6.0M

Orosur MiningAnnouncement

27/03/2025 18:00

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RNS Number : 5845C  Orosur Mining Inc  27 March 2025

 

 

 

Orosur Announces Closing of Brokered Private Placement for Gross Proceeds of
C$6.0 Million

 

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES.

 

London, March 27(th), 2025 - Orosur Mining Inc. ("Orosur" or the "Company")
(TSX-V/AIM:OMI) is pleased to announce the closing of its previously announced
"best efforts" private placement offering (the "Offering") for aggregate gross
proceeds of C$6,000,000, which includes the full exercise of the agent's
option for gross proceeds of C$1,000.000. Under the Offering, the Company sold
an aggregate of 35,294,117 units of the Company (the "Units") at a price of
C$0.17 per Unit.

 

Each Unit consists 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 March 27, 2027.

 

Red Cloud Securities Inc. (the "Agent") acted as sole agent and bookrunner in
connection with the Offering. In consideration for their services, the Agent
received a cash commission of C$313,860 and 1,846,235 broker warrants (the
"Broker Warrants"). Each Broker Warrant shall be exercisable for one common
share of the Company at a price of C$0.17 per common share at any time on or
before March 27, 2027. Additionally, as consideration for financial advisory
services in connection with the Offering, the Company paid the Agent an
advisory fee of $8,070.00 and issued 47,470 advisory warrants (the "Advisory
Warrants") to the Agent. Each Advisory Warrant is exercisable into one common
share on the same terms as the Broker Warrants. The common shares issuable
pursuant to the Broker Warrants and the Advisory Warrants are subject to a
hold period in Canada ending on July 28, 2025.

 

Subject to compliance with applicable regulatory requirements and in
accordance with National Instrument 45-106 - Prospectus Exemptions ("NI
45-106"), 29,411,764 Units (the "LIFE Units") were sold to purchasers in the
provinces of 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 will be immediately freely tradeable under
applicable Canadian securities legislation if sold to purchasers resident in
Canada.

 

5,882,353 Units were sold to 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.

 

Due to the high level of investor demand, the directors were unable to
participate in the Offering as previously anticipated.

 

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 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.

Application has been made for the 35,294,117 common shares, which rank parri
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 8:00am UK time on or around 31 March 2025.

Following the closing of the Offering and for the purposes of the Disclosure
Guidance and Transparency Rules, the Company will have 312,439,904 Common
Shares in issue. This figure includes an additional 2,055,932 new common
shares of no par value each issued following an exercise of 2,055,932 warrants
from its block listing announced January 8(th) 2025. 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.

 

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. 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 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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