Mr. Brad George reports

OROSUR MINING INC ANNOUNCES SHARE PLACING

Orosur Mining Inc. has raised the sum of 500,000 pounds sterling (before expenses) through a placing of 16,949,152 new common shares of no par value at a price of 2.95 pence per placing share, together with a grant of one unlisted warrant to purchase one additional common share exercisable at 5.58 U.S. cents (approximately 4.425 pence) for every placing share subscribed for. Completion of the placing is subject, amongst other things, to admission of the new common shares to trading on the Alternative Investment Market.

The company held cash of $1.72-million (U.S.) (approximately 1.36 million pounds sterling) as at Jan. 26, 2024, but wished to raise capital to undertake specific exploration activities. Accordingly, the net proceeds of the placing will be used to progress the company's exploration projects whilst negotiations are concluded with the company's partners in Colombia. Each project is at a stage where lower sums of capital can be applied to achieve results in a shorter time frame. The board of directors of the company believes that the projects have considerable potential. The company has conducted this placing to finance these exploration activities so that value can be added relatively quickly. This new capital will be deployed as soon as possible and the company anticipates that results will be announced over the coming weeks and months.

Details of the placing

The placing price represents a discount of approximately 24 per cent to the closing mid-market price of the common shares on Feb. 14, 2024, being the last trading day prior to the release of this announcement of the placing.

The placing shares will, when issued, represent approximately 8.99 per cent of the existing common shares and will represent approximately 8.25 per cent of the enlarged share capital of the company.

The placing was undertaken by Turner Pope Investments (TPI) Ltd., the company's joint broker.

Placing agreement, admission and total voting rights

The company and Turner Pope have entered into a 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 16,949,152 new common shares being admitted to trading on the 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 a.m. (GMT) on or around Feb. 21, 2024.

Following the issue of the 16,949,152 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 205,509,452.

The above figure of 205,509,452 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 Financial Conduct Authority's disclosure guidance and transparency rules.

The placing is subject to approval of the TSX Venture Exchange.

Principal terms of the investor warrants

The investor warrants are constituted pursuant to a warrant indenture by way of deed poll to be executed by the company.

The principal terms of the investor warrants are as follows:

1. A holder of investor warrants will have the right at any time prior to Feb. 21, 2026, upon written notice to subscribe for new common shares of no par value on the basis of one new common share for each investor warrant held, exercisable at 5.58 U.S. cents (approximately 4.425 pence) per new common share, being a premium of 50 per cent to the Placing price (based on $1.2612 (U.S.)/one pound sterling conversion rate);
2. The investor warrants will not be listed or admitted to trading on any exchange, including, without limitation, the AIM or TSX-V;
3. The subscription rights under the investor warrants will be subject to adjustment in the event of various corporate actions affecting the share capital of the company.

Broker warrants

In connection with the placing, TPI will be issued with 1,694,915 broker warrants, the principal terms of which are as follows:

1. TPI will have the right at any time prior to Feb. 21, 2029, upon written notice, to subscribe for new common shares on the basis of one new common share for each broker warrant held, exercisable at 3.72 U.S. cents (approximately 2.95 pence) per new common share being a price equal to the placing price (based on $1.2612 (U.S.)/one pound sterling conversion rate);
2. The broker warrants will not be listed or admitted to trading on any exchange, including, without limitation, the AIM or TSX-V;
3. The subscription rights under the broker warrants will be subject to adjustment in the event of various corporate actions affecting the share capital of the company.

Orosur chief executive officer Brad George commented:

"We are pleased with the positive response to our placing. Whilst we continue negotiations on the Anza project, which remains the core asset, we will be deploying funds on our exploration projects where we expect relatively early results and news flow over the coming weeks and months."

About Orosur Mining Inc.

Orosur Mining is a minerals explorer and developer currently operating in Colombia, Argentina, Nigeria and Brazil.

We seek Safe Harbor.