Mr. Ignacio Salazar reports

OROSUR ENTERS INTO STRATEGIC AGREEMENT AND CLOSES US$2.0M PRIVATE PLACEMENT WITH NEWMONT FOR EXPLORATION OF ANZA PROPERTY IN COLOMBIA

Orosur Mining Inc. has completed a non-brokered private placement of $2-million (U.S.) with Newmont Mining Corp. and an exploration agreement with venture option with Newmont Colombia SAS, a wholly owned subsidiary of Newmont, for the Anza exploration property in Colombia.

Anza project

The Anza project is located in Antioquia, Colombia, and comprises total landholdings of 207.5 square kilometres in exploitation and exploration concessions and concession applications, covering more than a 20 km segment of the prospective Tonusco fault.

Exploration and option agreement

The exploration and option agreement includes a three-phase earn-in structure allowing Newmont to earn up to a 75-per-cent ownership interest in the Anza project by spending a minimum of $30-million (U.S.) in qualifying expenditures over 12 years, completing a National Instrument 43-101-compliant feasibility study and making cash payments to Orosur equalling a total of $4-million (U.S.) over phases 1 and 2.

In phase 1, Newmont may earn a 51-per-cent ownership interest by spending $10-million (U.S.) in qualifying expenditures over four years and making cash payments to Orosur equalling a total of $2-million (U.S.) during the first two years of the phase 1 earn-in period. Upon Newmont's completion of phase 1, it may elect, in its sole discretion, to exercise its option to form a joint venture with Orosur.

In phase 2, Newmont may elect to earn an additional 14-per-cent ownership interest in the Anza project by sole financing $20-million (U.S.) in qualifying expenditures within four years, completing an NI 43-101-compliant prefeasibility study and making cash payments to Orosur equalling a total of $2.0-million (U.S.).

In phase 3, Newmont may elect to earn an additional 10-per-cent ownership interest in the Anza project by completing an NI 43-101-compliant feasibility study within four years.

Joint financing and financing option

Upon Newmont completing the phase 3 earn-in, Orosur may elect for Newmont to solely finance all expenditures until the commencement of commercial production at the Anza project. If the company elects for Newmont to do so:

• Newmont's ownership interest shall increase by 5 per cent to 80 per cent in the Anza project.
• Upon the commencement of commercial production, Orosur shall commence contributing funds for adopted programs and budgets in proportion to its ownership interest or suffer dilution of its ownership interest.
• Newmont shall receive 90 per cent of Orosur's distribution of earnings or dividends until such time as the amounts received equal the aggregate amount of expenditures incurred by Newmont on behalf of Orosur, plus nominal interest.

Private placement

Newmont purchased 29,213,186 common shares at a price of 9.1 cents (0.054 British pound) per share for aggregate proceeds of $2-million (U.S.) which includes the initial advance of $250,000 previously announced on July 10, 2018. The figures are based on Canadian-dollar exchange rates of $1:0.5922 British pound and $1.3292:$1 (U.S.).

Application has been made for the new common shares to be admitted to trading on the Alternative Investment Market. It is expected that admission will become effective at 8 a.m. Greenwich Mean Time on or around Sept. 11, 2018. If admission is delayed, any variations to this timetable will be announced via a regulatory information service.

As a result of the private placement, the number of common shares issued and outstanding is 146,800,091. The total number of options and warrants outstanding shall remain unchanged at 17,207,677. The common shares issued pursuant to the private placement are subject to a hold period expiring four months and one day following the closing date in accordance with applicable Canadian securities laws.

After giving effect to the private placement, Newmont Mining owns approximately 19.9 per cent of the company's issued and outstanding common shares on an undiluted basis. As part of the private placement, Newmont was granted a right to participate in future equity offerings of Orosur to maintain its equity ownership level at 19.9 per cent.

Proceeds from the private placement will be used for testing and advancing the Anza project and/or for general working capital.

Ignacio Salazar, chief executive officer of Orosur, commented: "After a lengthy process of evaluating potential partnerships with a number of companies, we are very pleased to have entered into this significant transaction with an industry leader like Newmont, known for its exploration track record, proprietary technology, financial strength, and its focus on leading in safety, social and environmental responsibility.

"Completing the private placement and entering into the exploration and option agreement accomplishes a number of key strategic elements for Orosur. These include strengthening the company's cash position and providing a well-structured deal to advance the Anza project.

"We look forward to recommencing exploration efforts at Anza shortly and are excited to add the breadth of Newmont's exploration pedigree and backing to our efforts."

Advisers

Maxit Capital LP is acting as financial adviser to Orosur with respect to the transaction and Fasken Martineau DuMoulin LLP is acting as legal counsel.

About Orosur Mining Inc.

Orosur Mining is a fully integrated gold producer, developer and explorer focused on identifying and advancing gold projects in South America.

We seek Safe Harbor.