Orosur Mining Inc.
Issuance of Options and RSUs
London, November 1, 2024 Orosur Mining Inc. ("Orosur" or "the Company") (TSXV: OMI) (AIM: OMI) announces the granting of an aggregate of 4,000,000 stock options over the Company's common shares ("Options") and an aggregate of 4,723,332 Restricted Stock Units ("RSUs") to directors, officers, employees and consultants, upon recommendation of the Company's Remuneration Committee as approved by shareholders at the Annual and Special Meeting held on December 19, 2023, full details of which are set out in the Company's 2023 Management Information Circular available on its website.
Award of Options and RSUs
In line with the Company's Equity Incentive Plan, officers, employees and consultants of the Company were granted a total of 1,750,000 Options and 1,680,000 RSUs and in addition, 2,250,000 Options and 1,350,000 RSUs were also granted to Directors, the first such awards made in more than two years. The Options shall vest in three equal parts: one third immediately, one third on the first anniversary of this grant and the final third on the second anniversary. The RSUs entitle the holder to new common shares of the Company upon the vesting conditions for the RSU being satisfied. There is no price paid for the RSUs. The RSUs shall vest in two equal parts: half on the first anniversary of this grant and half on the second anniversary.
All Options are exercisable at a price of Cdn$0.06 per common share, on or before November 1, 2034, which was the closing price of Orosur's shares on October 31, 2024 on the TSX Venture Exchange. This represents a premium of 19.6% over the closing price on the same day on AIM.
Issue of RSUs upon cancellation of options
The Company has also granted 1,693,332 RSUs to replace 5,758,332 options which have been cancelled pursuant to the resolution approved by shareholders at the Company's Annual and Special Meeting held in December 2023. Of these, officers, employees and consultants were granted a total of 733,332 RSUs and 960,000 RSUs were granted to Directors.
Further to the award and issue of Options and RSUs set out above, the total number of shares under Option and RSU is 13,596,665 which represents 5.8% of the non-diluted issued share capital of the Company.
A summary of Director and Officer option and RSU grants and resultant interests is as follows:
| Directors & Officers | RSUs Granted from cancellation of options |
RSUs awarded | Options awarded | Total RSUs and options held | % Shareholding currently held in the Company |
| Louis Castro | 0 | 0 | 1,800,000 | 4,640,000 | 0.11% |
| Brad George | 810,000 | 1,080,000 | 0 | 1,890,000 | 0.17% |
| Thomas Masney | 150,000 | 270,000 | 0 | 420,000 | - |
| Nick von Schirnding | 0 | 0 | 450,000 | 1,050,000 | -
|
| Omar Gonzalez | 0 | 0 | 250,000 | 250,000 | - |
| Joaquín Sarroca | 266,666 | 510,000 | 0 | 776.666 | 0.05% |
| Total | 1,226,666 | 1,860,000 | 2,500,000 | 9,026,666 | 0.33% |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons associated closely with them:
| 1 | Details of person discharging managerial responsibilities/person closely associated | |
| a) | Full Name | i. Louis Castro ii. Bradley George iii. Thomas Masney iv. Nick von Schirnding v. Joaquin Sarroca vi. Omar Gonzalez |
| 2 | Reason for notification | |
| a) | Position/Status | i) Chairman of the Board ii) CEO and Director iii) Non-Executive Director iv) Non-Executive Director v) Company Secretary and Corporate Counsel vi) CFO |
| b) | Initial notification/amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Orosur Mining Inc |
| b) | LEI | 213800CRYQM3M8G1OI19 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |
| a) | Description of the financial instrument, type of instrument | Options to subscribe for new common shares of no par value and Granting of Restricted Stock Units ("RSUs") |
| b) | Identification code | ISIN: CA6871961059 |
| c) | Nature of transaction | Grant of options and RSUs |
| d) | Prices and volumes | i) 1,800,000 Options and nil RSUs ii) 1,890,000 RSUs and nil Options iii) 420,000 RSUs and nil Options iv) 450,000 Options and nil RSUs v) 776,666 RSUs and nil Options vi) 250,000 Options and nil RSUs |
| e) | Aggregated information | Options 4,000,000 @ Cdn$0.06 and 4,732,332 RSUs at nil price |
| f) | Date of transaction | November 1, 2024 |
| g) | Place of transaction | Outside of trading venue |
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 & Broker
Jeff Keating / Caroline Rowe
Tel: +44 (0) 20 3 470 0470
Turner Pope Investments (TPI) Ltd - Joint Broker
Andy Thacker/James Pope
Tel: +44 (0)20 3657 0050
Flagstaff 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 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.
About Orosur Mining Inc.
Orosur Mining Inc. (TSXV: OMI; AIM: OMI) is a minerals explorer and developer currently operating in Colombia, Argentina and Nigeria.
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