Star Metro - Orosur Mining Inc Announces Closing of Private Placement for C$16 Million

Each Unit consists 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 entitles the holder to purchase one Common Share (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$0.46 and approximately GBP £0.24) for a period of 24 months following closing of the Offering.

The Company intends to use the net proceeds of the Offering, which should fund the Company into late 2027, principally to advance the Company's Anzá exploration project in Colombia as well as for general working capital and corporate purposes.

Red Cloud Securities Inc. ("Red Cloud") acted as sole agent and bookrunner in connection with the Offering. In consideration for its services, Red Cloud received a cash commission of C$520,000. Turner Pope Investments (TPI) Ltd and Greenwood Capital Partners Limited (collectively, the "U.K. Brokers") acted as brokers in connection with a portion of the Offering in the United Kingdom. In consideration of their services, the U.K. Brokers received aggregate cash commissions and fees of £239,760 (equivalent to approximately C$451,600).

26,562,500 Units (the "Exempt Units") were issued in accordance with Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, or pursuant to OSC Rule 72-503 - Distributions Outside of Canada. The Underlying Securities from the sale of the Exempt Units are not subject to a hold period under Canadian securities legislation.

There is an offering document dated September 22, 2026 (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.

Admission and Total Voting Rights

Application has been made for the 50,000,000 Common 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 7, 2026. Application has also been made for the 25,000,000 Common Shares, which will satisfy the future exercise of Warrants, to be admitted to the Company's block listing facility on or around October 7, 2026. The Warrants will not be admitted to trading and are not being exercised at this time.

Following the issue of 50,000,000 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 452,196,324. 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 in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules. There are no shares held in treasury.

The closing of the Offering remains subject to the final approval of the TSX Venture Exchange (the "TSX-V").

The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (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.

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
Alison Allfrey
Fergus Mellon
[email protected]
Tel: +44 (0)207 129 1474

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 final approval of the Offering from the TSX-V; 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; final approval for the Offering by the TSX-V; 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.

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 [email protected] or visit www.rns.com.

SOURCE: Orosur Mining Inc

View the original press release on ACCESS Newswire

W.Fortin--SMC