Orosur Mining Inc.
Results for Third Quarter ended
February 29, 2024
London, April 23rd, 2024. Orosur Mining Inc. ("Orosur" or the "Company") (TSX-V: OMI)
(AIM: OMI) the minerals developer and explorer with operations in
Colombia, Argentina, Nigeria and Brazil announces its unaudited results for the quarter ended February
29, 2024. All dollar figures are stated in US$ unless otherwise
noted. The unaudited condensed interim financial statements of the
Company for the quarter ended February 29, 2024 and the related
management's discussion and analysis ("MD&A") have been filed
and are 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/5776L_1-2024-4-22.pdf
A link to the PDF version of the
MD&A is available here:
http://www.rns-pdf.londonstockexchange.com/rns/5776L_2-2024-4-22.pdf
Highlights
Operational
· In
Colombia, post period end, on March 25, 2024, the Company announced
that it had it entered into a non-binding letter of intent with
MMA, which was signed on March 22, 2024, that provides for a
transaction pursuant to which Orosur would repurchase, directly or
indirectly, MMA's interest in the Anza project ("Project"),
resulting in Orosur having a 100% ownership of the Project
("Transaction"). The proposed consideration set out in the letter
of intent is a net smelter return royalty of 1.5% and cash payments
of up to US$15 million payable upon meeting certain agreed
production thresholds. Subject to several conditions, including but
not limited to, the negotiation of definitive documentation and the
completion of due diligence, the Company is aiming to complete the
Transaction by the end of May 2024, subject to regulatory
matters.
· Concurrently with negotiation of the Transaction in Colombia,
the Company has begun the process of preparing to reassume
ownership and operatorship of the Project. This involves, among
other things, the recruitment of staff, liaising with the local
community, discussions with relevant contractors and suppliers and
the obtaining of various permits required for field operations.
Should the Transaction be completed, the Company hopes to be able
to recommence drilling operations as quickly as possible after
reassuming operatorship.
· In the
Company's other earlier stage projects in Nigeria, Argentina and
Brazil, reconnaissance exploration has continued at a slower pace.
Results and analysis will be announced once current phases are
complete.
· 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
unaudited 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 discontinued 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 in the Company ("Common Share") at a
price of 2.95 pence per share, together with a grant of one
unlisted warrant to purchase one additional Common Share
exercisable at US$0.0558 (approximately 4.425 pence) for every
Common Share subscribed for. As part of abroker fee,1,694,915
unlisted warrants were granted to the Company's broker, exercisable
at US$0.372 (approximately 2.95 pence) for every Common Share
subscribed for. 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.
· On
February 29, 2024, the Company had a cash balance of $1,982,000
(May 31, 2023 $3,748,000). As at the date of this MD&A the
Company had a cash balance of $1,650,000.
Outlook and Strategy
Given the progress on negotiations
in Colombia and the encouraging results in Argentina, the Company
will focus most of its investment in these areas. The Company will
also advance its project in Nigeria, which has returned strong
results, albeit at a slower pace whilst lithium prices continue to
recover. As the Company seeks to prioritise the use of its capital,
it will, however, no longer pursue activity on its Brazilian
project and accordingly, Orosur will terminate its JV agreement
with Meridian Mining UK Societas on the Ariquemes tin
project.
In Colombia, the short-term focus is
on Orosur reassuming 100% ownership and the
operatorship of the Project through the acquisition of MMA.
Although there can be no certainty that the Transaction will
complete, the Company is targeting completion of the Transaction by
the end of May 2024, subject to regulatory matters. Thereafter, the
Company is planning to recommence drilling at Pepas and commence
further exploration in other areas of the Project.
|
Condensed Interim Consolidated Statements of Financial
Position
|
|
(Expressed in thousands of United States
dollars)
|
|
|
|
Unaudited
|
|
|
|
|
As at
February 29,
2024
$
|
As at
May 31,
2023
$
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
Cash
|
1,982
|
3,748
|
|
Restricted cash
|
12
|
12
|
|
Accounts receivable and other
assets
|
452
|
219
|
|
Assets held for sale in
Uruguay
|
1,016
|
989
|
|
Total current assets
|
3,462
|
4,968
|
|
|
|
|
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
207
|
123
|
|
Exploration and evaluation
assets
|
4,773
|
3,334
|
|
Total assets
|
8,442
|
8,425
|
|
|
|
|
|
LIABILITIES AND DEFICIT
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
Accounts payable and accrued
liabilities
|
173
|
336
|
|
Liability of Chile discontinued
operation
|
2,335
|
2,204
|
|
Liabilities held for sale in
Uruguay
|
12,616
|
12,546
|
|
Total current liabilities
|
15,124
|
15,086
|
|
|
|
|
|
Deficit
|
|
|
|
Share capital
|
69,529
|
69,341
|
|
Share-based payments
reserve
|
10,538
|
10,539
|
|
Warrants
|
302
|
-
|
|
Currency translation
reserve
|
(1,904)
|
(2,725)
|
|
Deficit
|
(85,147)
|
(83,816)
|
|
Total deficit
|
(6,682)
|
(6,661)
|
|
Total liabilities and deficit
|
8,442
|
8,425
|
|
Condensed Interim Consolidated Statements of Loss and
Comprehensive Loss
|
|
(Expressed in thousands of United States
dollars)
|
|
|
|
(Except common shares and per share amounts)
|
|
|
|
Unaudited
|
|
|
|
|
Nine Months
Ended
February 29,
2024
$
|
Nine Months
Ended
February 28,
2023
$
|
|
|
|
|
|
|
|
|
|
Corporate and administrative
expenses
|
(1,285)
|
(1,316)
|
|
Exploration expenses
|
(72)
|
(543)
|
|
Other income
|
24
|
15
|
|
Net finance cost
|
(13)
|
(7)
|
|
Gain on fair value of
warrants
|
-
|
168
|
|
Foreign exchange (loss) gain
net
|
157
|
(106)
|
|
Net
loss for the period for continuing operations
|
(1,189)
|
(1,789)
|
|
(Loss) income from discontinued
operations
|
(136)
|
1,563
|
|
Net
loss for the period
|
(1,325)
|
(226)
|
|
Item which may be subsequently
reclassified to profit or loss:
|
|
|
|
Cumulative translation
adjustment
|
821
|
(934)
|
|
Total comprehensive loss for the period
|
(504)
|
(1,160)
|
|
|
|
|
|
Basic and diluted net (loss) income per share
for
|
|
|
|
- continuing operations
|
(0.00)
|
(0.00)
|
|
- discontinued operations
|
(0.00)
|
0.01
|
|
Weighted average number of common shares
outstanding
|
189,058
|
188,544
|
|
Condensed Interim Consolidated Statements of Cash
Flows
|
|
(Expressed in thousands of United States
dollars)
|
|
|
|
|
Unaudited
|
Nine Months
Ended
February 29,
2024
$
|
Nine Months
Ended
February 28,
2023
$
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
|
Net loss for the period for continued
and discontinued operations
|
(1,325)
|
(226)
|
|
|
Adjustments for
|
|
|
|
|
Depreciation / Write
downs
|
8
|
(3,103)
|
|
|
Gain on fair value of
warrants
|
-
|
(168)
|
|
|
Accretion of asset retirement
obligation
|
-
|
(817)
|
|
|
Gain on sale of property, plant and
equipment
|
-
|
(1,396)
|
|
|
Foreign exchange and
other
|
479
|
68
|
|
|
Changes in non-cash working capital
items:
|
|
|
|
|
Accounts receivable and other
assets
|
(266)
|
(106)
|
|
|
Inventories
|
-
|
3,415
|
|
|
Accounts payable and accrued
liabilities
|
(35)
|
93
|
|
|
Net
cash used in operating activities
|
(1,139)
|
(2,240)
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Decrease in restricted
cash
|
-
|
343
|
|
|
Proceeds received for sale of
property, plant and equipment
|
-
|
945
|
|
|
Purchase of property, plant and
equipment
|
(86)
|
(1)
|
|
|
Proceeds received from exploration
and option agreement
|
-
|
2,085
|
|
|
Exploration and evaluation
expenditures
|
(1,025)
|
(191)
|
|
|
Net
cash (used in) provided by investing activities
|
(1,111)
|
3,181
|
|
|
|
|
|
|
|
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
|
(1,761)
|
943
|
|
|
Net
change in cash classified within assets held for
sale
|
(5)
|
(1,013)
|
|
|
Cash, beginning of period
|
3,748
|
4,221
|
|
|
Cash
end of period
|
1,982
|
4,151
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
|
- continuing operations
|
(1,144)
|
(2,308)
|
|
|
- discontinued operations
|
5
|
68
|
|
|
Investing activities
|
|
|
|
|
- continuing operations
|
(1,111)
|
2,236
|
|
|
- discontinued operations
|
-
|
945
|
|
|
Financing activities
|
|
|
|
|
- continued operations
|
489
|
2
|
|
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 / Kasia
Brzozowska
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, Nigeria and Brazil,
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, the exploration plans in Colombia, Argentina,
Nigeria and Brazil and the funding in Colombia from Minera Monte
Águila of those plans, Minera Monte Águila´s decision to continue
with the Exploration and Option agreement, the ability for Loryser
to continue and finalize with the remediation in Uruguay, the
ability to implement the Creditors' Agreement successfully as well
as continuation of the business of the Company as a going concern
and other events or conditions that may occur in the future. The
Company's continuance as a going concern is dependent upon its
ability to obtain adequate financing and to reach a satisfactory
implementation 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. 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, those as described in
Section "Risks Factors" of the MD&A and the Annual Information
Form. 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.