Orosur Mining
Inc. - Full Year 2024 Results
London, October 1st, 2024. Orosur Mining Inc. ("Orosur" or "the Company") (TSX-V: OMI)
(AIM: OMI) announces its audited results for the fiscal year ended
May 31, 2024. All dollar figures are stated in thousands of US$
unless otherwise noted. The audited financial statements of the
Company for the year ended May 31, 2024; the related management's
discussion and analysis ("MD&A"); and Forms 52-109FV1 will be
filed today and be available for review on the SEDAR+ website at
www.sedarplus.ca. The financial statements and the MD&A are
also available on the Company's website at
www.orosur.ca.
A link to the PDF version of the
financial statements is available here:
http://www.rns-pdf.londonstockexchange.com/rns/3454G_2-2024-9-30.pdf
A link to the PDF version of the
MD&A is available here:
http://www.rns-pdf.londonstockexchange.com/rns/3454G_1-2024-9-30.pdf
HIGHLIGHTS
In Colombia, during the earlier part of
the financial year, and whilst discussions were continuing on the
involvement of Monte Aguila in the Anza Project ("Anza Project"),
some limited activities did take place including mapping and
surface sampling; advancing the integration of smaller licences and
the promotion of relationships with local community groups to
strengthen the social licence to operate the Anza
Project.
Post the financial year end,
on September 10, 2024, the Company entered into a
sale and purchase agreement ("SPA") to acquire MMA, thereby
reassuming 100% of the Company's flagship Anza Project in Colombia.
Under the SPA, Orosur's wholly owned Canadian subsidiary, Waymar
Resources Ltd., will purchase all of the issued shares of MMA from
wholly owned subsidiaries of Newmont and Agnico resulting in Orosur
regaining 100% ownership of the Project (the "Acquisition"). No
cash is payable up front, with all consideration deferred and
wholly contingent upon commercial production from the Anza Project.
The agreed consideration payable to Newmont and Agnico consists of
a net smelter royalty of an aggregate amount of 1.5% on all future
mineral production, plus a further royalty of an aggregate amount
of US$75 per ounce of gold or gold equivalent ounce for the first
200,000 gold equivalent ounces of mineral production. Completion of
the Acquisition is subject to customary conditions including the
approval of the TSXV.
In Argentina, sampling and ground magnetic surveys recommenced after the
winter recess in September 2023 with the plan of completing
coverage of the highest priority parts of the project before more
detailed work could be commenced with a view to defining drill
targets.
The teams returned early in 2024 and
work was completed at the end of April 2024, with results
compiled and assessed. Examination of these data have supported the
Company's original thesis as to the prospectivity of El
Pantano. A regional scale SE-NW trending rift system
has been clearly mapped at El Pantano, approximately 20km in strike
length and 6km in width; the same style and scale of structural
architecture that is known to control the emplacement of major
gold/silver deposits elsewhere in the massif. Swarms of quartz
veins have been mapped over wide areas providing evidence of a
highly active epithermal system. The
Company is optimistic that it has identified a major, hitherto
unknown low-sulphidation epithermal system, potentially similar in
scale to that which produced the giant precious metal deposits at
Cerro Negro, Cerro Vanguardia and others.
The objective of the next phase of
work will be to focus down to areas within this rift system that
may be the most attractive structural conduits for fluid flow and
mineral deposition. Work programs may include more detailed
geochemistry, electrical geophysics (resistivity and IP) and
reconnaissance drilling. In the meantime, the Company has completed
and submitted all the necessary environmental studies that are
required as part of the Santa Cruz Province drilling
permit process. Consideration of these reports and drilling
approval was expected to take several months and it is thus
anticipated the Company will have drilling permits later in
calendar 2024.
In Nigeria, on October 16, 2023 the
Company announced that it had signed a joint venture agreement over
4 licences in the Nigerian lithium belt ("Lithium Project").
The Company via a new 100%
owned UK subsidiary, Lithium West
Limited ("Lithium West"), may earn up to 70% equity in the
Lithium Project in two phases: Phase 1 - Lithium West can earn
51% equity in the Lithium Project by spending a total
of US$3million over a maximum of three years. Phase 2 -
Lithium West can earn an additional 19% equity in the Lithium
Project, up to a total of 70%, by spending an
additional US$2million over a maximum of two years. Field
work began immediately after signing of the JV with the first
results released at the end of November 2023.
On November 28th, 2023,
the Company announced positive results from an initial mapping and
sampling program that was carried out on the Lithium
Project. Several hundred samples of various
outcrops were taken, with approximately 70 then being analysed by
way of XRF and LIBS for lithium content as well as a number of
other pathfinder elements. Mapped pegmatite systems were noted
over substantial strike lengths of several km's and of varying
widths from sub-metre, to over 30m in one massive
example. Numerous pegmatite samples returned high levels of
lithium, with several over 2% LiO2. Also
announced on that day was the acquisition of a further two new
exploration licences in Nigeria taking the
total area of prospective land under title to 533km2, representing
one of the more dominant land positions in Nigeria.
In Brazil, on July
5, 2023, the Company announced that given the success of the
regional stream sediment program performed across the Company's
Ariquemes district, it had decided to move to the next phase which
has targeted two prospects at Oriente Novo (in the east of the
Company's tenements) and at Paraiso in the west and to the north of
the Bom Futuro tin mine. Further exploration work was planned
including sampling and assaying. In spite of the progress made in
Brazil, as a result of a Company review to
prioritise the use of its capital, a decision was taken to no
longer pursue activity on its Brazilian project. Accordingly, on
May 3rd, 2024, Orosur terminated its JV agreement with
Meridian Mining UK Societas on the Ariquemes tin
project.
Finally,in Uruguay, the Company's wholly owned
subsidiary, Loryser, continues to focus its activities on the final
stages of the Creditors Agreement. In line with the Creditors
Agreement, Loryser has sold all of its assets. It has paid for the
settlements with all of its former employees; it has finalised the
reclamation and remediation works on the tailings dam and has
successfully concluded a one-year post-closure control
phase. Loryser is well advanced in
distributing the proceeds to Loryser's trade creditors in
accordance with the Creditors' Agreement, via a Court approved
settlement agent.
Financial and Corporate
The audited consolidated financial
statements have been prepared on a going concern basis under the
historical cost method except for certain financial assets and
liabilities which are accounted for as Assets and Liabilities held
for sale (at the lower of book value or fair value) and Profit and
Loss from discontinuing operations. This accounting treatment has
been applied to the activities in Uruguay and Chile.
At the Company's AGM, held on
December 19, 2023, all resolutions put to
shareholders were duly passed including approval of the Company's new equity incentive plan
pursuant to which the Company may grant stock options, restricted
share units, and deferred share units to the officers, directors,
employees and consultants of the Company and its subsidiaries. The
new equity incentive plan replaces the Company's prior stock option
plan and should reduce dilution to shareholders and be more
fiscally efficient for some of the participants.
On February 15, 2024, the Company
announced that it had raised the sum of £500,000 (before expenses)
through a placing of 16,949,152 new common shares of no par value
at a price of 2.95 pence per share, together with a grant of one
unlisted 2 year warrant to purchase one additional common share
exercisable at US$0.0558 (approximately 4.425 pence) for every
share subscribed for. As part of their fee,1,694,915 unlisted 5
year warrants were granted to the Company's broker, exercisable at
US$0.0372 (approximately 2.95 pence) for every share subscribed
for.
On September 30, 2024 the
Company announced that it had raised the
sum of £835,000 (before expenses) through a placing of 30,035,971
new common shares of no par value at a price of 2.78 pence per
share, together with a grant of one unlisted 2 year warrant to
purchase one additional share exercisable at US$0.0494
(approximately 3.697p) for every two shares subscribed for.
As part of their fee,3,003,597 unlisted 5 year
warrants were granted to the Company's broker, exercisable at
US$0.03715 (approximately 2.78 pence) for every share subscribed
for. Completion of the placing is subject,
amongst other things, to admission of the New Common Shares to
trading on AIM.
On May 31, 2024, the Company had a
cash balance of $1,328,000 (May 31, 2023 - $3,748,000). As at the
date of this MD&A the Company had a cash balance of $500,000
before the receipt of the proceeds of $1,119,000 (before
expenses) raised in the private placement
set out in the paragraph above.
Outlook and Strategy
Given the recent signing by the
Company of the agreement to acquire MMA in Colombia and the
encouraging results in Argentina, the Company will focus its
investment in these areas. We will also advance our project in
Nigeria, which has returned strong results, albeit at a slower pace
whilst lithium prices continue to recover.
In Colombia, within the Anza Project, the Company is planning to recommence
drilling at Pepas and to examine the potential of moving the APTA
prospect to a maiden resource in the near term.
Consolidated Statements of Financial
Position
|
(Expressed in thousands of United States
dollars)
|
|
|
|
|
|
|
As at
May 31,
2024
$
|
As at
May 31,
2023
$
|
ASSETS
|
|
|
|
|
|
Current assets
|
|
|
Cash
|
1,328
|
3,748
|
Restricted cash
|
12
|
12
|
Accounts receivable and other
assets
|
279
|
219
|
Assets held for sale in
Uruguay
|
226
|
898
|
Total current assets
|
1,845
|
4,968
|
|
|
|
Non-current assets
|
|
|
Property and equipment
|
202
|
123
|
Exploration and evaluation
assets
|
3,343
|
3,334
|
Total assets
|
5,390
|
8,425
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
Current liabilities
|
|
|
Accounts payable and accrued
liabilities
|
446
|
336
|
Liability of Chile discontinued
operation
|
2,376
|
2,204
|
Liabilities held for sale in
Uruguay
|
11,208
|
12,546
|
Total current liabilities
|
14,029
|
15,086
|
|
|
|
Deficit
|
|
|
Share capital
|
69,529
|
69,341
|
Share-based payments
reserve
|
10,538
|
10,539
|
Warrants
|
302
|
-
|
Currency translation
reserve
|
(1,808)
|
(2,725)
|
Accumulated Deficit
|
(87,194)
|
(83,816)
|
Total equity attributable to owners of the
parent
|
(8,633)
|
(6,661)
|
Non-controlling interest
|
(6)
|
-
|
Total equity
|
(8,639)
|
(6,661)
|
Total liabilities and equity
|
5,390
|
8,425
|
Consolidated Statements of Loss and Comprehensive
Loss
|
(Expressed in thousands of United States
dollars)
|
|
|
(Except common shares and per share amounts)
|
|
|
|
|
|
|
Year Ended May 31,
2023
$
|
Year Ended
May 31,
2023
$
|
|
|
|
|
|
|
Corporate and administrative
expenses
|
(2,030)
|
(1,869)
|
Exploration expenses
|
(105)
|
(141)
|
Impairment of assets
|
(1,841)
|
-
|
Other income
|
40
|
21
|
Net finance cost
|
(17)
|
(16)
|
Gain on fair value of
warrants
|
-
|
168
|
Foreign exchange gain
net
|
172
|
94
|
Net
loss for the year for continuing operations
|
(3,781)
|
(1,743)
|
Income (loss) from discontinued
operations
|
403
|
(44)
|
Net
loss for the year
|
(1,787)
|
(1,787)
|
Item which may be subsequently
reclassified to profit or loss:
|
|
|
Cumulative translation
adjustment
|
917
|
(600)
|
Total comprehensive loss for the year
|
(2,461)
|
(2,387)
|
|
|
|
Basic and diluted net income (loss) per share
for
|
|
|
- continuing operations
|
(0.00)
|
(0.01)
|
- discontinued operations
|
0.00
|
(0.00)
|
Weighted average number of common shares
outstanding
|
193,212
|
188,548
|
Consolidated Statements of Cash Flows
|
(Expressed in thousands of United States
dollars)
|
|
|
|
Year Ended May 31,
2024
$
|
Year Ended
May 31,
2023
$
|
|
|
|
Operating activities
|
|
|
Net loss for the year for continued
and discontinued operations
|
(3,378)
|
(1,787)
|
Adjustments for
|
|
|
Depreciation / Write
downs
|
17
|
(10)
|
Impairment of assets
|
1,841
|
-
|
Payments for environmental
rehabilitation
|
-
|
(269)
|
NRV write-down in
inventories
|
-
|
326
|
Gain on fair value of
warrants
|
-
|
(168)
|
Accretion of asset retirement
obligation
|
(19)
|
(753)
|
Gain on sale of property, plant and
equipment
|
-
|
(128)
|
Foreign exchange and
other
|
153
|
(133)
|
Changes in non-cash working capital
items:
|
|
|
Accounts receivable and other
assets
|
803
|
(828)
|
Accounts payable and accrued
liabilities
|
(1,160)
|
685
|
Net
cash used in operating activities
|
(1,743)
|
(3,065)
|
|
|
|
Investing activities
|
|
|
Decrease in restricted
cash
|
-
|
342
|
Proceeds received for sale of
property, plant and equipment
|
-
|
734
|
Purchase of property and
equipment
|
(79)
|
(31)
|
Proceeds received from exploration
and option agreement
|
-
|
2,246
|
Exploration and evaluation
expenditures
|
(1,056)
|
(734)
|
Net
cash (used in) provided by investing activities
|
(1,135)
|
2,557
|
|
|
|
Financing activities
|
|
|
Proceeds from issue of common shares,
net of shares issuance cost
|
486
|
-
|
Proceeds from exercise of
options
|
3
|
2
|
Net
cash provided by financing activities
|
489
|
2
|
Net
change in cash
|
(2,389)
|
(506)
|
Net
change in cash classified within assets held for
sale
|
(31)
|
33
|
Cash, beginning of year
|
3,748
|
4,221
|
Cash
end of year
|
1,328
|
3,748
|
|
|
|
Operating activities
|
|
|
- continuing operations
|
(1,773)
|
(2,298)
|
- discontinued operations
|
30
|
(767)
|
Investing activities
|
|
|
- continuing operations
|
(1,135)
|
1,823
|
- discontinued operations
|
-
|
734
|
Financing activities
|
|
|
- continuing operations
|
488
|
2
|
- discontinued operations
|
1
|
-
|
Supplemental information
|
|
|
Interest paid (received)
|
-
|
-
|
Income taxes paid
(recovered)
|
-
|
-
|
Non cash investing and financing
activities
|
-
|
-
|
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.
Forward Looking Statements
All statements, other than
statements of historical fact, contained in this news release
constitute "forward looking statements" within the meaning of
applicable securities laws, including but not limited to the "safe
harbour" provisions of the United States Private Securities
Litigation Reform Act of 1995 and are based on expectations
estimates and projections as of the date of this news
release.
Forward-looking statements include,
without limitation, completion of the Acquisition, approval of the
TSXV of the acquisition, Orosur becoming operator of the Anzá
Project, the expected focus on the Pepas prospect, the exploration
plans in Colombia and the funding of those plans, and other events
or conditions that may occur in the future. There can be no
assurance that such statements will prove to be accurate. Actual
results and future events could differ materially from those
anticipated in such forward-looking statements. Such statements are
subject to significant risks and uncertainties including, but not
limited to, obtaining conditional approval of the TSXV and meeting
other conditions to closing the Acquisition, timing of closing of
the Acquisition and those as described in Section "Risks Factors"
of the Company's MD&A for the year ended May 31, 2023. The
Company disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new
information, future events and such forward-looking statements,
except to the extent required by applicable law. The Company's
continuance as a going concern is dependent upon its ability to
obtain adequate financing, and to reach a satisfactory closure of
the Creditor´s Agreement in Uruguay. These material uncertainties
may cast significant doubt upon the Company's ability to realize
its assets and discharge its liabilities in the normal course of
business and accordingly the appropriateness of the use of
accounting principles applicable to a going concern