Share Placing
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London, 30 September 2024. Orosur Mining Inc. ("Orosur" or the "Company") (TSX-V/AIM:OMI), announces that it has raised the sum of £835,000 (before expenses) through a placing of 30,035,971 new common shares of no par value ("Placing Shares" or "New Common Shares") at a price of 2.78 pence per Placing Share ("Placing Price"), together with a grant of one unlisted warrant to purchase one additional common share exercisable at US$0.0494 (approximately 3.697p) ("Investor Warrant") for every two Placing Shares 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$500,000 (approximately £370,000) as at 27 September 2024, and the additional funds will be used largely to progress the Company's Anzá exploration project in Colombia. Work at Anzá will include drilling at the Pepas prospect and the engagement of external consultants to examine results from 38,000m of drilling at the APTA prospect to determine if a Mineral Resource Estimate may be developed.
Details of the Placing
The Placing Price represents a discount of approximately 15 per cent. to the closing mid-market price of the common shares on 27 September 2024, being the last trading day prior to the release of this announcement of the Placing.
The Placing Shares will, when issued, represent approximately 14.6 per cent of the existing common shares and will represent approximately 12.7 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 30,035,971 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 4 October 2024.
Following the issue of the 30,035,971 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 235,620,423.
The above figure of 235,620,423 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. The Placing Price of 2.78 pence translates to 5.0 Canadian cents at the exchange rate of GBP1=CAD$1.8. No finder's fees have been paid as part of the placing.
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 4 October 2026 upon written notice to subscribe for new common shares on the basis of one new common share for every Investor Warrant held, at US$0.0494 (approximately 3.697p) per new common share, being a premium of 33% to the Placing Price (based on US$1.3362/£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 3,003,597 broker warrants ("Broker Warrants"), the principal terms of which are as follows:
- TPI will have the right at any time prior to 4 October 2029, upon written notice, to subscribe for new common shares on the basis of one new common share for each Broker Warrant held, at US$0.03715 (approximately 2.78p) per new common share;
- 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 at what is an exciting time for Orosur and indeed the gold market in general. The funds will be used to progress our Anzá Project, in particular a drilling program at Pepas and the engagement of external consultants to examine the potential of calculating a Mineral Resource Estimate at APTA. Our work programs are ready to go and we anticipate accelerated news flow going forward".
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