REG - Orosur Mining Inc - Private Placement for Gross Proceeds up to C$5.0M

Orosur MiningAnnouncement

13/03/2025 07:15

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RNS Number : 4596A  Orosur Mining Inc  13 March 2025

 

 

 

 

Orosur Announces Brokered Private Placement for Gross Proceeds of up to C$5.0
Million

 

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

 

London, March 12(th), 2025- Orosur Mining Inc. ("Orosur" or the "Company")
(TSX-V/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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