REG - Orosur Mining Inc - Upsize of Brokered Private Placement up to C$20M

Orosur MiningAnnouncement

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RNS Number : 9373Z  Orosur Mining Inc  18 September 2025

 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
OROSUR MINING INC. OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OROSUR
MINING INC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) AS RETAINED AS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Orosur Announces Upsize of Brokered Private Placement for Gross Proceeds of up
to C$20.0 Million

 

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

 

Toronto, September 18, 2025. Orosur Mining Inc. ("Orosur" or the "Company")
(TSX-V/AIM:OMI) is pleased to announce that as a result of strong investor
demand, the Company has increased the size of its previously announced "best
efforts" private placement (the "Base Offering") from gross proceeds of up to
C$15,000,000 to gross proceeds of up to C$18,000,000. Pursuant to the upsized
Base Offering, the Company will sell up to 52,941,177 common shares of the
Company (the "New Common Shares") at a price of C$0.34 (being approximately
GBP £0.1809 at an exchange rate of GBP £1.88 to CAD) per New Common Share
(the "Offering Price"). Red Cloud Securities Inc. ("Red Cloud") is acting as
lead agent and sole bookrunner on behalf of a syndicate of agents
(collectively, the "Agents"), together with U.K. corporate brokers Turner Pope
Investments (TPI) Ltd. and with Greenwood Capital Partners Limited (together,
the "U.K. Brokers") under the Offering.

 

The Company has also granted the Agents the 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 New Common Shares at the Offering Price for up to an additional
C$2,000,000 in gross proceeds (the "Agents' Option", and together with the
Base Offering, the "Offering"). The New Common Shares issued pursuant to the
Base Offering together with any New Common Shares which may be issued pursuant
to the Agents' Option to be referred to as the "Offer Shares".

 

Subject to compliance with applicable regulatory requirements and in
accordance with National Instrument 45-106 - Prospectus Exemptions ("NI
45-106"), the Offer Shares that may be sold in Canada under the Offering will
be offered for sale to purchasers in all the Provinces of Canada, except for
Quebec, 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 (the "Listed
Issuer Financing Exemption"). The Offer Shares issued under the Listed Issuer
Financing Exemption will not be subject to a hold period under Canadian
securities legislation. The Offer Shares issued under the Offering may also be
offered for sale to purchasers outside of Canada, including but not limited to
purchaser's resident in the United States, pursuant to one or more exemptions
from registration requirements of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act").

 

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 September 30, 2025 (the
"Closing Date"), or such other date as the Company and Red Cloud may agree
(being no later than October 17, 2025) 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") and admission to the AIM
Market of London Stock Exchange plc ("AIM").

 

The Offering will allow the Company to make use of its joint listing on the
TSX-V and AIM to broaden its shareholder base, including institutional
investors in Canada, the UK and certain other foreign jurisdictions, and is
expected to improve the liquidity of the Company's common shares.

 

There is an amended offering document (the "Amended Offering Document")
related to the Offering in Canada 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 in Canada should read the Amended Offering Document
before making an investment decision.

 

The UK Placing

 

The element of the Offering which shall be undertaken by the UK Brokers in the
UK, shall be carried out by way of a placing ("Placing") to institutional and
other eligible investors. The Company and the UK Brokers entered into a
placing agreement with the Company on September 17, 2025, under which, on the
terms and subject to the conditions set out in the placing agreement, the UK
Brokers, as agents for and on behalf of the Company, agreed to use their
respective reasonable endeavours to procure placees in the UK for the Offer
Shares at the Offering Price. The Placing is not being underwritten by the UK
Brokers or any other person.

 

The timing of the closing of the book and allocations are at the discretion of
the UK Brokers and the Agents, in consultation with the Company. Details of
the total number of Offer Shares will be announced as soon as practicable
after the close of the Offering via the Result of Placing Announcement.

 

The securities offered have not been, nor will they be, registered under the
U.S. Securities Act, or any state securities laws, and may not be offered,
sold or delivered, directly or indirectly, within the United States (as such
term is defined in Regulation S under the U.S. Securities Act), 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.

 

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 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 and Nigeria.

 

About the Anzá Project

 

Anzá is a gold exploration project ("Anzá Project"), comprising three
exploration licences, a small exploitation permit, and a number of exploration
licence applications totalling approximately 380km(2) in the prolific
Mid-Cauca belt of Colombia.

 

The Anzá Project is currently wholly-owned by Orosur via its subsidiaries,
Minera Anzá S.A. and Minera Monte Aguila 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.

 

Admission and Total Voting Rights

 

Application will be made for the Offer Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective on or
around October 1, 2025.

 

Assuming the issue of up to 58,823,530 Offer Shares, which, on Admission, will
rank pari passu with the existing common shares of the Company, the total
number of common shares in issue with voting rights in the Company will be
384,122,424. There are no shares held in treasury.

 

IMPORTANT NOTICE

This Announcement has been issued by, and is the sole responsibility, of the
Company.

Turner Pope Investments (TPI) Limited ("Turner Pope"), which is authorised and
regulated in the UK by the Financial Conduct Authority ("FCA"), is acting
exclusively for the Company and no one else in relation to the Placing element
of the Offering. Turner Pope is not acting for, and will not be responsible
to, any person other than the Company and is not advising any other person or
otherwise responsible to any person for providing the protections afforded to
clients of Turner Pope or for advising any other person in respect of the
Placing element of the Offering or any transaction, matter or arrangement
referred to in this Announcement. Turner Pope has not authorised the contents
of this Announcement and, apart from the responsibilities and liabilities, if
any, which may be imported on Turner Pope by the Financial Services and
Markets Act 2000 (as amended) ("FSMA") or the regulatory regime established
thereunder, no liability is accepted by Turner Pope for the accuracy of any
information or opinions contained in or for the omission of any information
from this Announcement, for which the Company and the directors of the Company
are solely responsible. Turner Pope accordingly disclaims all and any
liability whether arising in tort, contract or otherwise (save as referred to
above) in respect of this Announcement or any such statement.

Greenwood Capital Partners Limited ("Greenwood"), which is authorised and
regulated in the UK by the FCA, is acting exclusively for the Company and no
one else in relation to the Placing element of the Offering. Greenwood is not
acting for, and will not be responsible to, any person other than the Company
and is not advising any other person or otherwise responsible to any person
for providing the protections afforded to clients of Greenwood or for advising
any other person in respect of the Placing element of the Offering or any
transaction, matter or arrangement referred to in this Announcement. Greenwood
has not authorised the contents of this Announcement and, apart from the
responsibilities and liabilities, if any, which may be imported on Greenwood
by FSMA or the regulatory regime established thereunder, no liability is
accepted by Greenwood for the accuracy of any information or opinions
contained in or for the omission of any information from this Announcement,
for which the Company and the directors of the Company are solely responsible.
Greenwood accordingly disclaims all and any liability whether arising in tort,
contract or otherwise (save as referred to above) in respect of this
Announcement or any such statement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Turner Pope, Greenwood or by any of their respective representatives as to,
or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefor is expressly
disclaimed.

This Announcement does not constitute a recommendation concerning any
investor's option with respect to the Offering. Each investor or prospective
investor should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement and
publicly available information.

The distribution or transmission of this Announcement and the offering of the
New Common Shares in certain jurisdictions other than Canada and the UK may be
restricted or prohibited by law or regulation. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

The price and value of securities can go down as well as up. Past performance
is not a guide to future performance

Information to Distributors

The distribution of this Announcement and the offering of the New Common
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Turner Pope, Greenwood or any of their affiliates that
would permit an offering of the New Common Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to the New Common Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this Announcement comes are
required by the Company, Turner Pope and Greenwood to inform themselves about,
and to observe, such restrictions.

UK Product Governance Requirements

Solely for the purposes of the Product Governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the New
Common Shares have been subject to a product approval process, which has
determined that the New Common Shares are: (i) compatible with an end target
market of investors who meet the criteria of professional clients and eligible
counterparties, each as defined in the FCA Handbook Conduct of Business
Sourcebook; and (ii) eligible for distribution through all distribution
channels as are permitted by UK Product Governance Requirements (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the New Common Shares may decline
and investors could lose all or part of their investment; the New Common
Shares offer no guaranteed income and no capital protection; and an investment
in the New Common Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing element of the Offering. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Turner Pope and Greenwood
will only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the New Common Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the New Common Shares and determining appropriate
distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II and (c) local implementing measures
(together the "EU Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the New Common Shares have been
subject to product approval process, which has determined that the New Common
Shares are: (i) compatible with an end target market of (a) investors who meet
the criteria of professional clients and (b) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by EU Product Governance Requirements
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the New Common Shares
may decline and investors could lose all or part of their investment; the New
Common Shares offer no guaranteed income and no capital protection; and an
investment in the New Common Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.

The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing element of the Offering. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, Turner Pope and Greenwood
will only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the New Common Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the New Common Shares and determining appropriate
distribution channels.

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 news release are
made only as of the date of this news release. 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; future liquidity on the
TSX-V and AIM; 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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