NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933 (AS AMENDED)) OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.
- Share placement raises £4 million
- Appointment of joint broker
- Drilling commenced in Colombia
LONDON, UK / ACCESSWIRE / November 30, 2020 / Orosur Mining Inc. ("Orosur" or the "Company") (TSX:OMI)(AIM:OMI), announces that it has raised the sum of £4 million (before expenses) through an oversubscribed placing of 23,529,412 new common shares of no par value ("Placing Shares" or "New Common Shares") at a price of 17 pence per Placing Share ("Placing Price"), together with a grant of one unlisted warrant ("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 net proceeds of the Placing will be used to fund the general working capital of the Company, to strengthen the Company's position in relation to the Anzá project and to allow the Company to evaluate and potentially pursue other attractive exploration projects.
Details of the Placing
The Placing Price represents a discount of approximately 22 per cent. to the 5 day VWAP of the common shares up to and including 27 November 2020, and a discount of approximately 30 per cent to the closing mid-market price of 24.5 pence per common share on 27 November 2020, being the last trading day prior to the release of this announcement of the Placing.
The Placing Shares will, when issued, represent approximately 14.4 per cent of the existing common shares and will represent approximately 12.6 per cent. of the enlarged share capital of the Company.
Appointment of Joint Broker
The Placing was undertaken by Turner Pope Investments (TPI) Ltd ("Turner Pope or TPI"), which has been appointed as Joint Broker to the Company.
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 23,529,412 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 7 December 2020. The Company has relied upon the exemption described in Section 602.1 of the TSX Company Manual with respect to TSX private placement rules since the Company qualifies as an Eligible Interlisted Issuer.
Following the issue of the 23,529,412 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 187,058,753.
The above figure of 187,058,753 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.
Principal Terms of the Warrants
The Warrants are constituted pursuant to a Warrant Indenture to be entered into between the Computershare Trust Company of Canada and the Company.
The principal terms of the Warrants are as follows:
a) a holder of Warrants (a "Warrantholder") will have the right at any time prior to 7 December 2022 upon written notice to subscribe for new common shares on the basis of one new common share for each Warrant held, at 25.5 pence per new common share;
b) the Warrants will not be listed or admitted to trading on any exchange, including without limitation AIM or TSX; and
c) the subscription rights under the Warrants will be subject to adjustment in the event of various corporate actions affecting the share capital of the Company.
Commencement of Drilling in Colombia
As previously announced on 10 November 2020, the first drilling rig had arrived on site at the Anzá project and planning was underway to commence drilling as soon as possible.
The Company is pleased to announce that drilling at the Anzá project commenced as planned on 15 November 2020 and is progressing well.
A second drilling rig has now arrived on site and once the required logistical requirements are fully in place, it is anticipated that this rig will commence operation within the next seven days.
Orosur CEO Brad George commented:
"We are pleased and excited by the positive response from the investment community, as testament to how well the Anzá project is viewed. This oversubscribed placement strengthens our balance sheet and will allow us to sustain our position with respect to the Anzá JV for some considerable time as the current drilling program ramps up and continues into 2021."
For further information, please contact:
Orosur Mining Inc
Louis Castro, Chairman,
Brad George, CEO
[email protected]
Tel: +1 (778) 373-0100
SP Angel Corporate Finance LLP - Nomad & Joint Broker
Jeff Keating / Caroline Rowe
Tel: +44 (0) 20 3 470 0470
Turner Pope Investments (TPI) Ltd - Joint Broker
Andy Thacker
Tel: +44 (0)20 3657 0050
Flagstaff Communications and Investor Communications
Tim Thompson
Mark Edwards
Fergus Mellon
[email protected]
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 Regulation ("MAR"). Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.
About Orosur Mining Inc.
Orosur Mining Inc. (TSX: OMI; AIM: OMI) is a precious metals developer and explorer focused on identifying and advancing gold projects in South America. The Company operates in Colombia and Uruguay.
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 include, without limitation, statements relating to completion of the Placing, the use of proceeds and the exploration plans in Colombia. 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 Section "Risks Factors" of the MDA and the Annual Information Form. 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.
Important Information
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom and Canada). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan, or in any jurisdiction in which such offer or solicitation is unlawful.
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SOURCE: Orosur Mining Inc