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Private Placement for Gross Proceeds up to C$5.0M

In brief · summary, not quotable

Orosur announces brokered private placement of up to C$5.0m at C$0.17 per unit.

  • Gross proceeds up to C$5.0m
  • Offering price per unit C$0.17
  • Units offered up to 29,411,764
  • Warrant exercise price C$0.25
  • Warrant duration 24 months from closing
Full announcement

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

London, March 12th, 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.

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.

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.

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.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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