Orosur Mining Inc Announces Close of Private Placement for Gross Proceed C$20M

Rhea-AI Summary

Orosur Mining (TSX-V:OMI / AIM:OMI) closed an oversubscribed brokered private placement for aggregate gross proceeds of C$20.0 million on October 2, 2025, including full exercise of the agents' option for C$2.0 million. The Company issued 58,823,530 common shares at C$0.34 per share. Net proceeds will be used principally to advance the Anzá exploration project in Colombia and for general working capital.

Commissions paid totaled approximately C$1,326,634 (agents C$809,995.80; UK brokers & SP Angel £274,807.44 ≈ C$516,638). Following the close and recent warrant exercises, total shares outstanding will be 385,163,924. Related party 1832 Asset Management subscribed for 4,412,000 shares and will hold ~11.5%.

Positive

• Gross proceeds C$20.0M raised to fund exploration and working capital
• Offering fully subscribed, including full exercise of C$2.0M agents' option
• Immediate funding available for the Anzá project in Colombia
• 36.76M shares sold in Canada under listed issuer financing exemption with no Canadian hold period

Negative

• Dilution: issuance of 58.82M new shares increases total to 385.16M shares (shareholder dilution ~18.9% on pre-offering base)
• Transaction costs C$1.33M reduce net proceeds available for operations
• Related party concentration: 1832 increases holding to 11.5%, raising investor governance scrutiny
• Regulatory condition: closing remains subject to final TSX Venture Exchange approval

Orosur Announces Closing of Brokered Private Placement for Gross Proceeds of C$20.0 Million

LONDON, UK, AL / ACCESS Newswire / October 2, 2025 / Orosur Mining Inc. ("Orosur" or the "Company") (TSX-V:OMI)(AIM:OMI) is pleased to announce the closing of its previously announced and oversubscribed "best efforts" private placement offering (the "Offering") for aggregate gross proceeds of approximately C$20,000,000, which includes the full exercise of the agents' option for gross proceeds of C$2,000,000. Under the Offering, the Company sold an aggregate of 58,823,530 common shares of the Company (the "Shares") at a price of C$0.34 per Share (being approximately GBP £0.1809 at an exchange rate of GBP £1.88 to CAD).

Red Cloud Securities Inc. ("Red Cloud"), lead agent and sole bookrunner, and Paradigm Capital Inc. (together with Red Cloud, the "Agents") acted as agents in connection with the Offering. In consideration for their services, the Agents received a cash commission of C$809,995.80. Turner Pope Investments (TPI) Ltd, Greenwood Capital Partners Limited (collectively, the "U.K. Brokers") and the Company's Nominated Adviser, SP Angel Corporate Finance LLP ("SP Angel"), acted as brokers in connection with a portion of the Offering in the United Kingdom. In consideration of their services, the U.K. Brokers and SP Angel received aggregate cash commissions and fees of £274,807.44 (equivalent to C$516,638).

In accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), 36,764,706 Shares were sold to purchasers resident in Canada 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. Such Shares are not subject to a hold period under Canadian securities laws.

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.

Application has been made for the 58,823,530 Shares, which rank pari passu with the existing common shares in issue, to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings will occur at 8:00 a.m. (UK time) on or around October 3rd, 2025.

The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.

Related Party Transaction

As part of the Offering, 1832 Asset Management L.P. ("1832") through investment funds it advises has subscribed for 4,412,000 Shares. The participation in the Offering by 1832, a substantial shareholder in the Company, constitutes a related party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies and 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, has exceeded 25% of the Company's market capitalization (as determined under MI 61-101). The Board, all of whom are considered Directors independent of the Offering, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the participation by 1832 is fair and reasonable insofar as the shareholders of the Company are concerned.

Following the closing of the Offering, 1832 will have a beneficial interest in 44,027,000 Shares, representing approximately 11.5% of the issued and outstanding share capital of the Company.

Total Voting Rights

Following the closing of the Offering and exercise of warrants totaling 581,500 from the Company's block listing announced January 8, 2025 for a total consideration of C$145,375 and for the purposes of the Disclosure Guidance and Transparency Rules, the Company will have 385,163,924 Shares in issue. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the issued share capital of the Company.

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-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.

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. 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; the Company's expectations with respect to the use of proceeds and the use of the available funds following the completion of the Offering; 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; 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

SOURCE: Orosur Mining Inc.

View the original press release on ACCESS Newswire

FAQ

How much did Orosur (TSX-V:OMI) raise in the private placement on October 2, 2025?

Orosur raised C$20.0 million in a brokered private placement, including a C$2.0M agents' option exercise.

How many new shares did Orosur issue at C$0.34 in the October 2025 offering?

The Company issued 58,823,530 common shares at C$0.34 per share.

What will Orosur use the C$20M proceeds for after the October 2025 close?

Net proceeds will be used principally to advance the Anzá exploration project in Colombia and for general working capital.

How does the private placement affect Orosur's shares outstanding and dilution?

Following closing and recent warrant exercises, shares outstanding rise to 385,163,924, diluting pre-offering holders by roughly ~18.9% on a simple basis.

What were the fees paid by Orosur for the October 2025 offering?

Total cash commissions and fees were approximately C$1,326,634 (agents C$809,995.80; UK brokers and SP Angel ≈ C$516,638).

Did any related parties participate in Orosur's October 2025 offering?

Yes. 1832 Asset Management subscribed for 4,412,000 shares and will hold about 11.5% of the company post-close.

Is the Orosur private placement subject to any regulatory approvals?

Yes. The closing remains subject to final approval by the TSX Venture Exchange, and AIM admission was applied for to trade the new shares.