Share Placing

London, 15th 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 14th 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 21st 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 holder of Investor Warrants will have the right at any time prior to 21st 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).;
• the Investor Warrants will not be listed or admitted to trading on any exchange, including without limitation AIM or TSX-V; and
• 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:

• TPI will have the right at any time prior to 21st 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);
• the Broker Warrants will not be listed or admitted to trading on any exchange, including without limitation AIM or TSX-V; and
• 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".