Star Metro - Orosur Announces Brokered Private Placement for Gross Proceeds of up to C$14.0 Million

TORONTO, ON / ACCESS Newswire / September 22, 2026 / Orosur Mining Inc. ("Orosur" or the "Company") (TSXV:OMI)(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, together with U.K. corporate brokers Turner Pope Investments (TPI) Ltd. ("Turner Pope") and Greenwood Capital Partners Limited ("Greenwood", and together with Turner Pope, together the "U.K. Brokers"), in connection with a best efforts private placement (the "Base Offering") for gross proceeds of up to C$14,000,000 from the sale of up to 43,750,000 units of the Company (the "Units") at a price of C$0.32 (being approximately GBP £0.17 at an exchange rate of GBP £0.5328 to C$1.00) per Unit (the "Offering Price").

Each Unit will consist of one common share of the Company (each, a "Common 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", and the Warrant Shares underlying the Warrants together with the Common Shares to be referred to as the "Underlying Securities") at a price of US$0.32 (being approximately C$0.45 at an exchange rate of US$0.7109 to C$1.00 and approximately GBP £0.24 at the exchange rate noted above) at any time during the period beginning on the date that is 61 days following the Closing Date as hereinafter defined) and ending on the date which is 24 months following the Closing Date (as herein defined).

The Company has also granted the Agent the option, exercisable in full or in part, up to 48 hours prior to the Closing Date, to sell up to an additional 6,250,000 Units at the Offering Price for up to an additional C$2,000,000 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"), up to 43,125,000 Units (the "LIFE Units") may be offered and sold in Canada to purchasers resident in the provinces of Alberta, British Columbia, Manitoba, Ontario, and Saskatchewan 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 (the "Listed Issuer Financing Exemption"). The Underlying Securities from the sale of the LIFE Units will not be subject to a hold period under Canadian securities legislation. All Units not sold to Canadian purchasers pursuant to the Listed Issuer Financing Exemption (the "Non-LIFE Units") will be offered by way of the "accredited investor" and "minimum amount investment" exemptions under NI 45-106 in the Canadian Selling Jurisdictions. The Underlying Securities issuable from the sale of Non-LIFE Units will be subject to a hold period in Canada under Canadian securities legislation. The Units may also be offered for sale to purchasers outside of Canada, including but not limited to purchasers resident in the United States, pursuant to an available exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and similar exemptions under applicable securities laws of any state of the United States (as such term is defined in Rule 902(l) of Regulation S under the U.S. Securities Act).

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.

The Offering is scheduled to close on or around October 6, 2026 (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") and admission of the Common Shares to the AIM Market of London Stock Exchange plc ("AIM").

The Offering will allow the Company to make use of its joint listing on the TSX-V and AIM to broaden its shareholder base, including institutional investors in Canada, the U.K. and certain other foreign jurisdictions, and is expected to improve the liquidity of the Common Shares.

There is an offering document (the "Offering Document") related to the Offering in Canada 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 in Canada should read the Offering Document before making an investment decision.

The securities offered have not been, nor will they be, registered under the U.S. Securities Act, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act), absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.

The U.K. Placing

The element of the Offering which shall be undertaken by the U.K. Brokers in the U.K., shall be carried out by way of a placing ("Placing") to institutional and other eligible investors. The Company and the U.K. Brokers have today entered into a placing agreement with the Company under which, on the terms and subject to the conditions set out in the placing agreement, the U.K. Brokers, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure placees in the U.K. for the Units at the Offering Price. The Placing is not being underwritten by the U.K. Brokers or any other person.

The timing of the closing of the book and allocations are at the discretion of the U.K. Brokers and the Agent, in consultation with the Company. Details of the total number of Units, together with any Units which may be issued pursuant to the Agent's Option (together "Offered Units"), will be announced as soon as practicable after the close of the Offering via a 'Results of Placing' announcement.

Admission and Total Voting Rights

Application will be made for the Common Shares underlying the Offered Units to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on or around October 7, 2026.

Assuming the issue of up to 43,750,000 Offered Units, 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 445,946,324. There are no shares held in treasury.

About Orosur Mining Inc.

Orosur Mining Inc. (TSXV:OMI)(AIM:OMI) is a minerals explorer and developer currently operating the Anza Project in Antioquia, Colombia and El Pantano in Santa Cruz, Argentina.

About the Anzá Project

Anzá is a gold exploration project ("Anzá Project"), comprising several exploration licences, and a number of exploration licence applications totalling approximately 530km² in the prolific Mid-Cauca belt of Colombia.

The Anzá Project is wholly-owned by Orosur via its subsidiaries, Minera Anzá S.A. and Minera Monte Aguila 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.

For further information, visit www.orosur.ca, follow on X @orosurm or please contact:

Orosur Mining Inc
Louis Castro, Executive Chairman,
Brad George, CEO
[email protected]
Tel: +1 (778) 373-0100

SP Angel Corporate Finance LLP - Nomad & Joint Broker
Jen Clarke /Caroline Rowe/ Devik Mehta
Tel: +44 (0) 20 3470 0470

Turner Pope Investments (TPI) Ltd. - Joint Broker
Andy Thacker / Guy McDougall
Tel: +44 (0)20 3657 0050

Flagstaff Communications and Investor Communications
Tim Thompson
Allison Allfrey
Fergus Mellon
[email protected]
Tel: +44 (0)207 129 1474

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

IMPORTANT NOTICES

This Announcement contains inside information for the purposes of Article 7 of the UK Market Abuse Regulation (Regulation (EU) 596/2014 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018) ("UK MAR"). It is disclosed in accordance with the Company's obligations under Article 17 of UK MAR.

This Announcement has been issued by, and is the sole responsibility, of the Company.

No prospectus has been, or will be, made available in connection with the matters contained in this Announcement and no such prospectus is required to be published under the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) (the "POATRs") (in respect of the United Kingdom) or Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") (in respect of the European Economic Area). This Announcement has not been approved by any competent regulatory authority.

Turner Pope, which is authorized and regulated in the U.K. by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company and no one else in relation to the Placing element of the Offering. Turner Pope is not acting for, and will not be responsible to, any person other than the Company and is not advising any other person or otherwise responsible to any person for providing the protections afforded to clients of Turner Pope or for advising any other person in respect of the Placing element of the Offering or any transaction, matter or arrangement referred to in this Announcement. Turner Pope has not authorized the contents of this Announcement and, apart from the responsibilities and liabilities, if any, which may be imported on Turner Pope by the Financial Services and Markets Act 2000 (as amended) ("FSMA") or the regulatory regime established thereunder, no liability is accepted by Turner Pope for the accuracy of any information or opinions contained in or for the omission of any information from this Announcement, for which the Company and the directors of the Company are solely responsible. Turner Pope accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this Announcement or any such statement.

Greenwood, which is authorized and regulated in the U.K. by the FCA, is acting exclusively for the Company and no one else in relation to the Placing element of the Offering. Greenwood is not acting for, and will not be responsible to, any person other than the Company and is not advising any other person or otherwise responsible to any person for providing the protections afforded to clients of Greenwood or for advising any other person in respect of the Placing element of the Offering or any transaction, matter or arrangement referred to in this Announcement. Greenwood has not authorized the contents of this Announcement and, apart from the responsibilities and liabilities, if any, which may be imported on Greenwood by FSMA or the regulatory regime established thereunder, no liability is accepted by Greenwood for the accuracy of any information or opinions contained in or for the omission of any information from this Announcement, for which the Company and the directors of the Company are solely responsible. Greenwood accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this Announcement or any such statement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Turner Pope or Greenwood, or by any of their respective affiliates, agents, directors, officers or employees, as to or in relation to the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The Common Shares will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange and the TSX-V in Canada.

The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

IMPORTANT INFORMATION

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE OFFERING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS DIRECTED ONLY AT, AND IS INTENDED FOR, PERSONS WHO: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (B) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR"), AND WHO ALSO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (SI 2005/1529), AS AMENDED (THE "ORDER"), OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (C) ANY OTHER PERSON TO WHOM THIS ANNOUNCEMENT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE COMMON SHARES. THE PRICE OF THE COMMON SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR COMMON SHARES.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Offering and/or the issue of the Common Shares in certain jurisdictions may be restricted by law. This Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in Australia, Japan, the Republic of South Africa or any other jurisdiction in which the same would be unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

UK Product Governance

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Common Shares have been subject to a product approval process, which has determined that the Common Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").

Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Common Shares may decline and investors could lose all or part of their investment; the Common Shares offer no guaranteed income and no capital protection; and an investment in the Common Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Turner Pope and Greenwood will only procure investors who meet the criteria of professional clients and eligible counterparties as defined under COBS.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Common Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Common Shares and determining appropriate distribution channels.

EEA Product Governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Common Shares have been subject to a product approval process which has determined that they are: (i) compatible with an end target market of professional clients and eligible counterparties as defined in MiFID II; and (ii) eligible for distribution through all distribution channels permitted by MiFID II (the "EU Target Market Assessment").

Notwithstanding the EU Target Market Assessment, distributors should note that the price of the Common Shares may decline and investors could lose all or part of their investment; the Common Shares offer no guaranteed income and no capital protection; and an investment in the Common Shares is compatible only with investors capable of evaluating the merits and risks of such an investment (either alone or with an appropriate adviser) who have sufficient resources to bear any losses that may result. The EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offering, and Turner Pope and Greenwood will only procure investors who meet the criteria of professional clients and eligible counterparties as defined in MiFID II.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action with respect to, the Common Shares. Each distributor is responsible for undertaking its own target market assessment and determining appropriate distribution channels.

General

This Announcement does not constitute a recommendation concerning any investment decision with respect to the Offering. Each investor or prospective investor should conduct their own independent investigation, analysis and evaluation of the business and data described in this Announcement and the publicly available information relating to the Company. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Common Shares.

No statement in this Announcement, or in any previous announcement or presentation issued by the Company, was or is intended to be a profit forecast or estimate, and no statement in this Announcement, or in any previous announcement or presentation issued by the Company, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of the Common Shares and any income from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Common Shares. Past performance is not a guide to future performance. Persons needing advice should consult an independent financial adviser.

Forward Looking Statements:

All statements, other than statements of historical fact, contained in this Announcement constitute "forward-looking information" within the meaning of applicable Canadian and United States securities laws, and equivalent provincial and territorial legislation. Such statements are based upon the Company's current internal expectations, estimates, projections, assumptions and beliefs and are made only as of the date of this Announcement.

Forward-looking statements and forward-looking information include, but are not limited to, statements concerning: future exploration plans at the Company's mineral properties, including exploration timelines and anticipated costs; the Company's expectations with respect to the use of proceeds following completion of the Offering; the completion of the Offering and the Agent's Option and the date of such completion; future liquidity on the TSX-V and AIM; and the completion of the Company's business objectives, and the timing, costs and benefits thereof. Forward-looking statements or forward-looking information can often 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 such statements, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of 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 licences, 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 the Canadian dollar, US dollar and other 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 materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the 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, including its most recent Annual Information Form and Management's Discussion and Analysis, which are available on SEDAR+ at www.sedarplus.ca and on the Company's website.

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.

SOURCE: Orosur Mining Inc.

View the original press release on ACCESS Newswire

M.Johnson--SMC