REG - Orosur Mining Inc - Share Placing

Orosur MiningAnnouncement

15/02/2024 14:00

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RNS Number : 3213D  Orosur Mining Inc  15 February 2024

 

 

 

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Orosur Mining Inc - Share Placing

 

London, 15(th) February 2024. Orosur Mining Inc. ("Orosur" or the "Company")
(TSX-V/AIM:OMI), announces that it has raised the sum of £500,000 (before
expenses) through a placing of 16,949,152 new common shares of no par value
("Placing Shares" or "New Common Shares") at a price of 2.95 pence per Placing
Share ("Placing Price"), together with a grant of one unlisted warrant to
purchase one additional common share exercisable at US$0.0558 (approximately
4.425p) ("Investor Warrant") for every Placing Share subscribed for (together
the "Placing"). Completion of the Placing is subject, amongst other things, to
admission of the New Common Shares to trading on AIM ("Admission").

 

The Company held cash of US$1.72m (approximately £1.36m) as at 26 January
2024, but wished to raise capital to undertake specific exploration
activities. Accordingly, the net proceeds of the Placing will be used to
progress the Company's exploration projects whilst negotiations are concluded
with the Company's partners in Colombia. Each project is at a stage where
lower sums of capital can be applied to achieve results in a shorter
timeframe. The board of directors of the Company believes that the projects
have considerable potential. The Company has conducted this Placing to fund
these exploration activities so that value can be added relatively quickly.
This new capital will be deployed as soon as possible and we anticipate that
results will be announced over the coming weeks and months.

 

Details of the Placing

The Placing Price represents a discount of approximately 24 per cent. to the
closing mid-market price of the common shares on 14(th) February 2024, being
the last trading day prior to the release of this announcement of the Placing.

 

The Placing Shares will, when issued, represent approximately 8.99 per cent of
the existing common shares and will represent approximately 8.25 per cent. of
the enlarged share capital of the Company.

 

The Placing was undertaken by Turner Pope Investments (TPI) Ltd ("Turner Pope"
or "TPI"), the Company's Joint Broker.

Placing Agreement, Admission and Total Voting Rights

The Company and Turner Pope have entered into a placing agreement ("Placing
Agreement") pursuant to which Turner Pope agreed to use its reasonable
endeavours to procure placees pursuant to the Placing. The Placing Agreement
contains certain warranties and indemnities given by the Company in favour of
Turner Pope. It also contains provisions entitling Turner Pope to terminate
the Placing Agreement prior to Admission if, among other things, a breach of
any of the warranties occurs.

Completion of the Placing is subject, amongst other things, to the 16,949,152
New Common Shares being admitted to trading on AIM and is also conditional
upon the Placing Agreement becoming unconditional in all respects and not
being terminated in accordance with its terms. Application will be made for
Admission. It is expected that Admission will become effective at 8.00am (GMT)
on or around 21(st) February 2024.

Following the issue of the 16,949,152 New Common Shares, which on Admission
will rank pari passu with the existing common shares, the total number of
common shares in issue with voting rights in the Company will be 205,509,452.

The above figure of 205,509,452 common shares may therefore be used by
shareholders as the denominator for the calculation by which they may
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

The Placing is subject to approval of the TSX-V.

Principal Terms of the Investor Warrants

The Investor Warrants are constituted pursuant to a Warrant Indenture by way
of deed poll to be executed by the Company.

The principal terms of the Investor Warrants are as follows:

a) a holder of Investor Warrants will have the right at any time prior to
21(st) February 2026 upon written notice to subscribe for new common shares of
no par value on the basis of one new common share for each Investor Warrant
held, exercisable at US$0.0558 (approximately 4.425p) per new common share,
being a premium of 50% to the Placing Price (based on US$1.2612/£1.00
conversion rate).;

b) the Investor Warrants will not be listed or admitted to trading on any
exchange, including without limitation AIM or TSX-V; and

c) the subscription rights under the Investor Warrants will be subject to
adjustment in the event of various corporate actions affecting the share
capital of the Company.

 

Broker Warrants

 

In connection with the Placing, TPI will be issued with 1,694,915 broker
warrants ("Broker Warrants"), the principal terms of which are as follows:

 

a) TPI will have the right at any time prior to 21(st) February 2029, upon
written notice, to subscribe for new common shares on the basis of one new
common share for each Broker Warrant held, exercisable at US$0.0372
(approximately 2.95p) per new common share being a price equal to the Placing
Price (based on US$1.2612/£1.00 conversion rate);

 

b) the Broker Warrants will not be listed or admitted to trading on any
exchange, including without limitation AIM or TSX-V; and

 

c) the subscription rights under the Broker Warrants will be subject to
adjustment in the event of various corporate actions affecting the share
capital of the Company.

 

 

Orosur CEO Brad George commented:

 

"We are pleased with the positive response to our Placing. Whilst we continue
negotiations on the Anza project, which remains the core asset, we will be
deploying funds on our exploration projects where we expect relatively early
results and news-flow over the coming weeks and months".

 

 

For further information, visit www.orosur.ca (http://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 & Broker

Jeff Keating / Caroline Rowe / Kasia Brzozowska

Tel: +44 (0) 20 3 470 0470

 

Turner Pope Investments (TPI) Ltd - Joint Broker

Andy Thacker/James Pope

Tel: +44 (0)20 3657 0050

 

Flagstaff Communications

Tim Thompson

Mark Edwards

Fergus Mellon

orosur@flagstaffcomms.com (mailto: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 Venture Exchange nor its Regulation Services Provider (as that
term is defined in policies of the TSX Venture Exchange) 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, Nigeria and Brazil,

 

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 and information include, without limitation, the
closing of the Placing, the use of net proceeds of the Placing, the
progression of the Company's exploration plans in Colombia and the ability of
the Company to conclude negotiations with the Company's partners in Colombia,
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. 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 the most
recent MD&A's of the Company. 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.

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