Last checked at 20 Nov 2017 07:00
Orosur Mining Inc. (“Orosur” or the “Company”) (TSX/AIM:OMI), a South American-focused gold producer, developer and explorer announces that at the Company’s Annual General Meeting (“AGM”) held at 11:00am (COT) this morning, all resolutions put to shareholders were duly passed. Additionally, the Company announces the granting of an aggregate of 1,925,000 stock options (“Options”) to directors, officers and employees.
AGM Voting Results
At the AGM, a total of 21,721,284 common shares of the 117,586,905 shares outstanding were voted at the meeting, representing approximately 21.8% of the issued and outstanding common shares of the Company. At the AGM, the nominees listed in the Company’s management proxy circular were re-elected as directors as follows:
| Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld | ||||
| John Walmsley | 17,067,961 | 86.32% | 2,705,624 | 13.68% | ||||
| Ignacio Salazar | 18,186,411 | 91.97% | 1,587,174 | 8.03% | ||||
| Roger Davey | 18,667,211 | 94.40% | 1,106,374 | 5.60% | ||||
| Horng Dih Lee | 18,669,211 | 94.41% | 1,104,374 | 5.59% | ||||
| Jorge Aceituno | 18,752,711 | 94.84% | 1,020,874 | 5.16% | ||||
Stock Option Grant and Share Issuance
Officers and employees were granted a total of 1,410,000 stock options and the balance equivalent to 515,000 stock options were granted to Directors pursuant to the annual grant, which shall vest in three equal parts: the first part immediately and the second and third parts on November 17, 2018 and November 17, 2019, respectively.
All Options are exercisable at a price of Cdn$0.24 per common share, on or before November 17, 2022. Pricing is based on the closing price of the Orosur’s shares on November 16, 2017 on the Toronto Stock Exchange.
A summary of Director and Officer option grants and resultant interests is as follows:
| Directors & Officers | Options Granted | Total Options | Total Shares | Ownership¹ | ||||
| John Walmsley | 90,000 | 1,097,439 | 140,350 | 0.12% | ||||
| Roger Davey | 75,000 | 685,442 | 23,500 | 0.05% | ||||
| H.D. Lee | 75,000 | 575,000 | 64,386 | 0.02% | ||||
| Ignacio Salazar | 175,000 | 2,199,544 | 723,000 | 0.61% | ||||
| Jorge Aceituno | 100,000 | 250,000 | - | 0.00% | ||||
| Alejandra Lopez | 125,000 | 435,000 | - | 0.00% | ||||
| Ryan Cohen | 75,000 | 750,000 | 231,452 | 0.20% | ||||
| Total | 715,000 | 5,277,425 | 1,182,688 | 1.01% | ||||
Note 1: Percentage interest in total number of common shares currently issued and outstandingNote 2: Pursuant to MARS regulations in the UK, individual notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them is contained at the end of this press release.
The total number of common shares currently issued and outstanding is 117,586,905, the total number of options outstanding is 9,124,093 following the options grant and the total number of warrants outstanding is 8,370,251.
About Orosur Mining Inc.
Orosur Mining Inc. (TSX: OMI; AIM: OMI) is a fully integrated gold producer, developer and explorer focused on identifying and advancing gold projects in South America. The Company operates the only producing gold mine in Uruguay (San Gregorio), and has assembled an exploration portfolio of high quality assets in Uruguay, Chile and Colombia.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation ("MAR"). Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain. If you have any queries on this, then please contact Ignacio Salazar, Chief Executive Officer of the Company (responsible for arranging release of this announcement) on: +1 (778) 373-0100.
Forward Looking Statements
All statements, other than statements of historical fact, contained or incorporated by reference in this news release, including any information as to the future financial or operating performance of the Company, constitute "forward-looking statements" within the meaning of certain securities laws, including the "safe harbour" provisions of the Securities Act (Ontario) and 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. There can be no assurance that such statements will prove to be accurate. Such statements are subject to significant risks and uncertainties, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements include, without limitation success of exploration activities; permitting time lines; the failure of plant; equipment or processes to operate as anticipated; accidents; labour disputes; requirements for additional capital title disputes or claims and limitations on insurance coverage. 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.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||
| a) | Name | John Walmsley | ||
| 2 | Reason for notification | |||
| a) | Position / Status | Chairman of the Board | ||
| b) | Initial Notification/Amendment | Amendment | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Orosur Mining Inc, | ||
| b) | LEI | N/A | ||
| 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 Identification code | Options to subscribe for new ordinary share of no par value
CA6871961059 | ||
| b) | Nature of the transaction | Grant of options | ||
| c) | Price(s) and volumes(s) | Volume(s) Price(s)
90,000 CAD$0.24 | ||
| d) | Aggregated information | N/A – single transaction | ||
| e) | Date of the transaction | 17 November 2017 | ||
| f) | Place of the transaction | Outside of trading venue | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||
| a) | Name | Roger Davey | ||
| 2 | Reason for notification | |||
| a) | Position / Status | Director | ||
| b) | Initial Notification/Amendment | Amendment | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Orosur Mining Inc, | ||
| b) | LEI | N/A | ||
| 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 Identification code | Options to subscribe for new ordinary share of no par value
CA6871961059 | ||
| b) | Nature of the transaction | Grant of options | ||
| c) | Price(s) and volumes(s) | Volume(s) 75,000
Price(s) CAD$0.24 | ||
| d) | Aggregated information | N/A – single transaction | ||
| e) | Date of the transaction | 17 November 2017 | ||
| f) | Place of the transaction | Outside of trading venue | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||
| a) | Name | H.D. Lee | ||
| 2 | Reason for notification | |||
| a) | Position / Status | Director | ||
| b) | Initial Notification/Amendment | Amendment | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Orosur Mining Inc, | ||
| b) | LEI | N/A | ||
| 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 Identification code | Options to subscribe for new ordinary share of no par value and new ordinary shares of no par value
CA6871961059 | ||
| b) | Nature of the transaction | Grant of options | ||
| c) | Price(s) and volumes(s) | Volume(s) Options
Volume(s) 75,000
Price(s) CAD$0.24 | ||
| d) | Aggregated information | N/A – single transaction | ||
| e) | Date of the transaction | 17 November 2017 | ||
| f) | Place of the transaction | Outside of trading venue | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||
| a) | Name | Ignacio Salazar | ||
| 2 | Reason for notification | |||
| a) | Position / Status | CEO & Director | ||
| b) | Initial Notification/Amendment | Amendment | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Orosur Mining Inc, | ||
| b) | LEI | N/A | ||
| 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 Identification code | Options to subscribe for new ordinary share of no par value
CA6871961059 | ||
| b) | Nature of the transaction | Grant of options | ||
| c) | Price(s) and volumes(s) | Volume(s) 175,000
Price(s) CAD$0.24 | ||
| d) | Aggregated information | N/A – single transaction | ||
| e) | Date of the transaction | 17 November 2017 | ||
| f) | Place of the transaction | Outside of trading venue | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||
| a) | Name | Jorge Aceituno | ||
| 2 | Reason for notification | |||
| a) | Position / Status | COO & Director | ||
| b) | Initial Notification/Amendment | Amendment | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Orosur Mining Inc, | ||
| b) | LEI | N/A | ||
| 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 Identification code | Options to subscribe for new ordinary share of no par value
CA6871961059 | ||
| b) | Nature of the transaction | Grant of options | ||
| c) | Price(s) and volumes(s) | Volume(s) 100,000
Price(s) CAD$0.24 | ||
| d) | Aggregated information | N/A – single transaction | ||
| e) | Date of the transaction | 17 November 2017 | ||
| f) | Place of the transaction | Outside of trading venue | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||
| a) | Name | Alejandra Lopez | ||
| 2 | Reason for notification | |||
| a) | Position / Status | CFO | ||
| b) | Initial Notification/Amendment | Amendment | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Orosur Mining Inc, | ||
| b) | LEI | N/A | ||
| 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 Identification code | Options to subscribe for new ordinary share of no par value
CA6871961059 | ||
| b) | Nature of the transaction | Grant of options | ||
| c) | Price(s) and volumes(s) | Volume(s) 100,000
Price(s) CAD$0.24 | ||
| d) | Aggregated information | N/A – single transaction | ||
| e) | Date of the transaction | 17 November 2017 | ||
| f) | Place of the transaction | Outside of trading venue | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||
| a) | Name | Ryan Cohen | ||
| 2 | Reason for notification | |||
| a) | Position / Status | VP, Corporate Development & Corporate Secretary | ||
| b) | Initial Notification/Amendment | Amendment | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Orosur Mining Inc, | ||
| b) | LEI | N/A | ||
| 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 Identification code | Options to subscribe for new ordinary share of no par value and new ordinary shares of no par value
CA6871961059 | ||
| b) | Nature of the transaction | Grant of options | ||
| c) | Price(s) and volumes(s) | Volume(s) Options
Volume(s) 75,000
Price(s) CAD$0.24 | ||
| d) | Aggregated information | N/A – single transaction | ||
| e) | Date of the transaction | 17 November 2017 | ||
| f) | Place of the transaction | Outside of trading venue | ||
Orosur Mining IncIgnacio Salazar, Chief Executive Officerinfo@orosur.caTel: +1 (778) 373-0100orCantor Fitzgerald Europe – Nomad & Joint BrokerDavid Porter/Keith DowsingTel: +44 (0) 20 7894 7000orNumis Securities Limited – Joint BrokerJohn Prior / James Black / Paul GillamTel: +44 (0) 20 7260 1000orFTI ConsultingBen Brewerton / Sara Powell / Emerson ClarkeTel: +44 (0) 20 3727 1000
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